Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 15, 2017 | Jun. 30, 2016 | |
Document and Entity Information | |||
Entity Registrant Name | GENOCEA BIOSCIENCES, INC. | ||
Entity Central Index Key | 1,457,612 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Common Stock, Shares Outstanding | 28,498,694 | ||
Entity Public Float | $ 85,898,985 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 27,424 | $ 17,259 |
Investments, current portion | 35,938 | 77,069 |
Prepaid expenses and other current assets | 926 | 865 |
Total current assets | 64,288 | 95,193 |
Property and equipment, net | 4,871 | 4,083 |
Restricted cash | 316 | 316 |
Investments, net of current portion | 0 | 12,104 |
Other non-current assets | 421 | 446 |
Total assets | 69,896 | 112,142 |
Current liabilities: | ||
Accounts payable | 3,043 | 1,757 |
Accrued expenses and other current liabilities | 4,178 | 3,975 |
Deferred revenue | 0 | 235 |
Current portion of long-term debt | 3,149 | 0 |
Total current liabilities | 10,370 | 5,967 |
Non-current liabilities: | ||
Long-term debt | 13,809 | 16,477 |
Other non-current liabilities | 176 | 37 |
Total liabilities | 24,355 | 22,481 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value; Authorized - 175,000 shares; Issued - 28,446 and 28,161 shares at December 31, 2016 and December 31, 2015, respectively; outstanding - 28,445 and 28,152 at December 31, 2016 and December 31, 2015, respectively | 28 | 28 |
Additional paid-in-capital | 252,996 | 247,550 |
Accumulated other comprehensive loss | 0 | (7) |
Accumulated deficit | (207,483) | (157,910) |
Total stockholders’ equity | 45,541 | 89,661 |
Total liabilities and stockholders’ equity | $ 69,896 | $ 112,142 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, shares authorized | 175,000,000 | |
Common stock, shares issued (in shares) | 28,446,461 | 28,161,000 |
Common stock, shares outstanding | 28,444,520 | 28,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Grant revenue | $ 235 | $ 670 | $ 308 |
Operating expenses: | |||
Research and development | 34,645 | 28,049 | 23,727 |
General and administrative | 15,427 | 13,987 | 9,747 |
Refund of research and development expense | (1,592) | 0 | 0 |
Total operating expenses | 48,480 | 42,036 | 33,474 |
Loss from operations | (48,245) | (41,366) | (33,166) |
Other expense, net: | |||
Interest income | 410 | 163 | 55 |
Interest expense | (1,738) | (1,280) | (1,025) |
Change in fair value of warrants | 0 | 0 | (725) |
Loss on debt extinguishment | 0 | 0 | (435) |
Total other expense, net | (1,328) | (1,117) | (2,130) |
Net loss | (49,573) | (42,483) | (35,296) |
Unrealized Loss on Securities | 0 | (7) | (7) |
Comprehensive loss | (49,573) | (42,490) | (35,303) |
Reconciliation of net loss to net loss applicable to common stockholders | |||
Net loss | (49,573) | (42,483) | (35,296) |
Accretion of redeemable convertible preferred stock to redemption value | 0 | 0 | (180) |
Net loss attributable to common stockholders | $ (49,573) | $ (42,483) | $ (35,476) |
Net loss per share attributable to common stockholders-basic and diluted (in USD per share) | $ (1.75) | $ (1.74) | $ (2.27) |
Weighted-average number of common shares used in net loss per share attributable to common stockholders - basic and diluted (in shares) | 28,299 | 24,460 | 15,618 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||||||||||
Net loss | $ (16,034) | $ (12,765) | $ (11,023) | $ (9,751) | $ (10,314) | $ (9,771) | $ (10,314) | $ (12,084) | $ (49,573) | $ (42,483) | $ (35,296) |
Other comprehensive income (loss): | |||||||||||
Unrealized loss on available-for-sale securities | $ 7 | (7) | |||||||||
Comprehensive loss | $ (49,573) | $ (42,490) | $ (35,303) |
Consolidated Statements of Conv
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) shares in Thousands, $ in Thousands | Total | Initial public offering | Secondary public offering | Employee stock purchase plan | Private placement | Common Shares | Common SharesInitial public offering | Common SharesSecondary public offering | Common SharesEmployee stock purchase plan | Common SharesPrivate placement | Additional Paid-In Capital | Additional Paid-In CapitalInitial public offering | Additional Paid-In CapitalSecondary public offering | Additional Paid-In CapitalEmployee stock purchase plan | Additional Paid-In CapitalPrivate placement | Other Comprehensive Income | Accumulated Deficit | Redeemable Convertible Preferred Stock |
Balance - Redeemable Convertible Preferred Stock at Dec. 31, 2013 | $ 81,562 | |||||||||||||||||
Balance - Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2013 | 127,359 | |||||||||||||||||
Balance - Stockholders' Equity (Deficit) at Dec. 31, 2013 | $ (80,131) | $ (80,131) | ||||||||||||||||
Balance - Stockholders' Equity (Deficit) (in shares) at Dec. 31, 2013 | 303 | |||||||||||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | ||||||||||||||||||
Accretion of dividends on redeemable convertible preferred stock | (180) | $ (180) | $ 180 | |||||||||||||||
Exercise of warrants for cash | $ 33 | |||||||||||||||||
Exercise of warrants for cash (in shares) | 51 | |||||||||||||||||
Cashless exercise of warrants | 98 | $ 98 | ||||||||||||||||
Cashless exercise of warrants (in shares) | 54 | 317 | ||||||||||||||||
Conversion of redeemable convertible preferred stock into common stock | 81,774 | $ 11 | 81,763 | $ (81,873) | ||||||||||||||
Conversion of redeemable convertible preferred stock into common stock (in shares) | 11,466 | (127,727) | ||||||||||||||||
Reclassification of warrants to additional paid-in capital | 1,381 | 1,381 | ||||||||||||||||
Issuance of common stock | $ 58,977 | $ 93 | $ 1,964 | $ 6 | $ 58,971 | $ 93 | $ 1,964 | |||||||||||
Issuance of common stock (in shares) | 5,500 | 16 | 223 | |||||||||||||||
Issuance of warrants, net of issuance costs of $6 | 334 | 334 | ||||||||||||||||
Exercise of stock options | 683 | $ 1 | 682 | |||||||||||||||
Exercise of stock options (in shares) | 282 | |||||||||||||||||
Vesting of restricted stock | 10 | 10 | ||||||||||||||||
Vesting of restricted stock (in shares) | 8 | |||||||||||||||||
Stock-based compensation expense | 2,905 | 2,905 | ||||||||||||||||
Unrealized loss on investments | (7) | $ (7) | ||||||||||||||||
Net loss | (35,296) | (35,296) | ||||||||||||||||
Balance - Redeemable Convertible Preferred Stock at Dec. 31, 2014 | $ 0 | |||||||||||||||||
Balance - Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2014 | 0 | |||||||||||||||||
Balance - Stockholders' Equity (Deficit) at Dec. 31, 2014 | $ 32,507 | $ 18 | 147,923 | (7) | (115,427) | |||||||||||||
Balance - Stockholders' Equity (Deficit) (in shares) at Dec. 31, 2014 | 17,852 | |||||||||||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | ||||||||||||||||||
Cashless exercise of warrants | 0 | |||||||||||||||||
Reclassification of warrants to additional paid-in capital | 0 | |||||||||||||||||
Issuance of common stock | $ 95,183 | 213 | $ 10 | $ 95,173 | 213 | |||||||||||||
Issuance of common stock (in shares) | 10,123 | 41 | ||||||||||||||||
Exercise of stock options | 383 | 383 | ||||||||||||||||
Exercise of stock options (in shares) | 128 | |||||||||||||||||
Vesting of restricted stock | 10 | 10 | ||||||||||||||||
Vesting of restricted stock (in shares) | 8 | |||||||||||||||||
Stock-based compensation expense | 3,848 | 3,848 | ||||||||||||||||
Net loss | (42,483) | (42,483) | ||||||||||||||||
Balance - Redeemable Convertible Preferred Stock at Dec. 31, 2015 | $ 0 | |||||||||||||||||
Balance - Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2015 | 0 | |||||||||||||||||
Balance - Stockholders' Equity (Deficit) at Dec. 31, 2015 | $ 89,661 | $ 28 | 247,550 | (7) | (157,910) | |||||||||||||
Balance - Stockholders' Equity (Deficit) (in shares) at Dec. 31, 2015 | 28,152 | |||||||||||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity | ||||||||||||||||||
Cashless exercise of warrants | 0 | |||||||||||||||||
Reclassification of warrants to additional paid-in capital | 0 | |||||||||||||||||
Issuance of common stock | $ 815 | $ 247 | $ 815 | $ 247 | ||||||||||||||
Issuance of common stock (in shares) | 136 | 71 | ||||||||||||||||
Exercise of stock options | 227 | 227 | ||||||||||||||||
Exercise of stock options (in shares) | 79 | |||||||||||||||||
Vesting of restricted stock | 10 | 10 | ||||||||||||||||
Vesting of restricted stock (in shares) | 7 | |||||||||||||||||
Stock-based compensation expense | 4,147 | 4,147 | ||||||||||||||||
Unrealized loss on investments | 7 | |||||||||||||||||
Net loss | (49,573) | (49,573) | ||||||||||||||||
Balance - Redeemable Convertible Preferred Stock at Dec. 31, 2016 | $ 0 | |||||||||||||||||
Balance - Redeemable Convertible Preferred Stock (in shares) at Dec. 31, 2016 | 0 | |||||||||||||||||
Balance - Stockholders' Equity (Deficit) at Dec. 31, 2016 | $ 45,541 | $ 28 | $ 252,996 | $ 0 | $ (207,483) | |||||||||||||
Balance - Stockholders' Equity (Deficit) (in shares) at Dec. 31, 2016 | 28,445 |
Consolidated Statements of Con7
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - Additional Paid-In Capital - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Issuance of warrants, issuance costs | $ 3 | $ 6 | |
Initial public offering | |||
Issuance of stock, issuance costs | 2,403 | ||
Secondary public offering | |||
Issuance of stock, issuance costs | $ 509 | ||
Private placement | |||
Issuance of stock, issuance costs | $ 36 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | |||
Net loss | $ (49,573) | $ (42,483) | $ (35,296) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation and amortization | 1,813 | 1,051 | 469 |
Stock-based compensation | 4,147 | 3,848 | 2,905 |
Change in fair value of warrants liability | 0 | 0 | 725 |
Non-cash interest expense | 481 | 369 | 254 |
Loss on debt extinguishment | 0 | 0 | 435 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (37) | 266 | (442) |
Other long-term assets | 25 | (399) | 782 |
Accounts payable | 1,190 | (1,431) | 524 |
Deferred revenue | (235) | (670) | 893 |
Accrued expenses and other liabilities | 354 | 1,089 | 1,147 |
Net cash used in operating activities | (41,835) | (38,360) | (27,604) |
Investing activities | |||
Purchases of property and equipment | (2,538) | (2,784) | (1,520) |
Proceeds from maturities of investments | 79,313 | 27,498 | 0 |
Purchase of investments | (26,064) | (89,651) | (27,053) |
Net cash provided by (used in) investing activities | 50,711 | (64,937) | (28,573) |
Financing activities | |||
Proceeds from issuance of long-term debt, net of issuance costs | 0 | 4,719 | 11,681 |
Repayment of long-term debt | 0 | 0 | (10,401) |
Proceeds from issuance of common stock under ESPP | 247 | 213 | 93 |
Proceeds from exercise of stock options | 227 | 383 | 683 |
Proceeds from the exercise of warrants | 0 | 0 | 33 |
Net cash provided by financing activities | 1,289 | 100,498 | 64,027 |
Net increase (decrease) in cash and cash equivalents | 10,165 | (2,799) | 7,850 |
Cash and cash equivalents at beginning of period | 17,259 | 20,058 | 12,208 |
Cash and cash equivalents at end of period | 27,424 | 17,259 | 20,058 |
Supplemental cash flow information | |||
Cash paid for interest | 1,255 | 897 | 815 |
Supplemental disclosure of non-cash investing and financing activities | |||
Conversion of preferred stock to common stock upon closing of IPO | 0 | 0 | 81,774 |
Reclassification of prepaid IPO closing costs from non-current assets to additional paid-in capital | 0 | 0 | 997 |
Reclassification of warrants to additional paid-in capital | 0 | 0 | 1,381 |
Accretion of redeemable convertible preferred stock to redemption value | 0 | 0 | 180 |
Cashless exercise of warrants | 0 | 0 | 98 |
Issuance of common stock warrant | 0 | 0 | 340 |
Property and equipment, net included in accounts payable and accrued expenses | 63 | 394 | 0 |
Underwritten public offering | |||
Financing activities | |||
Proceeds from underwritten public offering/sale of common stock, net of issuance costs | $ 815 | $ 95,183 | $ 61,938 |
Organization and operations
Organization and operations | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and operations | Organization and operations The Company Genocea Biosciences, Inc. (the “Company”) is a biopharmaceutical company that was incorporated in Delaware on August 16, 2006 and has a principal place of business in Cambridge, Massachusetts. The Company seeks to discover and develop novel vaccines and immunotherapies to address diseases with significant unmet needs through its AnTigen Lead Acquisition System ("ATLAS TM ") proprietary discovery platform. ATLAS is used to rapidly design vaccines and immunotherapies that act, in part, through T cell (or cellular) immune responses, in contrast to approved vaccines and immunotherapies, which are designed to act primarily through B cell (or antibody) immune responses. The Company believes that by harnessing T cells, first-in-class vaccines and immunotherapies can be developed to address diseases where T cells are central to the control of the disease. The Company has one product candidate in active Phase 2 clinical development, GEN-003, an immunotherapy for the treatment of genital herpes. The Company also has a pre-clinical immuno-oncology program focused on personalized cancer vaccines (GEN-009). The GEN-009 program leverages ATLAS to identify patient neoantigens, or newly formed antigens that are often found in tumor cells that have not been previously recognized by the immune system. We have other non-active infectious disease programs, including GEN-004, a Phase 2-ready universal vaccine for the prevention of pneumococcal infections, and early stage programs focused on genital herpes prophylaxis, chlamydia, and malaria. The Company is devoting substantially all of its efforts to product research and development, initial market development, and raising capital. The Company has not generated any product revenue related to its primary business purpose to date and is subject to a number of risks similar to those of other clinical stage companies, including dependence on key individuals, competition from other companies, the need and related uncertainty associated to the development of commercially viable products, and the need to obtain adequate additional financing to fund the development of its product candidates. The Company is also subject to a number of risks similar to other companies in the life sciences industry, including regulatory approval of products, uncertainty of market acceptance of products, competition from substitute products and larger companies, the need to obtain additional financing, compliance with government regulations, protection of proprietary technology, dependence on third parties, product liability, and dependence on key individuals. As of December 31, 2016 , the Company had an accumulated deficit of approximately $ 207.5 million . The Company had cash, cash equivalents and investments of $63.4 million at December 31, 2016 . The Company expects that existing cash, cash equivalents and investments are sufficient to support operating expenses and capital expenditure requirements into the first quarter of 2018, without assuming any receipt of proceeds from potential business development partnerships, equity financings or debt drawdowns. This guidance assumes commencing Phase 3 trials for GEN-003 for genital herpes in the fourth quarter of 2017 and filing an IND for GEN-009 for cancer by the end of the year, however it is the Company’s strategy to secure additional sources of financing in advance of starting GEN-003 Phase 3 clinical trials. At-the-market equity offering program On March 2, 2015, the Company entered into a Sales Agreement with Cowen and Company, LLC (the "Sales Agreement") to establish an at-the-market equity offering program (“ATM”) pursuant to which it was able to offer and sell up to $40 million of its Common Stock at prevailing market prices from time to time. On May 8, 2015, the Sales Agreement was amended to increase the offering amount under the ATM to $50 million of its Common Stock. In April 2016, the Company sold 136 thousand shares and received $0.8 million in net proceeds after deducting commissions. There were no sales under this program during the fiscal year ended December 31, 2015. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Principles of Consolidation The consolidated financial statements include the accounts of Genocea Biosciences, Inc., and a wholly-owned subsidiary. All inter-company accounts and transactions have been eliminated Basis of presentation and use of estimates The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to prepaid and accrued research and development expenses, stock-based compensation expense, the valuation of common stock warrants and warrants to purchase redeemable securities, and reported amounts of revenues and expenses during the reported period. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. Segment information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company and the Company’s chief operating decision maker view the Company’s operations and manage its business in one operating segment, which is the business of developing and commercializing vaccines. The Company operates in only one geographic segment. Cash, cash equivalents and investments The Company determines the appropriate classification of its investments at the time of purchase. All liquid investments with original maturities of 90 days or less from the purchase date are considered to be cash equivalents. The Company’s current and non-current investments are comprised of certificates of deposit and government securities that are classified as available-for-sale in accordance with FASB ASC Topic 320, Investments—Debt and Equity Securities. The Company classifies investments available to fund current operations as current assets on its balance sheets. Investments are classified as non-current assets on the balance sheets if (i) the Company has the intent and ability to hold the investments for a period of at least one year and (ii) the contractual maturity date of the investments is greater than one year. Available-for-sale investments are recorded at fair value, with unrealized gains or losses included in Accumulated other comprehensive loss on the Company’s balance sheets. Realized gains and losses are determined using the specific identification method and are included as a component of Interest income. There were no realized gains or losses recognized for the years ended December 31, 2016 and 2015. The Company reviews investments for other-than-temporary impairment whenever the fair value of an investment is less than the amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. To determine whether an impairment is other-than-temporary, the Company considers its intent to sell, or whether it is more likely than not that the Company will be required to sell the investment before recovery of the investment’s amortized cost basis. Evidence considered in this assessment includes reasons for the impairment, the severity and the duration of the impairment and changes in value subsequent to period end. As of December 31, 2016 , there were no investments with a fair value that was significantly lower than the amortized cost basis or any investments that had been in an unrealized loss position for a significant period. Concentrations of credit risk and off-balance sheet risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents and investments. The Company’s cash, cash equivalents and investments are held in accounts with financial institutions that management believes are creditworthy. The Company’s investment policy includes guidelines on the quality of the institutions and financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. These amounts at times may exceed federally insured limits. The Company has not experienced any credit losses in such accounts and does not believe it is exposed to any significant credit risk on these funds. The Company has no financial instruments with off-balance sheet risk of loss. Deferred financing costs Offering costs related to debt and equity financing primarily consist of direct and incremental external expenses. In accordance with ASU No. 2015-03 Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”) the Company presents debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction of the carrying value of the debt liability, consistent with the accounting treatment of debt discounts. The amortization of deferred debt financing costs follows the effective interest rate method. Offering costs related to registration statements and the initiation of the ATM are recorded as an asset and are reclassified to equity on a pro-rata basis based upon the successful selling of common shares compared to the available limits in either equity program. The costs are reviewed for impairment and will be recorded to expense if and when the Company determines that future equity offerings are not probable of occurring. At December 31, 2016 and 2015, the Company had $339 thousand and $304 thousand of deferred offering costs, respectively, recorded as an Other non-current asset. Fair value of financial instruments The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB ASC Topic 820, Fair Value Measurement and Disclosures , (“ASC 820”) established a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the financial instrument based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the financial instrument and are developed based on the best information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported or disclosed fair value of the financial instruments and is not a measure of the investment credit quality. Fair value measurements are classified and disclosed in one of the following three categories: • Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. • Level 2—Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly. • Level 3—Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Financial instruments measured at fair value on a recurring basis include cash equivalents and investments (Note 3) and warrants (Note 7). An entity may elect to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in net loss. The Company did not elect to measure any additional financial instruments or other items at fair value. The Company is also required to disclose the fair value of financial instruments not carried at fair value. The fair value of the Company’s long-term debt (Note 6) is determined using current applicable rates for similar instruments as of the balance sheet dates and assessment of the credit rating of the Company. The carrying value of the Company’s long-term debt approximates fair value because the Company’s interest rate yield is near current market rates. The Company’s long-term debt is considered a Level 3 liability within the fair value hierarchy. Except for the valuation methodology utilized to value the warrants to purchase redeemable securities (Note 7), there have been no changes to the valuation methods utilized by the Company during the three years ended December 31, 2016 . The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of financial instruments between levels during the years ended December 31, 2016 , 2015 and 2014. Derivative Instruments The Company occasionally issues financial instruments in which a derivative instrument is “embedded”. Upon issuing the financial instrument, the Company assesses whether the economic characteristics of the embedded derivative are clearly and closely related to the economic characteristics of the remaining component of the financial instrument (i.e., the host contract) and whether a separate, non-embedded instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that (1) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract and (2) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument, the embedded derivative is separated from the host contract and carried at fair value with any changes in fair value recorded in current period earnings. In connection with the issuance of the 2014 Term Loan and the First Amendment (Note 6), the Company evaluated all features of the agreement noting none that required bifurcation under FASB ASC Topic 815, Derivatives and Hedging (“ASC 815”). Property and equipment Property and equipment is stated at cost, less accumulated depreciation. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred, while costs of major additions and betterments are capitalized. Upon disposal, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statements of operations. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Asset Estimated useful life Laboratory equipment 5 Furniture and office equipment 5 Computer hardware and software 3-5 years Leasehold improvements Shorter of the useful life or remaining lease term Development of Software for Internal Use The Company accounts for the costs of software developed or obtained for internal use in accordance with ASC 350-40, Internal-Use Software . Costs of materials, consultants, payroll, and payroll-related costs for employees incurred in developing internal-use software are capitalized as incurred. These costs are included in Property and equipment, net. Costs incurred during the preliminary project and post-implementation stages are charged to expense. Amortization is recorded using the straight-line method over the estimated useful lives of the respective asset which is five years. Impairment of long-lived assets The Company evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value. The Company has not recognized any impairment losses in any reporting periods through December 31, 2016 . Revenue recognition The Company has generated revenue solely through research and development grants with private not-for-profit organizations and federal agencies for the development and commercialization of product candidates. The Company recognizes revenue in accordance with FASB ASC Topic 605, Revenue Recognition (“ASC 605”). Accordingly, revenue is recognized for each unit of accounting when all of the following criteria are met: • persuasive evidence of an arrangement exists • delivery has occurred or services have been rendered • the fee is fixed or determinable • collectability is reasonably assured Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s balance sheets. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as a current liability. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as a non-current liability. Grant revenue Periodically, the Company receives grants from private not-for-profit organizations and federal agencies to conduct vaccine development research. Funds received in advance of services being performed are recorded as deferred revenue. Revenue under these grants is recognized as research services are performed. Multiple-element arrangements The Company analyzes multiple-element arrangements based on the guidance in FASB ASC Topic 605-25, Revenue Recognition—Multiple-Element Arrangements (“ASC 605-25”). The Company applies this guidance to new arrangements as well as existing arrangements that contain multiple deliverables. The Company determines the elements, or deliverables, included in the arrangement and allocates consideration under the arrangement to the various elements based on each element’s relative selling price. The identification of individual elements in a multiple-element arrangement and the estimation of the selling price of each element involves significant judgment, including consideration as to whether each delivered element has stand-alone value to the collaborator. The Company determines the estimated selling price for deliverables within the arrangement using vendor-specific objective evidence (“VSOE”) of selling price, if available, or third-party evidence of selling price if VSOE was not available or the Company’s best estimate of selling price, if neither VSOE nor third-party evidence was available. The Company uses its best estimate of a selling price if it does not have VSOE or third-party evidence of selling price for these deliverables. In order to determine the best estimate of selling price, the Company considers market conditions, as well as entity- specific factors, including those factors contemplated in negotiating the agreements, as well as internally developed estimates that include assumptions related to the market opportunity, estimated development costs, probability of success, and the time needed to commercialize assays. In validating its best estimate of selling price, the Company evaluates whether changes in the key assumptions used to determine best estimate of selling price would have a significant effect on the allocation of arrangement consideration between deliverables. The Company recognizes consideration allocated to an individual element when all other revenue recognition criteria are met for that element, which generally occurs upon delivery or over the period in which services are provided. Research and development expenses Research and development costs are charged to expense as incurred in performing research and development activities. The costs include employee compensation costs, facilities and overhead, clinical study and related clinical manufacturing costs, regulatory and other related costs. Nonrefundable advanced payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. Stock-based compensation expense The Company accounts for its stock-based compensation awards to employees and directors in accordance with FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options and restricted stock, to be recognized in the statements of operations and comprehensive loss based on their grant date fair values. Compensation expense related to awards to employees is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Share-based payments issued to non-employees are recorded at their fair values, and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and FASB ASC Topic 505, Equity, (“ASC 505”) and are expensed using an accelerated attribution model. The Company estimates the fair value of its stock options using the Black- Scholes option pricing model, which requires the input of subjective assumptions, including (a) the expected volatility of the Company’s stock price, (b) the expected term of the award, (c) the risk-free interest rate, (d) expected dividends and (e) the estimated fair value of the Company’s common stock on the measurement date. Due to the limited operating history of the Company as a public entity and a lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. When selecting these public companies on which it has based its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected term of the stock-based awards. The Company computes historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Due to the lack of Company specific historical option activity, the Company has estimated the expected term of its employee stock options using the “simplified” method, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. The expected term for non-employee awards is the remaining contractual term of the option. The risk-free interest rates are based on the U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The Company has never paid, and does not expect to pay dividends in the foreseeable future. Following the closing of the Company’s IPO, the fair value of common stock is determined based on the quoted market price of the common stock. The Company early adopted ASU 2016-09 Compensation — Stock Compensation (Topic 718) as of June 30, 2016. In connection with the early adoption, the Company elected an accounting policy to record forfeitures as they occur. There was no financial statement impact upon adoption as the Company had estimated a forfeiture rate of zero given that most options awards vest on a monthly basis. ASU 2016-09 also provides that companies no longer record excess tax benefits or certain tax deficiencies in additional paid-in capital (APIC). Instead, all excess tax benefits and tax deficiencies are recorded as income tax expense or benefit in the income statement. There was no financial statement impact of adopting this provision of the ASU as the Company is in a net operating loss (NOL) position and all excess tax benefits that exist from options previously exercised require a full valuation allowance. As such, the adoption of this standard did not have a material impact on the financial statements. For the year ended December 31, 2016 , the Company did not record an income statement benefit for excess tax benefits as a valuation allowance is also required on these amounts. Income taxes Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and the tax reporting basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. The Company has evaluated available evidence and concluded that the Company may not realize the benefit of its deferred tax assets; therefore, a valuation allowance has been established for the full amount of the deferred tax assets. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2016 and 2015, the Company does not have any significant uncertain tax positions. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. Earnings per share Basic earnings per share attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Net loss attributable to common stockholders is calculated by adjusting the net loss of the Company for cumulative preferred stock dividends and accretion of preferred stock issuance costs. Diluted earnings per share attributable to common stockholders is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per share attributable to common stockholders' calculation, preferred stock, stock options, unvested restricted stock, and warrants are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders, as their effect would be anti-dilutive for all periods presented. Therefore, basic and diluted net loss per share were the same for all periods presented. Comprehensive loss Comprehensive loss consists of net loss and changes in equity during a period from transactions and other events and circumstances generated from non-owner sources. For all periods presented other comprehensive income (loss), if any, consists of unrealized gains and losses on the Company’s investments. Recent accounting pronouncements Standard Description Effect on the financial statements ASU 2014-09, Revenue from Contracts with Customers (Topic 606) The standard will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. At this time, the Company has not decided on which method it will use to adopt the new standard, nor has it determined the effects of the new guidelines on its results of operations and financial position as the Company does not currently have any arrangements that would be impacted by the new standard. As a result, the Company is continuing to evaluate the method of adoption and the impact of this standard on its consolidated financial statements. ASU 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40) In August 2014, the FASB issued ASU 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The standard requires an evaluation of whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and for interim periods within annual periods beginning after December 15, 2016. The Company adopted this standard as of December 31, 2016 and the adoption did not have a material impact. Refer to Footnote 1 for further details regarding the Company’s liquidity. ASU 2016-02, Leases (Topic 842) In February 2016, the FASB issued ASU 2016-02, which replaces the existing lease accounting standards. The new standard requires a dual approach for lessee accounting under which a lessee would account for leases as finance (also referred to as capital) leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and corresponding lease liability. For finance leases the lessee would recognize interest expense and amortization of the right-of-use asset and for operating leases the lessee would recognize straight-line total lease expense. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company generally does not finance purchases of equipment but it does lease office and lab facilities. The Company is in the process of evaluating the effect that this ASU will have on its consolidated financial statements and related disclosures. ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In November 2016, the FASB issued ASU 2016-18, which requires additional disclosures related to restricted cash. The new standard requires that amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company does not expect the adoption of this standard to have a material effect on its consolidated financial statements. |
Cash, cash equivalents and inve
Cash, cash equivalents and investments | 12 Months Ended |
Dec. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Cash, cash equivalents and investments | Cash, cash equivalents and investments As of December 31, 2016 and 2015, cash, cash equivalents and investments comprised funds in depository, money market accounts, U.S treasury securities, and FDIC-insured certificates of deposit. The following table presents the cash equivalents and investments carried at fair value in accordance with the hierarchy defined in Note 2 (in thousands): Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) December 31, 2016 Money market funds, included in cash equivalents $ 25,602 $ 25,602 $ — $ — Certificates of deposit, included in cash equivalents 992 — 992 — Investments - U.S treasuries 16,508 16,508 — — Investments - certificates of deposit 19,429 — 19,429 — Total $ 62,531 $ 42,110 $ 20,421 $ — December 31, 2015 Money market funds, included in cash equivalents $ 14,207 $ 14,207 $ — $ — U.S treasuries, included in cash equivalents 2,203 2,203 — — Investments - U.S. treasuries 27,924 27,924 — — Investments - certificates of deposit 61,249 — 61,249 — Total $ 105,583 $ 44,334 $ 61,249 $ — Cash equivalents and marketable securities have been initially valued at the transaction price and subsequently valued, at the end of each reporting period, utilizing third party pricing services or other market observable data. The pricing services utilize industry standard valuation models, including both income and market based approaches and observable market inputs to determine value. The Company validates the prices provided by its third party pricing services by reviewing their pricing methods and obtaining market values from other pricing sources. After completing its validation procedures, the Company did not adjust any fair value measurements provided by the pricing services as of December 31, 2016 and 2015 . Cash equivalents and investments at December 31, 2016 consist of the following (in thousands): Contractual Maturity Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents and investments U.S. Treasuries 31-181 days $ 16,508 $ — $ — $ 16,508 Certificates of deposit 4-180 days 20,421 — — 20,421 Total $ 36,929 $ — $ — $ 36,929 Cash equivalents and investments at December 31, 2015 consist of the following (in thousands): Contractual Maturity Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents and investments U.S. Treasuries 60-184 days $ 30,120 $ 7 $ — $ 30,127 Certificates of deposit 91-365 days 49,145 — — 49,145 Certificates of deposit greater than 365 days 12,104 — — 12,104 Total $ 91,369 $ 7 $ — $ 91,376 |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Property and equipment, net Property and equipment, net consist of the following (in thousands): December 31, 2016 2015 Laboratory equipment $ 4,894 $ 3,943 Furniture office equipment 921 610 Computer hardware 317 259 Leasehold improvements 1,514 1,433 Internally developed software 1,390 338 Total property and equipment 9,036 6,583 Accumulated depreciation (4,165 ) (2,500 ) Property and equipment, net $ 4,871 $ 4,083 Depreciation expense was $1.7 million , $1.1 million , and $0.5 million , for the years ended December 31, 2016 , 2015 , 2014 , respectively. A portion of the Company's internally developed computer software was placed into service during April 2016 and $0.1 million of amortization was recorded for the year ended December 31, 2016 . No internally developed software was available to be placed into service and no amortization was recorded for the year ended December 31, 2015 . |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2016 2015 Payroll and employee-related costs $ 2,090 $ 1,736 Research and development costs 1,239 1,359 Other current liabilities 849 880 Total $ 4,178 $ 3,975 |
Long-term debt
Long-term debt | 12 Months Ended |
Dec. 31, 2016 | |
Long-term Debt, Unclassified [Abstract] | |
Long-term debt | Long-term debt 2014 Term Loan, First Amendment On November 20, 2014 (the "Closing Date"), the Company entered into a loan and security agreement (the “Loan Agreement”) with Hercules Technology Growth Capital, Inc. (“Hercules”) which provided up to $27.0 million in debt financing in three separate tranches (the “2014 Term Loan”). The first tranche of $17.0 million was available through June 30, 2015, of which $12.0 million was drawn down at loan inception for which approximately $9.8 million of the proceeds were used to repay all outstanding indebtedness under the previously existing $10.0 million loan agreement (the "2013 Term Loan"). The Company recorded a $435 thousand loss on extinguishment of debt in other expense on the Statements of Operations related to deferred debt charges, the unamortized portion of the original issue discount related to the 2013 Term Loan and other fees associated with extinguishing the debt. The option to draw down the remaining $5.0 million under the first tranche expired unused on June 30, 2015. The second tranche of $5.0 million was subject to certain eligibility requirements which were achieved as of June 30, 2015 and the Company had the option to draw down the second tranche on or prior to December 15, 2015. The second tranche expired unused on December 15, 2015 The third tranche of $5.0 million was not eligible to draw as the Company did not achieve positive results from its Phase 2a human challenge study of GEN-004. In December 2015, the Company amended the Loan Agreement (the "First Amendment") with Hercules. The First Amendment required the Company to draw an additional $5.0 million and permits it to draw two additional $5.0 million tranches. One $5.0 million tranche was immediately available to draw through December 15, 2016 and a second $5.0 million tranche could have become available through December 15, 2016, subject to the Company demonstrating sufficient evidence of continued clinical progression of its GEN-003 product and making favorable progress in applying its proprietary technology platform toward the development of novel immunotherapies with application in oncology. Both tranches expired unused at December 31, 2016, and $17.0 million was outstanding under the amended 2014 Term Loan at December 31, 2016. 2014 Term Loan The 2014 Term Loan had an original maturity of July 1, 2018. The eligibility requirements for the second tranche also contained an election for the Company to extend the maturity date to January 1, 2019. During the second quarter of 2015, the Company elected to extend the maturity date of the 2014 Term Loan. The maturity date of January 1, 2019 remained unchanged by the First Amendment. Each advance accrues interest at a floating rate per annum equal to the greater of (i) 7.25% or (ii) the sum of 7.25% plus the prime rate minus 5.0% . The 2014 Term Loan provided for interest-only payments until December 31, 2015, which was extended by the Company for a six -month period as the eligibility requirements for the second tranche were met during the second quarter of 2015. The First Amendment subsequently extended the interest only period through June 30, 2017. Thereafter, beginning July 1, 2017, principal and interest payments will be made monthly for 18 months with a payoff schedule based upon a 30 -month amortization schedule, the original amortization term of the 2014 Term Loan. The remaining unpaid principal is due at January 1, 2019. The 2014 Term Loan may be prepaid in whole or in part upon seven business days’ prior written notice to Hercules. Prepayments will be subject to a charge of 3.0% if an advance is prepaid within 12 months following the Closing Date, 2.0% , if an advance is prepaid between 12 and 24 months following the Closing Date, and 1.0% thereafter. Amounts outstanding at the time of an event of default shall be payable on demand and shall accrue interest at an additional rate of 5.0% per annum on any outstanding amounts past due. The Company is also obligated to pay an end of term charge of 4.95% (the "End of Term Charge") of the balance drawn when the advances are repaid. The 2014 Term Loan is secured by a lien on substantially all of the assets of the Company, other than intellectual property, provided that such lien on substantially all assets includes any rights to payments and proceeds from the sale, licensing or disposition of intellectual property. The Loan Agreement contains non-financial covenants and representations, including a financial reporting covenant, and limitations on dividends, indebtedness, collateral, investments, distributions, transfers, mergers or acquisitions, taxes, corporate changes, deposit accounts, and subsidiaries. There are no financial covenants. Under the provisions of the 2014 Term Loan, the Company has also entered into account control agreements ("ACAs") with Hercules and certain of the Company's financial institutions in which cash, cash equivalents, and investments are held. These ACAs grant Hercules a perfected first priority security interest in the subject accounts. The ACAs do not restrict the Company's ability to utilize cash, cash equivalents, or investments to fund operations and capital expenditures unless there is an Event of Default and Hercules activates its rights under the ACAs. The Loan Agreement contains a Material Adverse Effect provision that requires all material adverse effects to be reported under the financial reporting covenant. Loan advances are subject to a representation that no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing. Under the Loan Agreement, a Material Adverse Effect means a material adverse effect upon: (i) the business, operations, properties, assets or condition (financial or otherwise) of the Company; or (ii) the ability of the Company to perform the secured obligations in accordance with the terms of the Loan Agreements, or the ability of agent or lender to enforce any of its rights or remedies with respect to the secured obligations; or (iii) the collateral or agent’s liens on the collateral or the priority of such liens. Any event that has a Material Adverse Effect is an event of default under the Loan Agreement and repayment of amounts due under the Loan Agreement may be accelerated by Hercules under the same terms as an event of default. Events of default under the Loan Agreement include failure to make any payments of principal or interest as due on any outstanding indebtedness, breach of any covenant, any false or misleading representations or warranties, insolvency or bankruptcy, any attachment or judgment on the Company’s assets of at least $100 thousand, or the occurrence of any material default of the Company involving indebtedness in excess of $100 thousand. If an event of default occurs, repayment of all amounts due under the Loan Agreement may be accelerated by Hercules, including the applicable Prepayment Charge. The 2014 Term Loan is automatically redeemable upon a change in control whereas the Company must prepay the outstanding principal and any accrued and unpaid interest through the prepayment date including any unpaid agent’s and lender’s fees and expenses accrued to the date of the repayment including the End of Term Charge and the applicable Prepayment Charge. If a change in control occurs, repayment of amounts due under the Loan Agreement may be accelerated by Hercules. The Company believes acceleration of the repayment of amounts outstanding under the loan is remote. In connection with the 2014 Term Loan, the Company issued a common stock warrant to Hercules on November 20, 2014. The warrant is exercisable for 73,725 shares of the Company’s common stock (equal to $607,500 divided by the exercise price of $8.24 ). The exercise price and the number of shares are subject to adjustment upon a merger event, reclassification of the shares of common stock, subdivision or combination of the shares of common stock or certain dividends payments. The warrant is exercisable until November 20, 2019 and will be exercised automatically on a net issuance basis if not exercised prior to the expiration date and if the then-current fair market value of one share of common stock is greater than the exercise price then in effect. The warrant has been classified as equity for all periods it has been outstanding. Contemporaneously with the 2014 Term Loan, the Company also entered into an equity rights letter agreement on November 20, 2014 (the “Equity Rights Letter Agreement”). Pursuant to the Equity Rights Letter Agreement, the Company issued to Hercules 223,463 shares of the Company’s Common Stock for an aggregate purchase price of approximately $2.0 million at a price per share equal to the closing price of the Company’s Common Stock as reported on The NASDAQ Global Market on November 19, 2014. The shares will be subject to resale limitations and may be resold only pursuant to an effective registration statement or an exemption from registration. Additionally, under the Equity Rights Letter Agreement, Hercules has the right to participate in any one or more subsequent private placement equity financings of up to $2.0 million on the same terms and conditions as purchases by the other investors in each subsequent equity financing. The Equity Rights Letter Agreement, and all rights and obligations thereunder, will terminate upon the earlier of (1) such time when Hercules has purchased $2.0 million of subsequent equity financing securities in the aggregate and (2) the later of (a) the repayment of all indebtedness under the Loan Agreement and (b) the expiration or termination of the exercise period for the warrant issued in connection with the Loan Agreement. The Company allocated $36 thousand of financing costs to additional paid-in capital for issuance fees that were reimbursed to Hercules. The Company incurred $0.3 million in debt financing costs related to the First Amendment which was recorded as a debt discount and will be amortized over the remaining loan term. In connection with the issuance of the 2014 Term Loan, the Company incurred $0.1 million of financing costs and also reimbursed Hercules $0.2 million for debt financing costs which has been recorded as a debt discount and will be amortized over the remaining loan term. The End of Term Charge is amortized ratably over the term loan period based upon the outstanding debt and the increase in the amount of End of Term Charge due to the additional borrowing from the First Amendment is being amortized from the First Amendment date through maturity. The debt discount is being amortized to interest expense over the life of the 2014 Term Loan using the effective interest method. At December 31, 2016 , the 2015 Term Loan bears an effective interest rate of 10.2% . As of December 31, 2016 and 2015, the Company had outstanding borrowings under the 2014 Term Loan of $17.0 million . Interest expense related to the 2014 Term Loan was $ 1.7 million and $1.3 million and $0.1 million for the years ended December 31, 2016 , 2015, and 2014, respectively. Interest expense related to the 2013 Term Loan was $0.8 million for the year ended December 31, 2014. Future principal payments, including the End of Term Charge, on the 2014 Term Loan are as follows (in thousands): December 31, 2016 2017 $ 3,149 2018 6,659 2019 8,034 Total $ 17,842 2013 Term Loan On September 30, 2013, the Company entered into the 2013 Term Loan which provided up to $10.0 million . The Company drew down $3.5 million upon closing the 2013 Term Loan to pay off existing debt obligations and drew down the remaining facility of $6.5 million in December 2013. The Company was obligated to make interest-only payments for the first 9 months and 33 equal payments of principal, together with accrued interest thereafter for each advance. The 2013 Term Loan bore interest at a rate of 8% per annum. The Company was also obligated to pay 2% of the advance on the final repayment date of each draw which was accrued over the term of the debt. In connection with the 2013 Term Loan, the Company issued a warrant to purchase 689,655 shares of Series C Preferred Stock at $0.58 per share. Upon the completion of the Company's IPO, these Series C preferred stock warrants automatically converted into warrants exercisable for 57,954 shares of Common Stock at an exercise price of $6.90 per share (Note 7). |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants As of December 31, 2016 and December 31, 2015, the Company had warrants outstanding that represent the right to acquire 77,603 shares of common stock, of which 73,725 represented warrants issued to Hercules in relation to the 2014 Term Loan and 3,878 represented warrants to purchase common stock issued in periods prior to the Company's IPO. Hercules Warrants In accordance with ASC Topic No. 815, “ Derivatives and Hedging ” (Topic No. 815), the Company determined the common stock warrant issued to Hercules to be equity classified. The Company estimated the fair value of this warrant as of the issuance date using a Black-Scholes option pricing model (with a 10% discount for lack of marketability) with the following assumptions: November 20, Fair value of underlying instrument $ 9.05 Expected volatility 70.0 % Expected term (in years) 5 Risk-free interest rate 1.64 % Expected dividend yield 0.0 % The Company utilized this fair value in its allocation of debt proceeds between debt and the warrants which was performed on a relative fair value basis. Ultimately, the Company allocated $334 thousand to the Hercules warrants and recognized this amount in additional paid-in capital. As of December 31, 2016 , the common stock warrants issued to Hercules remained outstanding. Warrants to purchase redeemable securities As of December 31, 2013, the Company had outstanding warrants to purchase 2,291,512 shares of redeemable convertible preferred stock. On January 29, 2014, 21,695 warrants to purchase Series A preferred stock were exercised for cash. On February 4, 2014, an additional 28,926 warrants to purchase Series A preferred stock were exercised for cash. Prior to the completion of the Company's IPO on February 10, 2014, warrants to purchase 987,840 shares of Series A preferred stock were exercised in a cashless exercise for 316,932 shares of Series A preferred stock, which automatically converted into 26,633 shares of Common Stock upon the completion of the Company's IPO. Also upon the completion of the Company's IPO, warrants exercisable for 1,253,051 shares of redeemable convertible preferred stock were automatically converted into warrants exercisable for 105,297 shares of Common Stock. On February 12, 2014, 43,465 warrants were exercised in a cashless exercise for 16,593 shares of Common Stock. On April 23, 2014, 57,954 warrants were exercised in a cashless exercise for 37,250 shares of Common Stock. As of December 31, 2016, 3,878 of these warrants remain outstanding. In connection with the completion of the Company's IPO, all the warrants exercisable for redeemable convertible preferred stock were automatically converted into warrants exercisable for Common Stock, resulting in the reclassification of the related warrant to purchase redeemable securities liability to additional paid-in capital as the warrants to purchase shares of Common Stock are accounted for as equity instruments. The warrant to purchase redeemable securities liability was re-measured to fair value prior to reclassification to additional paid-in capital. These warrants are considered Level 3 liabilities because their fair value measurements are based, in part, on significant inputs not observed in the market and reflect the Company’s assumptions as to the expected volatility of the Company’s preferred stock. The Company determined the fair value of the warrants to purchase redeemable securities based on input from management and the board of directors, which utilized an independent valuation of the Company’s enterprise value, determined utilizing an analytical valuation model. Any reasonable changes in the assumptions used in the valuation could materially affect the financial results of the Company. The following table sets forth a summary of changes in the fair value of the Company’s warrants to purchase redeemable securities, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy wherein fair value is estimated using significant unobservable inputs (in thousands): Years ended December 31, 2016 2015 2014 Beginning balance $ — $ — $ 656 Change in fair value — — 725 Warrants exercised — — (323 ) Reclassification to accumulated paid-in capital — — (1,058 ) Ending balance $ — $ — $ — At December 31, 2013, the analytical valuation model used to calculate the fair value of warrants to purchase redeemable securities was a hybrid approach based on an Option-Pricing Model (“OPM”) backsolve method and the Probability-Weighted Expected Return Model (“PWERM”). Thirty-five percent of the value was attributed to the OPM backsolve method and 65% was attributed to the PWERM. After the enterprise value was determined, the total enterprise value was then allocated to the various outstanding equity instruments, including the warrants to purchase redeemable securities, utilizing the OPM. The fair value of warrants to purchase 21,695 shares of Series A preferred stock prior to exercise on January 29, 2014 was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: January 29, Fair value of underlying instrument $ 0.65 Expected Volatility 55.57 % Expected term (in years) 0.04 Risk-free interest rate 1.52 % Expected dividend yield 0.0 % These warrants were re-measured to a fair value of $8 thousand, which resulted in an increase in fair value of $2 thousand. The fair value of the warrants was reclassified to additional paid-in capital upon exercise on January 29, 2014. The fair value of warrants to purchase 28,926 shares of Series A preferred stock prior to exercise on February 4, 2014 was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: February 4, Fair value of underlying instrument $ 0.65 Expected Volatility 55.03 % Expected term (in years) 0.02 Risk-free interest rate 1.46 % Expected dividend yield 0.0 % These warrants were re-measured to a fair value of $10 thousand, which resulted in an increase in fair value of $3 thousand. The fair value of the warrants was reclassified to additional paid-in capital upon exercise on February 4, 2014. The fair value of warrants to purchase 987,840 shares of Series A preferred stock prior to a cashless exercise for 316,932 shares of Series A preferred stock on February 10, 2014, which automatically converted into 26,633 shares of Common Stock upon the completion of the Company's IPO, was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: February 10, Fair value of underlying instrument $ 7.74 Expected Volatility 50.81 % Expected term (in years) 1 Risk-free interest rate 1.48 % Expected dividend yield 0.0 % These warrants were re-measured to a fair value of $304 thousand, which resulted in an increase in fair value of $47 thousand. The fair value of the warrants was reclassified to additional paid-in capital upon exercise on February 10, 2014. The fair value of warrants exercisable for 1,253,051 shares of redeemable convertible preferred stock, which were automatically converted into warrants exercisable for 105,297 shares of Common Stock, was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: February 10, Fair value of underlying instrument $ 6.96 Expected Volatility 92.9 % Expected term (in years) 8.66 Risk-free interest rate 2.43 % Expected dividend yield 0.0 % The fair value of the remaining 105,297 warrants to purchase Common Stock were re-measured to a fair value of $1,058 thousand, which resulted in an increase in fair value of $673 thousand. The fair value of the warrants was reclassified to additional paid-in capital upon conversion on February 10, 2014. |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Lease commitments In February 2014, the Company signed an operating lease for office and laboratory space that commenced in March 2014 and expires in February 2017 (the "2014 Lease"). In May 2016, the Company entered into a lease amendment (the "2016 Lease") for office and laboratory space currently occupied under the 2014 Lease that was set to expire in February 2017. The 2016 Lease extends the 2014 Lease by an additional three years through February 2020. In June 2015, the Company signed a second operating lease for office space in the same building as the 2014 Lease, which also expires in February 2017 (the "2015 Lease"). In August 2016, the Company exercised a three -year renewal option extending the 2015 Lease to February 2020. Rent expense for the years ended December 31, 2016 , 2015, and 2014, was $1.4 million , $1.2 million , and $0.8 million , respectively. The minimum future lease payments under both the 2016 Lease and the 2015 Lease are as follows (in thousands): December 31, 2016 2017 $ 1,550 2018 1,607 2019 1,637 2020 274 Total $ 5,068 At December 31, 2016 , the Company has an outstanding letter of credit of $316 thousand with a financial institution related to a security deposit for the 2016 Lease, which is secured by cash on deposit and expires on February 29, 2020. An additional unsecured deposit was required for the 2015 Lease. Significant Contracts and Agreements In addition to lease commitments, the Company enters into contractual arrangements that obligate it to make payments to the contractual counterparties upon the occurrence of future events. In the normal course of operations, the Company enters into license and other agreements and intends to continue to seek additional rights relating to compounds or technologies in connection with its discovery, manufacturing and development programs. These agreements may require payments to be made by the Company upon the occurrence of certain development milestones and certain commercialization milestones for each distinct product covered by the licensed patents (in addition to certain royalties to be paid on marketed products or sublicense income) contingent upon the occurrence of future events that cannot be reasonably estimated. In March 2014, the Company announced a joint research collaboration with Dana-Farber Cancer Institute to characterize anti-tumor T cell responses in melanoma patients. This collaboration extends the use of the Company's proprietary ATLAS platform for the rapid discovery of T cell antigens to cancer immunotherapy approaches. In September 2014, the Company received $1.2 million in the form of a grant entered into with the Bill & Melinda Gates Foundation for the identification of protective T-cell antigens for malaria vaccines. The grant provided for the continued expansion of the Company’s malaria antigen library and aid in the identification of novel protein antigens to facilitate the development of highly efficacious anti-infection malarial vaccines. The Company recognized revenue under the agreement of $235 thousand , $640 thousand and $308 thousand for the years ended December 31, 2016 , 2015, and 2014, respectively. The Company relies on research institutions, contract research organizations, clinical investigators as well as clinical and commercial material manufacturers for its product candidates. Under the terms of these agreements, the Company is obligated to make milestone payments upon the achievement of manufacturing or clinical milestones defined in the contracts. In some cases, monthly service fee for project management services are charged over the duration of the arrangement. In addition, clinical and manufacturing contracts generally require reimbursement to suppliers for certain set-up, production, travel, and other related costs as they are incurred. In some manufacturing contracts, the Company also may be responsible for the payment of a reservation fee, which will equal a percentage of the expected production fees, to reserve manufacturing slots in the production timeframe. Generally, the Company is liable for actual effort expended by these organizations at any point in time during the contract through the notice period. To the extent amounts paid to a supplier exceed the actual efforts expended, the Company records a prepaid asset, and to the extent actual efforts expended exceed amounts billed or billable under a contract, an accrual for the estimate of services rendered is recorded. In February 2014, the Company entered into a supply agreement with FUJIFILM Diosynth Biotechnologies U.S.A., Inc. (“Fujifilm”) for the manufacture and supply of antigens for future GEN-003 clinical trials. Under the agreement, the Company is obligated to pay Fujifilm manufacturing milestones, in addition to reimbursement of certain material production related costs. Additionally, the Company is responsible for the payment of a reservation fee, which will equal a percentage of the expected production fees, to reserve manufacturing slots in the production timeframe. In June and September 2016, the Company entered into new statements of work under the agreement with Fujifilm for the manufacture and supply of antigens for the Company's Phase 3 clinical trials. The Company incurred expenses under this agreement of $ 4.7 million , $4.2 million , and $3.5 million for the years ended December 31, 2016 , 2015 and 2014, respectively. Litigation The Company is not a party to any litigation and does not have contingency reserves established for any litigation liabilities. Refund of research and development expense In August 2009, the Company entered into an exclusive license and collaboration agreement (the “Novavax Agreement”) with Isconova AB, a Swedish company which subsequently was acquired by Novavax, Inc. ("Novavax"). Pursuant to the agreement, Novavax granted the Company a worldwide, sublicensable, exclusive license to two patent families, to import, make, have made, use, sell, offer for sale and otherwise exploit licensed vaccine products containing an adjuvant which incorporates or is developed from Matrix-A, Matrix-C and/or Matrix-M technology, in the fields of HSV and chlamydia. Matrix-M is the adjuvant used in GEN-003. The Novavax Agreement includes a research funding clause for which the Company made monthly payments to Novavax between August 2009 and March 2012 of approximately $1.6 million . All amounts of research funding provided were to be refunded by Novavax. After December 31, 2015, any amounts remaining due from Novavax, including accrued interest, could be received in cash upon 30 -day written notice provided by the Company. The Company provided this notice in January 2016. The Company provided the research funding solely to benefit the supply plan for the Matrix-M adjuvant to the point that a Phase 1 clinical trial could be initiated. Because of the benefit received from the research funding payments, an assessment of Novavax's financial ability to repay the research funding at the time of the payments, along with the duration of which amounts could be outstanding, the Company concluded the initial research funding should be recorded as research and development expense at the time of payment. In February 2016, upon receipt of the $1.6 million refund including accrued interest, the Company recorded a gain within operating expenses in the Consolidated Statements of Operations and Comprehensive Loss. |
Convertible Preferred Stock and
Convertible Preferred Stock and Stockholder's Equity (Deficit) | 12 Months Ended |
Dec. 31, 2016 | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Convertible Preferred Stock and Stockholders' Equity (Deficit) | Convertible Preferred Stock and Stockholder's Equity (Deficit) At December 31, 2016, the Company authorized 175,000,000 shares of common stock at $0.001 par value per share, of which 28,446,461 shares of common stock were issued and 28,444,520 shares of common stock were outstanding. The Company computes basic and diluted earnings (loss) per share using a methodology that gives effect to the impact of outstanding participating securities (the “two-class method”). For the three years ended December 31, 2016 , there is no income allocation required under the two-class method or dilution attributed to weighted average shares outstanding in the calculation of diluted loss per share. The following common stock equivalents, presented on an as converted basis, were excluded from the calculation of net loss per share for the periods presented, due to their anti-dilutive effect (in thousands): Years ended December 31, 2016 2015 2014 Warrants 78 78 78 Outstanding options 3,807 2,723 2,290 Total 3,885 2,801 2,368 Restricted stock During 2013, a Company director exercised stock options and received 31,092 shares of common stock that were subject to a Stock Restriction and Repurchase Agreement with the Company. Under the terms of the agreement, shares of common stock issued are subject to a vesting schedule and unvested shares are subject to repurchase by the Company. Vesting occurs periodically at specified time intervals and specified percentages. All shares of common stock become fully vested in February 2017, four years from the date of grant. At both December 31, 2016 and December 31, 2015 , the Company had issued 35,964 shares of restricted common stock. At December 31, 2016, 1,941 shares of nonvested restricted stock were subject to repurchase by the Company. At December 31, 2015, 9,717 shares of nonvested restricted stock were subject to repurchase by the Company Conversion of Preferred Shares In connection with the Company's IPO, all preferred shares outstanding were converted into common shares outstanding. The table below includes the conversion detail for each class of preferred shares that is summarized as convertible preferred stock in the Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) for the year ended December 31, 2014. Series A Redeemable Series B Redeemable Series C Redeemable Seed Convertible Convertible Convertible Convertible Total Convertible Preferred Shares Preferred Shares Preferred Shares Preferred Shares Preferred Shares Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Balance at December 31, 2013 4,615 $ 3,000 35,577 $ 23,125 34,581 $ 24,937 52,586 $ 30,500 127,359 $ 81,562 Accretion of dividends on redeemable convertible preferred stock — — — — — 180 — — — 180 Exercise of warrants for cash — — 51 33 — — — — 51 33 Cashless exercise of warrants — — 317 98 — — — — 317 98 Conversion of redeemable convertible preferred stock into common stock at IPO date (4,615 ) $ (3,000 ) (35,945 ) $ (23,256 ) (34,581 ) $ (25,117 ) (52,586 ) $ (30,500 ) (127,727 ) $ (81,873 ) |
Stock and employee benefit plan
Stock and employee benefit plans | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock and employee benefit plans | Stock and employee benefit plans The Company’s board of directors adopted the 2014 Equity Incentive Plan (the “2014 Equity Plan”), which was approved by its stockholders and became effective prior to the commencement of the Company's IPO. The 2014 Equity Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock and other awards to key employees and directors of, and consultants and advisors to, the Company. The maximum number of shares of common stock that may be delivered in satisfaction of awards under the 2014 Equity Plan is 903,494 shares, plus 219,765 shares that were available for grant under the 2007 Equity Incentive Plan (the "2007 Equity Plan") on the date the 2014 Equity Plan was adopted. The 2014 Equity Plan provides that the number of shares available for issuance will automatically increase annually on each January 1, from January 1, 2015 through January 1, 2024, in amount equal to the lesser of 4.0% of the outstanding shares of the Company’s outstanding common stock as of the close of business on the immediately preceding December 31 or the number of shares determined the Company’s board of directors. On January 1, 2017, the total number of shares available for issuance under the 2014 Equity Plan increased by 1,137,781 for shares under this provision. Outstanding options awards granted from the 2007 Equity Plan, at the time of the adoption of the 2014 Equity Plan, remain outstanding and effective. The shares of common stock underlying awards that are cancelled, forfeited, repurchased, expire or are otherwise terminated under the 2007 Equity Plan are added to the shares of common stock available for issuance under the 2014 Equity Plan. At December 31, 2016, 4,292,544 option awards are permitted under the Company's equity plans and 485,483 awards remain available for future grants. Stock options issued to non-employees are accounted for using the fair value method of accounting, and are periodically revalued as the options vest, and are recognized as expense over the related service period. The total expense related to all nonemployee options for the years ended December 31, 2016, 2015 and 2014 was $271 thousand , $263 thousand , and $324 thousand , respectively. Stock Based Compensation Expense Total stock-based compensation expense is recognized for stock options granted to employees and non-employees and has been reported in the Company’s Statements of Operations as follows (in thousands): Years ended December 31, 2016 2015 2014 Research and development $ 1,568 $ 1,690 $ 1,511 General and administrative 2,579 2,158 1,394 Total $ 4,147 $ 3,848 $ 2,905 Stock Options The following table summarizes stock option activity for employees and nonemployees (shares in thousands): Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2015 2,723 $ 7.60 7.61 $ 2,840 Granted 1,577 $ 3.56 Exercised (79 ) $ 2.85 Canceled (414 ) $ 8.47 Outstanding at December 31, 2016 3,807 $ 5.94 7.52 $ 2,441 Exercisable at December 31, 2016 1,892 $ 6.18 6.32 $ 1,589 Vested or expected to vest at December 31, 2016 3,807 $ 5.94 7.52 $ 2,441 During the years ended December 31, 2016 , 2015 and 2014, the Company granted stock options to purchase an aggregate of 1,576,700 , 715,262 , and 1,064,640 of its common stock, respectively, with weighted-average grant date fair values of $3.56 , $9.12 , and $10.11 , respectively. The total intrinsic value of options exercised was $113 thousand , $1.0 million , and $3.1 million in the years ended December 31, 2016 , 2015, and 2014, respectively. As of December 31, 2016, there was $ 6.6 million of total unrecognized compensation cost, related to employee stock options granted under the Company’s equity plans. The total unrecognized compensation costs, related to non-employee stock options was $ 269 thousand , $255 thousand , and $55 thousand for the years ended December 31, 2016 , 2015, and 2014, respectively. Total unrecognized compensation cost for employee and non-employee will be adjusted for future forfeitures as they occur based upon the policy adopted by the Company upon early adoption of ASU 2016-09. The Company expects to recognize that cost over a remaining weighted-average period of 2.6 years. The Company estimates the fair value of each employee stock award on the grant date using the Black-Scholes option-pricing model based on the following assumptions: Years ended December 31, 2016 2015 2014 Expected Volatility 67.4% - 77.9% 68.5% - 85.3% 86.2% - 103.6% Risk-free interest rate 1.14% - 2.09% 1.56% - 1.94% 1.75% - 2.00% Expected term (in years) 5.50 - 6.08 5.50 - 6.08 6.25 Expected dividend yield 0% 0% 0% Performance-Based Stock Options The Company granted stock options to certain employees, executive officers and consultants, which contain performance-based vesting criteria. Milestone events are specific to the Company’s corporate goals, which include, but are not limited to, certain clinical development milestones, business development agreements and capital fundraising events. Stock-based compensation expense associated with these performance-based stock options is recognized if the performance conditions are considered probable of being achieved, using management’s best estimates. During the year ended December 31, 2014, the Company determined that 96,988 options related to performance-based milestones were probable of achievement and, accordingly, recorded $453 thousand in related stock-based compensation expense. As of December 31, 2014, there were 56,336 performance-based common stock options outstanding for which the probability of achievement was not deemed probable. During the years ended December 31, 2016 and 2015, the Company recorded no stock based compensation expense related to the 56,336 performance-based common stock options that remain outstanding for which the probability of achievement was not deemed probable at both December 31, 2016 and 2015. Employee Stock Purchase Plan On February 10, 2014, the Company’s board of directors adopted the 2014 Employee Stock Purchase Plan (the “2014 ESPP”). The 2014 ESPP authorizes the initial issuance of up to a total of 200,776 shares of common stock to participating eligible employees. The 2014 ESPP provides for six -month option periods commencing on January 1 and ending June 30 and commencing July 1 and ending December 31 of each calendar year. The first offering under the 2014 ESPP began on July 1, 2014. For the year ended December 31, 2014, the Company incurred $43 thousand in stock-based compensation expense and 15,622 shares were issued. For the year ended December 31, 2015, the Company incurred $113 thousand in stock-based compensation expense and 40,912 shares were issued. For the year ended December 31, 2016, the Company incurred $ 155 thousand in stock-based compensation expense and 70,774 shares were issued. Shares remaining for future issuance under the plan were 73,468 as of December 31, 2016 . 401(k) Savings plan In 2007, the Company established a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code (“401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements, and allows participants to defer a portion of their annual compensation on a pretax basis. Beginning January 1, 2015, the Company began making matching contributions to participants in this plan which totaled $174 thousand for the year ended December 31, 2015. The Company made matching contributions to participants in this plan which totaled $ 243 thousand for the year ended December 31, 2016 . |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes For the years ended December 31, 2016 and 2015, the Company did not record a current or deferred income tax expense or benefit. The Company’s losses before income taxes consist solely of domestic losses. The significant components of the Company’s deferred tax assets are comprised of the following: December 31, 2016 2015 Deferred tax assets: U.S and state net operating loss carryforwards $ 52,829 $ 54,570 Capitalized R&D 20,280 — Research and development credits 6,422 5,226 Stock based compensation 2,184 1,410 Accrued expenses 794 603 Depreciation and amortization 784 516 Other temporary differences 365 353 Total deferred tax assets 83,658 62,678 Less valuation allowance (83,658 ) (62,678 ) Net deferred tax assets $ — $ — The Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets. Based on the Company’s history of operating losses, the Company has concluded that it is more likely than not that the benefit of its deferred tax assets will not be realized. Accordingly, the Company has provided a full valuation allowance for deferred tax assets as of December 31, 2016 and 2015. The valuation allowance increased approximately $21.0 million during the year ended December 31, 2016 primarily related to the Company's election to capitalize and amortize certain research and development expenses. The valuation allowance increased approximately $17.5 million during the year ended December 31, 2015, due primarily to the generation of net operating losses. A reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the consolidated financial statements is as follows: Years ended December 31, 2016 2015 2014 Federal income tax expense at statutory rate 34.0 % 34.0 % 34.0 % State income tax, net of federal benefit 5.0 % 4.6 % 5.1 % Permanent differences (1.5 )% (2.1 )% (0.9 )% Research and development credit 2.5 % 1.9 % 3.6 % Change in valuation allowance (40.0 )% (38.4 )% (41.8 )% Effective tax rate 0.0 % 0.0 % 0.0 % As of December 31, 2016 , 2015, and 2014, the Company had U.S. federal net operating loss carryforwards of approximately $136.6 million , $143.8 million , and $105.0 million , respectively, which may be available to offset future income tax liabilities and expire at various dates through 2036. As of December 31, 2016, 2015, and 2014, the Company also had U.S. state net operating loss carryforwards of approximately $121.2 million , $128.5 million , and $90.5 million , respectively, which may be available to offset future income tax liabilities and expire at various dates through 2036. For the year ended December 31, 2016, deductions related to the excess tax benefit from stock option exercises are recognized in the federal and state net operating loss carryforwards as a component of the tax provision as the Company early adopted ASU 2016-09 (see Note 2). For the years ended December 31, 2015 and 2014, approximately $2.8 million and $1.9 million , respectively, of excess tax benefits related to the exercise of stock options were included in the federal and state net operating loss carryforwards. As of December 31, 2016 and 2015, the Company had federal research and development tax credit carryforwards of approximately $4.8 million and $3.7 million , respectively, available to reduce future tax liabilities which expire at various dates through 2036. As of December 31, 2016 and 2015, the Company had state research and development tax credit carryforwards of approximately $2.5 million and $2.4 million , respectively, available to reduce future tax liabilities which expire at various dates through 2031. Under the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the net operating loss and tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and state tax authorities. Net operating loss and tax credit carryforwards may become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50% , as defined under Sections 382 and 383 of the Code, respectively, as well as similar state provisions. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or tax liabilities. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. The Company has completed several financings since its inception which may have resulted in a change in control as defined by Sections 382 and 383 of the Code, or could result in a change in control in the future. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2016 and 2015, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations and comprehensive loss. For all years through December 31, 2016 , the Company generated research credits but has not conducted a study to document the qualified activities. This study may result in an adjustment to the Company’s research and development credit carryforwards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position for these two years . A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the deferred tax asset established for the research and development credit carryforwards and the valuation allowance. The Company files income tax returns in the United States and various state jurisdictions. The federal and state income tax returns are generally subject to tax examinations for the tax years ended December 31, 2013 through December 31, 2016 . To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may still be adjusted upon examination by the Internal Revenue Service, state or foreign tax authorities to the extent utilized in a future period. |
Quarterly financial information
Quarterly financial information (unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly financial information (unaudited) | Quarterly financial information (unaudited, in thousands, except share and per share data) Three Months Ended, March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 Revenue $ 235 $ — $ — $ — Operating expenses 9,664 10,704 12,430 15,682 Net loss (9,751 ) (11,023 ) (12,765 ) (16,034 ) Net loss per share - basic and diluted $ (0.35 ) $ (0.39 ) $ (0.45 ) $ (0.56 ) Weighted-average number of common shares used in net loss per share - basic and diluted 28,152 28,276 28,370 28,394 Three Months Ended, March 31, 2015 June 30, 2015 September 30, 2015 December 31, 2015 Revenue $ 121 $ 115 $ 213 $ 221 Operating expenses 11,898 10,141 9,703 10,294 Net loss (12,084 ) (10,314 ) (9,771 ) (10,314 ) Net loss per share - basic and diluted $ (0.64 ) $ (0.43 ) $ (0.37 ) $ (0.37 ) Weighted-average number of common shares used in net loss per share - basic and diluted 18,834 24,154 26,610 28,118 |
Summary of significant accoun21
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Genocea Biosciences, Inc., and a wholly-owned subsidiary. All inter-company accounts and transactions have been eliminated |
Basis of presentation and use of estimates | Basis of presentation and use of estimates The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company’s management evaluates its estimates, which include, but are not limited to, estimates related to prepaid and accrued research and development expenses, stock-based compensation expense, the valuation of common stock warrants and warrants to purchase redeemable securities, and reported amounts of revenues and expenses during the reported period. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Actual results may differ from those estimates or assumptions. |
Segment information | Segment information Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company and the Company’s chief operating decision maker view the Company’s operations and manage its business in one operating segment, which is the business of developing and commercializing vaccines. The Company operates in only one geographic segment. |
Cash and cash equivalents | Cash, cash equivalents and investments The Company determines the appropriate classification of its investments at the time of purchase. All liquid investments with original maturities of 90 days or less from the purchase date are considered to be cash equivalents. |
Investments | The Company’s current and non-current investments are comprised of certificates of deposit and government securities that are classified as available-for-sale in accordance with FASB ASC Topic 320, Investments—Debt and Equity Securities. The Company classifies investments available to fund current operations as current assets on its balance sheets. Investments are classified as non-current assets on the balance sheets if (i) the Company has the intent and ability to hold the investments for a period of at least one year and (ii) the contractual maturity date of the investments is greater than one year. Available-for-sale investments are recorded at fair value, with unrealized gains or losses included in Accumulated other comprehensive loss on the Company’s balance sheets. Realized gains and losses are determined using the specific identification method and are included as a component of Interest income. There were no realized gains or losses recognized for the years ended December 31, 2016 and 2015. The Company reviews investments for other-than-temporary impairment whenever the fair value of an investment is less than the amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. To determine whether an impairment is other-than-temporary, the Company considers its intent to sell, or whether it is more likely than not that the Company will be required to sell the investment before recovery of the investment’s amortized cost basis. Evidence considered in this assessment includes reasons for the impairment, the severity and the duration of the impairment and changes in value subsequent to period end. |
Concentrations of credit risk and off-balance sheet risk | Concentrations of credit risk and off-balance sheet risk Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents and investments. The Company’s cash, cash equivalents and investments are held in accounts with financial institutions that management believes are creditworthy. The Company’s investment policy includes guidelines on the quality of the institutions and financial instruments and defines allowable investments that the Company believes minimizes the exposure to concentration of credit risk. |
Deferred financing costs | Deferred financing costs Offering costs related to debt and equity financing primarily consist of direct and incremental external expenses. In accordance with ASU No. 2015-03 Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”) the Company presents debt issuance costs related to a recognized debt liability in the balance sheet as a direct deduction of the carrying value of the debt liability, consistent with the accounting treatment of debt discounts. The amortization of deferred debt financing costs follows the effective interest rate method. Offering costs related to registration statements and the initiation of the ATM are recorded as an asset and are reclassified to equity on a pro-rata basis based upon the successful selling of common shares compared to the available limits in either equity program. The costs are reviewed for impairment and will be recorded to expense if and when the Company determines that future equity offerings are not probable of occurring. At December 31, 2016 and 2015, the Company had $339 thousand and $304 thousand of deferred offering costs, respectively, recorded as an Other non-current asset. |
Fair value of financial instruments | Fair value of financial instruments The Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported fair values. FASB ASC Topic 820, Fair Value Measurement and Disclosures , (“ASC 820”) established a hierarchy of inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the financial instrument based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the financial instrument and are developed based on the best information available in the circumstances. The fair value hierarchy applies only to the valuation inputs used in determining the reported or disclosed fair value of the financial instruments and is not a measure of the investment credit quality. Fair value measurements are classified and disclosed in one of the following three categories: • Level 1—Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. • Level 2—Valuations based on quoted prices for similar assets or liabilities in markets that are not active or for which all significant inputs are observable, either directly or indirectly. • Level 3—Valuations that require inputs that reflect the Company’s own assumptions that are both significant to the fair value measurement and unobservable. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Financial instruments measured at fair value on a recurring basis include cash equivalents and investments (Note 3) and warrants (Note 7). An entity may elect to measure many financial instruments and certain other items at fair value at specified election dates. Subsequent unrealized gains and losses on items for which the fair value option has been elected will be reported in net loss. The Company did not elect to measure any additional financial instruments or other items at fair value. The Company is also required to disclose the fair value of financial instruments not carried at fair value. The fair value of the Company’s long-term debt (Note 6) is determined using current applicable rates for similar instruments as of the balance sheet dates and assessment of the credit rating of the Company. The carrying value of the Company’s long-term debt approximates fair value because the Company’s interest rate yield is near current market rates. The Company’s long-term debt is considered a Level 3 liability within the fair value hierarchy. Except for the valuation methodology utilized to value the warrants to purchase redeemable securities (Note 7), there have been no changes to the valuation methods utilized by the Company during the three years ended December 31, 2016 . The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of financial instruments between levels during the years ended December 31, 2016 , 2015 and 2014. |
Derivative Instruments | Derivative Instruments The Company occasionally issues financial instruments in which a derivative instrument is “embedded”. Upon issuing the financial instrument, the Company assesses whether the economic characteristics of the embedded derivative are clearly and closely related to the economic characteristics of the remaining component of the financial instrument (i.e., the host contract) and whether a separate, non-embedded instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that (1) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract and (2) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument, the embedded derivative is separated from the host contract and carried at fair value with any changes in fair value recorded in current period earnings. |
Property and equipment | Property and equipment Property and equipment is stated at cost, less accumulated depreciation. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed to operations as incurred, while costs of major additions and betterments are capitalized. Upon disposal, the related cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in the statements of operations. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Asset Estimated useful life Laboratory equipment 5 Furniture and office equipment 5 Computer hardware and software 3-5 years Leasehold improvements Shorter of the useful life or remaining lease term |
Development of Software for Internal Use | Development of Software for Internal Use The Company accounts for the costs of software developed or obtained for internal use in accordance with ASC 350-40, Internal-Use Software . Costs of materials, consultants, payroll, and payroll-related costs for employees incurred in developing internal-use software are capitalized as incurred. These costs are included in Property and equipment, net. Costs incurred during the preliminary project and post-implementation stages are charged to expense. |
Impairment of long-lived assets | Impairment of long-lived assets The Company evaluates long-lived assets for potential impairment when events or changes in circumstances indicate the carrying value of the assets may not be recoverable. Recoverability is measured by comparing the book values of the assets to the expected future net undiscounted cash flows that the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the book value of the assets exceed their fair value. The Company has not recognized any impairment losses in any reporting periods through December 31, 2016 . |
Revenue recognition | Revenue recognition The Company has generated revenue solely through research and development grants with private not-for-profit organizations and federal agencies for the development and commercialization of product candidates. The Company recognizes revenue in accordance with FASB ASC Topic 605, Revenue Recognition (“ASC 605”). Accordingly, revenue is recognized for each unit of accounting when all of the following criteria are met: • persuasive evidence of an arrangement exists • delivery has occurred or services have been rendered • the fee is fixed or determinable • collectability is reasonably assured Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s balance sheets. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as a current liability. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as a non-current liability. Grant revenue Periodically, the Company receives grants from private not-for-profit organizations and federal agencies to conduct vaccine development research. Funds received in advance of services being performed are recorded as deferred revenue. Revenue under these grants is recognized as research services are performed. Multiple-element arrangements The Company analyzes multiple-element arrangements based on the guidance in FASB ASC Topic 605-25, Revenue Recognition—Multiple-Element Arrangements (“ASC 605-25”). The Company applies this guidance to new arrangements as well as existing arrangements that contain multiple deliverables. The Company determines the elements, or deliverables, included in the arrangement and allocates consideration under the arrangement to the various elements based on each element’s relative selling price. The identification of individual elements in a multiple-element arrangement and the estimation of the selling price of each element involves significant judgment, including consideration as to whether each delivered element has stand-alone value to the collaborator. The Company determines the estimated selling price for deliverables within the arrangement using vendor-specific objective evidence (“VSOE”) of selling price, if available, or third-party evidence of selling price if VSOE was not available or the Company’s best estimate of selling price, if neither VSOE nor third-party evidence was available. The Company uses its best estimate of a selling price if it does not have VSOE or third-party evidence of selling price for these deliverables. In order to determine the best estimate of selling price, the Company considers market conditions, as well as entity- specific factors, including those factors contemplated in negotiating the agreements, as well as internally developed estimates that include assumptions related to the market opportunity, estimated development costs, probability of success, and the time needed to commercialize assays. In validating its best estimate of selling price, the Company evaluates whether changes in the key assumptions used to determine best estimate of selling price would have a significant effect on the allocation of arrangement consideration between deliverables. The Company recognizes consideration allocated to an individual element when all other revenue recognition criteria are met for that element, which generally occurs upon delivery or over the period in which services are provided. |
Research and development expenses | Research and development expenses Research and development costs are charged to expense as incurred in performing research and development activities. The costs include employee compensation costs, facilities and overhead, clinical study and related clinical manufacturing costs, regulatory and other related costs. Nonrefundable advanced payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed. |
Stock-based compensation expense | Stock-based compensation expense The Company accounts for its stock-based compensation awards to employees and directors in accordance with FASB ASC Topic 718, Compensation-Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options and restricted stock, to be recognized in the statements of operations and comprehensive loss based on their grant date fair values. Compensation expense related to awards to employees is recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. Share-based payments issued to non-employees are recorded at their fair values, and are periodically revalued as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and FASB ASC Topic 505, Equity, (“ASC 505”) and are expensed using an accelerated attribution model. The Company estimates the fair value of its stock options using the Black- Scholes option pricing model, which requires the input of subjective assumptions, including (a) the expected volatility of the Company’s stock price, (b) the expected term of the award, (c) the risk-free interest rate, (d) expected dividends and (e) the estimated fair value of the Company’s common stock on the measurement date. Due to the limited operating history of the Company as a public entity and a lack of company specific historical and implied volatility data, the Company has based its estimate of expected volatility on the historical volatility of a group of similar companies that are publicly traded. When selecting these public companies on which it has based its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected term of the stock-based awards. The Company computes historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Due to the lack of Company specific historical option activity, the Company has estimated the expected term of its employee stock options using the “simplified” method, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the option. The expected term for non-employee awards is the remaining contractual term of the option. The risk-free interest rates are based on the U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The Company has never paid, and does not expect to pay dividends in the foreseeable future. Following the closing of the Company’s IPO, the fair value of common stock is determined based on the quoted market price of the common stock. The Company early adopted ASU 2016-09 Compensation — Stock Compensation (Topic 718) as of June 30, 2016. In connection with the early adoption, the Company elected an accounting policy to record forfeitures as they occur. There was no financial statement impact upon adoption as the Company had estimated a forfeiture rate of zero given that most options awards vest on a monthly basis. ASU 2016-09 also provides that companies no longer record excess tax benefits or certain tax deficiencies in additional paid-in capital (APIC). Instead, all excess tax benefits and tax deficiencies are recorded as income tax expense or benefit in the income statement. There was no financial statement impact of adopting this provision of the ASU as the Company is in a net operating loss (NOL) position and all excess tax benefits that exist from options previously exercised require a full valuation allowance. As such, the adoption of this standard did not have a material impact on the financial statements. |
Income taxes | Income taxes Income taxes are recorded in accordance with FASB ASC Topic 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and the tax reporting basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company provides a valuation allowance against net deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. The Company has evaluated available evidence and concluded that the Company may not realize the benefit of its deferred tax assets; therefore, a valuation allowance has been established for the full amount of the deferred tax assets. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of December 31, 2016 and 2015, the Company does not have any significant uncertain tax positions. The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. |
Earnings per share | Earnings per share Basic earnings per share attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Net loss attributable to common stockholders is calculated by adjusting the net loss of the Company for cumulative preferred stock dividends and accretion of preferred stock issuance costs. Diluted earnings per share attributable to common stockholders is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per share attributable to common stockholders' calculation, preferred stock, stock options, unvested restricted stock, and warrants are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders, as their effect would be anti-dilutive for all periods presented. Therefore, basic and diluted net loss per share were the same for all periods presented. |
Comprehensive loss | Comprehensive loss Comprehensive loss consists of net loss and changes in equity during a period from transactions and other events and circumstances generated from non-owner sources. For all periods presented other comprehensive income (loss), if any, consists of unrealized gains and losses on the Company’s investments. |
Recent accounting pronouncements | Recent accounting pronouncements Standard Description Effect on the financial statements ASU 2014-09, Revenue from Contracts with Customers (Topic 606) The standard will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. At this time, the Company has not decided on which method it will use to adopt the new standard, nor has it determined the effects of the new guidelines on its results of operations and financial position as the Company does not currently have any arrangements that would be impacted by the new standard. As a result, the Company is continuing to evaluate the method of adoption and the impact of this standard on its consolidated financial statements. ASU 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40) In August 2014, the FASB issued ASU 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The standard requires an evaluation of whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and for interim periods within annual periods beginning after December 15, 2016. The Company adopted this standard as of December 31, 2016 and the adoption did not have a material impact. Refer to Footnote 1 for further details regarding the Company’s liquidity. ASU 2016-02, Leases (Topic 842) In February 2016, the FASB issued ASU 2016-02, which replaces the existing lease accounting standards. The new standard requires a dual approach for lessee accounting under which a lessee would account for leases as finance (also referred to as capital) leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and corresponding lease liability. For finance leases the lessee would recognize interest expense and amortization of the right-of-use asset and for operating leases the lessee would recognize straight-line total lease expense. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company generally does not finance purchases of equipment but it does lease office and lab facilities. The Company is in the process of evaluating the effect that this ASU will have on its consolidated financial statements and related disclosures. ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In November 2016, the FASB issued ASU 2016-18, which requires additional disclosures related to restricted cash. The new standard requires that amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company does not expect the adoption of this standard to have a material effect on its consolidated financial statements. |
Summary of significant accoun22
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful lives of assets | Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are as follows: Asset Estimated useful life Laboratory equipment 5 Furniture and office equipment 5 Computer hardware and software 3-5 years Leasehold improvements Shorter of the useful life or remaining lease term |
Schedule of recent accounting pronouncements | Standard Description Effect on the financial statements ASU 2014-09, Revenue from Contracts with Customers (Topic 606) The standard will replace existing revenue recognition standards and significantly expand the disclosure requirements for revenue arrangements. It may be adopted either retrospectively or on a modified retrospective basis to new contracts and existing contracts with remaining performance obligations as of the effective date. At this time, the Company has not decided on which method it will use to adopt the new standard, nor has it determined the effects of the new guidelines on its results of operations and financial position as the Company does not currently have any arrangements that would be impacted by the new standard. As a result, the Company is continuing to evaluate the method of adoption and the impact of this standard on its consolidated financial statements. ASU 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40) In August 2014, the FASB issued ASU 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The standard requires an evaluation of whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern. Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. ASU 2014-15 is effective for annual periods ending after December 15, 2016 and for interim periods within annual periods beginning after December 15, 2016. The Company adopted this standard as of December 31, 2016 and the adoption did not have a material impact. Refer to Footnote 1 for further details regarding the Company’s liquidity. ASU 2016-02, Leases (Topic 842) In February 2016, the FASB issued ASU 2016-02, which replaces the existing lease accounting standards. The new standard requires a dual approach for lessee accounting under which a lessee would account for leases as finance (also referred to as capital) leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and corresponding lease liability. For finance leases the lessee would recognize interest expense and amortization of the right-of-use asset and for operating leases the lessee would recognize straight-line total lease expense. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company generally does not finance purchases of equipment but it does lease office and lab facilities. The Company is in the process of evaluating the effect that this ASU will have on its consolidated financial statements and related disclosures. ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In November 2016, the FASB issued ASU 2016-18, which requires additional disclosures related to restricted cash. The new standard requires that amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. The Company does not expect the adoption of this standard to have a material effect on its consolidated financial statements. |
Cash, cash equivalents and in23
Cash, cash equivalents and investments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of cash, cash equivalents and investments carried at fair value | The following table presents the cash equivalents and investments carried at fair value in accordance with the hierarchy defined in Note 2 (in thousands): Total Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) December 31, 2016 Money market funds, included in cash equivalents $ 25,602 $ 25,602 $ — $ — Certificates of deposit, included in cash equivalents 992 — 992 — Investments - U.S treasuries 16,508 16,508 — — Investments - certificates of deposit 19,429 — 19,429 — Total $ 62,531 $ 42,110 $ 20,421 $ — December 31, 2015 Money market funds, included in cash equivalents $ 14,207 $ 14,207 $ — $ — U.S treasuries, included in cash equivalents 2,203 2,203 — — Investments - U.S. treasuries 27,924 27,924 — — Investments - certificates of deposit 61,249 — 61,249 — Total $ 105,583 $ 44,334 $ 61,249 $ — |
Schedule of investments | Cash equivalents and investments at December 31, 2016 consist of the following (in thousands): Contractual Maturity Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents and investments U.S. Treasuries 31-181 days $ 16,508 $ — $ — $ 16,508 Certificates of deposit 4-180 days 20,421 — — 20,421 Total $ 36,929 $ — $ — $ 36,929 Cash equivalents and investments at December 31, 2015 consist of the following (in thousands): Contractual Maturity Amortized Cost Unrealized Gains Unrealized Losses Fair Value Cash equivalents and investments U.S. Treasuries 60-184 days $ 30,120 $ 7 $ — $ 30,127 Certificates of deposit 91-365 days 49,145 — — 49,145 Certificates of deposit greater than 365 days 12,104 — — 12,104 Total $ 91,369 $ 7 $ — $ 91,376 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Property and equipment, net consist of the following (in thousands): December 31, 2016 2015 Laboratory equipment $ 4,894 $ 3,943 Furniture office equipment 921 610 Computer hardware 317 259 Leasehold improvements 1,514 1,433 Internally developed software 1,390 338 Total property and equipment 9,036 6,583 Accumulated depreciation (4,165 ) (2,500 ) Property and equipment, net $ 4,871 $ 4,083 |
Accrued expenses and other cu25
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): December 31, 2016 2015 Payroll and employee-related costs $ 2,090 $ 1,736 Research and development costs 1,239 1,359 Other current liabilities 849 880 Total $ 4,178 $ 3,975 |
Long-term debt (Tables)
Long-term debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of future principal payments on the 2014 Term Loan | Future principal payments, including the End of Term Charge, on the 2014 Term Loan are as follows (in thousands): December 31, 2016 2017 $ 3,149 2018 6,659 2019 8,034 Total $ 17,842 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Warrants | |
Schedule of changes in fair value of warrants to purchase redeemable securities measured on recurring basis | The following table sets forth a summary of changes in the fair value of the Company’s warrants to purchase redeemable securities, which represents a recurring measurement that is classified within Level 3 of the fair value hierarchy wherein fair value is estimated using significant unobservable inputs (in thousands): Years ended December 31, 2016 2015 2014 Beginning balance $ — $ — $ 656 Change in fair value — — 725 Warrants exercised — — (323 ) Reclassification to accumulated paid-in capital — — (1,058 ) Ending balance $ — $ — $ — |
Common stock | |
Warrants | |
Schedule of weighted average assumptions used to calculate the fair value of warrants | The Company estimated the fair value of this warrant as of the issuance date using a Black-Scholes option pricing model (with a 10% discount for lack of marketability) with the following assumptions: November 20, Fair value of underlying instrument $ 9.05 Expected volatility 70.0 % Expected term (in years) 5 Risk-free interest rate 1.64 % Expected dividend yield 0.0 % |
Warrants to purchase shares of series A preferred stock exercised, one | |
Warrants | |
Schedule of weighted average assumptions used to calculate the fair value of warrants | The fair value of warrants to purchase 21,695 shares of Series A preferred stock prior to exercise on January 29, 2014 was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: January 29, Fair value of underlying instrument $ 0.65 Expected Volatility 55.57 % Expected term (in years) 0.04 Risk-free interest rate 1.52 % Expected dividend yield 0.0 % |
Warrants to purchase shares of series A preferred stock exercised, two | |
Warrants | |
Schedule of weighted average assumptions used to calculate the fair value of warrants | The fair value of warrants to purchase 28,926 shares of Series A preferred stock prior to exercise on February 4, 2014 was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: February 4, Fair value of underlying instrument $ 0.65 Expected Volatility 55.03 % Expected term (in years) 0.02 Risk-free interest rate 1.46 % Expected dividend yield 0.0 % |
Warrants to purchase shares of series A preferred stock in cashless exercise | |
Warrants | |
Schedule of weighted average assumptions used to calculate the fair value of warrants | The fair value of warrants to purchase 987,840 shares of Series A preferred stock prior to a cashless exercise for 316,932 shares of Series A preferred stock on February 10, 2014, which automatically converted into 26,633 shares of Common Stock upon the completion of the Company's IPO, was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: February 10, Fair value of underlying instrument $ 7.74 Expected Volatility 50.81 % Expected term (in years) 1 Risk-free interest rate 1.48 % Expected dividend yield 0.0 % |
Warrants to purchase redeemable convertible preferred stock automatically converted to warrants to purchase common stock | |
Warrants | |
Schedule of weighted average assumptions used to calculate the fair value of warrants | The fair value of warrants exercisable for 1,253,051 shares of redeemable convertible preferred stock, which were automatically converted into warrants exercisable for 105,297 shares of Common Stock, was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions: February 10, Fair value of underlying instrument $ 6.96 Expected Volatility 92.9 % Expected term (in years) 8.66 Risk-free interest rate 2.43 % Expected dividend yield 0.0 % |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of minimum future lease payments under the operating leases | The minimum future lease payments under both the 2016 Lease and the 2015 Lease are as follows (in thousands): December 31, 2016 2017 $ 1,550 2018 1,607 2019 1,637 2020 274 Total $ 5,068 |
Convertible Preferred Stock a29
Convertible Preferred Stock and Stockholder's Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | |
Schedule of common stock equivalents | The following common stock equivalents, presented on an as converted basis, were excluded from the calculation of net loss per share for the periods presented, due to their anti-dilutive effect (in thousands): Years ended December 31, 2016 2015 2014 Warrants 78 78 78 Outstanding options 3,807 2,723 2,290 Total 3,885 2,801 2,368 |
Stock and employee benefit pl30
Stock and employee benefit plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of stock-based compensation expense for stock options granted to employees and non-employees | Total stock-based compensation expense is recognized for stock options granted to employees and non-employees and has been reported in the Company’s Statements of Operations as follows (in thousands): Years ended December 31, 2016 2015 2014 Research and development $ 1,568 $ 1,690 $ 1,511 General and administrative 2,579 2,158 1,394 Total $ 4,147 $ 3,848 $ 2,905 |
Schedule of stock option activity for employees and nonemployees | The following table summarizes stock option activity for employees and nonemployees (shares in thousands): Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at December 31, 2015 2,723 $ 7.60 7.61 $ 2,840 Granted 1,577 $ 3.56 Exercised (79 ) $ 2.85 Canceled (414 ) $ 8.47 Outstanding at December 31, 2016 3,807 $ 5.94 7.52 $ 2,441 Exercisable at December 31, 2016 1,892 $ 6.18 6.32 $ 1,589 Vested or expected to vest at December 31, 2016 3,807 $ 5.94 7.52 $ 2,441 |
Schedule of assumptions underlying common stock on each measurement date | The Company estimates the fair value of each employee stock award on the grant date using the Black-Scholes option-pricing model based on the following assumptions: Years ended December 31, 2016 2015 2014 Expected Volatility 67.4% - 77.9% 68.5% - 85.3% 86.2% - 103.6% Risk-free interest rate 1.14% - 2.09% 1.56% - 1.94% 1.75% - 2.00% Expected term (in years) 5.50 - 6.08 5.50 - 6.08 6.25 Expected dividend yield 0% 0% 0% |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of the significant components of the deferred tax assets | The significant components of the Company’s deferred tax assets are comprised of the following: December 31, 2016 2015 Deferred tax assets: U.S and state net operating loss carryforwards $ 52,829 $ 54,570 Capitalized R&D 20,280 — Research and development credits 6,422 5,226 Stock based compensation 2,184 1,410 Accrued expenses 794 603 Depreciation and amortization 784 516 Other temporary differences 365 353 Total deferred tax assets 83,658 62,678 Less valuation allowance (83,658 ) (62,678 ) Net deferred tax assets $ — $ — |
Schedule of a reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes | A reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the consolidated financial statements is as follows: Years ended December 31, 2016 2015 2014 Federal income tax expense at statutory rate 34.0 % 34.0 % 34.0 % State income tax, net of federal benefit 5.0 % 4.6 % 5.1 % Permanent differences (1.5 )% (2.1 )% (0.9 )% Research and development credit 2.5 % 1.9 % 3.6 % Change in valuation allowance (40.0 )% (38.4 )% (41.8 )% Effective tax rate 0.0 % 0.0 % 0.0 % |
Quarterly financial informati32
Quarterly financial information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial information | Three Months Ended, March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 Revenue $ 235 $ — $ — $ — Operating expenses 9,664 10,704 12,430 15,682 Net loss (9,751 ) (11,023 ) (12,765 ) (16,034 ) Net loss per share - basic and diluted $ (0.35 ) $ (0.39 ) $ (0.45 ) $ (0.56 ) Weighted-average number of common shares used in net loss per share - basic and diluted 28,152 28,276 28,370 28,394 Three Months Ended, March 31, 2015 June 30, 2015 September 30, 2015 December 31, 2015 Revenue $ 121 $ 115 $ 213 $ 221 Operating expenses 11,898 10,141 9,703 10,294 Net loss (12,084 ) (10,314 ) (9,771 ) (10,314 ) Net loss per share - basic and diluted $ (0.64 ) $ (0.43 ) $ (0.37 ) $ (0.37 ) Weighted-average number of common shares used in net loss per share - basic and diluted 18,834 24,154 26,610 28,118 |
Organization and operations - T
Organization and operations - The Company (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)product | Dec. 31, 2015USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of products in clinical development | product | 1 | |
Accumulated deficit | $ 207,483 | $ 157,910 |
Cash, cash equivalents and investments | $ 63,400 |
Organization and operations Org
Organization and operations Organization and operations - Underwritten public offerings and At-the-market equity offering program (Details) - USD ($) shares in Thousands | 1 Months Ended | ||
Apr. 30, 2016 | May 08, 2015 | Mar. 02, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
At-the-market equity offering program, maximum value of common stock to offer and sale | $ 50,000,000 | $ 40,000,000 | |
Common stock, shares issued (in shares) | 136 | ||
Proceeds from sale of common stock, net of issuance costs | $ 800,000 |
Summary of significant accoun35
Summary of significant accounting policies - Additional information (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($)instrumentsegment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Segment information | |||
Number of operating segments | segment | 1 | ||
Number of geographical segments | segment | 1 | ||
Cash, cash equivalents and investments | |||
Maximum maturity period for a highly liquid investment to be considered cash and cash equivalents | 90 days | ||
Minimum maturity period for marketable securities | 1 year | ||
Realized gains (losses) recognized for available-for-sale investments | $ 0 | $ 0 | |
Number of investments in an unrealized loss position | instrument | 0 | ||
Concentrations of credit risk and off-balance sheet risk | |||
Number of financial instruments with off-balance sheet risk of loss | instrument | 0 | ||
Deferred financing costs | |||
Deferred offering costs | $ 339,000 | 304,000 | |
Fair value of financial instruments | |||
Transfers of financial assets between levels | 0 | 0 | $ 0 |
Transfers of financial liabilities between levels | $ 0 | $ 0 | $ 0 |
Summary of significant accoun36
Summary of significant accounting policies - Property and equipment (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Laboratory equipment | |
Property and equipment | |
Estimated useful life | 5 years |
Furniture and office equipment | |
Property and equipment | |
Estimated useful life | 5 years |
Computer hardware and software | Minimum | |
Property and equipment | |
Estimated useful life | 3 years |
Computer hardware and software | Maximum | |
Property and equipment | |
Estimated useful life | 5 years |
Cash, cash equivalents and in37
Cash, cash equivalents and investments - Schedule of cash, cash equivalents and investments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Cash equivalents and investments | ||
Marketable securities | $ 36,929 | $ 91,376 |
Recurring | ||
Cash equivalents and investments | ||
Money market funds, included in cash equivalents | 25,602 | 14,207 |
Certificates of deposit, included in cash equivalents | 992 | 2,203 |
Total | 62,531 | 105,583 |
Recurring | Quoted prices in active markets (Level 1) | ||
Cash equivalents and investments | ||
Money market funds, included in cash equivalents | 25,602 | 14,207 |
Certificates of deposit, included in cash equivalents | 0 | 2,203 |
Total | 42,110 | 44,334 |
Recurring | Significant other observable inputs (Level 2) | ||
Cash equivalents and investments | ||
Money market funds, included in cash equivalents | 0 | 0 |
Certificates of deposit, included in cash equivalents | 992 | 0 |
Total | 20,421 | 61,249 |
Recurring | Significant unobservable inputs (Level 3) | ||
Cash equivalents and investments | ||
Money market funds, included in cash equivalents | 0 | 0 |
Certificates of deposit, included in cash equivalents | 0 | 0 |
Total | 0 | 0 |
U.S. Treasuries | Recurring | ||
Cash equivalents and investments | ||
Marketable securities | 16,508 | 27,924 |
U.S. Treasuries | Recurring | Quoted prices in active markets (Level 1) | ||
Cash equivalents and investments | ||
Marketable securities | 16,508 | 27,924 |
U.S. Treasuries | Recurring | Significant other observable inputs (Level 2) | ||
Cash equivalents and investments | ||
Marketable securities | 0 | 0 |
U.S. Treasuries | Recurring | Significant unobservable inputs (Level 3) | ||
Cash equivalents and investments | ||
Marketable securities | 0 | 0 |
Certificates of deposit | Recurring | ||
Cash equivalents and investments | ||
Marketable securities | 19,429 | 61,249 |
Certificates of deposit | Recurring | Quoted prices in active markets (Level 1) | ||
Cash equivalents and investments | ||
Marketable securities | 0 | 0 |
Certificates of deposit | Recurring | Significant other observable inputs (Level 2) | ||
Cash equivalents and investments | ||
Marketable securities | 19,429 | 61,249 |
Certificates of deposit | Recurring | Significant unobservable inputs (Level 3) | ||
Cash equivalents and investments | ||
Marketable securities | $ 0 | $ 0 |
Cash, cash equivalents and in38
Cash, cash equivalents and investments - Schedule of investments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Investments [Line Items] | ||
Contracted maturity | 1 year | |
Amortized Cost | $ 36,929 | $ 91,369 |
Unrealized Gains | 0 | 7 |
Unrealized Losses | 0 | 0 |
Fair Value | 36,929 | 91,376 |
U.S. Treasuries | Current assets | ||
Schedule of Investments [Line Items] | ||
Amortized Cost | 16,508 | 30,120 |
Unrealized Gains | 0 | 7 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 16,508 | $ 30,127 |
U.S. Treasuries | Current assets | Minimum | ||
Schedule of Investments [Line Items] | ||
Contracted maturity | 31 days | 60 days |
U.S. Treasuries | Current assets | Maximum | ||
Schedule of Investments [Line Items] | ||
Contracted maturity | 181 days | 184 days |
Certificates of deposit | Current assets | ||
Schedule of Investments [Line Items] | ||
Amortized Cost | $ 20,421 | $ 49,145 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 20,421 | $ 49,145 |
Certificates of deposit | Current assets | Minimum | ||
Schedule of Investments [Line Items] | ||
Contracted maturity | 4 days | 91 days |
Certificates of deposit | Current assets | Maximum | ||
Schedule of Investments [Line Items] | ||
Contracted maturity | 180 days | 365 days |
Certificates of deposit | Noncurrent assets | ||
Schedule of Investments [Line Items] | ||
Amortized Cost | $ 12,104 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | $ 12,104 | |
Certificates of deposit | Noncurrent assets | Minimum | ||
Schedule of Investments [Line Items] | ||
Contracted maturity | 365 days |
Property and equipment, net (De
Property and equipment, net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property and equipment, net | |||
Total property and equipment | $ 9,036,000 | $ 6,583,000 | |
Accumulated depreciation | (4,165,000) | (2,500,000) | |
Property and equipment, net | 4,871,000 | 4,083,000 | |
Depreciation expense | 1,700,000 | 1,100,000 | $ 500,000 |
Laboratory equipment | |||
Property and equipment, net | |||
Total property and equipment | 4,894,000 | 3,943,000 | |
Furniture and office equipment | |||
Property and equipment, net | |||
Total property and equipment | 921,000 | 610,000 | |
Computer hardware | |||
Property and equipment, net | |||
Total property and equipment | 317,000 | 259,000 | |
Leasehold improvements | |||
Property and equipment, net | |||
Total property and equipment | 1,514,000 | 1,433,000 | |
Internally developed software | |||
Property and equipment, net | |||
Total property and equipment | 1,390,000 | 338,000 | |
Depreciation expense | $ 100,000 | $ 0 |
Accrued expenses and other cu40
Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Payroll and employee-related costs | $ 2,090 | $ 1,736 |
Research and development costs | 1,239 | 1,359 |
Other current liabilities | 849 | 880 |
Total | $ 4,178 | $ 3,975 |
Long-term debt (Details)
Long-term debt (Details) | Nov. 20, 2014USD ($)trancheinstallment$ / sharesshares | Sep. 30, 2013USD ($)installment$ / sharesshares | Dec. 31, 2016USD ($)trancheshares | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Jun. 30, 2015USD ($) | Feb. 10, 2014$ / sharesshares | Dec. 19, 2013USD ($) |
Long-Term Debt | ||||||||
Repay indebtedness | $ 0 | $ 0 | $ 10,401,000 | |||||
Loss on debt extinguishment | $ 0 | $ 0 | 435,000 | |||||
Private placement | ||||||||
Long-Term Debt | ||||||||
Issuance of common stock | $ 1,964,000 | |||||||
Private placement | Common stock | ||||||||
Long-Term Debt | ||||||||
Issuance of common stock (in shares) | shares | 223,000 | |||||||
Warrants to purchase Common Stock | ||||||||
Long-Term Debt | ||||||||
Exercisable amount (in shares) | shares | 77,603 | 77,603 | 105,297 | |||||
Hercules Technology Growth Capital, Inc. | Private placement | ||||||||
Long-Term Debt | ||||||||
Issuance of common stock | $ 2,000,000 | |||||||
Subsequent private placement equity financings, amount | 2,000,000 | |||||||
Financing costs allocated to additional paid-in capital | $ 36,000 | |||||||
Hercules Technology Growth Capital, Inc. | Private placement | Common stock | ||||||||
Long-Term Debt | ||||||||
Issuance of common stock (in shares) | shares | 223,463 | |||||||
Issuance of common stock | $ 2,000,000 | |||||||
Hercules Technology Growth Capital, Inc. | Warrants to purchase Common Stock | ||||||||
Long-Term Debt | ||||||||
Exercisable amount (in shares) | shares | 73,725 | 73,725 | 73,725 | |||||
Warrant, exercisable, value | $ 607,500 | |||||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 8.24 | |||||||
Line of credit | ||||||||
Long-Term Debt | ||||||||
Number of tranches | tranche | 3 | |||||||
Line of credit | 2014 Term Loan | ||||||||
Long-Term Debt | ||||||||
Debt financing | $ 27,000,000 | |||||||
Extended term | 6 months | |||||||
Period of monthly payments of principal and accrued interest | 18 months | |||||||
Number of monthly payments of principal and accrued interest | installment | 30 | |||||||
Prepayment, written notice period | 7 days | |||||||
Prepayment charge, first twelve months (as a percent) | 3.00% | |||||||
Prepayment charge, between twelve months and twenty four months (as a percent) | 2.00% | |||||||
Prepayment charge, after twenty four months (as a percent) | 1.00% | |||||||
Additional interest rate (as a percent) | 5.00% | |||||||
End of term charge (as a percent) | 4.95% | |||||||
Attachment or judgment on the Company's assets causing an event of default, minimum | $ 100,000 | |||||||
Default of the Company's involving indebtedness causing an event of default, minimum | 100,000 | |||||||
Financing costs | 103,000 | $ 280,000 | ||||||
Debt discount | 210,000 | |||||||
Effective interest rate (as a percent) | 10.20% | |||||||
Outstanding borrowings | $ 17,000,000 | |||||||
Interest expense | 1,700,000 | $ 1,300,000 | $ 100,000 | |||||
Line of credit | 2014 Term Loan, first tranche | ||||||||
Long-Term Debt | ||||||||
Debt financing | 17,000,000 | |||||||
Draw downs | 12,000,000 | 17,000,000 | ||||||
Expired amount of borrowing capacity | $ 5,000,000 | |||||||
Line of credit | 2013 Term Loan | ||||||||
Long-Term Debt | ||||||||
Debt financing | $ 10,000,000 | |||||||
Draw downs | $ 3,500,000 | $ 6,500,000 | ||||||
Repay indebtedness | 9,800,000 | |||||||
Interest rate (as a percent) | 8.00% | |||||||
Interest expense | $ 800,000 | |||||||
Period of monthly payments of accrued interest | 9 months | |||||||
Number of payments of principal | installment | 33 | |||||||
Percentage of advance payment on final repayment date | 2.00% | |||||||
Line of credit | 2013 Term Loan | Warrants to purchase shares of series C preferred stock | ||||||||
Long-Term Debt | ||||||||
Exercise price of warrant (in dollars per share) | $ / shares | $ 0.58 | $ 6.90 | ||||||
Number of shares that may be purchased by warrant | shares | 689,655 | 57,954 | ||||||
Line of credit | 2013 Term Loan | Other income / expense | ||||||||
Long-Term Debt | ||||||||
Loss on debt extinguishment | 435,000 | |||||||
Line of credit | 2014 Term Loan, second tranche | ||||||||
Long-Term Debt | ||||||||
Debt financing | $ 5,000,000 | |||||||
Interest rate (as a percent) | 7.25% | |||||||
Line of credit | 2014 Term Loan, second tranche | Prime rate | ||||||||
Long-Term Debt | ||||||||
Variable rate basis (as a percent) | 7.25% | |||||||
Spread on variable rate basis (as a percent) | 5.00% | |||||||
Line of credit | 2014 Term Loan, third tranche | ||||||||
Long-Term Debt | ||||||||
Debt financing | $ 5,000,000 | |||||||
Line of credit | Term Loan 2014, First Amendment | ||||||||
Long-Term Debt | ||||||||
Debt financing | $ 5,000,000 | |||||||
Number of tranches | tranche | 2 | |||||||
Line of credit | Term Loan 2014, First Amendment, tranche 2 | ||||||||
Long-Term Debt | ||||||||
Debt financing | $ 5,000,000 | |||||||
Line of credit | Term Loan 2014, First Amendment, tranche 1 | ||||||||
Long-Term Debt | ||||||||
Debt financing | $ 5,000,000 |
Long-term debt - Schedule of fu
Long-term debt - Schedule of future principal payments (Details) - USD ($) $ in Thousands | Nov. 20, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Gain (Loss) on Extinguishment of Debt | $ 0 | $ 0 | $ (435) | |
Line of credit | 2014 Term Loan | ||||
Future principal payments | ||||
2,017 | 3,149 | |||
2,018 | 6,659 | |||
2,019 | 8,034 | |||
Total | $ 17,842 | |||
Other Nonoperating Income (Expense) [Member] | Line of credit | Term Loan2013 [Member] | ||||
Gain (Loss) on Extinguishment of Debt | $ (435) |
Warrants (Details)
Warrants (Details) - USD ($) $ in Thousands | Nov. 20, 2014 | Apr. 23, 2014 | Feb. 12, 2014 | Feb. 10, 2014 | Feb. 04, 2014 | Jan. 29, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Warrants | ||||||||||
Amount recognized in additional paid-in capital | $ 334 | |||||||||
Percentage of fair value of warrants to purchase redeemable securities attributable to OPM Backsolve method | 35.00% | |||||||||
Percentage of fair value of warrants to purchase redeemable securities attributable to PWERM | 65.00% | |||||||||
Warrants | $ 0 | $ 0 | $ 0 | $ 656 | ||||||
Change in fair value | $ 0 | $ 0 | $ 725 | |||||||
Warrants to purchase Common Stock | ||||||||||
Warrants | ||||||||||
Warrants outstanding (in shares) | 105,297 | 77,603 | 77,603 | |||||||
Change in fair value | $ 673 | |||||||||
Warrants to purchase Common Stock | Fair value | ||||||||||
Warrants | ||||||||||
Warrants | $ 1,058 | |||||||||
Warrants to purchase Common Stock | Hercules Technology Growth Capital, Inc. | ||||||||||
Warrants | ||||||||||
Warrants outstanding (in shares) | 73,725 | 73,725 | 73,725 | |||||||
Discount for lack of marketability (as a percent) | 10.00% | |||||||||
Amount recognized in additional paid-in capital | $ 334 | |||||||||
Warrants to purchase redeemable convertible preferred stock | ||||||||||
Warrants | ||||||||||
Warrants outstanding (in shares) | 2,291,512 | |||||||||
Warrants to purchase shares of series A preferred stock exercised, one | ||||||||||
Warrants | ||||||||||
Warrants outstanding (in shares) | 21,695 | |||||||||
Change in fair value | $ 2 | |||||||||
Warrants to purchase shares of series A preferred stock exercised, one | Fair value | ||||||||||
Warrants | ||||||||||
Warrants | $ 8 | |||||||||
Warrants to purchase shares of series A preferred stock exercised, two | ||||||||||
Warrants | ||||||||||
Warrants outstanding (in shares) | 28,926 | |||||||||
Change in fair value | $ 3 | |||||||||
Warrants to purchase shares of series A preferred stock exercised, two | Fair value | ||||||||||
Warrants | ||||||||||
Warrants | $ 10 | |||||||||
Warrants to purchase shares of series A preferred stock in cashless exercise | ||||||||||
Warrants | ||||||||||
Warrants outstanding (in shares) | 987,840 | 3,878 | ||||||||
Series A Preferred stock resulting from the cashless exercise of warrants (in shares) | 57,954 | 43,465 | 316,932 | |||||||
Common stock resulting from the automatic conversion of Series A Preferred stock (in shares) | 37,250 | 16,593 | 26,633 | |||||||
Change in fair value | $ 47 | |||||||||
Warrants to purchase shares of series A preferred stock in cashless exercise | Fair value | ||||||||||
Warrants | ||||||||||
Warrants | $ 304 | |||||||||
Warrants to purchase redeemable convertible preferred stock automatically converted to warrants to purchase common stock | ||||||||||
Warrants | ||||||||||
Warrants outstanding (in shares) | 1,253,051 | 3,878 |
Warrants - Weighted average ass
Warrants - Weighted average assumptions used to calculate the fair value of warrants (Details) - $ / shares | Nov. 20, 2014 | Feb. 10, 2014 | Feb. 04, 2014 | Jan. 29, 2014 |
Common stock | Hercules Technology Growth Capital, Inc. | ||||
Weighted average assumptions used to calculate the fair value of warrants | ||||
Fair value of underlying instrument (in dollars per share) | $ 9.05 | |||
Expected Volatility | 70.00% | |||
Expected term | 5 years | |||
Risk-free interest rate | 1.64% | |||
Expected dividend yield | 0.00% | |||
Warrants to purchase shares of series A preferred stock exercised, one | ||||
Weighted average assumptions used to calculate the fair value of warrants | ||||
Fair value of underlying instrument (in dollars per share) | $ 0.65 | |||
Expected Volatility | 55.57% | |||
Expected term | 15 days | |||
Risk-free interest rate | 1.52% | |||
Expected dividend yield | 0.00% | |||
Warrants to purchase shares of series A preferred stock exercised, two | ||||
Weighted average assumptions used to calculate the fair value of warrants | ||||
Fair value of underlying instrument (in dollars per share) | $ 0.65 | |||
Expected Volatility | 55.03% | |||
Expected term | 7 days | |||
Risk-free interest rate | 1.46% | |||
Expected dividend yield | 0.00% | |||
Warrants to purchase shares of series A preferred stock in cashless exercise | ||||
Weighted average assumptions used to calculate the fair value of warrants | ||||
Fair value of underlying instrument (in dollars per share) | $ 7.74 | |||
Expected Volatility | 50.81% | |||
Expected term | 1 year | |||
Risk-free interest rate | 1.48% | |||
Expected dividend yield | 0.00% | |||
Warrants to purchase redeemable convertible preferred stock automatically converted to warrants to purchase common stock | ||||
Weighted average assumptions used to calculate the fair value of warrants | ||||
Fair value of underlying instrument (in dollars per share) | $ 6.96 | |||
Expected Volatility | 92.90% | |||
Expected term | 8 years 7 months 28 days | |||
Risk-free interest rate | 2.43% | |||
Expected dividend yield | 0.00% |
Warrants - Changes in the fair
Warrants - Changes in the fair value of warrants to purchase redeemable securities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Changes in the fair value of warrants to purchase redeemable securities, which represents a recurring measurement | |||
Beginning balance | $ 0 | $ 0 | $ 656 |
Change in fair value | 0 | 0 | 725 |
Warrants exercised | 0 | 0 | (323) |
Reclassification to accumulated paid-in capital | 0 | 0 | (1,058) |
Ending balance | $ 0 | $ 0 | $ 0 |
Commitments and contingencies -
Commitments and contingencies - Lease commitments (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
May 31, 2016 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Leased Assets [Line Items] | |||||
Renewal term | 3 years | 3 years | |||
Rent expense | $ 1,400 | $ 1,200 | $ 800 | ||
Minimum future lease payments under operating leases | |||||
2,017 | 1,550 | ||||
2,018 | 1,607 | ||||
2,019 | 1,637 | ||||
2,020 | 274 | ||||
Total | 5,068 | ||||
2016 Lease | |||||
Operating Leased Assets [Line Items] | |||||
Security deposit | $ 316 |
Commitments and contingencies47
Commitments and contingencies - Significant contracts and agreements (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2014 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and contingencies | ||||||||||||
Revenue from grants | $ 0 | $ 0 | $ 0 | $ 235 | $ 221 | $ 213 | $ 115 | $ 121 | $ 235 | $ 670 | $ 308 | |
Amount expensed related to agreements | 34,645 | 28,049 | 23,727 | |||||||||
Bill And Melinda Gates Foundation | ||||||||||||
Commitments and contingencies | ||||||||||||
Grant received | $ 1,200 | |||||||||||
Revenue from grants | 235 | 640 | 308 | |||||||||
FUJIFILM Diosynth Biotechnologies U.S.A. Inc. | Supply agreement | ||||||||||||
Commitments and contingencies | ||||||||||||
Amount expensed related to agreements | $ 4,700 | $ 4,200 | $ 3,500 |
Commitments and contingencies48
Commitments and contingencies - Refund of research and development expense (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | 32 Months Ended | ||
Feb. 29, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2012 | |
Commitments and Contingencies Disclosure [Abstract] | ||||||
Refund of research and development expense | $ (1,600) | $ 1,592 | $ 0 | $ 0 | $ (1,600) | |
Number of days from written notice | 30 days |
Convertible Preferred Stock a49
Convertible Preferred Stock and Stockholder's Equity (Deficit) (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Common Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||||
Common stock, shares authorized | 175,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.001 | |||
Common stock, shares issued (in shares) | 28,446,461 | 28,161,000 | ||
Common stock, shares outstanding | 28,444,520 | 28,000 | ||
Anti-dilutive effect on common stock equivalents | ||||
Total of common stock equivalents excluded due to anti-dilutive effect | 3,885,000 | 2,801,000 | 2,368,000 | |
Outstanding options | ||||
Restricted stock | ||||
Options exercised (in shares) | 79,000 | |||
Restricted stock | ||||
Restricted stock | ||||
Vesting period | 4 years | |||
Number of shares issued (in shares) | 35,964 | 35,964 | ||
Number of shares subject to repurchase by entity (in shares) | 1,941 | 9,717 | ||
Director | Outstanding options | ||||
Restricted stock | ||||
Options exercised (in shares) | 31,092 | |||
Warrants | ||||
Anti-dilutive effect on common stock equivalents | ||||
Total of common stock equivalents excluded due to anti-dilutive effect | 78,000 | 78,000 | 78,000 | |
Outstanding options | ||||
Anti-dilutive effect on common stock equivalents | ||||
Total of common stock equivalents excluded due to anti-dilutive effect | 3,807,000 | 2,723,000 | 2,290,000 |
Convertible Preferred Stock a50
Convertible Preferred Stock and Stockholder's Equity (Deficit) - Conversion of Preferred Shares (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | |||
Balance - Redeemable Convertible Preferred Stock | $ 0 | $ 0 | |
Balance - Redeemable Convertible Preferred Stock (in shares) | 0 | 0 | |
Accretion of dividends on redeemable convertible preferred stock | $ (180) | ||
Cashless exercise of warrants | $ 0 | $ 0 | 98 |
Conversion of redeemable convertible preferred stock into common stock | 81,774 | ||
Seed convertible preferred stock | |||
Class of Stock [Line Items] | |||
Balance - Redeemable Convertible Preferred Stock | $ 3,000 | ||
Balance - Redeemable Convertible Preferred Stock (in shares) | 4,615 | ||
Conversion of redeemable convertible preferred stock into common stock | $ (3,000) | ||
Conversion of redeemable convertible preferred stock into common stock (in shares) | (4,615) | ||
Series A redeemable convertible preferred stock | |||
Class of Stock [Line Items] | |||
Balance - Redeemable Convertible Preferred Stock | $ 23,125 | ||
Balance - Redeemable Convertible Preferred Stock (in shares) | 35,577 | ||
Exercise of warrants for cash | $ 33 | ||
Exercise of warrants for cash (in shares) | 51 | ||
Cashless exercise of warrants | $ 98 | ||
Cashless exercise of warrants (in shares) | 317 | ||
Conversion of redeemable convertible preferred stock into common stock | $ (23,256) | ||
Conversion of redeemable convertible preferred stock into common stock (in shares) | (35,945) | ||
Series B redeemable convertible preferred stock | |||
Class of Stock [Line Items] | |||
Balance - Redeemable Convertible Preferred Stock | $ 24,937 | ||
Balance - Redeemable Convertible Preferred Stock (in shares) | 34,581 | ||
Accretion of dividends on redeemable convertible preferred stock | $ 180 | ||
Conversion of redeemable convertible preferred stock into common stock | $ (25,117) | ||
Conversion of redeemable convertible preferred stock into common stock (in shares) | (34,581) | ||
Series C redeemable convertible preferred stock | |||
Class of Stock [Line Items] | |||
Balance - Redeemable Convertible Preferred Stock | $ 30,500 | ||
Balance - Redeemable Convertible Preferred Stock (in shares) | 52,586 | ||
Conversion of redeemable convertible preferred stock into common stock | $ (30,500) | ||
Conversion of redeemable convertible preferred stock into common stock (in shares) | (52,586) | ||
Redeemable Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Balance - Redeemable Convertible Preferred Stock | $ 81,562 | ||
Balance - Redeemable Convertible Preferred Stock (in shares) | 127,359 | ||
Accretion of dividends on redeemable convertible preferred stock | $ 180 | ||
Exercise of warrants for cash | $ 33 | ||
Exercise of warrants for cash (in shares) | 51 | ||
Cashless exercise of warrants | $ 98 | ||
Cashless exercise of warrants (in shares) | 317 | ||
Conversion of redeemable convertible preferred stock into common stock | $ (81,873) | ||
Conversion of redeemable convertible preferred stock into common stock (in shares) | (127,727) |
Stock and employee benefit pl51
Stock and employee benefit plans (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 01, 2017 | |
Stock-based compensation | ||||
Stock-based compensation expense | $ 4,147 | $ 3,848 | $ 2,905 | |
Outstanding options | ||||
Stock-based compensation | ||||
Stock options granted (in shares) | 1,576,700 | 715,262 | 1,064,640 | |
Nonemployee options | Consultants and members of its Scientific Advisory Board | ||||
Stock-based compensation | ||||
Stock-based compensation expense | $ 271 | $ 263 | $ 324 | |
2014 Equity Plan | ||||
Stock-based compensation | ||||
Number of shares authorized (in shares) | 903,494 | |||
Percentage applied on total number of shares of common stock outstanding on previous calendar year for automatic inclusion in the plan (lessor of) | 4.00% | |||
2014 Equity Plan | Subsequent event | ||||
Stock-based compensation | ||||
Number of shares authorized (in shares) | 1,137,781 | |||
2007 Equity Plan | ||||
Stock-based compensation | ||||
Number of shares available for grant (in shares) | 219,765 | |||
2007 Equity Plan and 2014 Equity Plan | Outstanding options | ||||
Stock-based compensation | ||||
Number of shares available for grant (in shares) | 485,483 | |||
Common shares that may be issued (in shares) | 4,292,544 |
Stock and employee benefit pl52
Stock and employee benefit plans - Stock based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Based Compensation Expense | |||
Total stock-based compensation expense | $ 4,147 | $ 3,848 | $ 2,905 |
Research and development | |||
Stock Based Compensation Expense | |||
Total stock-based compensation expense | 1,568 | 1,690 | 1,511 |
General and administrative | |||
Stock Based Compensation Expense | |||
Total stock-based compensation expense | $ 2,579 | $ 2,158 | $ 1,394 |
Stock and employee benefit pl53
Stock and employee benefit plans - Stock options (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair value of each employee stock award on the grant date and the assumptions regarding the fair value of the underlying common stock | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Fair value of each employee stock award on the grant date and the assumptions regarding the fair value of the underlying common stock | |||
Expected volatility (as a percent) | 67.40% | 68.50% | 86.20% |
Risk-free interest rate | 1.14% | 1.56% | 1.75% |
Expected term | 5 years 6 months | 5 years 6 months | |
Maximum | |||
Fair value of each employee stock award on the grant date and the assumptions regarding the fair value of the underlying common stock | |||
Expected volatility (as a percent) | 77.90% | 85.30% | 103.60% |
Risk-free interest rate | 2.09% | 1.94% | 2.00% |
Expected term | 6 years 29 days | 6 years 29 days | 6 years 3 months |
Outstanding options | |||
Shares | |||
Outstanding at the beginning of the period (in shares) | 2,723,000 | ||
Granted (in shares) | 1,576,700 | 715,262 | 1,064,640 |
Exercised (in shares) | (79,000) | ||
Canceled (in shares) | (414,000) | ||
Outstanding at the end of the period (in shares) | 3,807,000 | 2,723,000 | |
Exercisable at the end of the period (in shares) | 1,892,000 | ||
Vested or expected to vest at the end of the period (in shares) | 3,807,000 | ||
Weighted - Average Exercise Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 7.60 | ||
Granted (in dollars per share) | 3.56 | $ 9.12 | $ 10.11 |
Exercised (in dollars per share) | 2.85 | ||
Canceled (in dollars per share) | 8.47 | ||
Outstanding at the end of the period (in dollars per share) | 5.94 | $ 7.60 | |
Exercisable at the end of the period (in dollars per share) | 6.18 | ||
Vested or expected to vest at the end of the period (in dollars per share) | $ 5.94 | ||
Weighted- Average Remaining Contractual Term | |||
Outstanding at the end of the period | 7 years 6 months 7 days | 7 years 7 months 10 days | |
Exercisable at the end of the period | 6 years 3 months 26 days | ||
Vested or expected to vest at the end of the period | 7 years 6 months 7 days | ||
Aggregate Intrinsic Value | |||
Outstanding at the beginning of the period (in dollars) | $ 2,840 | ||
Outstanding at the end of the period (in dollars) | 2,441 | $ 2,840 | |
Exercisable at the end of the period (in dollars) | 1,589 | ||
Vested or expected to vest at the end of the period (in dollars) | 2,441 | ||
Exercised (in dollars) | $ 100,000 | 1,000,000 | $ 3,100,000 |
Expected term for recognition of unrecognized compensation cost (in years) | 2 years 7 months 6 days | ||
Employee stock options | |||
Aggregate Intrinsic Value | |||
Total unrecognized compensation cost, net of related forfeiture estimates | $ 6,600,000 | ||
Nonemployee options | |||
Aggregate Intrinsic Value | |||
Total unrecognized compensation cost, net of related forfeiture estimates | $ 269,000 | $ 255,000 | $ 55,000 |
Stock and employee benefit pl54
Stock and employee benefit plans - Performance Based Stock Options, Employee Stock Purchase Plan and 401(k) Savings plan (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 10, 2014 | |
Additional disclosures | ||||
Stock-based compensation expense | $ 4,147,000 | $ 3,848,000 | $ 2,905,000 | |
401(k) Savings plan | ||||
Additional disclosures | ||||
Contributions made by employer to the plan | 243,000 | $ 174,000 | ||
Performance-based stock options | ||||
Additional disclosures | ||||
Number of options probable to achieve performance-based milestones | 96,988 | |||
Stock-based compensation expense | $ 0 | $ 453,000 | ||
Options outstanding (in shares) | 56,336 | 56,336 | ||
Employee stock purchase plan | 2014 ESPP | ||||
Additional disclosures | ||||
Stock-based compensation expense | $ 155,000 | $ 113,000 | $ 43,000 | |
Number of shares of common stock authorized under the plan | 200,776 | |||
Option period | 6 months | |||
Number of shares issued (in shares) | 70,774 | 40,912 | 15,622 | |
Shares remaining for future issuance (in shares) | 73,468 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred tax assets: | ||
U.S and state net operating loss carryforwards | $ 52,829 | $ 54,570 |
Capitalized R&D | 20,280 | 0 |
Research and development credits | 6,422 | 5,226 |
Stock based compensation | 2,184 | 1,410 |
Accrued expenses | 794 | 603 |
Depreciation and amortization | 784 | 516 |
Other temporary differences | 365 | 353 |
Total deferred tax assets | 83,658 | 62,678 |
Deferred Tax Assets, Valuation Allowance, Noncurrent | (83,658) | (62,678) |
Net deferred tax assets | 0 | 0 |
Increase in valuation allowance | $ 21,000 | $ 17,500 |
Reconciliation of income tax expense | ||
Federal income tax expense at statutory rate | 34.00% | |
State income tax, net of federal benefit | 5.00% | |
Permanent differences | (1.50%) | |
Research and development credit | 2.50% | |
Effective tax rate | (40.00%) | |
Effective tax rate | 0.00% |
Income taxes - Additional infor
Income taxes - Additional information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income taxes | |||
Deductions related to stock options | $ 2,800,000 | $ 1,900,000 | |
Unrecognized accrued interest or penalties related to uncertain tax positions | $ 0 | 0 | |
Uncertain tax position | $ 0 | 0 | |
Number of years for which amount of tax benefit will not be recognized as an uncertain tax position | 2 years | ||
U.S. federal | |||
Income taxes | |||
Net operating loss carryforwards | $ 136,600,000 | 143,800,000 | 105,000,000 |
U.S. federal | Research and development | |||
Income taxes | |||
Tax credit carryforwards | 4,800,000 | 3,700,000 | |
U.S. state | |||
Income taxes | |||
Net operating loss carryforwards | 121,200,000 | 128,500,000 | $ 90,500,000 |
U.S. state | Research and development | |||
Income taxes | |||
Tax credit carryforwards | $ 2,500,000 | $ 2,400,000 |
Quarterly financial informati57
Quarterly financial information (unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Grant revenue | $ 0 | $ 0 | $ 0 | $ 235 | $ 221 | $ 213 | $ 115 | $ 121 | $ 235 | $ 670 | $ 308 |
Operating expenses | 15,682 | 12,430 | 10,704 | 9,664 | 10,294 | 9,703 | 10,141 | 11,898 | 48,480 | 42,036 | 33,474 |
Net loss | $ (16,034) | $ (12,765) | $ (11,023) | $ (9,751) | (10,314) | (9,771) | (10,314) | (12,084) | (49,573) | (42,483) | (35,296) |
Net loss per attributable to common stockholders | $ 0 | $ 0 | $ 0 | $ 0 | $ (49,573) | $ (42,483) | $ (35,476) | ||||
Net loss per share - basic and diluted (in USD per share) | $ (0.56) | $ (0.45) | $ (0.39) | $ (0.35) | $ 28,118,000 | $ 26,610,000 | $ 24,154,000 | $ 18,834,000 | $ (1.75) | $ (1.74) | $ (2.27) |
Weighted-average number of common shares used in net loss per share - basic and diluted (in shares) | 28,394 | 28,370 | 28,276 | 28,152 | 28,299 | 24,460 | 15,618 |