Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 03, 2017 | Jun. 30, 2016 | |
Document and Entity Information | |||
Entity Registrant Name | INVIVO THERAPEUTICS HOLDINGS CORP. | ||
Entity Central Index Key | 1,292,519 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 183,453,628 | ||
Entity Common Stock, Shares Outstanding | 32,110,826 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 21,464 | $ 14,920 |
Restricted cash | 361 | 361 |
Marketable securities | 11,577 | 5,274 |
Prepaid expenses and other current assets | 451 | 184 |
Total current assets | 33,853 | 20,739 |
Property, equipment and leasehold improvements, net | 510 | 938 |
Other assets | 421 | 115 |
Total assets | 34,784 | 21,792 |
Current liabilities: | ||
Accounts payable | 1,011 | 521 |
Loan payable, current portion | 423 | 395 |
Derivative warrant liability | 1,314 | 1,907 |
Deferred rent, current portion | 141 | 115 |
Accrued expenses | 1,959 | 374 |
Total current liabilities | 4,848 | 3,312 |
Loan payable, net of current portion | 852 | 1,275 |
Deferred rent, net of current portion | 135 | 276 |
Total liabilities | 5,835 | 4,863 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.00001 par value, authorized 100,000,000 shares, issued and outstanding 32,044,087 shares at December 31, 2016; and authorized 50,000,000 shares, issued and outstanding 27,555,948 shares at December 31, 2015 | 1 | 1 |
Additional paid-in capital | 185,955 | 150,497 |
Accumulated deficit | (157,007) | (133,569) |
Total stockholders' equity | 28,949 | 16,929 |
Total liabilities and stockholders' equity | $ 34,784 | $ 21,792 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Consolidated Balance Sheets | ||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, authorized | 100,000,000 | 50,000,000 |
Common stock, issued | 32,044,087 | 27,555,948 |
Common stock, outstanding | 32,044,087 | 27,555,948 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating expenses: | |||
Research and development | $ 12,557 | $ 10,058 | $ 10,273 |
General and administrative | 11,506 | 12,340 | 7,566 |
Total operating expenses | 24,063 | 22,398 | 17,839 |
Operating loss | (24,063) | (22,398) | (17,839) |
Other income (expense): | |||
Interest income | 187 | 60 | 5 |
Interest expense | (155) | (172) | (136) |
Derivatives gain (loss) | 593 | (10,804) | (376) |
Other income (expense), net | 625 | (10,916) | (507) |
Net loss | $ (23,438) | $ (33,314) | $ (18,346) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.76) | $ (1.26) | $ (0.83) |
Weighted average number of common shares outstanding, basic and diluted | 31,025,585 | 26,461,374 | 22,080,761 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Stockholders' Equity Attributable to Parent, Beginning Balance at Dec. 31, 2013 | $ 1 | $ 94,798 | $ (81,909) | $ 12,890 |
Beginning Balance, (in shares) at Dec. 31, 2013 | 19,693,434 | |||
Share-based compensation expense | 2,730 | 2,730 | ||
Issuance of common stock in public offerings | 7,770 | 7,770 | ||
Issuance of stock in public offering (in shares) | 3,500,312 | |||
Issuance of common stock for services | 477 | 477 | ||
Issuance of common stock for services (in shares) | 74,626 | |||
Issuance of common stock upon cashless exercise of warrants (in shares) | 6,903 | |||
Issuance of common stock upon exercise of warrants | 12 | 12 | ||
Issuance of common stock upon exercise of warrants (in shares) | 9,975 | |||
Issuance of common stock upon exercise of stock options | 212 | 212 | ||
Issuance of common stock upon exercise of stock options (in shares) | 132,900 | |||
Issuance of common stock to 401(k) plan | $ 173 | 173 | 173 | |
Issuance of common stock to 401(k) plan (in shares) | 41,753 | |||
Net loss | (18,346) | (18,346) | ||
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2014 | $ 1 | 106,172 | (100,255) | 5,918 |
Ending Balance, (in shares) at Dec. 31, 2014 | 23,453,000 | |||
Share-based compensation expense | 4,666 | 4,666 | ||
Issuance of common stock in public offerings | 14,480 | 14,480 | ||
Issuance of stock in public offering (in shares) | 2,388,245 | |||
Issuance of common stock upon cashless exercise of warrants (in shares) | 25,052 | |||
Issuance of common stock upon exercise of warrants | 7,789 | 7,789 | ||
Issuance of common stock upon exercise of warrants (in shares) | 1,379,575 | |||
Issuance of common stock upon exercise of stock options | 1,068 | 1,068 | ||
Issuance of common stock upon exercise of stock options (in shares) | 316,177 | |||
Fair value of derivative warrant liability reclassified to additional paid-in capital | 16,121 | 16,121 | ||
Fractional shares issued due to reverse stock split | 1,514 | |||
Issuance of common stock to 401(k) plan | $ 201 | 201 | 201 | |
Issuance of common stock to 401(k) plan (in shares) | 17,437 | |||
Net loss | (33,314) | (33,314) | ||
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2015 | $ 1 | 150,497 | (133,569) | $ 16,929 |
Ending Balance, (in shares) at Dec. 31, 2015 | 27,555,948 | 27,555,948 | ||
Share-based compensation expense | 5,063 | $ 5,063 | ||
Issuance of common stock and warrants in public offerings, net of $2,040 issuance costs | 29,905 | 29,905 | ||
Issuance of common stock and warrants in public offerings, net of $2,040 issuance costs (in shares) | 4,293,333 | |||
Issuance of common stock for services (in shares) | 365 | |||
Issuance of common stock upon cashless exercise of warrants (in shares) | 4,979 | |||
Issuance of common stock upon exercise of stock options | 191 | 191 | ||
Issuance of common stock upon exercise of stock options (in shares) | 135,205 | |||
Issuance of common stock under ESPP | 91 | 91 | ||
Issuance of common stock under ESPP (in shares) | 16,729 | |||
Issuance of common stock to 401(k) plan | $ 208 | 208 | 208 | |
Issuance of common stock to 401(k) plan (in shares) | 37,528 | |||
Net loss | (23,438) | (23,438) | ||
Stockholders' Equity Attributable to Parent, Ending Balance at Dec. 31, 2016 | $ 1 | $ 185,955 | $ (157,007) | $ 28,949 |
Ending Balance, (in shares) at Dec. 31, 2016 | 32,044,087 | 32,044,087 |
Consolidated Statements of Cha6
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Consolidated Statements of Changes in Stockholders' Equity (Deficit) | |
Issuance of common stock & warrants in a public offering, stock issuance costs | $ 2,040 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net loss | $ (23,438) | $ (33,314) | $ (18,346) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 553 | 689 | 752 |
Derivatives (gain) loss | (593) | 10,804 | 376 |
Common stock issued to 401(k) plan | 208 | 201 | 173 |
Common stock issued for services | 477 | ||
Share-based compensation expense | 5,063 | 4,666 | 2,730 |
Other non-cash investment activities | 98 | ||
Changes in operating assets and liabilities: | |||
Restricted cash | 61 | 180 | |
Prepaid expenses | (267) | 888 | (363) |
Insurance receivable | (689) | ||
Other assets | (324) | 3 | 4 |
Accounts payable | 489 | (48) | (330) |
Accrued expenses | 1,471 | (279) | (248) |
Net cash used in operating activities | (16,740) | (16,329) | (15,284) |
Cash flows from investing activities: | |||
Purchases of marketable securities | (18,916) | (5,274) | |
Sales of marketable securities | 12,515 | ||
Non-cash disposals of property and equipment | 45 | ||
Purchases of property and equipment | (107) | (5) | (47) |
Net cash used in investing activities | (6,508) | (5,279) | (2) |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options | 191 | 1,068 | 212 |
Proceeds from issuance of stock under ESPP | 91 | ||
Proceeds from exercise of warrants | 7,789 | 12 | |
Repayment of note payable | (18) | (56) | |
Principal payments on capital lease obligation | (21) | ||
Repayment of loan payable | (395) | (250) | |
Proceeds from issuance of common stock and warrants | 29,905 | 14,480 | 14,618 |
Net cash provided by financing activities | 29,792 | 23,069 | 14,765 |
Increase (decrease) in cash and cash equivalents | 6,544 | 1,461 | (521) |
Cash and cash equivalents at beginning of period | 14,920 | 13,459 | 13,980 |
Cash and cash equivalents at end of period | 21,464 | 14,920 | 13,459 |
Supplemental disclosure of cash flow information and non-cash investing and financing activities: | |||
Cash paid for interest | 103 | 121 | 132 |
Fair value of warrants issued in connection with underwriting agreement | $ 6,848 | ||
Cashless exercise of equity-classified warrants to common stock | $ 90 | 251 | |
Reclassification of derivative warrant liability to additional paid-in capital | $ 16,121 |
NATURE OF OPERATIONS AND GOING
NATURE OF OPERATIONS AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2016 | |
NATURE OF OPERATIONS AND GOING CONCERN | |
NATURE OF OPERATIONS AND GOING CONCERN | 1. NATURE OF OPERATIONS AND GOING CONCERN Business InVivo Therapeutics Holdings Corp. (the “Company”) is a pioneering biomaterials and biotechnology company with a focus on the treatment of spinal cord injuries (“SCIs”). The Company’s proprietary technologies incorporate intellectual property that is licensed under an exclusive, worldwide license from Boston Children’s Hospital and the Massachusetts Institute of Technology, as well as intellectual property that has been developed internally in collaboration with its advisors and partners. Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets, and raising capital. The Company has historically financed its operations primarily through the sale of equity-related securities. At December 31, 2016, the Company has consolidated cash, cash equivalents, and marketable securities of $33,041. The Company has not achieved profitability and may not be able to realize sufficient revenue to achieve or sustain profitability in the future. The Company does not expect to be profitable in the next several years, but rather expects to incur additional operating losses. The Company has limited liquidity and capital resources and must obtain significant additional capital resources in order to sustain its product development efforts, for acquisition of technologies and intellectual property rights, for preclinical and clinical testing of its anticipated products, pursuit of regulatory approvals, acquisition of capital equipment, laboratory and office facilities, establishment of production capabilities, for selling, general and administrative expenses, and other working capital requirements. The Company expects that it will need additional capital to fund its operations, which it may raise through a combination of equity offerings, debt financings, other third party funding, marketing and distribution arrangements, and other collaborations, strategic alliances, and licensing arrangements. Going Concern The Company’s financial statements as of December 31, 2016 were prepared under the assumption that the Company will continue as a going concern. At December 31, 2016, the Company had cash, cash equivalents, and marketable securities of $33,041. Given the Company’s development plans, it estimates cash resources will be sufficient to fund its operations into the beginning of the second quarter of 2018. This estimate is based on assumptions that may prove to be wrong; expenses could prove to be significantly higher, leading to a more rapid consumption of the Company’s existing resources. The Company’s ability to continue as a going concern depends on its ability to obtain additional equity or debt financing, attain further operating efficiencies, reduce expenditures, and, ultimately, to generate revenue. If the Company is unable to continue as a going concern, it may have to liquidate its assets and may receive less than the value at which those assets are carried on its audited financial statements, and it is likely that investors will lose all or part of their investment. If the Company seeks additional financing to fund its business activities in the future and there remains substantial doubt about its ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to the Company on commercially reasonable terms or at all. Based on these factors, management determined that there is substantial doubt regarding the Company’s ability to continue as a going concern. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies followed by the Company in the preparation of the financial statements is as follows: Use of estimates The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements and the reported amounts expensed during the reporting period. Actual results could differ from those estimates and changes in estimates may occur. Basis of presentation and principles of consolidation The consolidated financial statements include the accounts of InVivo Therapeutics Holdings Corp. and its wholly‑owned subsidiary, InVivo Therapeutics Corporation. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Cash and cash equivalents The Company considers only those investments that are highly liquid, readily convertible to cash, and that mature within three months from date of purchase to be cash equivalents. At December 31, 2016 and 2015, cash equivalents were comprised of money market funds and other short-term investments. Cash and cash equivalents consist of the following: December 31, 2016 2015 Cash $ $ Money market funds Total cash and cash equivalents $ $ Marketable securities The Company invests its excess cash in fixed income instruments denominated and payable in U.S. dollars, including obligations of the U.S. government and its agencies, money market instruments, money market funds, corporate obligations, asset-backed securities, and municipal obligations. As of December 31, 2016, the Company’s investment portfolio consists of marketable securities with an original maturity of greater than 90 days. The Company has designated all investments as available-for-sale and therefore, such investments are reported at fair value. For securities sold prior to maturity, the cost of securities sold is based on the specific identification method. Realized gains and losses on the sale of investments are recorded in interest income (expense), net. Interest is recorded when earned. Investments with original maturities greater than approximately three months and remaining maturities less than one year are classified as short-term investments. Investments with remaining maturities greater than one year are classified as long-term investments. The Company considers securities with maturities of three months or less from the purchase date to be cash equivalents. At December 31, 2016, the aggregate fair value of the Company’s marketable securities was $11,577. At December 31, 2015, the aggregate fair value of the Company’s marketable securities was $5,274. Gross unrealized gains and losses were insignificant for the years ended December 31, 2016 and 2015. We conduct periodic reviews to identify and evaluate each investment that is in an unrealized loss position in order to determine whether an other-than-temporary impairment exists. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. Unrealized losses on available-for-sale debt securities that are determined to be temporary, and not related to credit loss, are recorded, net of tax, in accumulated other comprehensive income (loss). Restricted cash Restricted cash as of December 31, 2016 and 2015 was $361 and included a $50 security deposit related to the Company’s credit card account and a $311 standby letter of credit in favor of a landlord (see Note 17). Financial instruments The carrying amounts reported in the Company’s consolidated balance sheets for cash, cash equivalents, marketable securities and accounts payable approximate fair value based on the short‑term nature of these instruments. The carrying value of the loan payable approximates fair value due to market terms. Property and equipment Property and equipment are carried at cost. Depreciation and amortization expense are recorded over the estimated useful lives of the assets using the straight‑line method. A summary of the estimated useful lives is as follows: Classification Estimated Useful Life Computer hardware 5 years Software 3 years Office furniture and equipment 5 years Research and lab equipment 5 years Leasehold improvements Remaining life of lease Research and development expenses Costs incurred for research and development are expensed as incurred. Concentrations of credit risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, and marketable securities. The Company maintains cash in commercial banks, which may at times exceed Federally Insured limits. The Company has not experienced any loss in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. Segment information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed its operations and manages its business as principally one operating segment, which is developing and commercializing biopolymer scaffolding devices for the treatment of spinal cord injuries. As of December 31, 2016 and 2015, all of the Company’s assets were located in one location in the United States. Income taxes For federal and state income taxes, deferred tax assets and liabilities are recognized based upon temporary differences between the financial statement and the tax basis of assets and liabilities. Deferred income taxes are based upon prescribed rates and enacted laws applicable to periods in which differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Accordingly, the Company provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts that are realizable. Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are required to be evaluated to determine whether the tax positions are “more‑likely‑than‑not” of being sustained by the applicable tax authority. Tax positions not deemed to meet a more‑likely‑than‑not threshold would be recorded as a tax expense in the current year. There were no material uncertain tax positions that required accrual or disclosure to the financial statements as of December 31, 2016 or 2015. Tax years subsequent to 2013 remain open to examination by U.S. federal and state tax authorities. Impairment of long‑lived assets The Company continually monitors events and changes in circumstances that could indicate that carrying amounts of long‑lived assets may not be recoverable. An impairment loss is recognized when expected cash flows are less than an asset’s carrying value. Accordingly, when indicators of impairment are present, the Company evaluates the carrying value of such assets in relation to the operating performance and future undiscounted cash flows of the underlying assets. The Company’s policy is to record an impairment loss when it is determined that the carrying value of the asset may not be recoverable. No impairment charges were recorded for the years ended December 31, 2016, 2015, and 2014. Share‑based payments The Company accounts for all stock-based payment awards granted to employees and nonemployees using a fair value method. The Company’s stock-based payments include stock options and grants of common stock, including common stock subject to vesting. The measurement date for employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the employees’ requisite service period, which is the vesting period, on a straight-line basis. The measurement date for nonemployee awards is the date the services are completed, resulting in periodic adjustments to stock-based compensation during the vesting period for changes in the fair value of the awards. Stock-based compensation costs for nonemployees are recognized as expense over the vesting period on a straight-line basis. Stock-based compensation is classified in the accompanying consolidated statements of operations and comprehensive loss based on the department to which the related services are provided. Derivative instruments The Company generally does not use derivative instruments to hedge exposures to cash‑flow or market risks; however, certain warrants to purchase common stock that do not meet the requirements for classification as equity are classified as liabilities. In such instances, net‑cash settlement is assumed for financial reporting purposes, even when the terms of the underlying contracts do not provide for a net‑cash settlement. Such financial instruments are initially recorded at fair value, with subsequent changes in fair value charged (credited) to operations in each reporting period. If these instruments subsequently meet the requirements for classification as equity, the Company reclassifies the fair value to equity. Net loss per common share Basic net loss per share of common stock has been computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted net income per share of common stock has been computed by dividing net income by the weighted average number of shares outstanding plus the dilutive effect, if any, of outstanding stock options, warrants and convertible securities. Diluted net loss per share of common stock has been computed by dividing the net loss for the period by the weighted average number of shares of common stock outstanding during such period. In a net loss period, options, warrants related to the Company’s May 2014 capital raise, which include an anti-dilution provisions, and convertible securities are anti‑dilutive and therefore excluded from diluted loss per share calculations. For the year ended December 31, 2016, 2015, and 2014, the following potentially dilutive securities were not included in the computation of net loss per share because the effect would be anti-dilutive: 2016 2015 2014 Stock options Warrants Reclassifications Certain amounts in prior period financial statements have been reclassified to conform to the current period presentation. Marketable securities were previously included in cash and cash equivalents on the balance sheet but are now reflected as a separate line item on the balance sheet. Cash activities related to the purchase and sale of marketable securities have been reflected within investing activities in the statement of cash flows. The unrealized gains or losses related to these marketable securities are immaterial for all periods presented. Recent accounting pronouncements In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements—Going Concern , on disclosure of uncertainties about an entity's ability to continue as a going concern. This guidance addresses management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern and to provide related footnote disclosures. The guidance is effective for fiscal years ending after December 15, 2016 including interim reporting periods within each annual reporting period, with early adoption permitted. The Company adopted this guidance as of December 31, 2016. The adoption of ASU 2014-15 impacted presentation and disclosure only and did not have any impact on the Company’s financial position or results of operations. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) to provide updated guidance on revenue recognition. ASU 2014-09 requires a company to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies may need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price, and allocating the transaction price to each separate performance obligation. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which deferred the effective date of ASU 2014-09 by one year. Accordingly, ASU 2014-09 is effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim reporting periods within each annual reporting period. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606) : Principal versus Agent Considerations (Reporting Revenue Gross Versus Net) , which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , which clarifies certain aspects of identifying performance obligations and licensing implementation guidance. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which relates to disclosures of remaining performance obligations, as well as other amendments to guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes collected from customers. These standards have the same effective date and transition date of December 15, 2017. Currently, this guidance is not applicable to the Company as the Company is still in the research and development stage. However, the Company will continue to evaluate the impact of adopting ASU 2014-09 on its consolidated financial statements when the Company begins to generate revenue. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases . Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance leases or operating leases, with classification affecting the pattern of expense recognition in the statement of operations. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within each annual reporting period. The Company is currently evaluating the impact of the adoption of this ASU on the financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Accounting (“ASU 2016-09”) to require changes to several areas of employee share-based payment accounting in an effort to simplify share-based reporting. The update revises requirements in the following areas: minimum statutory withholding, accounting for income taxes, forfeitures, and intrinsic value accounting for private entities. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, including interim reporting periods within each annual reporting period. The Company will adopt this standard on January 1, 2017, and the adoption is not expected to have a material impact on the Company’s financial statements. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”) to address how certain cash receipts and cash payments are presented and classified in the statement of cash flows in an effort to reduce existing diversity in practice. The update includes eight specific cash flow issues and provides guidance on the appropriate cash flow presentation for each. ASU 2016-15 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within each annual reporting period. The Company does not expect the adoption of this guidance to have a material impact on the financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash to clarify how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. Under this new update, entities are required to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. This guidance will be applied retrospectively and is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within each annual reporting period. The Company is currently evaluating the impact of the adoption of this ASU on the financial statements. |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 12 Months Ended |
Dec. 31, 2016 | |
MARKETABLE SECURITIES | |
MARKETABLE SECURITIES | 3. MARKETABLE SECURITIES The Company invests its excess cash in fixed income instruments denominated and payable in U.S. dollars including money market accounts, commercial paper, and corporate obligations in accordance with the Company’s investment policy that primarily seeks to maintain adequate liquidity and preserve capital. The following table summarizes the Company’s cash, cash equivalents, and marketable securities as of December 31, 2016 and 2015: December 31, 2016 2015 Cash $ $ Money market funds Marketable securities Total cash, cash equivalents and marketable securities $ $ As of December 31, 2016, the Company’s investment portfolio consists of marketable securities with an original maturity of greater than 90 days. The Company has designated all investments as available-for-sale and therefore, such investments are reported at fair value. As of December 31, 2016, the fair value of the Company’s marketable securities approximates amortized cost and therefore the insignificant gains/losses on these securities have been included within Other Income (Expense) on the Statement of Operations. The following table summarizes the Company’s short-term investments in marketable securities by category as of December 31, 2016 and 2015: Amortized Cost Unrealized Gains Unrealized Losses Fair Value December 31, 2016 Commercial paper Corporate obligations — — Total $ $ — $ — $ December 31, 2015 Commercial paper Corporate obligations — — Total $ $ — $ — $ As of December 31, 2016 and 2015, the Company’s investments in marketable securities are classified in current assets as they are due in one year or less. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2016 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | 4. PROPERTY AND EQUIPMENT Property and equipment, net consisted of the following: 2016 2015 Computer software and hardware $ $ Research and lab equipment Leasehold improvements Office equipment Less accumulated depreciation and amortization Property and equipment, net $ $ Depreciation and amortization expense for the years ended December 31, 2016, 2015, and 2014 was $536, $672, and $735, respectively. Maintenance and repairs are charged to expense as incurred and any additions or improvements are capitalized. The Company had no disposals for the years ended December 31, 2016 and 2015. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
INTANGIBLE ASSETS | |
INTANGIBLE ASSETS | 5. INTANGIBLE ASSETS Intangible assets, included in “other assets,” consisted of patent licensing fees paid to license intellectual property (see Note 16). The Company is amortizing the license fee as a research and development expense over the 15–year term of the license. 2016 2015 Patent licensing fee $ $ Accumulated amortization $ $ For each of the years ended December 31, 2016, 2015, and 2014, the amortization expense was $17. Amortization expense is expected to be $17 per year for 2017, 2018, 2019, and 2020, and $10 in 2021. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2016 | |
ACCRUED EXPENSES | |
ACCRUED EXPENSES | 6. ACCRUED EXPENSES Accrued expenses consisted of the following: December 31, 2016 2015 Accrued bonus $ $ — Accrued payroll Accrued vacation Accrued severance — Other accrued expenses Total accrued expenses $ $ |
FAIR VALUE OF ASSETS AND LIABIL
FAIR VALUE OF ASSETS AND LIABILITIES | 12 Months Ended |
Dec. 31, 2016 | |
FAIR VALUE OF ASSETS AND LIABILITIES | |
FAIR VALUE OF ASSETS AND LIABILITIES | 7. FAIR VALUES OF ASSETS AND LIABILITIES The Company groups its assets and liabilities generally measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. Level 1—Valuation is based on quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities, generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2—Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. The Company uses valuation methods and assumptions that consider, among other factors, the fair value of the underlying stock, risk‑free interest rate, volatility, expected life, and dividend rates in estimating the fair value for the warrants considered to be derivative instruments. Assets and liabilities measured at fair value on a recurring basis are summarized below: At December 31, 2016 Level 1 Level 2 Level 3 Fair Value Cash equivalents $ $ — $ — $ Marketable securities — — Derivative warrant liability $ — $ $ — $ At December 31, 2015 Level 1 Level 2 Level 3 Fair Value Cash equivalents $ $ — $ — $ Marketable securities — — Derivative warrant liability $ — $ $ — $ |
NOTE PAYABLE
NOTE PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
NOTE PAYABLE | |
NOTE PAYABLE | 8. NOTE PAYABLE In May 2013, the Company entered into a contract for the purchase of an enterprise resource planning (“ERP”) system for $150. The total cost for the ERP system, including interest, is $159, with an implicit interest rate of approximately 6%. This non-cancelable purchase agreement was still in effect at December 31, 2016, but there are no future minimum principal payments to be made under the agreement due to the fact that any amounts due have been paid in full. In the third quarter of 2013, the Company decided to abandon the implementation of the ERP system. As such, the ERP system cost of $150 was fully expensed in 2013. The Company reserves the right to implement the ERP system at a future date. |
LOAN PAYABLE
LOAN PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
LOAN PAYABLE | |
LOAN PAYABLE | 9. LOAN PAYABLE In October 2012, the Company entered into a loan agreement with the Massachusetts Development Finance Agency (“MassDev”). The loan agreement provided the Company with a $2,000 line of credit from the Commonwealth of Massachusetts’s Emerging Technology fund, with $200 designated to be used for working capital purposes and the remainder to be used for the purchase of capital equipment. The annual interest rate on the loan is fixed at 6.5% with interest-only payments for the first thirty months, commencing on November 1, 2012, and then equal interest and principal payments over the next fifty‑four months, until the final maturity of the loan on October 5, 2019. Commencing on May 1, 2015, equal monthly principal payments of $41 are due until loan maturity. Therefore, for the years ending December 31, 2017, 2018, and 2019, principal payments of $423, $452, and $400, respectively, will be due. In October 2012, as part of the agreement, the Company issued MassDev a warrant for the purchase of 9,037 shares of the Company’s common stock. The warrant has a seven-year term and is exercisable at $6.64 per share. The fair value of the warrant was determined to be $32 and is being amortized through interest expense over the life of the note. For each of the years ended December 31, 2016, 2015, and 2014, amortization expense was $5, and was included in interest expense in the Company’s consolidated statements of operations. The equipment line of credit is secured by substantially all the assets of the Company, excluding intellectual property. Interest expense related to this loan was $99, $126, and $127 for the years ended December 31, 2016, 2015, and 2014, respectively. At December 31, loans payable consisted of the following: December 31, 2016 2015 MassDev Loan $ $ Less: current portion $ $ |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
INCOME TAXES | |
INCOME TAXES | 10. INCOME TAXES No provision or benefit for federal or state income taxes has been recorded as the Company has incurred a net loss for all of the periods presented and the Company has provided a full valuation allowance against its deferred tax assets. At December 31, 2016, the Company had U.S. federal and Massachusetts net operating loss carryforwards of $95,872 and $88,041, respectively, of which federal carryforwards will expire in varying amounts beginning in 2026. Massachusetts net operating losses begin to expire in 2029. Utili zation of net operating losses may be subject to substantial annual limitations due to the “change in ownership” provisions of the Internal Revenue Code, and similar state provisions. The annual limitations may result in the expiration of net operating losses before utilization. The Company has completed several financings since its inception, which may have resulted in a change in ownership, or could result in a change in ownership in the future, but has not yet completed an analysis of whether an ownership change limitation exists. The Company will complete an appropriate analysis before its tax attributes are utilized. The Company also had federal and state research and development tax credits of $944 and $183, respectively, at December 31, 2016, which will begin to expire in 2025 unless previously utilized. Significant components of the Company’s net deferred tax assets are as follows: December 31, 2016 2015 Net operating loss carryforward $ $ Research and development credit carryforward Stock-based compensation Depreciation and amortization Accrued expenses Charitable contributions Subtotal Valuation allowance Net deferred taxes $ — $ — The Company has maintained a full valuation allowance against its deferred tax assets in all periods presented. A valuation allowance is required to be recorded when it is more likely than not that some portion or all of the net deferred tax assets will not be realized. Since the Company cannot be assured of generating taxable income and thereby realizing the net deferred tax assets, a full valuation allowance has been provided. In the years ended December 31, 2016 and 2015, the valuation allowance increased by $9,406 and $8,727, respectively. The Company has no uncertain tax positions at December 31, 2016 and 2015 that would affect its effective tax rate. The Company does not anticipate a significant change in the amount of uncertain tax positions over the next twelve months. Since the Company is in a loss carryforward position, the Company is generally subject to U.S. federal and state income tax examinations by tax authorities for all years for which a loss carryforward is available. Income tax benefits computed using the federal statutory income tax rate differ from the same benefits computed using the Company’s effective tax rate primarily due to the following: December 31, 2016 2015 2014 Statutory rate % % % State taxes, net of benefit % % % Permanent differences: Derivative losses % % % Other % % % R&D tax credit % % % Other % % % Increase in valuation reserve % % % Effective tax rate % % % |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Dec. 31, 2016 | |
COMMON STOCK. | |
COMMON STOCK | 11. COMMON STOCK The Company has authorized 100,000,000 shares of common stock, $0.00001 par value per share, of which 32,044,087, shares were issued and outstanding as of December 31, 2016 and 27,555,948 shares were issued and outstanding as of December 31, 2015. During the year ended December 31, 2016, the Company issued an aggregate of 135,205 shares of common stock upon the exercise of stock options and received cash proceeds from such exercises of $191. During the year ended December 31, 2016, the Company issued an aggregate of 4,979 shares of common stock upon the cashless exercise of warrants. During the year ended December 31, 2016, the Company issued an aggregate of 37,528 shares of common stock with a fair value of $208 to the Company’s 401(k) plan as a matching contribution. During the year ended December 31, 2016, the Company issued an aggregate of 16,729 shares of common stock under the Company’s Employee Stock Purchase Plan (the “ESPP”) and received cash proceeds of $91. In March 2016, the Company closed an underwritten public offering of an aggregate of 4,293,333 shares of common stock and warrants to purchase an aggregate of 2,146,666 shares of common stock, at a price to the public of $7.49 per share of common stock and $0.01 per warrant. The net proceeds to the Company, after deducting underwriting discounts and offering expenses, were approximately $29,905. The warrants have a per share exercise price of $10.00, or approximately 133% of the public offering price of the common stock, are exercisable immediately, and expire on March 18, 2021. The warrants contain a cashless exercise feature whereby shares are withheld to cover the exercise cost and the warrant holder receives a net issuance of the remaining shares. The Company intends to use the net proceeds from the offering to fund ongoing clinical trials and for general corporate purposes. During the year ended December 31, 2015, the Company issued an aggregate of 316,177 shares of common stock upon the exercise of stock options, including stock options to purchase 52,224 shares of common stock exercised through cashless exercise provisions resulting in the issuance of 14,961 shares of common stock and stock options to purchase 301,216 shares of common stock exercised for cash, providing cash proceeds of $1,068. During the year ended December 31, 2015, the Company issued an aggregate of 1,379,575 shares of common stock upon the exercise of warrants, including warrants to purchase 40,955 shares of common stock exercised through cashless exercise provisions resulting in the issuance of 25,052 shares of common stock and warrants to purchase 1,354,523 shares of common stock exercised for cash, providing net cash proceeds of $7,789. During the year ended December 31, 2015, the Company issued an aggregate of 17,437 shares of common stock with a fair value of $201 to the Company’s 401(k) plan as a matching contribution. In January 2015, the Company closed a registered direct offering of an aggregate of 2,000,000 shares of common stock, resulting in net proceeds of $11,038. As part of the adjustment to reflect the Company’s 1-for-4 reverse stock split on its common stock on April 8, 2015, the Company issued 1,514 shares of common stock to account for the fractional roundup of shareholders. In July 2015, the Company entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”) pursuant to which the Company may issue and sell from time to time shares of common stock having aggregate sales proceeds of up to $50 million through an “at the market” equity offering program under which Cowen acts as the Company’s sales agent. The Company is required to pay Cowen a commission of 3% on the gross proceeds from the sale of shares of common stock under the Sales Agreement. The Company issued 388,245 shares of common stock under the Sales Agreement during the year ended December 31, 2015, providing cash proceeds of $3,442, net, through this facility. During the year ended December 31, 2014, the Company issued an aggregate of 132,900 shares of common stock upon the exercise of stock options and received cash proceeds of $212. During the year ended December 31, 2014, the Company issued an aggregate of 9,975 shares of common stock upon the exercise of warrants, including warrants to purchase 15,655 shares of common stock exercised through cashless exercise provisions resulting in the issuance of 6,903 shares of common stock and warrants to purchase 3,072 shares of common stock exercised for cash, providing cash proceeds of $12. During the year ended December 31, 2014, the Company issued an aggregate of 41,753 shares of common stock with a fair value of $173 to the Company’s 401(k) plan as a matching contribution. In January 2014, the Company issued 27,212 and 5,594 shares of common stock to Michael J. Astrue, the Company’s then-Interim Chief Executive Officer, and Gregory D. Perry, the Company’s then-Interim Chief Financial Officer, respectively, in lieu of executive cash bonuses. Such shares had an aggregate fair value of approximately $282. In December 2014, the Company issued 41,821 shares of common stock to certain employees of the Company in lieu of cash bonuses. Such shares had an aggregate fair value of approximately $195. During the year ended December 31, 2014, the Company closed an underwritten public offering of an aggregate of 3,500,312 shares of common stock and warrants to purchase up to an aggregate of 1,750,156 shares of common stock, at a price to the public of $4.60 per share of common stock and $0.00001 per warrant. The net proceeds to the Company, after deducting underwriting discounts and offering expenses, were approximately $14,600. The warrants have a per share price of $5.75, or 125% of the public offering of the common stock, and expire on May 9, 2019. Common Stock Reserves As of December 31, 2016, the Company had the following reserves established for the future issuance of common stock as follows: Reserves for the exercise of warrants Reserves for the exercise of stock options Total Reserves |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 12 Months Ended |
Dec. 31, 2016 | |
DERIVATIVE INSTRUMENTS | |
DERIVATIVE INSTRUMENTS | 12. DERIVATIVE INSTRUMENTS The warrants issued in connection with the Company’s May 2014 public offering to purchase 1,750,156 shares of the common stock (see Note 11) have anti-dilution protection provisions and, under certain conditions, require the Company to automatically reprice the warrants. Accordingly, these warrants are accounted for as derivative warrant liabilities. The Company used the Binomial Lattice option pricing model and assumptions that consider, among other factors, the fair value of the underlying stock, risk-free interest rate, volatility, expected life, and dividend rates in estimating fair value for the warrants considered to be derivative instruments. Changes in the fair value of the derivative financial instruments are recognized currently in the Company’s consolidated statement of operations as a derivative gain or loss. The warrant derivative gains or losses are non-cash expenses and for the years ended December 31, 2016, 2015, and 2014, a (gain) loss of $(593), $10,804 and $376, respectively, were included in other income (expense) in the Company’s consolidated statement of operations. The fair value of these derivative instruments at December 31, 2016 and 2015 was $1,314 and $1,907, respectively, and was included as a derivative warrant liability in current liabilities. The assumptions used principally in determining the fair value of warrants were as follows: Year Ended December 31, 2016 2015 2014 Risk-free interest rate 1.20 % 0.65 % 1.47 % Expected dividend yield % % % Contractual term years years years Expected volatility % % % The primary underlying risk exposure pertaining to the warrants is the change in fair value of the underlying common stock for each reporting period. The table below presents the changes in derivative warrant liability during the years ended December 31, 2016, 2015, and 2014: Year Ended December 31, 2016 2015 2014 Balance at beginning of year $ $ $ — Issuance of warrants — — (Decrease) increase in the fair value of the warrants Fair value of derivative warrant liability reclassified to additional paid in capital — — Balance at end of year $ $ $ |
STOCK OPTIONS
STOCK OPTIONS | 12 Months Ended |
Dec. 31, 2016 | |
STOCK OPTIONS. | |
STOCK OPTIONS | 13. STOCK OPTIONS In 2007, the Company’s Board of Directors adopted, and the Company’s shareholders subsequently approved, the 2007 Employee, Director and Consultant Stock Plan (the “2007 Plan”). Pursuant to the 2007 Plan, the Company’s Board of Directors (or committees and/or executive officers delegated by the Board of Directors) may grant incentive and nonqualified stock options to the Company’s employees, officers, directors, consultants and advisors. As of December 31, 2016, there were options to purchase an aggregate of 150,207 shares of common stock outstanding under the 2007 Plan and no shares available for future grants under the 2007 Plan. On October 26, 2010, the Company’s Board of Directors adopted, and the Company’s shareholders subsequently approved, the 2010 Equity Incentive Plan (as subsequently amended, the “2010 Plan”). The 2010 Plan provides for grants of incentive stock options to employees, and nonqualified stock options and restricted common stock to employees, consultants, and non‑employee directors of the Company. In April 2015, the Company’s Board of Directors adopted, and the Company’ shareholders subsequently approved, the 2015 Equity Incentive Plan (the “2015 Plan”). The 2015 Plan provides for grants of incentive stock options to employees, and nonqualified stock, restricted common stock, restricted stock units and stock appreciation rights to employees, consultants, and directors of the Company. As of December 31, 2016, the total number of shares authorized for issuance under the 2015 Plan was 4,322,355 shares, consisting of 4,000,000 shares initially approved under the 2015 Plan plus the 322,355 shares that remained available for grant under the 2010 Plan at the time of its termination. Upon approval of the 2015 Plan by the Company’s shareholders on June 16, 2016, the 2010 Plan was terminated and no additional shares or share awards have been subsequently granted under the 2010 Plan. As of December 31, 2016, there were outstanding options to purchase an aggregate of 1,222,085 and 1,821,487 shares of common stock under the 2015 Plan and 2010 Plan, respectively. Options issued under the Plans are exercisable for up to 10 years from the date of issuance. Options issued under the 2007 Plan, 2010 Plan, and 2015 Plan (collectively, the “Plans”) are exercisable for up to 10 years from the date of issuance. In March 2015, the Company’s Board of Directors adopted, and the Company’s shareholders subsequently approved the ESPP. The ESPP allows employees to buy company stock twice a year through after-tax payroll deductions at a discount from market. The Company’s Board of Directors initially authorized 187,500 shares for issuance under the ESPP. Commencing on the first day of the year ended December 31, 2016 and on the first day of each year thereafter during the term of the ESPP, the number of shares of common stock reserved for issuance shall be increased by the lesser of (i) 1% of the Company’s outstanding shares of common stock on such date, (ii) 50,000 shares or (iii) a lesser amount determined by the Board of Directors. Under the terms of the ESPP, in no event shall the aggregate number of shares reserved for issuance during the term of the ESPP exceed 1,250,000 shares. The 2015 ESPP is considered a compensatory plan with the related compensation cost recognized over each respective six month offering period. As of December 31, 2016, approximately $51 of employee payroll deductions had been withheld since July 1, 2016, the commencement of the offering period, and are included in accrued expenses in the accompanying balance sheet. The compensation expense related to the ESPP for the years ended December 31, 2016 and 2015 was $46 and $41, respectively, and is included in stock-based compensation expense. In January 2017, 7,986 shares that were purchased as of December 31, 2016 were issued under the ESPP. Share‑based compensation For the years ended December 31, 2016, 2015 and 2014, the Company recorded stock‑based compensation expense of $5,063, $4,666, and $2,730, respectively, net of forfeitures, inclusive of the expense related to the ESPP. The fair value of each option award is estimated on the date of grant using the Black‑Scholes option pricing model, which uses the assumptions noted in the following table. The Company uses historical data, as well as subsequent events occurring prior to the issuance of the financial statements, to estimate option exercises and employee terminations within the valuation model. The expected term of options granted under the Plans, all of which qualify as “plain vanilla,” is based on the average of the contractual term (10 years) and the vesting period (generally, 48 months). For non‑employee options, the expected term is the contractual term. The risk‑free rate is based on the yield of a U.S. Treasury security with a term consistent with the option. The assumptions used principally in determining the fair value of options granted were as follows: December 31, 2016 2015 2014 Risk-free interest rate 1.20 - 1.52% 1.53 - 1.89% 1.62 - 2.06% Expected dividend yield Expected term (employee grants) 5.99 years 6.00 years 6.03 years Expected volatility A summary of option activity as of December 31, 2016 and changes for the year then ended are presented below: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Shares Price Term in Years Value Outstanding at December 31, 2015 $ Granted $ Forfeited $ Exercised $ Outstanding at December 31, 2016 $ $ Vested at December 31, 2016 $ $ Vested and expected to vest at December 31, 2016 $ $ The weighted average grant‑date fair value of options granted during the years ended December 31, 2016, 2015, and 2014 was $5.23, $7.37, and $6.15 per share, respectively. The total fair value of options that vested in the years ended December 31, 2016, 2015, and 2014 was $5,179, $5,144, and $2,329, respectively. As of December 31, 2016, there was $5,630 of total unrecognized compensation expense related to non‑vested share‑based option compensation arrangements. The unrecognized compensation expense is estimated to be recognized over a period of 2.37 years at December 31, 2016. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2016 | |
WARRANTS. | |
WARRANTS | 14. WARRANTS The following table presents information about warrants to purchase common stock issued and outstanding at December 31, 2016: Number of Exercise Year Issued Classification Warrants Price Date of Expiration 2010 Equity $ 10/26/2017 - 12/3/2017 2010 Equity $ 8/30/2017 - 12/3/2017 2012 Equity $ 10/5/2019 2014 Liability $ 5/9/2019 2016 Equity $ 3/18/2021 Total Weighted average exercise price $ Weighted average life in years In March 2016, the Company closed an underwritten public offering of an aggregate of 4,293,333 shares of common stock and warrants to purchase an aggregate of 2,146,666 shares of common stock, at a price to the public of $7.49 per share of common stock and $0.01 per warrant. The net proceeds to the Company, after deducting underwriting discounts and offering expenses, were approximately $29,905. The warrants have a per share exercise price of $10.00, or approximately 133% of the public offering price of the common stock, are exercisable immediately, and expire on March 18, 2021. The warrants are immediately exercisable, at the option of each holder, in whole or in part, in cash (except in the case of a cashless exercise as discussed below). The exercise price and number of shares of common stock issuable upon exercise of the warrants will be subject to adjustment in the event of any stock split, reverse stock split, stock dividend, recapitalization, or similar transaction, among other events as described in the warrants. In the event that shares of common stock underlying the warrants are no longer registered under the Securities Exchange Act of 1934, as amended, the holder may, in its sole discretion, exercise the warrant in whole or in part and, in lieu of making cash payment, elect instead to receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the warrant. The fair value of the warrants was estimated at $11,726 using a Black-Scholes model with the following assumptions: expected volatility of 112.82%, risk free interest rate of 1.34%, expected life of five years and no dividends. The Company assessed whether the warrants require accounting as derivatives. The Company determined that the warrants were (1) indexed to the Company’s own stock and (2) classified in stockholders’ equity in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 815, Derivatives and Hedging. As such, the Company has concluded the warrants meet the scope exception for determining whether the instruments require accounting as derivatives and should be classified in stockholders’ equity. |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2016 | |
EMPLOYEE BENEFIT PLAN | |
EMPLOYEE BENEFIT PLAN | 15. EMPLOYEE BENEFIT PLAN In November 2006, the Company adopted a 401(k) plan (the “Plan”) covering all employees. Employees must be 21 years of age in order to participate in the Plan. Under the Plan, the Company has the option to make matching contributions. For the years ended December 31, 2016, 2015, and 2014, the Company made matching contributions in the form of shares of the Company’s common stock. For the years ended December 31, 2016, 2015, and 2014, the Company issued 37,528, 17,437, and 41,753 shares of its common stock, respectively, with related fair values of $208, $201, and $173, respectively, which were recorded as expense in the statement of operations. |
INTELLECTUAL PROPERTY LICENSE
INTELLECTUAL PROPERTY LICENSE | 12 Months Ended |
Dec. 31, 2016 | |
INTELLECTUAL PROPERTY LICENSE | |
INTELLECTUAL PROPERTY LICENSE | 16. INTELLECTUAL PROPERTY LICENSE In July 2007, the Company entered into a worldwide exclusive license (the “BCH License”) for patents co-owned by Boston Children’s Hospital (“BCH”) and the Massachusetts Institute of Technology initially covering the use of biopolymers to treat spinal cord injuries, and to promote the survival and proliferation of human stem cells in the spinal cord. During 2011, the BCH License was amended, and the Company obtained additional rights for use in the field of peripheral nerve injuries. The BCH License, as amended, has a 15‑year term, or as long as the life of the last expiring patent right thereunder, whichever is longer, unless terminated earlier by the licensor, under certain conditions as defined in the related license agreement. In connection with the BCH License, the Company paid an initial $75 licensing fee and is required to pay certain annual maintenance fees, milestone payments and royalties. License fees and milestone payments are capitalized and the gross total at December 31, 2016 and 2015 was $200 (see Note 5). Maintenance and royalty costs are expensed as incurred. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 17. COMMITMENTS AND CONTINGENCIES Leases On November 30, 2011, the Company entered into a commercial lease for 26,150 square feet of office, laboratory and manufacturing space in Cambridge, Massachusetts (as amended on September 17, 2012, the “Cambridge Lease”). The term of the Cambridge Lease is six years and three months, with one five‑year extension option. The terms of the Cambridge Lease require a standby letter of credit in the amount of $311 (see Note 2). The Cambridge Lease contains rent holidays and rent escalation clauses. The Company recognizes rent expense on a straight-line basis over the term of the Cambridge Lease and records the difference between the amount charged to expense and the rent paid as a deferred rent liability. As of December 31, 2016 and 2015, the amount of the deferred rent liability is $276 and $391, respectively, and is included in accrued expenses. It is the Company’s policy to assess whether improvements made to the space rented under operating leases should be accounted for as “lessor” or “lessee” assets. Such costs are recorded as leasehold improvements, which are amortized to rent expense over the term of the Cambridge Lease. As of December 31, 2016 and 2015, such leasehold improvements totaled $143 and $185, net of accumulated depreciation. Pursuant to the terms of the non‑cancelable lease agreements in effect at December 31, 2016, the future minimum rent commitments are as follows: Year Ended December 31, 2017 2018 Total $ Total rent expense for the years ended December 31, 2016, 2015, and 2014, including month‑to‑month leases, was $918, $1,123 and $1,148, respectively, net of sublease income of $230 for the year ended December 31, 2016. On September 4, 2013, the Company entered into a legal settlement agreement for $286 in connection with the Cambridge Lease. The settlement amount has been included in the deferred rent liability and the benefit is being amortized over the remainder of the term of the Cambridge Lease. On March 31, 2016, the Company entered into a short-term lease with CRISPR Therapeutics, as subtenant, to sub-lease 5,233 square feet of our Facility (the “Sublease”). The lease term was from April 1, 2016 through January 31, 2017. On March 31, 2016, the Company received $51 covering the first month’s rent and a security deposit under the terms of the Sublease. The funds received for the security deposit, $26, are classified as a component of accrued expenses in the financial statements. The Sublease was terminated on January 31, 2017. Compensation Commitment The Company entered into a compensation arrangement with an executive during September 2016 which provides for a future cash payment by the Company to the executive based on the February 13, 2017 stock price of the executive’s former employer. The award is earned over a period of one year. Accordingly, the expense related to the compensation arrangement was approximately $89 for the three months and $101 for the twelve months ended December 31, 2016. The liability is included within accrued expenses on the balance sheet and was recorded at fair value on a recurring basis until the final payment was determined on February 13, 2017. Lawsuits with Former Employee In November 2013, the Company filed a lawsuit against Francis Reynolds, its former Chairman, Chief Executive Officer and Chief Financial Officer, in Middlesex Superior Court, Middlesex County, Massachusetts ( InVivo Therapeutics Holdings Corp. v. Reynolds, Civil Action No. 13-5004 ). The complaint alleges breaches of fiduciary duties, breach of contract, conversion, misappropriation of corporate assets, unjust enrichment, and corporate waste, and seeks monetary damages and an accounting. The lawsuit involves approximately $500,000 worth of personal and/or exorbitant expenses that the Company alleges Mr. Reynolds inappropriately caused it to pay while he was serving as the Company’s Chief Executive Officer, Chief Financial Officer, President, and Chairman of the Company’s Board of Directors. On December 6, 2013, Mr. Reynolds answered the complaint, and filed counterclaims against the Company and the Company’s Board of Directors. The counterclaims allege two counts of breach of contract, two counts of breach of the covenant of good faith and fair-dealing, and tortious interference with a contract, and seek monetary damages and a declaratory judgment. The counterclaims related to Mr. Reynolds’s allegations that the Company and the Company’s Board of Directors interfered with the performance of his duties under the terms of his employment agreement, and that Mr. Reynolds was entitled to additional shares upon the exercise of certain stock options that he did not receive. On January 9, 2014, the Company, along with the directors named in the counterclaims, filed the Company’s answer. Discovery has now been completed and the Company’s motion for summary judgment on all counts of the complaint and Reynolds’ opposition to the motion for summary judgment was filed with the court on March 3, 2017. The Company intends to continue to defend itself against these claims and, to date, the Company has not recorded any provision for losses that may arise. On July 22, 2016, Mr. Reynolds filed a lawsuit against the Company, certain present and former members of the Company’s Board of Directors and an employee of the Company in Hillsborough County Superior Court, Southern District, Hillsborough County, New Hampshire ( Reynolds v. InVivo Therapeutics Holdings Corp, et al.) alleging defamation, conspiracy, and tortious interference, and seeking monetary damages. In August 2016, the lawsuit was removed to the United States District Court for the District of New Hampshire. The Company filed a motion to dismiss this action and after oral argument on November 28, 2016, the Court on November 30, 2016 issued an order dismissing the case for lack of personal jurisdiction. The judgment was entered on the docket on December 1, 2016, and the deadline for appealing that decision has passed. Shareholder Matters and Investigations On July 31, 2014, a putative securities class action lawsuit was filed in the United States District Court for the District of Massachusetts, naming the Company and Mr. Reynolds as defendants (the “Securities Class Action”). The lawsuit alleges violations of the Securities Exchange Act of 1934 in connection with allegedly false and misleading statements related to the timing and completion of the clinical study of the Company’s Neuro-Spinal Scaffold ™ implant. The plaintiff sought class certification for purchasers of the Company’s common stock during the period from April 5, 2013 through August 26, 2013 and unspecified damages. On April 3, 2015, the United States District Court for the District of Massachusetts dismissed the plaintiff’s claim with prejudice. On May 4, 2015, the plaintiff filed a notice of appeal of this decision. Following the submission of briefs by the parties, the Court of Appeals heard oral arguments on April 6, 2016. On January 9, 2017, the Court of Appeals for the First Circuit issued an order and opinion affirming the dismissal of the Securities Class Action with prejudice. Plaintiff has until April 10, 2017 to file a petition for certiorari to the United States Supreme Court. The Company intends to continue to defend itself against these claims and, to date, has not recorded any provision for losses that may arise. On January 23, 2015, Shawn Luger, a purported shareholder of the Company, sent the Company a letter (the “Shareholder Demand”) demanding that the Board of Directors take action to remedy purported breaches of fiduciary duties allegedly related to the claimed false and misleading statements that are the subject of the Securities Class Action. The Board of Directors completed its investigation of the matters raised in the Shareholder Demand and voted unanimously not to pursue any litigation against any current or former director, officer, or employee of the Company with respect to the matters set forth in the Shareholder Demand. On August 14, 2015, Mr. Luger filed a shareholder derivative lawsuit in the Superior Court of Suffolk County for the Commonwealth of Massachusetts on behalf of the Company against certain present and former board members and company executives alleging the same breaches of fiduciary duties purportedly set forth in the Shareholder Demand. On February 5, 2016, the Superior Court of Suffolk County dismissed the plaintiff’s claims with prejudice. On March 4, 2016, the plaintiff filed a notice of appeal of this decision. Following the submission of brief by the parties, the Appeals Court heard oral argument on December 13, 2016. On January 3, 2017, the Appeals Court issued an order and opinion affirming the dismissal of all claims with prejudice. The time period for Mr. Luger to appeal the Appeals Court’s judgment has expired. In addition, the Company received investigation subpoenas from the Boston Regional Office of the SEC and the Massachusetts Securities Division of the Secretary of the Commonwealth of Massachusetts (“MSD”) requesting corporate documents concerning, among other topics, the allegations raised by the Securities Class Action and the Shareholder Demand. On October 21, 2015, after responding to the SEC’s subpoena, the Company received a letter from the SEC notifying the Company that it had concluded its investigation of the Company and that it did not intend to recommend an enforcement action against the Company. The Company responded to the MSD’s subpoena on September 22, 2014 and October 8, 2014. On February 18, 2015, the Company received a second subpoena from the MSD requesting additional documents and information related to the same topics. The Company responded to this second subpoena on March 24, 2015. The Company has not further heard from the MSD since it responded to this last subpoena. |
INSURANCE CLAIM
INSURANCE CLAIM | 12 Months Ended |
Dec. 31, 2016 | |
INSURANCE CLAIM | |
INSURANCE CLAIM | 18. INSURANCE CLAIM During the year ended December 31, 2014, the Company settled an insurance claim of $621 for business interruption that covered the disruption of the Company’s operations at its facility in Cambridge, Massachusetts caused by water damage that occurred in September 2014. The insurance settlement reimburses the Company for costs incurred as a result of the disruption and is included as reduction of research and development expense in the consolidated statement of operations for the year ended December 31, 2014. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
RELATED PARTY TRANSACTIONS. | |
RELATED PARTY | 19. RELATED PARTY TRANSACTIONS The Company has entered into a consulting agreement with Dr. Robert Langer, a member of the Company’s Scientific Advisory Board and a holder of over 5% of the Company’s common stock, for certain consulting services. Dr. Langer was one of the original co-founders of the Company. Pursuant to the terms of the agreement, the Company has agreed to pay Dr. Langer $250 per year in consulting fees. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 20. SUBSEQUENT EVENTS The Company has evaluated all events or transactions that occurred after December 31, 2016. In the judgment of management, there were no material events that impacted the consolidated financial statements or disclosures. |
SIGNIFICANT ACCOUNTING POLICI28
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Use of estimates | Use of estimates The process of preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of assets and liabilities at the date of the financial statements and the reported amounts expensed during the reporting period. Actual results could differ from those estimates and changes in estimates may occur. |
Basis of presentation and principles of consolidation | Basis of presentation and principles of consolidation The consolidated financial statements include the accounts of InVivo Therapeutics Holdings Corp. and its wholly‑owned subsidiary, InVivo Therapeutics Corporation. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. |
Cash and cash equivalents | Cash and cash equivalents The Company considers only those investments that are highly liquid, readily convertible to cash, and that mature within three months from date of purchase to be cash equivalents. At December 31, 2016 and 2015, cash equivalents were comprised of money market funds and other short-term investments. Cash and cash equivalents consist of the following: December 31, 2016 2015 Cash $ $ Money market funds Total cash and cash equivalents $ $ |
Marketable securities | Marketable securities The Company invests its excess cash in fixed income instruments denominated and payable in U.S. dollars, including obligations of the U.S. government and its agencies, money market instruments, money market funds, corporate obligations, asset-backed securities, and municipal obligations. As of December 31, 2016, the Company’s investment portfolio consists of marketable securities with an original maturity of greater than 90 days. The Company has designated all investments as available-for-sale and therefore, such investments are reported at fair value. For securities sold prior to maturity, the cost of securities sold is based on the specific identification method. Realized gains and losses on the sale of investments are recorded in interest income (expense), net. Interest is recorded when earned. Investments with original maturities greater than approximately three months and remaining maturities less than one year are classified as short-term investments. Investments with remaining maturities greater than one year are classified as long-term investments. The Company considers securities with maturities of three months or less from the purchase date to be cash equivalents. At December 31, 2016, the aggregate fair value of the Company’s marketable securities was $11,577. At December 31, 2015, the aggregate fair value of the Company’s marketable securities was $5,274. Gross unrealized gains and losses were insignificant for the years ended December 31, 2016 and 2015. We conduct periodic reviews to identify and evaluate each investment that is in an unrealized loss position in order to determine whether an other-than-temporary impairment exists. An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. Unrealized losses on available-for-sale debt securities that are determined to be temporary, and not related to credit loss, are recorded, net of tax, in accumulated other comprehensive income (loss). |
Restricted cash | Restricted cash Restricted cash as of December 31, 2016 and 2015 was $361 and included a $50 security deposit related to the Company’s credit card account and a $311 standby letter of credit in favor of a landlord (see Note 17). |
Financial instruments | Financial instruments The carrying amounts reported in the Company’s consolidated balance sheets for cash, cash equivalents, marketable securities and accounts payable approximate fair value based on the short‑term nature of these instruments. The carrying value of the loan payable approximates fair value due to market terms. |
Property and equipment | Property and equipment Property and equipment are carried at cost. Depreciation and amortization expense are recorded over the estimated useful lives of the assets using the straight‑line method. A summary of the estimated useful lives is as follows: Classification Estimated Useful Life Computer hardware 5 years Software 3 years Office furniture and equipment 5 years Research and lab equipment 5 years Leasehold improvements Remaining life of lease |
Research and development expenses | Research and development expenses Costs incurred for research and development are expensed as incurred. |
Concentrations of credit risk | Concentrations of credit risk Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, and marketable securities. The Company maintains cash in commercial banks, which may at times exceed Federally Insured limits. The Company has not experienced any loss in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents. |
Segment information | Segment information Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed its operations and manages its business as principally one operating segment, which is developing and commercializing biopolymer scaffolding devices for the treatment of spinal cord injuries. As of December 31, 2016 and 2015, all of the Company’s assets were located in one location in the United States. |
Income taxes | Income taxes For federal and state income taxes, deferred tax assets and liabilities are recognized based upon temporary differences between the financial statement and the tax basis of assets and liabilities. Deferred income taxes are based upon prescribed rates and enacted laws applicable to periods in which differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Accordingly, the Company provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts that are realizable. Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are required to be evaluated to determine whether the tax positions are “more‑likely‑than‑not” of being sustained by the applicable tax authority. Tax positions not deemed to meet a more‑likely‑than‑not threshold would be recorded as a tax expense in the current year. There were no material uncertain tax positions that required accrual or disclosure to the financial statements as of December 31, 2016 or 2015. Tax years subsequent to 2013 remain open to examination by U.S. federal and state tax authorities. |
Impairment of long-lived assets | Impairment of long‑lived assets The Company continually monitors events and changes in circumstances that could indicate that carrying amounts of long‑lived assets may not be recoverable. An impairment loss is recognized when expected cash flows are less than an asset’s carrying value. Accordingly, when indicators of impairment are present, the Company evaluates the carrying value of such assets in relation to the operating performance and future undiscounted cash flows of the underlying assets. The Company’s policy is to record an impairment loss when it is determined that the carrying value of the asset may not be recoverable. No impairment charges were recorded for the years ended December 31, 2016, 2015, and 2014. |
Share-based payments | Share‑based payments The Company accounts for all stock-based payment awards granted to employees and nonemployees using a fair value method. The Company’s stock-based payments include stock options and grants of common stock, including common stock subject to vesting. The measurement date for employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the employees’ requisite service period, which is the vesting period, on a straight-line basis. The measurement date for nonemployee awards is the date the services are completed, resulting in periodic adjustments to stock-based compensation during the vesting period for changes in the fair value of the awards. Stock-based compensation costs for nonemployees are recognized as expense over the vesting period on a straight-line basis. Stock-based compensation is classified in the accompanying consolidated statements of operations and comprehensive loss based on the department to which the related services are provided. |
Derivative instruments | Derivative instruments The Company generally does not use derivative instruments to hedge exposures to cash‑flow or market risks; however, certain warrants to purchase common stock that do not meet the requirements for classification as equity are classified as liabilities. In such instances, net‑cash settlement is assumed for financial reporting purposes, even when the terms of the underlying contracts do not provide for a net‑cash settlement. Such financial instruments are initially recorded at fair value, with subsequent changes in fair value charged (credited) to operations in each reporting period. If these instruments subsequently meet the requirements for classification as equity, the Company reclassifies the fair value to equity. |
Net loss per common share | Net loss per common share Basic net loss per share of common stock has been computed by dividing net loss by the weighted average number of shares outstanding during the period. Diluted net income per share of common stock has been computed by dividing net income by the weighted average number of shares outstanding plus the dilutive effect, if any, of outstanding stock options, warrants and convertible securities. Diluted net loss per share of common stock has been computed by dividing the net loss for the period by the weighted average number of shares of common stock outstanding during such period. In a net loss period, options, warrants related to the Company’s May 2014 capital raise, which include an anti-dilution provisions, and convertible securities are anti‑dilutive and therefore excluded from diluted loss per share calculations. For the year ended December 31, 2016, 2015, and 2014, the following potentially dilutive securities were not included in the computation of net loss per share because the effect would be anti-dilutive: 2016 2015 2014 Stock options Warrants |
Reclassifications | Reclassifications Certain amounts in prior period financial statements have been reclassified to conform to the current period presentation. Marketable securities were previously included in cash and cash equivalents on the balance sheet but are now reflected as a separate line item on the balance sheet. Cash activities related to the purchase and sale of marketable securities have been reflected within investing activities in the statement of cash flows. The unrealized gains or losses related to these marketable securities are immaterial for all periods presented. |
Recent accounting pronouncements | Recent accounting pronouncements In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-15, Presentation of Financial Statements—Going Concern , on disclosure of uncertainties about an entity's ability to continue as a going concern. This guidance addresses management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern and to provide related footnote disclosures. The guidance is effective for fiscal years ending after December 15, 2016 including interim reporting periods within each annual reporting period, with early adoption permitted. The Company adopted this guidance as of December 31, 2016. The adoption of ASU 2014-15 impacted presentation and disclosure only and did not have any impact on the Company’s financial position or results of operations. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) to provide updated guidance on revenue recognition. ASU 2014-09 requires a company to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies may need to use more judgment and make more estimates than under today’s guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price, and allocating the transaction price to each separate performance obligation. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date , which deferred the effective date of ASU 2014-09 by one year. Accordingly, ASU 2014-09 is effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim reporting periods within each annual reporting period. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606) : Principal versus Agent Considerations (Reporting Revenue Gross Versus Net) , which clarifies the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , which clarifies certain aspects of identifying performance obligations and licensing implementation guidance. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which relates to disclosures of remaining performance obligations, as well as other amendments to guidance on collectability, non-cash consideration and the presentation of sales and other similar taxes collected from customers. These standards have the same effective date and transition date of December 15, 2017. Currently, this guidance is not applicable to the Company as the Company is still in the research and development stage. However, the Company will continue to evaluate the impact of adopting ASU 2014-09 on its consolidated financial statements when the Company begins to generate revenue. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases . Under the new guidance, lessees are required to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance leases or operating leases, with classification affecting the pattern of expense recognition in the statement of operations. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within each annual reporting period. The Company is currently evaluating the impact of the adoption of this ASU on the financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Accounting (“ASU 2016-09”) to require changes to several areas of employee share-based payment accounting in an effort to simplify share-based reporting. The update revises requirements in the following areas: minimum statutory withholding, accounting for income taxes, forfeitures, and intrinsic value accounting for private entities. ASU 2016-09 is effective for annual reporting periods beginning after December 15, 2016, including interim reporting periods within each annual reporting period. The Company will adopt this standard on January 1, 2017, and the adoption is not expected to have a material impact on the Company’s financial statements. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”) to address how certain cash receipts and cash payments are presented and classified in the statement of cash flows in an effort to reduce existing diversity in practice. The update includes eight specific cash flow issues and provides guidance on the appropriate cash flow presentation for each. ASU 2016-15 is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within each annual reporting period. The Company does not expect the adoption of this guidance to have a material impact on the financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash to clarify how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. Under this new update, entities are required to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. This guidance will be applied retrospectively and is effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within each annual reporting period. The Company is currently evaluating the impact of the adoption of this ASU on the financial statements. |
SIGNIFICANT ACCOUNTING POLICI29
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of cash and cash equivalents | December 31, 2016 2015 Cash $ $ Money market funds Total cash and cash equivalents $ $ |
Summary of estimated useful lives | Classification Estimated Useful Life Computer hardware 5 years Software 3 years Office furniture and equipment 5 years Research and lab equipment 5 years Leasehold improvements Remaining life of lease |
Schedule of potentially dilutive securities were not included in the computation of net loss per share because effect would be anti-dilutive | 2016 2015 2014 Stock options Warrants |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
MARKETABLE SECURITIES | |
Schedule of cash, cash equivalents, and marketable securities | December 31, 2016 2015 Cash $ $ Money market funds Marketable securities Total cash, cash equivalents and marketable securities $ $ |
Schedule of short-term investments in marketable securities by category | Amortized Cost Unrealized Gains Unrealized Losses Fair Value December 31, 2016 Commercial paper Corporate obligations — — Total $ $ — $ — $ December 31, 2015 Commercial paper Corporate obligations — — Total $ $ — $ — $ |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
PROPERTY AND EQUIPMENT | |
Schedule of property and equipment, net | 2016 2015 Computer software and hardware $ $ Research and lab equipment Leasehold improvements Office equipment Less accumulated depreciation and amortization Property and equipment, net $ $ |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
INTANGIBLE ASSETS | |
Summary of intangible assets | 2016 2015 Patent licensing fee $ $ Accumulated amortization $ $ |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
ACCRUED EXPENSES | |
Summary of accrued expenses | December 31, 2016 2015 Accrued bonus $ $ — Accrued payroll Accrued vacation Accrued severance — Other accrued expenses Total accrued expenses $ $ |
FAIR VALUE OF ASSETS AND LIAB34
FAIR VALUE OF ASSETS AND LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
FAIR VALUE OF ASSETS AND LIABILITIES | |
Summary of assets and liabilities measured at fair value on a recurring basis | At December 31, 2016 Level 1 Level 2 Level 3 Fair Value Cash equivalents $ $ — $ — $ Marketable securities — — Derivative warrant liability $ — $ $ — $ At December 31, 2015 Level 1 Level 2 Level 3 Fair Value Cash equivalents $ $ — $ — $ Marketable securities — — Derivative warrant liability $ — $ $ — $ |
LOAN PAYABLE (Tables)
LOAN PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
LOAN PAYABLE | |
Summary of loans payable | December 31, 2016 2015 MassDev Loan $ $ Less: current portion $ $ |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
INCOME TAXES | |
Schedule of significant components of net deferred tax assets | December 31, 2016 2015 Net operating loss carryforward $ $ Research and development credit carryforward Stock-based compensation Depreciation and amortization Accrued expenses Charitable contributions Subtotal Valuation allowance Net deferred taxes $ — $ — |
Schedule of income tax benefits computed using the federal statutory income tax rate | December 31, 2016 2015 2014 Statutory rate % % % State taxes, net of benefit % % % Permanent differences: Derivative losses % % % Other % % % R&D tax credit % % % Other % % % Increase in valuation reserve % % % Effective tax rate % % % |
COMMON STOCK (Tables)
COMMON STOCK (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
COMMON STOCK. | |
Schedule of reserves established for future issuance of Common Stock | Reserves for the exercise of warrants Reserves for the exercise of stock options Total Reserves |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
DERIVATIVE INSTRUMENTS | |
Assumptions used in determining fair value of warrants | Year Ended December 31, 2016 2015 2014 Risk-free interest rate 1.20 % 0.65 % 1.47 % Expected dividend yield % % % Contractual term years years years Expected volatility % % % |
Changes in derivative warrant liability | Year Ended December 31, 2016 2015 2014 Balance at beginning of year $ $ $ — Issuance of warrants — — (Decrease) increase in the fair value of the warrants Fair value of derivative warrant liability reclassified to additional paid in capital — — Balance at end of year $ $ $ |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
STOCK OPTIONS. | |
Summary of option activity | Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Intrinsic Options Shares Price Term in Years Value Outstanding at December 31, 2015 $ Granted $ Forfeited $ Exercised $ Outstanding at December 31, 2016 $ $ Vested at December 31, 2016 $ $ Vested and expected to vest at December 31, 2016 $ $ |
Schedule of assumptions used principally in determining the fair value of options granted | December 31, 2016 2015 2014 Risk-free interest rate 1.20 - 1.52% 1.53 - 1.89% 1.62 - 2.06% Expected dividend yield Expected term (employee grants) 5.99 years 6.00 years 6.03 years Expected volatility |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
WARRANTS. | |
Schedule of information about warrants to purchase common stock issued and outstanding | Number of Exercise Year Issued Classification Warrants Price Date of Expiration 2010 Equity $ 10/26/2017 - 12/3/2017 2010 Equity $ 8/30/2017 - 12/3/2017 2012 Equity $ 10/5/2019 2014 Liability $ 5/9/2019 2016 Equity $ 3/18/2021 Total Weighted average exercise price $ Weighted average life in years |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
COMMITMENTS AND CONTINGENCIES | |
Future minimum rent commitments | Year Ended December 31, 2017 2018 Total $ |
NATURE OF OPERATIONS AND GOIN42
NATURE OF OPERATIONS AND GOING CONCERN (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
NATURE OF OPERATIONS AND GOING CONCERN | ||
Cash, cash equivalents and marketable securities | $ 33,041 | $ 20,194 |
SIGNIFICANT ACCOUNTING POLICI43
SIGNIFICANT ACCOUNTING POLICIES - CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash and cash equivalents | ||||
Cash and cash equivalents | $ 21,464 | $ 14,920 | $ 13,459 | $ 13,980 |
Marketable securities | ||||
Marketable securities | 11,577 | 5,274 | ||
Cash | ||||
Cash and cash equivalents | ||||
Cash and cash equivalents | 111 | 116 | ||
Money market funds | ||||
Cash and cash equivalents | ||||
Cash and cash equivalents | $ 21,353 | $ 14,804 |
SIGNIFICANT ACCOUNTING POLICI44
SIGNIFICANT ACCOUNTING POLICIES - RESTRICTED CASH (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Restricted cash | ||
Restricted cash | $ 361 | $ 361 |
Security deposit related to credit card account | ||
Restricted cash | ||
Restricted cash | 50 | 50 |
Standby letter of credit in favor of a landlord | ||
Restricted cash | ||
Restricted cash | $ 311 | $ 311 |
SIGNIFICANT ACCOUNTING POLICI45
SIGNIFICANT ACCOUNTING POLICIES - PROPERTY AND EQUIPMENT (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Computer hardware | |
Property and equipment | |
Estimated Useful Life | 5 years |
Software | |
Property and equipment | |
Estimated Useful Life | 3 years |
Office furniture and equipment | |
Property and equipment | |
Estimated Useful Life | 5 years |
Research and lab equipment | |
Property and equipment | |
Estimated Useful Life | 5 years |
SIGNIFICANT ACCOUNTING POLICI46
SIGNIFICANT ACCOUNTING POLICIES - SEGMENT, INCOME TAX AND IMPAIRMENT (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | |
SIGNIFICANT ACCOUNTING POLICIES | ||
Number of operating segments | segment | 1 | |
Impairment charges on long-lived assets | $ | $ 0 | $ 0 |
SIGNIFICANT ACCOUNTING POLICI47
SIGNIFICANT ACCOUNTING POLICIES - NET LOSS PER COMMON SHARE (Details) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Anti-dilutive | |||
Potentially dilutive securities not included in computation of net loss per share because effect would b anti-dilutive | 6,585,224 | 4,410,089 | 12,815,586 |
Stock options | |||
Anti-dilutive | |||
Potentially dilutive securities not included in computation of net loss per share because effect would b anti-dilutive | 3,193,785 | 3,253,310 | 2,606,737 |
Warrants | |||
Anti-dilutive | |||
Potentially dilutive securities not included in computation of net loss per share because effect would b anti-dilutive | 3,391,439 | 1,156,779 | 10,208,849 |
MARKETABLE SECURITIES - CASH, C
MARKETABLE SECURITIES - CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
MARKETABLE SECURITIES | ||
Cash. | $ 111 | $ 116 |
Money market funds | 21,353 | 14,804 |
Marketable securities | 11,577 | 5,274 |
Total cash, cash equivalents and marketable securities | $ 33,041 | $ 20,194 |
MARKETABLE SECURITIES - SHORT-T
MARKETABLE SECURITIES - SHORT-TERM INVESTMENT IN MARKETABLE SECURITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Marketable securities by category | ||
Amortized Cost | $ 11,577 | $ 5,274 |
Fair value | 11,577 | 5,274 |
Commercial paper | ||
Marketable securities by category | ||
Amortized Cost | 4,240 | 349 |
Fair value | 4,240 | 349 |
Corporate obligations | ||
Marketable securities by category | ||
Amortized Cost | 7,337 | 4,925 |
Fair value | $ 7,337 | $ 4,925 |
PROPERTY AND EQUIPMENT - TABLE
PROPERTY AND EQUIPMENT - TABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property and equipment | ||
Less accumulated depreciation and amortization | $ (3,218) | $ (2,682) |
Property and equipment, net | 510 | 938 |
Computer software and hardware | ||
Property and equipment | ||
Gross property and equipment | 606 | 562 |
Research and lab equipment | ||
Property and equipment | ||
Gross property and equipment | 1,895 | 1,874 |
Leasehold improvements | ||
Property and equipment | ||
Gross property and equipment | 431 | 392 |
Office equipment | ||
Property and equipment | ||
Gross property and equipment | $ 796 | $ 792 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Depreciation | |||
Depreciation | $ 536 | $ 672 | $ 735 |
Disposals | $ 0 | $ 0 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - Patent licensing fee - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Intangible assets | ||
Useful life | 15 years | |
Intangible assets - gross | $ 200 | $ 200 |
Accumulated amortization | (122) | (104) |
Total | $ 78 | $ 96 |
INTANGIBLE ASSETS - AMORTIZATIO
INTANGIBLE ASSETS - AMORTIZATION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Amortization | |||
Amortization expense | $ 17 | $ 17 | $ 17 |
Future amortization | |||
2,017 | 17 | ||
2,018 | 17 | ||
2,019 | 17 | ||
2,020 | 17 | ||
2,021 | $ 10 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
ACCRUED EXPENSES | ||
Accrued bonus | $ 906 | |
Accrued payroll | 126 | $ 85 |
Accrued vacation | 91 | 81 |
Accrued severance | 385 | |
Other accrued expenses | 451 | 208 |
Total accrued expenses | $ 1,959 | $ 374 |
FAIR VALUES OF ASSETS AND LIABI
FAIR VALUES OF ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Assets and liabilities measured at fair value on a recurring basis | ||
Derivative warrant liability | $ 1,314 | $ 1,907 |
Recurring basis | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Cash equivalents | 21,353 | 14,804 |
Marketable Securities | 11,577 | 5,274 |
Derivative warrant liability | 1,314 | 1,907 |
Recurring basis | Level 1 | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Cash equivalents | 21,353 | 14,804 |
Recurring basis | Level 2 | ||
Assets and liabilities measured at fair value on a recurring basis | ||
Marketable Securities | 11,577 | 5,274 |
Derivative warrant liability | $ 1,314 | $ 1,907 |
NOTE PAYABLE (Details)
NOTE PAYABLE (Details) - USD ($) $ in Thousands | 1 Months Ended | 8 Months Ended | 12 Months Ended | |
May 31, 2013 | Dec. 31, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | |
Note payable | ||||
ERP system fully expensed due to abandonment of implementation | $ 0 | $ 0 | ||
Note Payable. | ||||
Note payable | ||||
Proceeds from issuance of note payable | $ 150 | |||
Total cost for ERP system including interest | $ 159 | |||
Implicit interest rate | 6.00% | |||
Future minimum principal payments | $ 0 | |||
ERP system fully expensed due to abandonment of implementation | $ 150 |
LOAN PAYABLE (Details)
LOAN PAYABLE (Details) - USD ($) $ / shares in Units, $ in Thousands | May 01, 2015 | Oct. 31, 2012 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Loans Payable | |||||
Fair value of warrants | $ 90 | $ 251 | |||
Interest expense | $ 155 | 172 | $ 136 | ||
MassDev | |||||
Loans Payable | |||||
Line of credit, maximum | $ 2,000 | ||||
Line of credit for working capital purpose | $ 200 | ||||
Fixed interest rate (as a percent) | 6.50% | ||||
Period for charging 6.5% interest rate | 30 months | ||||
Period for charging equal interest and principal payments | 54 months | ||||
Maturity date | Oct. 5, 2019 | ||||
Commencement date of monthly installments | May 1, 2015 | ||||
Amount of monthly principal payment | $ 41 | ||||
Future Principal payment due: 2017 | $ 423 | ||||
Future Principal payment due : 2018 | 452 | ||||
Future Principal payment due : 2019 | 400 | ||||
MassDev | Common Stock | |||||
Loans Payable | |||||
Number of shares into which a warrant may be converted | 9,037 | ||||
MassDev | Warrants | |||||
Loans Payable | |||||
Warrant period | 7 years | ||||
Exercise price of warrant (in dollars per share) | $ 6.64 | ||||
Fair value of warrants | $ 32 | ||||
MassDev | Warrants | Interest Expense | |||||
Loans Payable | |||||
Amortization of deferred financing costs | 5 | 5 | 5 | ||
MassDev | Equipment Line of Credit | |||||
Loans Payable | |||||
Interest expense | $ 99 | $ 126 | $ 127 |
LOAN PAYABLE - EQUIPMENT LOAN (
LOAN PAYABLE - EQUIPMENT LOAN (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Summary of loans payable | ||
MassDev Loan | $ 1,275 | $ 1,670 |
Less: current portion | (423) | (395) |
Noncurrent portion of equipment loan | $ 852 | $ 1,275 |
INCOME TAXES (Details)
INCOME TAXES (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
INCOME TAXES | |
Provision or benefit for federal or state income taxes | $ 0 |
INCOME TAXES - CARRYFORWARDS (D
INCOME TAXES - CARRYFORWARDS (Details) $ in Thousands | Dec. 31, 2016USD ($) |
U.S. federal | |
Income Taxes | |
Net operating loss carryforwards | $ 95,872 |
U.S. federal | Research Tax Credit Carryforward | |
Income Taxes | |
Research and development tax credit carryforwards | 944 |
Massachusetts | |
Income Taxes | |
Net operating loss carryforwards | 88,041 |
Massachusetts | Research Tax Credit Carryforward | |
Income Taxes | |
Research and development tax credit carryforwards | $ 183 |
INCOME TAXES - NET DEFERRED TAX
INCOME TAXES - NET DEFERRED TAX ASSET (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Significant components of net deferred tax asset | ||
Net operating loss carryforward | $ 37,245 | $ 30,014 |
Research and development credit carryforward | 1,065 | 942 |
Stock-based compensation | 5,235 | 3,307 |
Depreciation and amortization | 31 | |
Depreciation and amortization | (48) | |
Accrued expenses | 264 | 186 |
Charitable contributions | 63 | 96 |
Subtotal | 43,903 | 34,497 |
Valuation allowance | (43,903) | (34,497) |
Increase in valuation allowance | 9,406 | 8,727 |
Uncertain tax positions that would affect its effective tax rate | $ 0 | $ 0 |
INCOME TAXES - STATUTORY INCOME
INCOME TAXES - STATUTORY INCOME TAX RATES (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income tax benefits computed using the federal statutory income tax rate | |||
Statutory rate | (34.00%) | (34.00%) | (34.00%) |
State taxes, net of benefit | (5.40%) | (3.50%) | (4.80%) |
Permanent differences: | |||
Derivative losses | (0.90%) | 11.00% | 0.70% |
Other | 0.20% | 0.30% | 2.60% |
R&D tax credit | (0.50%) | (0.40%) | (1.00%) |
Other | 0.50% | 0.40% | 2.20% |
Increase in valuation reserve | 40.10% | 26.20% | 34.30% |
Effective tax rate | 0.00% | 0.00% | 0.00% |
COMMON STOCK - PAR VALUE (Detai
COMMON STOCK - PAR VALUE (Details) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Common stock, number of shares, par value and other disclosures | ||
Common stock, authorized | 100,000,000 | 50,000,000 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, issued | 32,044,087 | 27,555,948 |
Common stock, outstanding | 32,044,087 | 27,555,948 |
COMMON STOCK - TRANSACTIONS (De
COMMON STOCK - TRANSACTIONS (Details) $ / shares in Units, $ in Thousands | Apr. 08, 2015shares | Jan. 31, 2017shares | Mar. 31, 2016USD ($)$ / sharesshares | Jul. 31, 2015USD ($) | Jan. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)$ / sharesshares | Jan. 31, 2014USD ($)shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)$ / sharesshares |
Common stock disclosures | ||||||||||
Proceeds from exercise of stock options | $ | $ 191 | $ 1,068 | $ 212 | |||||||
Issuance of common stock to 401(k) plan | $ | 208 | 201 | 173 | |||||||
Proceeds from issuance of stock under ESPP | $ | $ 91 | |||||||||
Proceeds from exercise of warrants | $ | $ 7,789 | 12 | ||||||||
Reverse stock split ratio | 0.25 | |||||||||
Stock issued during period, shares, reverse stock splits | 1,514 | |||||||||
Common stock issued for services | $ | 477 | |||||||||
Fair value of stock issued for services | $ | $ 477 | |||||||||
Sales Agreement | ||||||||||
Common stock disclosures | ||||||||||
Issuance of stock in public offering (in shares) | 388,245 | |||||||||
Net proceeds from issuance of equity (in dollars) | $ | $ 3,442 | |||||||||
Aggregate proceeds from sale agreement of shares of common stock | $ | $ 50,000 | |||||||||
Percentage of Commission on the gross proceeds from sales agreement of shares of common stock | 3.00% | |||||||||
Employee Stock Purchase Plan | ||||||||||
Common stock disclosures | ||||||||||
Stock issued under ESPP (in shares) | 7,986 | |||||||||
Common Stock | ||||||||||
Common stock disclosures | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 135,205 | 316,177 | 132,900 | |||||||
Proceeds from exercise of stock options | $ | $ 191 | $ 1,068 | $ 212 | |||||||
Issuance of common stock upon cashless exercise of warrants (in shares) | 4,979 | 25,052 | 6,903 | |||||||
Issuance of common stock to 401(k) plan (in shares) | 37,528 | 17,437 | 41,753 | |||||||
Issuance of common stock to 401(k) plan | $ | $ 208 | $ 201 | $ 173 | |||||||
Stock issued under ESPP (in shares) | 16,729 | |||||||||
Proceeds from issuance of stock under ESPP | $ | $ 91 | |||||||||
Issuance of stock in public offering (in shares) | 2,388,245 | 3,500,312 | ||||||||
Number of shares for stock options in cashless exercise (in shares) | 52,224 | |||||||||
Issuance of stock for noncash exercise-stock options (in shares) | 14,961 | |||||||||
Issuance of stock for cash-stock options (in shares) | 301,216 | |||||||||
Issuance of common stock upon exercise of warrants (in shares) | 1,379,575 | 9,975 | ||||||||
Number of warrants to purchase common stock (in shares) | 40,955 | 15,655 | ||||||||
Shares issued through cashless exercise provision-warrants (in shares) | 4,979 | 25,052 | 6,903 | |||||||
Issuance of stock for cash- warrants (in shares) | 1,354,523 | 3,072 | ||||||||
Proceeds from exercise of warrants | $ | $ 7,789 | $ 12 | ||||||||
Issuance of common stock for services (in shares) | 365 | 74,626 | ||||||||
Common stock issued for services | $ | $ 282 | |||||||||
Common Stock | Michael J. Astrue, Interim Chief Executive Officer | ||||||||||
Common stock disclosures | ||||||||||
Issuance of common stock for services (in shares) | 27,212 | |||||||||
Common Stock | Gregory D. Perry, Interim Chief Financial Officer | ||||||||||
Common stock disclosures | ||||||||||
Issuance of common stock for services (in shares) | 5,594 | |||||||||
Common Stock | Certain Employees | ||||||||||
Common stock disclosures | ||||||||||
Issuance of common stock for services (in shares) | 41,821 | |||||||||
Fair value of stock issued for services | $ | $ 195 | |||||||||
Common Stock | Public offering | ||||||||||
Common stock disclosures | ||||||||||
Issuance of stock in public offering (in shares) | 2,000,000 | |||||||||
Net proceeds from issuance of equity (in dollars) | $ | $ 11,038 | |||||||||
Common Stock | Public Offering, March 2016 | ||||||||||
Common stock disclosures | ||||||||||
Warrants for purchase of common stock (in shares) | 2,146,666 | |||||||||
Equity issuance (in price per unit) | $ / shares | $ 7.49 | |||||||||
Common Stock | Public Offering - Underwritten | ||||||||||
Common stock disclosures | ||||||||||
Warrants for purchase of common stock (in shares) | 1,750,156 | 1,750,156 | ||||||||
Equity issuance (in price per unit) | $ / shares | $ 4.60 | $ 4.60 | ||||||||
Warrants | Public Offering, March 2016 | ||||||||||
Common stock disclosures | ||||||||||
Equity issuance (in price per unit) | $ / shares | 0.01 | |||||||||
Exercise price (in dollars per unit) | $ / shares | $ 10 | |||||||||
Percentage of warrant exercises price over public offering price | 133.00% | |||||||||
Warrants | Public Offering - Underwritten | ||||||||||
Common stock disclosures | ||||||||||
Equity issuance (in price per unit) | $ / shares | 0.00001 | 0.00001 | ||||||||
Exercise price (in dollars per unit) | $ / shares | $ 5.75 | $ 5.75 | ||||||||
Percentage of warrant exercises price over public offering price | 125.00% | |||||||||
Common Stock And Warrants | Public Offering, March 2016 | ||||||||||
Common stock disclosures | ||||||||||
Issuance of stock in public offering (in shares) | 4,293,333 | |||||||||
Net proceeds from issuance of equity (in dollars) | $ | $ 29,905 | |||||||||
Common Stock And Warrants | Public Offering - Underwritten | ||||||||||
Common stock disclosures | ||||||||||
Issuance of stock in public offering (in shares) | 3,500,312 | |||||||||
Net proceeds from issuance of equity (in dollars) | $ | $ 14,600 |
COMMON STOCK - RESERVES (Detail
COMMON STOCK - RESERVES (Details) | Dec. 31, 2016shares |
Summary of common stock reserves | |
Total Reserves | 6,585,224 |
Warrants | |
Summary of common stock reserves | |
Total Reserves | 3,391,439 |
Stock options | |
Summary of common stock reserves | |
Total Reserves | 3,193,785 |
DERIVATIVE INSTRUMENTS (Details
DERIVATIVE INSTRUMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Warrant or Right | |||
Reclassification of derivative warrant liability to additional paid-in capital | $ 16,121 | ||
Derivatives (gain) loss | $ (593) | 10,804 | $ 376 |
Derivative instruments, fair value | $ 1,314 | 1,907 | |
Common Stock | Public Offering, May 2014 | |||
Class of Warrant or Right | |||
Number of shares into which a warrant may be converted | 1,750,156 | ||
Warrants | |||
Class of Warrant or Right | |||
Reclassification of derivative warrant liability to additional paid-in capital | 16,121 | ||
Non-cash loss from modification of warrants | $ 593 | (10,804) | (376) |
Derivative instruments, fair value | 1,314 | 1,907 | 7,224 |
Warrants | Other Income (Expense) | |||
Class of Warrant or Right | |||
Derivatives (gain) loss | $ (593) | $ 10,804 | $ 376 |
DERIVATIVE INSTRUMENTS - FAIR V
DERIVATIVE INSTRUMENTS - FAIR VALUE OF WARRANTS (Details) - Warrants | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair value of warrants | |||
Risk-free interest rate (as a percent) | 1.20% | 0.65% | 1.47% |
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Expected term (in years) | 2 years 4 months 24 days | 3 years 4 months 24 days | 4 years 4 months 24 days |
Expected volatility (as a percent) | 89.00% | 100.00% | 119.00% |
DERIVATIVE INSTRUMENTS - CHANGE
DERIVATIVE INSTRUMENTS - CHANGES IN DERIVATIVE WARRANT LIABILITY (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Changes in Derivative Warrant Liability | |||
Balance at beginning of year | $ 1,907 | ||
Issuance of warrants | $ 6,848 | ||
Fair value of derivative warrant liability reclassified to additional paid-in capital | $ (16,121) | ||
Balance at end of period | 1,314 | 1,907 | |
Warrants | |||
Changes in Derivative Warrant Liability | |||
Balance at beginning of year | 1,907 | 7,224 | |
Issuance of warrants | 6,848 | ||
(Decrease) increase in the fair value of the warrants | (593) | 10,804 | 376 |
Fair value of derivative warrant liability reclassified to additional paid-in capital | (16,121) | ||
Balance at end of period | $ 1,314 | $ 1,907 | $ 7,224 |
STOCK OPTIONS (Details)
STOCK OPTIONS (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jan. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 30, 2015 | Mar. 31, 2015 | |
Stock options | ||||||||
Maximum aggregate number of shares reserved for issuance during term of employee stock purchase plan | 6,585,224 | 6,585,224 | 6,585,224 | |||||
Stock-based compensation | $ 5,063 | $ 4,666 | $ 2,730 | |||||
Stock Options | ||||||||
Stock options | ||||||||
Options to purchase common stock outstanding | 3,193,785 | 3,193,785 | 3,193,785 | 3,253,310 | ||||
Granted (in shares) | 333,250 | |||||||
Expected term | 10 years | |||||||
Vesting period | 48 months | |||||||
2007 Plan | ||||||||
Stock options | ||||||||
Options to purchase common stock outstanding | 150,207 | 150,207 | 150,207 | |||||
Shares available for future grants | 0 | 0 | 0 | |||||
Expected term | 10 years | |||||||
2010 Plan | ||||||||
Stock options | ||||||||
Options to purchase common stock outstanding | 1,821,487 | 1,821,487 | 1,821,487 | |||||
Shares available for future grants | 322,355 | 322,355 | 322,355 | |||||
Granted (in shares) | 0 | |||||||
Expected term | 10 years | |||||||
2015 Plan | ||||||||
Stock options | ||||||||
Options to purchase common stock outstanding | 1,222,085 | 1,222,085 | 1,222,085 | |||||
Shares authorized for issuance | 4,322,355 | 4,322,355 | 4,322,355 | 4,000,000 | ||||
Expected term | 10 years | |||||||
Employee Stock Purchase Plan | ||||||||
Stock options | ||||||||
Shares authorized for issuance | 187,500 | |||||||
Percentage of outstanding shares reserved for future issuance | 1.00% | |||||||
Increase in shares of common stock reserved for issuance | 50,000 | |||||||
Maximum aggregate number of shares reserved for issuance during term of employee stock purchase plan | 1,250,000 | 1,250,000 | 1,250,000 | |||||
Offering Period | 6 months | |||||||
Stock issued under ESPP (in shares) | 7,986 | |||||||
Stock-based compensation | $ 46 | $ 41 | ||||||
Common Stock | ||||||||
Stock options | ||||||||
Stock issued under ESPP (in shares) | 16,729 | |||||||
Accrued expenses. | Employee Stock Purchase Plan | ||||||||
Stock options | ||||||||
Employee payroll deductions | $ 51 |
STOCK OPTIONS - ASSUMPTIONS USE
STOCK OPTIONS - ASSUMPTIONS USED IN DETERMINING THE FAIR VALUE (Details) - Stock Options | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Assumptions used principally in determining the fair value of options granted | |||
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Expected term (employee grants) | 5 years 11 months 27 days | 6 years | 6 years 11 days |
Expected volatility (as a percent) | 111.00% | 116.00% | 124.00% |
Minimum | |||
Assumptions used principally in determining the fair value of options granted | |||
Risk-free interest rate (as a percent) | 1.20% | 1.53% | 1.62% |
Maximum | |||
Assumptions used principally in determining the fair value of options granted | |||
Risk-free interest rate (as a percent) | 1.52% | 1.89% | 2.06% |
STOCK OPTIONS - SUMMARY OF OPTI
STOCK OPTIONS - SUMMARY OF OPTION ACTIVITY - (Details) - Stock Options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of option activity - Shares | |||
Outstanding at the beginning of year (in shares) | 3,253,310 | ||
Granted (in shares) | 333,250 | ||
Forfeited (in shares) | (257,570) | ||
Exercised (in shares) | (135,205) | ||
Outstanding at the end of period (in shares) | 3,193,785 | 3,253,310 | |
Vested at the end of period (in shares) | 1,811,996 | ||
Vested and expected to vest at the end of period (in shares) | 2,741,045 | ||
Summary of option activity - Weighted Average Exercise Price | |||
Outstanding at the beginning of year (in dollars per shares) | $ 7.47 | ||
Granted (in dollars per shares) | 6.27 | ||
Forfeited (in dollars per shares) | 8.47 | ||
Exercised (in dollars per shares) | 1.41 | ||
Outstanding at the end of period (in dollars per shares) | 7.52 | $ 7.47 | |
Vested at the end of period (in dollars per share) | 7.54 | ||
Vested and expected to vest at the end of period (in dollars per share) | $ 7.52 | ||
Option activity disclosures | |||
Weighted Average Remaining Contractual Term - Outstanding | 6 years 11 months 5 days | ||
Weighted Average Remaining Contractual Term - Vested | 6 years 3 months 26 days | ||
Weighted Average Remaining Contractual Term - Vested and expected to vest | 6 years 9 months 22 days | ||
Aggregate Intrinsic Value - Outstanding (in dollars) | $ 571 | ||
Aggregate Intrinsic Value - Vested (in dollars) | 563 | ||
Aggregate Intrinsic Value - Vested and expected to vest (in dollars) | $ 568 | ||
Stock Option | |||
Weighted average grant-date fair value of options granted | $ 5.23 | $ 7.37 | $ 6.15 |
Total fair value of options vested | $ 5,179 | $ 5,144 | $ 2,329 |
Total unrecognized compensation expense, related to non-vested share-based compensation arrangements | $ 5,630 | ||
Period for unrecognized compensation expense is estimated to be recognized | 2 years 4 months 13 days |
WARRANTS (Details)
WARRANTS (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2016 | Jan. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Warrants to purchase common stock issued and outstanding | |||||
Number of Warrants | 3,391,439 | ||||
Weighted average exercise price | $ 7.94 | ||||
Weighted average life in years | 3 years 2 months 27 days | ||||
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 | |||
Fair value of warrants | |||||
Fair value of warrants | $ 90 | $ 251 | |||
Warrants | Public Offering, March 2016 | |||||
Fair value of warrants | |||||
Fair value of warrants | $ 11,726 | ||||
Expected volatility (as a percent) | 112.82% | ||||
Risk-free interest rate (as a percent) | 1.34% | ||||
Expected term (in years) | 5 years | ||||
Expected dividend yield (as a percent) | 0.00% | ||||
Common Stock | |||||
Warrants to purchase common stock issued and outstanding | |||||
Number of shares issued under underwritten public offering (in shares) | 2,388,245 | 3,500,312 | |||
Common Stock | Public Offering, March 2016 | |||||
Warrants to purchase common stock issued and outstanding | |||||
Warrants for purchase of common stock (in shares) | 2,146,666 | ||||
Equity issuance (in price per unit) | $ 7.49 | ||||
Common Stock | Public offering | |||||
Warrants to purchase common stock issued and outstanding | |||||
Number of shares issued under underwritten public offering (in shares) | 2,000,000 | ||||
Net proceeds from issuance of equity (in dollars) | $ 11,038 | ||||
Common Stock | Public Offering - Underwritten | |||||
Warrants to purchase common stock issued and outstanding | |||||
Warrants for purchase of common stock (in shares) | 1,750,156 | ||||
Equity issuance (in price per unit) | $ 4.60 | ||||
Warrants | |||||
Fair value of warrants | |||||
Expected volatility (as a percent) | 89.00% | 100.00% | 119.00% | ||
Risk-free interest rate (as a percent) | 1.20% | 0.65% | 1.47% | ||
Expected term (in years) | 2 years 4 months 24 days | 3 years 4 months 24 days | 4 years 4 months 24 days | ||
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | ||
Warrants | Public Offering, March 2016 | |||||
Warrants to purchase common stock issued and outstanding | |||||
Warrant Exercise Price | 10 | ||||
Equity issuance (in price per unit) | $ 0.01 | ||||
Percentage of warrant exercises price over public offering price | 133.00% | ||||
Warrants | Public Offering - Underwritten | |||||
Warrants to purchase common stock issued and outstanding | |||||
Warrant Exercise Price | $ 5.75 | ||||
Equity issuance (in price per unit) | $ 0.00001 | ||||
Percentage of warrant exercises price over public offering price | 125.00% | ||||
Common Stock And Warrants | Public Offering, March 2016 | |||||
Warrants to purchase common stock issued and outstanding | |||||
Number of shares issued under underwritten public offering (in shares) | 4,293,333 | ||||
Net proceeds from issuance of equity (in dollars) | $ 29,905 | ||||
Common Stock And Warrants | Public Offering - Underwritten | |||||
Warrants to purchase common stock issued and outstanding | |||||
Number of shares issued under underwritten public offering (in shares) | 3,500,312 | ||||
Net proceeds from issuance of equity (in dollars) | $ 14,600 | ||||
Equity | Derivative with Exercise Price One | |||||
Warrants to purchase common stock issued and outstanding | |||||
Warrants Issued Year | 2,010 | ||||
Number of Warrants | 343,931 | ||||
Warrant Exercise Price | $ 5.60 | ||||
Equity | Derivative with Exercise Price One | Minimum | |||||
Warrants to purchase common stock issued and outstanding | |||||
Expiration date | Oct. 26, 2017 | ||||
Equity | Derivative with Exercise Price One | Maximum | |||||
Warrants to purchase common stock issued and outstanding | |||||
Expiration date | Dec. 3, 2017 | ||||
Equity | Derivative with Exercise Price Two | |||||
Warrants to purchase common stock issued and outstanding | |||||
Warrants Issued Year | 2,010 | ||||
Number of Warrants | 306,838 | ||||
Warrant Exercise Price | $ 4 | ||||
Equity | Derivative with Exercise Price Two | Minimum | |||||
Warrants to purchase common stock issued and outstanding | |||||
Expiration date | Aug. 30, 2017 | ||||
Equity | Derivative with Exercise Price Two | Maximum | |||||
Warrants to purchase common stock issued and outstanding | |||||
Expiration date | Dec. 3, 2017 | ||||
Equity | Derivative with Exercise Price Three | |||||
Warrants to purchase common stock issued and outstanding | |||||
Warrants Issued Year | 2,012 | ||||
Number of Warrants | 6,054 | ||||
Warrant Exercise Price | $ 6.64 | ||||
Expiration date | Oct. 5, 2019 | ||||
Equity | Derivative with Exercise Price Five | |||||
Warrants to purchase common stock issued and outstanding | |||||
Warrants Issued Year | 2,016 | ||||
Number of Warrants | 2,146,666 | ||||
Warrant Exercise Price | $ 10 | ||||
Expiration date | Mar. 18, 2021 | ||||
Liability | Derivative with Exercise Price Four | |||||
Warrants to purchase common stock issued and outstanding | |||||
Warrants Issued Year | 2,014 | ||||
Number of Warrants | 587,950 | ||||
Warrant Exercise Price | $ 3.87 | ||||
Expiration date | May 9, 2019 |
EMPLOYEE BENEFIT PLAN (Details)
EMPLOYEE BENEFIT PLAN (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee benefit plan disclosures | |||
Eligibility criteria for participation in the Plan | 21 years | ||
Expense portion of fair value of stock | $ 208 | $ 201 | $ 173 |
Common Stock | |||
Employee benefit plan disclosures | |||
Issuance of common stock to 401(k) plan (in shares) | 37,528 | 17,437 | 41,753 |
Expense portion of fair value of stock | $ 208 | $ 201 | $ 173 |
INTELLECTUAL PROPERTY LICENSE (
INTELLECTUAL PROPERTY LICENSE (Details) - Boston Childrens Hospital Bch License - USD ($) $ in Thousands | Dec. 31, 2011 | Dec. 31, 2016 | Dec. 31, 2015 |
Intellectual Property License | |||
Useful life | 15 years | ||
Initial license fee paid | $ 75 | ||
Capitalized license fees and milestone payments, gross | $ 200 | $ 200 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - LEASES (Details) - Cambridge Lease $ in Thousands | Sep. 17, 2012USD ($)ft² | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Commitments | |||
Lease space (in square feet) | ft² | 26,150 | ||
Term of commercial lease | 6 years 3 months | ||
Term of lease extension option | 5 years | ||
Standby letter of credit | $ 311 | ||
Deferred rent liability | $ 276 | $ 391 | |
Leasehold improvements, net | $ 143 | $ 185 |
COMMITMENTS AND CONTINGENCIES76
COMMITMENTS AND CONTINGENCIES - FUTURE MINIMUM RENT COMMITMENTS (Details) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Mar. 31, 2016USD ($)ft² | Sep. 04, 2013USD ($) | Sep. 17, 2012ft² | |
Cambridge Lease | ||||||
Future minimum rent commitments | ||||||
2,017 | $ 1,289 | |||||
2,018 | 1,088 | |||||
Total | 2,377 | |||||
Commitments | ||||||
Total rent expense | 918 | $ 1,123 | $ 1,148 | |||
Sublease income recorded as offset to rent expense | $ 230 | |||||
Legal settlement agreement accrual | $ 286 | |||||
Lease space (in square feet) | ft² | 26,150 | |||||
CRISPR Therapeutics lease | ||||||
Commitments | ||||||
Lease space (in square feet) | ft² | 5,233 | |||||
Tenant security deposit and first month's rent | $ 51 | |||||
Tenant security deposit | $ 26 |
COMMITMENTS AND CONTINGENCIES77
COMMITMENTS AND CONTINGENCIES - COMPENSATION (Details) - Executive - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | |
Compensation Commitment | |||
Term of award | 1 year | ||
Compensation expense | $ 89 | $ 101 |
COMMITMENTS AND CONTINGENCIES78
COMMITMENTS AND CONTINGENCIES - LITIGATION (Details) $ in Thousands | Dec. 06, 2013claim | Nov. 30, 2013USD ($) |
InVivo Therapeutics Holdings Corp. v. Reynolds | ||
Litigation | ||
Value of damages sought worth of personal and/or exorbitant expenses | $ | $ 500,000 | |
Reynolds counterclaim against InVivo Therapeutics Holdings Corp. | ||
Litigation | ||
Number of breach of contract claims | 2 | |
Number of breach of covenant of good faith and fair-dealing claims | 2 |
INSURANCE CLAIM (Details)
INSURANCE CLAIM (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2014USD ($) | |
September 2014 Water Damage Business Interruption | Research and development expenses | |
Insurance claim disclosures | |
Settlement amount | $ 621 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - Dr. Robert Langer - Consulting agreement $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Related Party Transactions | |
Holding percentage of common stock | 5.00% |
Consulting fees | $ 250 |