Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 22, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | OVID | ||
Entity Registrant Name | Ovid Therapeutics Inc. | ||
Entity Central Index Key | 1,636,651 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 24,617,979 | ||
Entity Public Float | $ 155.6 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 87,125,600 | $ 51,939,661 |
Prepaid and other current assets | 1,462,448 | 221,507 |
Due from related parties | 7,369 | |
Deferred transaction costs | 242,673 | |
Total current assets | 88,588,048 | 52,411,210 |
Security deposit | 88,940 | 407,785 |
Property, plant and equipment, net | 51,775 | 43,591 |
Other assets | 728,840 | 165,301 |
Total assets | 89,457,603 | 53,027,887 |
Current liabilities: | ||
Accounts payable | 2,025,766 | 857,169 |
Accrued expenses | 3,995,334 | 2,876,243 |
Total current liabilities | 6,021,100 | 3,733,412 |
Stockholders' equity: | ||
Common stock, $0.001 par value; 125,000,000 and 58,000,000 shares authorized at December 31, 2017 and 2016, respectively, 24,606,256 and 9,838,590 shares issued and outstanding at December 31, 2017 and 2016, respectively | 24,606 | 9,839 |
Additional paid-in-capital | 184,127,565 | 85,186,269 |
Accumulated deficit | (100,715,668) | (35,909,614) |
Total stockholders' equity | 83,436,503 | 49,294,475 |
Total liabilities and stockholders' equity | $ 89,457,603 | 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 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 125,000,000 | 58,000,000 |
Common stock, shares issued | 24,606,256 | 9,838,590 |
Common stock, shares outstanding | 24,606,256 | 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 |
Statements of Operations and Co
Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating expenses: | |||
Research and development | $ 49,972,102 | $ 9,585,649 | $ 6,611,948 |
General and administrative | 15,035,461 | 12,949,525 | 6,578,426 |
Total operating expenses | 65,007,563 | 22,535,174 | 13,190,374 |
Loss from operations | (65,007,563) | (22,535,174) | (13,190,374) |
Interest income | 201,509 | 120,822 | 30,281 |
Net loss and comprehensive loss | (64,806,054) | (22,414,352) | (13,160,093) |
Net loss attributable to common stockholders | $ (64,806,054) | $ (22,414,352) | $ (13,160,093) |
Net loss per share attributable to common stockholders, basic and diluted | $ (3.35) | $ (2.28) | $ (1.36) |
Weighted-average common shares outstanding basic and diluted | 19,344,355 | 9,838,590 | 9,699,247 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B-1 Preferred Stock [Member] |
Balance at Dec. 31, 2014 | $ 4,738,137 | $ 9,302 | $ 5,061,622 | $ (335,169) | $ 2,382 | ||
Balance, Shares at Dec. 31, 2014 | 9,302,323 | 2,382,069 | |||||
Issuance of common stock for research and development activities | 4,011,842 | $ 490 | 4,011,352 | ||||
Issuance of common stock for research and develpoment activities, Shares | 489,756 | ||||||
Issuance of Preferred Stock | $ 70,639,162 | 70,633,563 | $ 5,599 | ||||
Issuance of Preferred Stock, Shares | 5,599,282 | ||||||
Issuance of common stock from exercise of stock options , Shares | 0 | ||||||
Issuance of common stock for separation agreement | $ 381,000 | $ 47 | 380,953 | ||||
Issuance of common stock for separation agreement | 46,511 | ||||||
Stock-based compensation expense | 1,457,313 | 1,457,313 | |||||
Net loss | (13,160,093) | (13,160,093) | |||||
Balance at Dec. 31, 2015 | $ 68,067,361 | $ 9,839 | 81,544,803 | (13,495,262) | $ 2,382 | $ 5,599 | |
Balance, Shares at Dec. 31, 2015 | 9,838,590 | 2,382,069 | 5,599,282 | ||||
Issuance of common stock from exercise of stock options , Shares | 0 | ||||||
Stock-based compensation expense | $ 3,641,466 | 3,641,466 | |||||
Net loss | (22,414,352) | (22,414,352) | |||||
Balance at Dec. 31, 2016 | 49,294,475 | $ 9,839 | 85,186,269 | (35,909,614) | $ 2,382 | $ 5,599 | |
Balance, Shares at Dec. 31, 2016 | 9,838,590 | 2,382,069 | 5,599,282 | ||||
Issuance of Preferred Stock | 25,861,228 | 25,859,446 | $ 1,782 | ||||
Issuance of 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) | $ 9,763 | (464) | $ (2,382) | $ (5,599) | $ (1,782) | |
Conversion of preferred stock into common stock, Shares | 9,763,346 | (2,382,069) | (5,599,282) | (1,781,996) | |||
Issuance of common stock from exercise of stock options | $ 27,043 | $ 4 | 27,039 | ||||
Issuance of common stock from exercise of stock options , Shares | 4,320 | 4,320 | |||||
Stock-based compensation expense | $ 6,397,756 | 6,397,756 | |||||
Net loss | (64,806,054) | (64,806,054) | |||||
Balance at Dec. 31, 2017 | $ 83,436,503 | $ 24,606 | $ 184,127,565 | $ (100,715,668) | |||
Balance, Shares at Dec. 31, 2017 | 24,606,256 |
Statement of Changes in Stockh6
Statement of Changes in Stockholders' Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Series B Preferred Stock [Member] | |
Issuance cost, net | $ 4,360,721 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net loss | $ (64,806,054) | $ (22,414,352) | $ (13,160,093) |
Adjustments to reconcile net loss to cash used in operating activities: | |||
Non-cash research and development expense | 25,861,228 | 4,011,842 | |
Common stock issuance for separation agreement | 381,000 | ||
Stock-based compensation expense | 6,397,756 | 3,641,466 | 1,457,313 |
Depreciation and amortization | 80,310 | 56,512 | 11,778 |
Change in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (793,258) | 58,825 | (279,563) |
Deferred transaction costs | 229,000 | (229,000) | |
Security deposit | (36,590) | (362,935) | (38,325) |
Other assets | (604,646) | (28,011) | |
Accounts payable | 1,076,349 | 186,624 | 591,406 |
Accrued expenses | 1,118,627 | 1,238,643 | 1,608,384 |
Due from/ to related parties | 7,369 | 50,257 | (69,222) |
Net cash used in operating activities | (31,469,909) | (17,801,971) | (5,485,480) |
Cash flows from investing activities: | |||
Purchase of property and equipment | (38,907) | (30,364) | (32,082) |
Software development and other assets | (8,480) | (158,623) | (24,250) |
Net cash used in investing activities | (47,387) | (188,987) | (56,332) |
Cash flows from financing activities: | |||
Proceeds from initial public offering | 69,750,000 | ||
Proceeds from issuance of preferred stock, net of issuance costs | 70,639,162 | ||
Payments for transaction costs | (3,073,808) | (13,673) | |
Proceeds from exercise of options | 27,043 | ||
Net cash provided by (used in) financing activities | 66,703,235 | (13,673) | 70,639,162 |
Net increase (decrease) in cash and cash equivalents | 35,185,939 | (18,004,631) | 65,097,350 |
Cash and cash equivalents, at beginning of period | 51,939,661 | 69,944,292 | 4,846,942 |
Cash and cash equivalents, at end of period | $ 87,125,600 | $ 51,939,661 | $ 69,944,292 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 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, 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 and regulatory success, 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 automatically converted into common stock (see Note 6). The Company has incurred operating losses since inception and had an accumulated deficit of $100.7 million as of December 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 the Company’s existing cash and cash equivalents as of December 31, 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-K. 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 | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (A) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles (“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. (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 adjusted for all periods presented to give effect to the reverse stock split. (C) Risks and Uncertainties The Company is subject to risks common to companies in the development stage including, but not limited to, dependency on the clinical and commercial success of its drug candidates, ability to obtain regulatory approval of its drug candidates, the need for substantial additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians and consumers, and significant competition and untested manufacturing capabilities (D) Deferred Transaction Costs Deferred transaction costs, primarily consisted of direct incremental legal, accounting, and other fees related to the Company’s contemplated initial public offering (“IPO”), and were capitalized as incurred. The deferred transaction costs have been offset against IPO proceeds upon the consummation of the offering. (E) Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For all periods presented, there was no difference between net loss and comprehensive loss. (F) 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 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. (G) Cash and Cash Equivalents The Company’s cash and cash equivalents consist of cash held in checking accounts and money market funds. The Company considers all highly liquid investments with an original maturity date of three months or less to be cash and cash equivalents. Accounts held at U.S. financial institutions are insured by the FDIC up to $250,000. Cash balances could exceed insured amounts at any given time. (H) Property and Equipment Property and equipment are stated at cost and depreciated over their estimated useful lives of three years using the straight-line method. Repairs and maintenance costs are expensed. The Company reviews the recoverability of all long-lived assets, including the related useful life, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. (I) Research and Development Expenses The Company expenses the cost of research and development as incurred. Research and development expenses comprise costs incurred in performing research and development activities, including clinical trial costs, manufacturing costs for both clinical and pre-clinical materials as well as other contracted services, license fees, and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when the cost is incurred, in accordance with Accounting Standards Codification (“ASC”) 730, Research and Development. (J) Stock-Based Compensation The Company accounts for its stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation, which establishes accounting for stock-based awards granted to employees for services and requires companies to expense the estimated fair value of these awards over the requisite service period. The Company estimates the fair value of all awards granted using the Black-Scholes valuation model. Key inputs and assumptions include the expected term of the option, stock price volatility, risk-free interest rate, dividend yield, stock price and exercise price. Many of the assumptions require significant judgment and any changes could have a material impact in the determination of stock-based compensation expense. The Company elected an accounting policy to record forfeitures as they occur. The Company recognizes employee stock-based compensation expense based on the fair value of the award on the date of the grant. The compensation expense is recognized over the vesting period under the straight-line method. The Company accounts for options awards granted to nonemployee consultants and directors under ASC 505 Equity. The fair value of the option issued or committed to be issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company’s common stock at the earlier of the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. Awards granted to nonemployees are remeasured to fair value at each period end date until vested and expensed on a straight-line basis over the vesting period. (K) Fair Value of Financial Instruments Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: • Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. The Company’s Level 1 assets consisted of money market funds totaling $86.6 million and $51.6 million as of December 31, 2017 and 2016, respectively. • Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 2 includes financial instruments that are valued using models or other valuation methodologies. The Company had no Level 2 assets or liabilities as of December 31, 2017 and 2016. • Level 3—Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The Company had no Level 3 assets or liabilities as of December 31, 2017 and 2016. The carrying amounts reported in the balance sheets for cash and cash equivalents, other current assets, accounts payable, and accrued expenses approximate their fair value based on the short-term maturity of these instruments. (L) Income Taxes The Company accounts for income taxes under the asset and liability method, which requires deferred tax assets and liabilities to be recognized for the estimated future tax consequences attributable to differences between financial statement carrying amounts and respective tax bases of existing assets and liabilities, as well as net operating loss carryforwards and research and development credit. Valuation allowances are provided if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The impact of a change in the tax laws is recorded in the period in which the law is enacted. (M) Net Loss Per Common 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 Year Ended December 31, 2017 2016 2015 Stock options to purchase common stock 4,298,802 2,987,729 1,890,690 Preferred stock convertible into common stock - 7,981,351 7,981,351 Total 4,298,802 10,969,080 9,872,041 (N) Segment Data The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. (O) Retirement Plan The Company maintains a 401(k)-retirement plan for its employees that is intended to qualify under Sections 401(a) and 501(a) of the U.S. Internal Revenue Code of 1986, as amended (“Code”), in 2016. The Company provides all active employees with a 100% matching contribution equal to 3% of an employee’s eligible compensation deferred and 50% matching contributions on employee contributions that are between 3% and 5% of an employee’s eligible compensation deferred. These safe harbor contributions vest immediately. For the years ended December 31, 2017 and 2016 the Company contributed $163,942 and $36,606, respectively. (P) 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, and 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 does not expect ASU 2016-02 to have a material impact on its results of operations and financial position. |
Preclinical and Clinical Agreem
Preclinical and Clinical Agreements | 12 Months Ended |
Dec. 31, 2017 | |
Text Block [Abstract] | |
Preclinical and Clinical Agreements | NOTE 3 – PRECLINICAL AND CLINICAL AGREEMENTS On August 26, 2016, the Company contracted 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.”. In connection with the execution of this contract, the Company provided an upfront retainer of $355,435. This retainer is reflected within current assets on the balance sheet. During the year ended December 31, 2017, the Company has expensed approximately $4,286,256 related to this contract. |
Property and Equipment and Inta
Property and Equipment and Intangible Assets | 12 Months Ended |
Dec. 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: December 31, December 31, 2017 2016 Furniture and equipment $ 102,690 $ 63,783 Less accumulated depreciation (50,915 ) (20,192 ) Total property, plant and equipment, net $ 51,775 $ 43,591 Depreciation expense was $26,917, $16,289, $3,903 for the years ended December 31, 2017, 2016, and 2015, respectively. Intangible assets, net of accumulated amortization, were $124,194 and $110,074 as of December 31, 2017 and December 31, 2016, respectively, and are included in other assets. Amortization expense was $53,393, $40,223, and $7,875 for the years ended December 31, 2017, 2016, and 2015 respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | NOTE 5 – ACCRUED EXPENSES Accrued expenses consist of the following: December 31, December 31, 2017 2016 Collaboration agreement accrual $ 754,841 $ - Payroll and bonus accrual 1,919,120 1,324,649 Professional fees accrual 321,852 874,525 Clinical trials accrual 753,018 409,804 Other 246,503 267,265 Total $ 3,995,334 $ 2,876,243 |
Stockholders' Equity and Prefer
Stockholders' Equity and Preferred Stock | 12 Months Ended |
Dec. 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 was initially authorized to issue 1,000 shares of common stock at $0.001 par value per share. The Company’s certificate of incorporation was amended 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 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. 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 The holders of the Preferred Stock had 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 December 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 December 31, 2017. Conversion of Preferred Stock Upon IPO Prior to the Company’s IPO, the holders of the Company’s Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock had certain voting rights, dividend rights, liquidation preferences and conversion privileges. Upon completion of the Company’s IPO, all shares of outstanding convertible preferred stock were automatically converted into an aggregate of 9,763,346 shares of common stock. All rights, preferences and privileges associated with the outstanding convertible preferred stock were terminated upon this conversion. As of December 31, 2017, no shares of preferred stock were issued or outstanding. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 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 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. With the adoption of the 2017 Plan, no further awards will be granted under the 2014 Plan. The Company may issue up to 3,052,059 shares of common stock under the 2017 Plan. The 2017 Plan allows for each January 1, pursuant to the terms of the 2017 Equity Incentive Plan, the Plan Limit shall be increased by the lesser of (x) 5% of the number of shares of Common Stock outstanding as of the immediately preceding December 31 and (y) such lesser number as the Board of Directors may determine in its discretion. T he 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. The 2017 ESPP allows employees to purchase common stock of the Company at a 15% discount to the market price on designated exercise dates. During the year ended December 31, 2017, no shares were purchased under the 2017 ESPP and the Company recorded expense of $12,100. 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 December 31, 2017, there were 50,000 performance-based options outstanding and unvested. These awards immediately vest upon meeting certain business development conditions. The Company recognizes stock-based compensation expense based on the grant date fair value of the award over the vesting period when the performance condition becomes probable of being achieved. The fair value of options granted during the years ended December 31, 2017, 2016 and 2015 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, 34,882, and 11,627 stock options to nonemployee consultants for services rendered during the years ended December 31, 2017, 2016, and 2015, respectively. There were 37,066, 73,398, and 59,591 unvested nonemployee options outstanding as of December 31, 2017, 2016, and 2015, respectively. Total expense recognized related to the nonemployee stock options for the years ended December 31, 2017, 2016, and 2015 was $416,457, $351,384 and $449,010, respectively. Total unrecognized compensation expenses related to the nonemployee stock options was $271,294 as of December 31, 2017. During the year ended December 31, 2017, the Company recognized $162,700 in expenses for non-employee performance-based option awards. The Company granted 1,510,436, 1,336,573, and 1,872,087 stock options to employees during the years ended December 31, 2017, 2016, and 2015, respectively. There were 2,528,063, 2,231,275, and 1,872,087 unvested employee options outstanding as of December 31, 2017, 2016, and 2015, respectively. Total expense recognized related to the employee stock options for the years ended December 31, 2017, 2016, and 2015 was $5,969,204, $2,485,323, and $1,293,388 (of which $381,000 was issued in connection with a separation agreement) respectively. Total unrecognized compensation expense related to employee stock options was $12,237,394 as of December 31, 2017. During the year ended December 31, 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 Year Ended December 31, 2017 2016 2015 Research and development $ 2,417,727 $ 1,506,036 $ 513,669 General and administrative 3,980,029 2,135,430 943,644 Total $ 6,397,756 $ 3,641,466 $ 1,457,313 The fair value of employee options granted during the years ended December 31, 2017, 2016, and 2015, respectively, was estimated by utilizing the following assumptions: For the Year Ended December 31, 2017 2016 2015 Weighted Average Weighted Average Weighted Average Volatility 80.39 % 82.78 % 76.38 % Expected term in years 6.08 6.07 6.03 Dividend rate 0.00 % 0.00 % 0.00 % Risk-free interest rate 2.06 % 1.45 % 1.82 % Fair value of option on grant date $ 6.30 $ 4.95 $ 5.53 The fair value of nonemployee options granted and remeasured during the years ended December 31, 2017, 2016, and 2015, respectively, was estimated by utilizing the following assumptions: For the Year Ended December 31, 2017 2016 2015 Weighted Average Weighted Average Weighted Average Volatility 81.44 % 82.62 % 79.90 % Expected term in years 4.39 4.89 5.13 Dividend rate 0.00 % 0.00 % 0.00 % Risk-free interest rate 2.08 % 1.37 % 1.63 % Fair value of option on grant date $ 6.80 $ 4.76 $ 7.59 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 at December 31, 2014 69,766 $ 0.22 Granted 1,883,714 8.24 Exercised - - Forfeited - - Options Outstanding December 31, 2015 1,953,480 $ 7.95 8.18 $ 780,500 Vested and exercisable at December 31, 2015 23,255 $ 0.22 8.71 $ 567,000 Granted 1,294,711 $ 6.87 Exercised - - Forfeited (260,462 ) 8.18 Options Outstanding December 31, 2016 2,987,729 $ 7.46 8.82 $ 837,036 Vested and exercisable at December 31, 2016 683,070 $ 7.71 8.47 $ 253,969 Granted 1,538,342 9.03 9.19 Exercised (4,320 ) 6.26 Forfeited (222,949 ) 6.61 Options Outstanding December 31, 2017 4,298,802 $ 8.07 8.32 $ 8,174,686 Vested and exercisable at December 31, 2017 1,733,673 $ 7.65 7.92 $ 3,865,036 At December 31, 2017 there was approximately $12,508,689 of unamortized share–based compensation expense, which is expected to be recognized over a remaining average vesting period of 2.57 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 8 – INCOME TAXES At December 31, 2017, the Company has available approximately $59,943,000 and $62,478,000 of unused NOL carryforwards for federal and state tax purposes, respectively, that may be applied against future taxable income. The Company also has approximately $59,701,000 of unused NOL carryforwards for New York City purposes. The NOL carryforwards will begin to expire in the year 2035 if not utilized prior to that date. There is no provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. The valuation allowance increased by approximately $18,971,000, $10,174,000, and $5,992,200 during the years 2017, 2016, and 2015, respectively, and was approximately $ 35,285,000 The Tax Cuts and Jobs Act (“Tax Act”) was enacted on December 22, 2017. The Act reduces the U.S. corporate rate from 34% to 21% beginning in 2018. The Company re-measured its deferred tax assets based upon the new 21% tax rate. As a result, the Company decreased its deferred tax assets by $10,605,000, with a corresponding adjustment to its valuation allowance for the year ended December 31, 2017 The Company may be subject to the NOL utilization provisions of Section 382 of the Code. The effect of an ownership change would be the imposition of an annual limitation on the use of NOL carryforwards attributable to periods before the change. The amount of the annual limitation depends upon the value of the Company immediately before the change, changes to the Company’s capital during a specified period prior to the change, and the federal published interest rate. The Company has not completed a Section 382 analysis to determine if a change in ownership has occurred. Until an analysis is completed, there can be no assurance that the existing net operating loss carry-forwards or credits are not subject to significant limitation. The Company’s reserves related to taxes are based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized following resolution of any potential contingencies related to the tax benefit. For the years ended December 31, 2017, 2016, and 2015, the Company had no unrecognized tax benefits or related interest and penalties accrued. The Company has not, yet, conducted a study of research and development credit carryforwards. This study may result in an adjustment to the Company’s research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the balance sheet or statement of operations if an adjustment were required. The Company would recognize both accrued interest and penalties related to unrecognized benefits in income tax expense. The Company’s uncertain tax positions are related to years that remain subject to examination by relevant tax authorities. Since the Company is in a loss carryforward position, the Company is generally subject to examination by the U.S. federal, state and local income tax authorities for all tax years in which a loss carryforward is available. The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets were as follows: December 31, 2017 2016 Deferred tax assets/liabilities: Net operating loss carryovers $ 20,880,120 $ 11,711,643 Research and development tax credits 714,087 348,816 Share-based compensation 3,392,111 2,035,042 Accrued compensation 633,745 600,663 Depreciation (10,778 ) (10,318 ) Charitable contributions 53,038 - Intangible assets 9,622,535 1,628,471 Total gross deferred tax assets/liabilities 35,284,858 16,314,317 Valuation allowance (35,284,858 ) (16,314,317 ) Net deferred tax assets (liabilities) $ - $ - A reconciliation of the statutory U.S. Federal rate to the company’s effective tax rate is as follows: December 31, 2017 2016 2015 Federal income tax benefit at statutory rate (34.00 ) (34.00 ) (34.00 ) State income tax, net of federal benefit (11.77 ) (11.35 ) (11.33 ) Permanent items 0.89 1.16 0.31 Change in valuation allowance 29.18 45.64 45.45 Research and development tax credits (0.56 ) (1.26 ) (0.51 ) Deferred re-measurement 16.31 - - Other (0.05 ) (0.19 ) 0.08 Effective income tax (benefit) expense rate 0 % 0 % 0 % |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 – License Agreements On March 26, 2015, the Company entered into an exclusive agreement with H. Lundbeck A/S (“Lundbeck”) for a worldwide perpetual licensing right related the research, development and commercialization of OV101. Pursuant to the Lundbeck license agreement, the Company agreed to make milestone payments totaling up to $181 million upon the achievement of certain development, regulatory and sales milestones. The first payment of $10 million is due upon the successful completion of the first Phase 3 trial for a product in which OV101 is an active ingredient. In addition, the agreement calls for the Company to pay royalties for an initial term based on a low double-digit percentage of sales and provides for the reduction of royalties in certain limited circumstances. In connection with the Lundbeck license agreement, the Company issued 489,756 shares of common stock valued at $4,011,842. The value of the common stock was based on the fair value of the Company’s common stock of $8.20 per share as determined by the Company’s Board of Directors in the same period for the purpose of option grants. In connection with the Lundbeck license agreement, the Company paid $250,000 to another entity as a milestone payment for securing the license granted under the Lundbeck license agreement. Since the intangibles acquired in the Lundbeck license agreement do not have alternative future use, all costs incurred were treated as research and development expense. The Company recorded a total of $4,270,024 as research and development expenses related to this agreement in 2015. On December 15 th Under the Northwestern agreement, the Company was granted exclusive rights to research, develop, manufacture and commercialize products utilizing the Northwestern Patent Rights for all uses. The Company has agreed that we will not use the Northwestern Patent Rights to develop any products for the treatment of cancer, but Northwestern may not grant rights in the technology to others for use in cancer. The Company also has an option, exercisable during the term of the agreement to an exclusive license under certain intellectual property rights covering novel compounds with the same or similar mechanism of action as the primary compound that is the subject of the license agreement. Northwestern has retained the right, on behalf of itself and other non-profit institutions, to use the Northwestern Patent Rights and practice the inventions claimed therein for educational and research purposes and to publish information about the inventions covered by the Northwestern Patent Rights. Upon entry into the Northwestern agreement, the Company paid an upfront non-creditable one-time license issuance fee of $75,000, and is required to pay an annual license maintenance fee of $20,000, which will be creditable against any royalties payable to Northwestern following first commercial sale of licensed products under the agreement. The Company is responsible for all ongoing costs of filing, prosecuting and maintaining the Northwestern Patents, but also has the right to control such activities using its own patent counsel. In consideration for the rights granted to the Company under the Northwestern agreement, the Company is required to pay to Northwestern up to an aggregate of $5.3 million upon the achievement of certain development and regulatory milestones for the first product covered by the Northwestern Patents, and, upon commercialization of any such products, will be required to pay to Northwestern a tiered royalty on net sales of such products by the Company, its affiliates or sublicensees, at percentages in the low to mid single-digits, subject to standard reductions and offsets. The Company’s royalty obligations continue on a product-by-product and country-by-country basis until the later of the expiration of the last-to-expire valid claim in a licensed patent covering the applicable product in such country and 10 years following the first commercial sale of such product in such country. If the Company sublicenses a Northwestern Patent Right, it will be obligated to pay to Northwestern a specified percentage of sublicense revenue received by the Company, ranging from the high single digits to the low-teens. The Northwestern agreement requires that the Company use commercially reasonable efforts to develop and commercialize at least one product that is covered by the Northwestern Patent Rights. Unless earlier terminated, the Northwestern agreement will remain in force until the expiration of the Company’s payment obligations thereunder. The Company has the right to terminate the agreement for any reason upon prior written notice or for an uncured material breach by Northwestern. Northwestern may terminate the agreement for the Company’s uncured material breach or insolvency. 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 | 12 Months Ended |
Dec. 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 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. In the event such payment would cause Takeda to own over 19.99% of our outstanding capital stock or other events occur, such payment must be paid in cash 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 | 12 Months Ended |
Dec. 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. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | NOTE 12 – SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) The following tables contain selected quarterly financial information from 2017 and 2016. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. Three Months Ended (in thousands, except per share data) March 31, June 30, September 30, December 31, 2017 2017 2017 2017 Total operating expenses $ 34,262 $ 10,288 $ 9,409 $ 11,048 Total other income (expense), net 23 40 51 88 Net loss $ (34,239 ) $ (10,248 ) $ (9,358 ) $ (10,960 ) Net loss applicable to common stockholders $ (34,239 ) $ (10,248 ) $ (9,358 ) $ (10,960 ) Net loss per share applicable to common stockholders - basic and diluted (3.48 ) (0.57 ) (0.38 ) (0.45 ) Three Months Ended (in thousands, except per share data) March 31, June 30, September 30, December 31, 2016 2016 2016 2016 Total operating expenses $ 3,714 $ 5,417 $ 5,815 $ 7,589 Total other income (expense), net 32 31 30 27 Net loss $ (3,682 ) $ (5,386 ) $ (5,785 ) $ (7,562 ) Net loss applicable to common stockholders $ (3,682 ) $ (5,386 ) $ (5,785 ) $ (7,562 ) Net loss per share applicable to common stockholders - basic and diluted (0.37 ) (0.55 ) (0.59 ) (0.77 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13 – SUBSEQUENT EVENTS Equity Awards From January 1, 2018 t hrough the date of the filing of this Form 10-K, the Company has granted option awards for an aggregate of 976,476 shares to employees with a weighted average exercise price of $9.02. Income Taxes On February 15, 2018, the Company was approved for a $186,218 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. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Use of Estimates | (A) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles (“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. |
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 adjusted for all periods presented to give effect to the reverse stock split. |
Risks and Uncertainties | (C) Risks and Uncertainties The Company is subject to risks common to companies in the development stage including, but not limited to, dependency on the clinical and commercial success of its drug candidates, ability to obtain regulatory approval of its drug candidates, the need for substantial additional financing to achieve its goals, uncertainty of broad adoption of its approved products, if any, by physicians and consumers, and significant competition and untested manufacturing capabilities |
Deferred Transaction Costs | (D) Deferred Transaction Costs Deferred transaction costs, primarily consisted of direct incremental legal, accounting, and other fees related to the Company’s contemplated initial public offering (“IPO”), and were capitalized as incurred. The deferred transaction costs have been offset against IPO proceeds upon the consummation of the offering. |
Comprehensive Loss | (E) Comprehensive Loss Comprehensive loss includes net loss as well as other changes in stockholders’ equity that result from transactions and economic events other than those with stockholders. For all periods presented, there was no difference between net loss and comprehensive loss. |
Collaboration Arrangement | (F) 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 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. |
Cash and Cash Equivalents | (G) Cash and Cash Equivalents The Company’s cash and cash equivalents consist of cash held in checking accounts and money market funds. The Company considers all highly liquid investments with an original maturity date of three months or less to be cash and cash equivalents. Accounts held at U.S. financial institutions are insured by the FDIC up to $250,000. Cash balances could exceed insured amounts at any given time. |
Property and Equipment | (H) Property and Equipment Property and equipment are stated at cost and depreciated over their estimated useful lives of three years using the straight-line method. Repairs and maintenance costs are expensed. The Company reviews the recoverability of all long-lived assets, including the related useful life, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. |
Research and Development Expenses | (I) Research and Development Expenses The Company expenses the cost of research and development as incurred. Research and development expenses comprise costs incurred in performing research and development activities, including clinical trial costs, manufacturing costs for both clinical and pre-clinical materials as well as other contracted services, license fees, and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when the cost is incurred, in accordance with Accounting Standards Codification (“ASC”) 730, Research and Development. |
Stock-Based Compensation | (J) Stock-Based Compensation The Company accounts for its stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation, which establishes accounting for stock-based awards granted to employees for services and requires companies to expense the estimated fair value of these awards over the requisite service period. The Company estimates the fair value of all awards granted using the Black-Scholes valuation model. Key inputs and assumptions include the expected term of the option, stock price volatility, risk-free interest rate, dividend yield, stock price and exercise price. Many of the assumptions require significant judgment and any changes could have a material impact in the determination of stock-based compensation expense. The Company elected an accounting policy to record forfeitures as they occur. The Company recognizes employee stock-based compensation expense based on the fair value of the award on the date of the grant. The compensation expense is recognized over the vesting period under the straight-line method. The Company accounts for options awards granted to nonemployee consultants and directors under ASC 505 Equity. The fair value of the option issued or committed to be issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company’s common stock at the earlier of the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete. Awards granted to nonemployees are remeasured to fair value at each period end date until vested and expensed on a straight-line basis over the vesting period. |
Fair Value of Financial Instruments | (K) Fair Value of Financial Instruments Financial Accounting Standards Board (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: • Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. The Company’s Level 1 assets consisted of money market funds totaling $86.6 million and $51.6 million as of December 31, 2017 and 2016, respectively. • Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 2 includes financial instruments that are valued using models or other valuation methodologies. The Company had no Level 2 assets or liabilities as of December 31, 2017 and 2016. • Level 3—Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. The Company had no Level 3 assets or liabilities as of December 31, 2017 and 2016. The carrying amounts reported in the balance sheets for cash and cash equivalents, other current assets, accounts payable, and accrued expenses approximate their fair value based on the short-term maturity of these instruments. |
Income Taxes | (L) Income Taxes The Company accounts for income taxes under the asset and liability method, which requires deferred tax assets and liabilities to be recognized for the estimated future tax consequences attributable to differences between financial statement carrying amounts and respective tax bases of existing assets and liabilities, as well as net operating loss carryforwards and research and development credit. Valuation allowances are provided if it is more likely than not that some portion or all of the deferred tax assets will not be realized. The impact of a change in the tax laws is recorded in the period in which the law is enacted. |
Net Loss Per Common Share | (M) Net Loss Per Common 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 Year Ended December 31, 2017 2016 2015 Stock options to purchase common stock 4,298,802 2,987,729 1,890,690 Preferred stock convertible into common stock - 7,981,351 7,981,351 Total 4,298,802 10,969,080 9,872,041 |
Segment Data | (N) Segment Data The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. |
Retirement Plan | (O) Retirement Plan The Company maintains a 401(k)-retirement plan for its employees that is intended to qualify under Sections 401(a) and 501(a) of the U.S. Internal Revenue Code of 1986, as amended (“Code”), in 2016. The Company provides all active employees with a 100% matching contribution equal to 3% of an employee’s eligible compensation deferred and 50% matching contributions on employee contributions that are between 3% and 5% of an employee’s eligible compensation deferred. These safe harbor contributions vest immediately. For the years ended December 31, 2017 and 2016 the Company contributed $163,942 and $36,606, respectively. |
Recent Accounting Pronouncements | (P) 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, and 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 does not expect ASU 2016-02 to have a material impact on its results of operations and financial position. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [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 Year Ended December 31, 2017 2016 2015 Stock options to purchase common stock 4,298,802 2,987,729 1,890,690 Preferred stock convertible into common stock - 7,981,351 7,981,351 Total 4,298,802 10,969,080 9,872,041 |
Property and Equipment and In23
Property and Equipment and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment is summarized as follows: December 31, December 31, 2017 2016 Furniture and equipment $ 102,690 $ 63,783 Less accumulated depreciation (50,915 ) (20,192 ) Total property, plant and equipment, net $ 51,775 $ 43,591 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: December 31, December 31, 2017 2016 Collaboration agreement accrual $ 754,841 $ - Payroll and bonus accrual 1,919,120 1,324,649 Professional fees accrual 321,852 874,525 Clinical trials accrual 753,018 409,804 Other 246,503 267,265 Total $ 3,995,334 $ 2,876,243 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Recognized Stock-Based Compensation Expense | The Company’s stock-based compensation expense was recognized in operating expense as follows: For the Year Ended December 31, 2017 2016 2015 Research and development $ 2,417,727 $ 1,506,036 $ 513,669 General and administrative 3,980,029 2,135,430 943,644 Total $ 6,397,756 $ 3,641,466 $ 1,457,313 |
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 at December 31, 2014 69,766 $ 0.22 Granted 1,883,714 8.24 Exercised - - Forfeited - - Options Outstanding December 31, 2015 1,953,480 $ 7.95 8.18 $ 780,500 Vested and exercisable at December 31, 2015 23,255 $ 0.22 8.71 $ 567,000 Granted 1,294,711 $ 6.87 Exercised - - Forfeited (260,462 ) 8.18 Options Outstanding December 31, 2016 2,987,729 $ 7.46 8.82 $ 837,036 Vested and exercisable at December 31, 2016 683,070 $ 7.71 8.47 $ 253,969 Granted 1,538,342 9.03 9.19 Exercised (4,320 ) 6.26 Forfeited (222,949 ) 6.61 Options Outstanding December 31, 2017 4,298,802 $ 8.07 8.32 $ 8,174,686 Vested and exercisable at December 31, 2017 1,733,673 $ 7.65 7.92 $ 3,865,036 |
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 years ended December 31, 2017, 2016, and 2015, respectively, was estimated by utilizing the following assumptions: For the Year Ended December 31, 2017 2016 2015 Weighted Average Weighted Average Weighted Average Volatility 80.39 % 82.78 % 76.38 % Expected term in years 6.08 6.07 6.03 Dividend rate 0.00 % 0.00 % 0.00 % Risk-free interest rate 2.06 % 1.45 % 1.82 % Fair value of option on grant date $ 6.30 $ 4.95 $ 5.53 |
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 years ended December 31, 2017, 2016, and 2015, respectively, was estimated by utilizing the following assumptions: For the Year Ended December 31, 2017 2016 2015 Weighted Average Weighted Average Weighted Average Volatility 81.44 % 82.62 % 79.90 % Expected term in years 4.39 4.89 5.13 Dividend rate 0.00 % 0.00 % 0.00 % Risk-free interest rate 2.08 % 1.37 % 1.63 % Fair value of option on grant date $ 6.80 $ 4.76 $ 7.59 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that gave rise to significant portions of the deferred tax assets were as follows: December 31, 2017 2016 Deferred tax assets/liabilities: Net operating loss carryovers $ 20,880,120 $ 11,711,643 Research and development tax credits 714,087 348,816 Share-based compensation 3,392,111 2,035,042 Accrued compensation 633,745 600,663 Depreciation (10,778 ) (10,318 ) Charitable contributions 53,038 - Intangible assets 9,622,535 1,628,471 Total gross deferred tax assets/liabilities 35,284,858 16,314,317 Valuation allowance (35,284,858 ) (16,314,317 ) Net deferred tax assets (liabilities) $ - $ - |
Reconciliation of Statutory U.S. Federal Rate to Effective Tax Rate | A reconciliation of the statutory U.S. Federal rate to the company’s effective tax rate is as follows: December 31, 2017 2016 2015 Federal income tax benefit at statutory rate (34.00 ) (34.00 ) (34.00 ) State income tax, net of federal benefit (11.77 ) (11.35 ) (11.33 ) Permanent items 0.89 1.16 0.31 Change in valuation allowance 29.18 45.64 45.45 Research and development tax credits (0.56 ) (1.26 ) (0.51 ) Deferred re-measurement 16.31 - - Other (0.05 ) (0.19 ) 0.08 Effective income tax (benefit) expense rate 0 % 0 % 0 % |
Selected Quarterly Financial 27
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Quarterly Financial Information | The following tables contain selected quarterly financial information from 2017 and 2016. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. Three Months Ended (in thousands, except per share data) March 31, June 30, September 30, December 31, 2017 2017 2017 2017 Total operating expenses $ 34,262 $ 10,288 $ 9,409 $ 11,048 Total other income (expense), net 23 40 51 88 Net loss $ (34,239 ) $ (10,248 ) $ (9,358 ) $ (10,960 ) Net loss applicable to common stockholders $ (34,239 ) $ (10,248 ) $ (9,358 ) $ (10,960 ) Net loss per share applicable to common stockholders - basic and diluted (3.48 ) (0.57 ) (0.38 ) (0.45 ) Three Months Ended (in thousands, except per share data) March 31, June 30, September 30, December 31, 2016 2016 2016 2016 Total operating expenses $ 3,714 $ 5,417 $ 5,815 $ 7,589 Total other income (expense), net 32 31 30 27 Net loss $ (3,682 ) $ (5,386 ) $ (5,785 ) $ (7,562 ) Net loss applicable to common stockholders $ (3,682 ) $ (5,386 ) $ (5,785 ) $ (7,562 ) Net loss per share applicable to common stockholders - basic and diluted (0.37 ) (0.55 ) (0.59 ) (0.77 ) |
Nature of Operations - Addition
Nature of Operations - Additional Information (Detail) - USD ($) | May 10, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Organization Consolidation and Presentation of Financial Statements [Line Items] | |||
Net proceeds from issuance of stock | $ 69,750,000 | ||
Operating losses | $ 100,715,668 | $ 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 Accoun29
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | 33 Months Ended | ||
Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015shares | Dec. 31, 2016USD ($)shares | |
Summary of Significant Accounting Policy [Line Items] | ||||
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% | |||
Property and equipment, estimated useful lives | Property and equipment are stated at cost and depreciated over their estimated useful lives of three years using the straight-line method. | |||
Property and equipment, useful lives | 3 years | |||
Financial statement impact of adopting ASU 2016-09 | $ 0 | |||
Options exercised | shares | 4,320 | 0 | 0 | 0 |
401(k)-retirement plan [Member] | ||||
Summary of Significant Accounting Policy [Line Items] | ||||
Company contributions to 401(k) retirement plan | $ 163,942 | $ 36,606 | ||
401(k)-retirement plan [Member] | Scenario One [Member] | ||||
Summary of Significant Accounting Policy [Line Items] | ||||
Percentage of company matching contribution to 401(k) retirement plan | 100.00% | |||
Company matching contributions to employee's eligible compensation deferred | 3.00% | |||
401(k)-retirement plan [Member] | Scenario Two [Member] | ||||
Summary of Significant Accounting Policy [Line Items] | ||||
Percentage of company matching contribution to 401(k) retirement plan | 50.00% | |||
Fair Value Level 1 [Member] | Money Market Funds [Member] | ||||
Summary of Significant Accounting Policy [Line Items] | ||||
Fair value assets | $ 86,600,000 | 51,600,000 | $ 51,600,000 | |
Fair Value Level 2 [Member] | ||||
Summary of Significant Accounting Policy [Line Items] | ||||
Fair value assets | 0 | 0 | 0 | |
Fair value liabilities | 0 | 0 | 0 | |
Fair Value Level 3 [Member] | ||||
Summary of Significant Accounting Policy [Line Items] | ||||
Fair value assets | 0 | 0 | 0 | |
Fair value liabilities | 0 | $ 0 | $ 0 | |
Maximum [Member] | ||||
Summary of Significant Accounting Policy [Line Items] | ||||
FDIC insured amount | $ 250,000 | |||
Maximum [Member] | 401(k)-retirement plan [Member] | Scenario Two [Member] | ||||
Summary of Significant Accounting Policy [Line Items] | ||||
Company matching contributions to employee's eligible compensation deferred | 5.00% | |||
Minimum [Member] | 401(k)-retirement plan [Member] | Scenario Two [Member] | ||||
Summary of Significant Accounting Policy [Line Items] | ||||
Company matching contributions to employee's eligible compensation deferred | 3.00% |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Schedule Potentially Dilutive Securities Excluded from Computations of Diluted Weighted Average Shares Outstanding (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
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 | 4,298,802 | 10,969,080 | 9,872,041 |
Stock options to purchase common 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 | 4,298,802 | 2,987,729 | 1,890,690 |
Preferred stock convertible into common 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 | 7,981,351 |
Preclinical and Clinical Agre31
Preclinical and Clinical Agreements - Additional Information (Detail) - USD ($) | Aug. 26, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Expenses related to clinical research agreements | $ 49,972,102 | $ 9,585,649 | $ 6,611,948 | |
Clinical Research Contract [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Upfront retainer | $ 355,435 | |||
Expenses related to clinical research agreements | $ 4,286,256 |
Property and Equipment and In32
Property and Equipment and Intangible Assets - Summary of Property and Equipment (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Less accumulated depreciation | $ (50,915) | $ (20,192) |
Total property, plant and equipment, net | 51,775 | 43,591 |
Furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture and equipment | $ 102,690 | $ 63,783 |
Property and Equipment and In33
Property and Equipment and Intangible Assets - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 26,917 | $ 16,289 | $ 3,903 |
Intangible assets, net of accumulated amortization | 124,194 | 110,074 | |
Amortization expense | $ 53,393 | $ 40,223 | $ 7,875 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Collaboration agreement accrual | $ 754,841 | |
Payroll and bonus accrual | 1,919,120 | $ 1,324,649 |
Professional fees accrual | 321,852 | 874,525 |
Clinical trials accrual | 753,018 | 409,804 |
Other | 246,503 | 267,265 |
Total | $ 3,995,334 | $ 2,876,243 |
Stockholders' Equity and Pref35
Stockholders' Equity and Preferred Stock - Additional Information (Detail) - USD ($) | May 10, 2017 | Dec. 31, 2017 | Dec. 31, 2015 | 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 | |||
Common stock voting rights | One vote for each share held | |||||
Preferred stock, shares outstanding | 0 | |||||
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 | |||||
Preferred stock, shares issued | 0 | |||||
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) | |||||
Original purchase price of preferred stock | $ 2.125 | |||||
Preferred stock, shares issued | 0 | 2,382,069 | ||||
Series B Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares authorized | 0 | 12,038,506 | ||||
Number of shares issued | 5,599,282 | |||||
Preferred stock, shares outstanding | 0 | 5,599,282 | ||||
Conversion of convertible preferred stock into common stock | (5,599,282) | |||||
Original purchase price of preferred stock | $ 13.395 | |||||
Preferred stock, shares issued | 0 | 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) | |||||
Original purchase price of preferred stock | $ 14.513 | |||||
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 | |||||
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 | |||||
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 ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock-Based Compensation [Line Items] | |||
Share based compensation expense | $ 6,397,756 | $ 3,641,466 | $ 1,457,313 |
Stock options, granted | 1,538,342 | 1,294,711 | 1,883,714 |
Unrecognized compensation expenses | $ 12,508,689 | ||
Unrecognized compensation not yet recognized, period for recognition | 2 years 6 months 25 days | ||
Performance-based Option Awards [Member] | |||
Stock-Based Compensation [Line Items] | |||
Share based compensation expense | $ 830,997 | ||
Unvested stock options, outstanding | 50,000 | ||
Nonemployee Stock Options [Member] | |||
Stock-Based Compensation [Line Items] | |||
Share based compensation expense | $ 416,457 | $ 351,384 | $ 449,010 |
Unvested stock options, outstanding | 37,066 | 73,398 | 59,591 |
Stock options, granted | 27,906 | 34,882 | 11,627 |
Unrecognized compensation expenses | $ 271,294 | ||
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] | |||
Share based compensation expense | $ 5,969,204 | $ 2,485,323 | $ 1,293,388 |
Unvested stock options, outstanding | 2,528,063 | 2,231,275 | 1,872,087 |
Stock options, granted | 1,510,436 | 1,336,573 | 1,872,087 |
Unrecognized compensation expenses | $ 12,237,394 | ||
Employee Stock Option [Member] | Separation Agreement [Member] | |||
Stock-Based Compensation [Line Items] | |||
Share based compensation expense | $ 381,000 | ||
2017 Equity Incentive Plan [Member] | |||
Stock-Based Compensation [Line Items] | |||
Increase of equity incentive plan limit description | The 2017 Plan allows for each January 1, pursuant to the terms of the 2017 Equity Incentive Plan, the Plan Limit shall be increased by the lesser of (x) 5% of the number of shares of Common Stock outstanding as of the immediately preceding December 31 and (y) such lesser number as the Board of Directors may determine in its discretion. | ||
Percentage of number of shares of common stock outstanding | 5.00% | ||
Share based compensation, term of plan | 10 years | ||
Share based compensation, graded vesting period | 4 years | ||
Share based compensation, exercisable | 90 days | ||
2017 Equity Incentive Plan [Member] | Maximum [Member] | |||
Stock-Based Compensation [Line Items] | |||
Common stock, reserved for future issuance | 3,052,059 | ||
2014 Equity Incentive Plan [Member] | |||
Stock-Based Compensation [Line Items] | |||
Shares of common stock authorized for issuance under the Plan | 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 | ||
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. | ||
Share based compensation, percentage of discount from market price on exercise date | 15.00% | ||
Share based compensation, number of shares purchased | 0 | ||
Share based compensation expense | $ 12,100 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Recognized Stock-Based Compensation Expense (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock-Based Compensation [Line Items] | |||
Stock-based compensation expense, Total | $ 6,397,756 | $ 3,641,466 | $ 1,457,313 |
Research and Development [Member] | |||
Stock-Based Compensation [Line Items] | |||
Stock-based compensation expense, Total | 2,417,727 | 1,506,036 | 513,669 |
General and Administrative Expenses [Member] | |||
Stock-Based Compensation [Line Items] | |||
Stock-based compensation expense, Total | $ 3,980,029 | $ 2,135,430 | $ 943,644 |
Stock-Based Compensation - Su38
Stock-Based Compensation - Summary of Assumptions Used to Compute Fair Value of Employee Option Granted (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Stock Option [Member] | |||
Stock-Based Compensation [Line Items] | |||
Weighted Average, Volatility | 80.39% | 82.78% | 76.38% |
Weighted Average, Expected term in years | 6 years 29 days | 6 years 25 days | 6 years 10 days |
Weighted Average, Dividend rate | 0.00% | 0.00% | 0.00% |
Weighted Average, Risk-free interest rate | 2.06% | 1.45% | 1.82% |
Weighted Average, Fair value of option on grant date | $ 6.30 | $ 4.95 | $ 5.53 |
Nonemployee Stock Options [Member] | |||
Stock-Based Compensation [Line Items] | |||
Weighted Average, Volatility | 81.44% | 82.62% | 79.90% |
Weighted Average, Expected term in years | 4 years 4 months 20 days | 4 years 10 months 20 days | 5 years 1 month 17 days |
Weighted Average, Dividend rate | 0.00% | 0.00% | 0.00% |
Weighted Average, Risk-free interest rate | 2.08% | 1.37% | 1.63% |
Weighted Average, Fair value of option on grant date | $ 6.80 | $ 4.76 | $ 7.59 |
Stock-Based Compensation - Su39
Stock-Based Compensation - Summary of Options Outstanding and Weighted Average Exercise Price (Detail) - USD ($) | 12 Months Ended | 33 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Number of Shares, Options Outstanding, Beginning balance | 2,987,729 | 1,953,480 | 69,766 | |
Number of Shares, Granted | 1,538,342 | 1,294,711 | 1,883,714 | |
Number of Shares, Exercised | (4,320) | 0 | 0 | 0 |
Number of Shares, Forfeited | (222,949) | (260,462) | 0 | |
Number of Shares, Options Outstanding, Ending balance | 4,298,802 | 2,987,729 | 1,953,480 | 2,987,729 |
Number of Shares, Vested and exercisable | 1,733,673 | 683,070 | 23,255 | 683,070 |
Weighted Average Exercise Price, Options Outstanding | $ 7.46 | $ 7.95 | $ 0.22 | |
Weighted Average Exercise Price, Granted | 9.03 | 6.87 | 8.24 | |
Weighted Average Exercise Price, Exercised | 6.26 | 0 | 0 | |
Weighted Average Exercise Price, Forfeited | 6.61 | 8.18 | 0 | |
Weighted Average Exercise Price, Options Outstanding | 8.07 | 7.46 | 7.95 | $ 7.46 |
Weighted Average Exercise Price, Vested and exercisable | $ 7.65 | $ 7.71 | $ 0.22 | $ 7.71 |
Weighted Average Remaining Contractual Life, Options Outstanding | 8 years 3 months 25 days | 8 years 9 months 25 days | 8 years 2 months 4 days | |
Weighted Average Remaining Contractual Life, Vested and exercisable | 7 years 11 months 1 day | 8 years 5 months 19 days | 8 years 8 months 15 days | |
Weighted Average Remaining Contractual Life, Granted | 9 years 2 months 8 days | |||
Aggregate Intrinsic Value, Options Outstanding | $ 8,174,686 | $ 837,036 | $ 780,500 | $ 837,036 |
Aggregate Intrinsic Value, Vested and exercisable | $ 3,865,036 | $ 253,969 | $ 567,000 | $ 253,969 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Line Items] | ||||
Net operating loss carryforwards expiration year | 2,035 | |||
Provision for income taxes | $ 0 | |||
Increase in valuation allowance | 18,971,000 | $ 10,174,000 | $ 5,992,200 | |
Valuation allowance | $ 35,284,858 | $ 16,314,317 | $ 6,140,000 | |
U.S. corporate rate | 34.00% | 34.00% | 34.00% | |
Decrease in deferred tax assets | $ 10,605,000 | |||
Unrecognized tax benefits or related interest and penalties accrued | 0 | $ 0 | $ 0 | |
Uncertain tax position | 0 | $ 0 | $ 0 | |
Scenario Plan [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
U.S. corporate rate | 21.00% | |||
New York State Division of Taxation and Finance Member [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Net operating loss carryforwards | 59,701,000 | |||
Federal [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Net operating loss carryforwards | 59,943,000 | |||
State [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Net operating loss carryforwards | $ 62,478,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets/liabilities: | |||
Net operating loss carryovers | $ 20,880,120 | $ 11,711,643 | |
Research and development tax credits | 714,087 | 348,816 | |
Share-based compensation | 3,392,111 | 2,035,042 | |
Accrued compensation | 633,745 | 600,663 | |
Depreciation | (10,778) | (10,318) | |
Charitable contributions | 53,038 | ||
Intangible assets | 9,622,535 | 1,628,471 | |
Total gross deferred tax assets/liabilities | 35,284,858 | 16,314,317 | |
Valuation allowance | $ (35,284,858) | $ (16,314,317) | $ (6,140,000) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory U.S. Federal Rate to Effective Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax benefit at statutory rate | (34.00%) | (34.00%) | (34.00%) |
State income tax, net of federal benefit | (11.77%) | (11.35%) | (11.33%) |
Permanent items | 0.89% | 1.16% | 0.31% |
Change in valuation allowance | 29.18% | 45.64% | 45.45% |
Research and development tax credits | (0.56%) | (1.26%) | (0.51%) |
Deferred re-measurement | 16.31% | ||
Other | (0.05%) | (0.19%) | 0.08% |
Effective income tax (benefit) expense rate | 0.00% | 0.00% | 0.00% |
Commitment and Contingencies -
Commitment and Contingencies - Additional Information (Detail) | Dec. 15, 2016USD ($)Product | Mar. 26, 2015USD ($)Trial$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($) | Apr. 01, 2014$ / shares |
Loss Contingencies [Line Items] | ||||||
Common stock, shares issued | shares | 24,606,256 | 9,838,590 | ||||
Common stock, shares issued value | $ 24,606 | $ 9,839 | ||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Research and development | $ 49,972,102 | $ 9,585,649 | $ 6,611,948 | |||
Lundbeck [Member] | License Agreement [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
License agreement entered date | Mar. 26, 2015 | |||||
License agreement milestone payments | $ 250,000 | |||||
First payment due upon completion of first phase | $ 10,000,000 | |||||
Number of trial | Trial | 3 | |||||
Common stock, shares issued | shares | 489,756 | |||||
Common stock, shares issued value | $ 4,011,842 | |||||
Common stock, par value | $ / shares | $ 8.20 | |||||
Research and development | $ 4,270,024 | |||||
Lundbeck [Member] | License Agreement [Member] | Maximum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
License agreement milestone payments | $ 181,000,000 | |||||
Northwestern University [Member] | License Agreement [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
License agreement entered date | Dec. 15, 2016 | |||||
Upfront non-creditable one-time license issuance fee payment | $ 75,000 | |||||
Annual license maintenance fee payable | $ 20,000 | |||||
License agreement, description of rights and obligation | In consideration for the rights granted to the Company under the Northwestern agreement, the Company is required to pay to Northwestern up to an aggregate of $5.3 million upon the achievement of certain development and regulatory milestones for the first product covered by the Northwestern Patents, and, upon commercialization of any such products, will be required to pay to Northwestern a tiered royalty on net sales of such products by the Company, its affiliates or sublicensees, at percentages in the low to mid single-digits, subject to standard reductions and offsets. The Company’s royalty obligations continue on a product-by-product and country-by-country basis until the later of the expiration of the last-to-expire valid claim in a licensed patent covering the applicable product in such country and 10 years following the first commercial sale of such product in such country. If the Company sublicenses a Northwestern Patent Right, it will be obligated to pay to Northwestern a specified percentage of sublicense revenue received by the Company, ranging from the high single digits to the low-teens. | |||||
Minimum number of product covered under license agreement | Product | 1 | |||||
Northwestern University [Member] | License Agreement [Member] | Maximum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Consideration payable for rights grant | $ 5,300,000 |
Collaboration Agreement - Addit
Collaboration Agreement - Additional Information (Detail) - USD ($) | May 10, 2017 | Jan. 06, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Preferred stock, shares issued | 0 | ||||
Fair value of Series B-1 Preferred Stock | $ 25,861,228 | $ 70,639,162 | |||
Research and development | 49,972,102 | $ 9,585,649 | $ 6,611,948 | ||
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 | ||||
Percentage of outstanding shares of capital stock future payments | 19.99% | ||||
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 | $ 4,321,951 | ||||
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 |
Selected Quarterly Financial 45
Selected Quarterly Financial Data (Unaudited) - Schedule of Selected Quarterly Financial Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Data [Abstract] | |||||||||||
Total operating expenses | $ 11,048,000 | $ 9,409,000 | $ 10,288,000 | $ 34,262,000 | $ 7,589,000 | $ 5,815,000 | $ 5,417,000 | $ 3,714,000 | $ 65,007,563 | $ 22,535,174 | $ 13,190,374 |
Total other income (expense), net | 88,000 | 51,000 | 40,000 | 23,000 | 27,000 | 30,000 | 31,000 | 32,000 | 201,509 | 120,822 | 30,281 |
Net loss and comprehensive loss | (10,960,000) | (9,358,000) | (10,248,000) | (34,239,000) | (7,562,000) | (5,785,000) | (5,386,000) | (3,682,000) | (64,806,054) | (22,414,352) | (13,160,093) |
Net loss applicable to common stockholders | $ (10,960,000) | $ (9,358,000) | $ (10,248,000) | $ (34,239,000) | $ (7,562,000) | $ (5,785,000) | $ (5,386,000) | $ (3,682,000) | $ (64,806,054) | $ (22,414,352) | $ (13,160,093) |
Net loss per share attributable to common stockholders, basic and diluted | $ (0.45) | $ (0.38) | $ (0.57) | $ (3.48) | $ (0.77) | $ (0.59) | $ (0.55) | $ (0.37) | $ (3.35) | $ (2.28) | $ (1.36) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 29, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 15, 2018 | |
Subsequent Event [Line Items] | |||||
Granted option awards | 1,538,342 | 1,294,711 | 1,883,714 | ||
Weighted average exercise price | $ 9.03 | $ 6.87 | $ 8.24 | ||
Subsequent Event [Member] | New York State Division of Taxation and Finance Member [Member] | |||||
Subsequent Event [Line Items] | |||||
Refundable tax credit towards future tax expense | $ 186,218 | ||||
Performance-based Option Awards [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Granted option awards | 976,476 | ||||
Weighted average exercise price | $ 9.02 |