Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 15, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | RXII | ||
Entity Registrant Name | RXi Pharmaceuticals Corp | ||
Entity Central Index Key | 1,533,040 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 2,594,962 | ||
Entity Public Float | $ 13,542,277 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 3,581 | $ 12,906 |
Restricted cash | 50 | 50 |
Prepaid expenses and other current assets | 201 | 150 |
Total current assets | 3,832 | 13,106 |
Property and equipment, net of accumulated depreciation of $900 and $831, in 2017 and 2016, respectively | 248 | 114 |
Notes receivable | 150 | |
Other assets | 18 | 27 |
Total assets | 4,098 | 13,397 |
Current liabilities: | ||
Accounts payable | 511 | 917 |
Accrued expenses | 1,754 | 1,625 |
Total current liabilities | 2,265 | 2,542 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity: | ||
Preferred stock, par value | ||
Common stock, $0.0001 par value, 100,000,000 shares authorized; 2,429,993 and 1,300,318 shares issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 0 | 0 |
Additional paid-in capital | 80,384 | 73,429 |
Accumulated deficit | (78,551) | (66,099) |
Total stockholders' equity | 1,833 | 10,855 |
Total liabilities and stockholders' equity | $ 4,098 | 13,397 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred stock, par value | 3,525 | |
Total stockholders' equity | $ 3,525 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accumulated depreciation | $ 900 | $ 831 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 2,429,993 | 2,429,993 |
Common stock, shares outstanding | 1,300,318 | 1,300,318 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, shares authorized | 0 | 8,100 |
Preferred Stock, shares issued | 0 | 5,737 |
Preferred Stock, shares outstanding | 0 | 5,737 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Revenues | $ 15 | $ 19 |
Operating expenses: | ||
Research and development | 5,370 | 5,415 |
Acquired in-process research and development | 4,696 | |
General and administrative | 4,011 | 3,619 |
Total operating expenses | 14,077 | 9,034 |
Operating loss | (14,062) | (9,015) |
Other income (expense): | ||
Interest (expense) income, net | (1) | 15 |
Other (expense) income, net | (10) | 6 |
Total other (expense) income, net | (11) | 21 |
Loss before income taxes | (14,073) | (8,994) |
Income tax benefit | 1,621 | |
Net loss | (12,452) | (8,994) |
Accretion of beneficial conversion feature related to Series B Convertible Preferred Stock | (2,075) | |
Net loss attributable to common stockholders | $ (12,452) | $ (11,069) |
Net loss per common share attributable to common stockholders: Basic and diluted | $ (5.52) | $ (16.41) |
Weighted average common shares: Basic and diluted | 2,257,754 | 674,608 |
Statements of Convertible Prefe
Statements of Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | Total | Series B Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]Series B Convertible Preferred Stock [Member] | Common Stock [Member]Series C Convertible Preferred Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2015 | $ 8,890 | $ 65,995 | $ (57,105) | |||||
Beginning balance, shares at Dec. 31, 2015 | 653,485 | |||||||
Issuance of common stock under Lincoln Park Capital, LLC purchase agreement | 152 | 152 | ||||||
Issuance of common stock under Lincoln Park Capital, LLC purchase agreement, shares | 6,500 | |||||||
Issuance of common stock and warrants in connection with 2016 public offering | 2,987 | 2,987 | ||||||
Issuance of common stock under Lincoln Park Capital, LLC purchase agreement, shares | 379,777 | |||||||
Issuance of Series B convertible preferred stock and warrants in connection with 2016 public offering | $ 7,064 | $ 4,966 | 2,098 | |||||
Issuance of Series B convertible preferred stock and warrants in connection with 2016 public offering, shares | 8,082 | |||||||
Beneficial conversion feature related to Series B convertible preferred stock | $ (2,075) | 2,075 | ||||||
Accretion of beneficial conversion feature related to Series B convertible preferred stock | 2,075 | (2,075) | ||||||
Conversions of convertible preferred stock into common stock | $ (1,441) | 1,441 | ||||||
Conversions of convertible preferred stock into common stock, shares | 0 | (2,345) | 260,556 | 260,555 | ||||
Stock-based compensation expense | $ 756 | 756 | ||||||
Net loss | (8,994) | (8,994) | ||||||
Ending balance at Dec. 31, 2016 | $ 10,855 | $ 3,525 | 73,429 | (66,099) | ||||
Ending balance, shares at Dec. 31, 2016 | 1,300,318 | 1,300,318 | ||||||
Ending balance, shares at Dec. 31, 2016 | 5,737 | |||||||
Acquisition of MirImmune Inc. | $ 2,824 | 2,824 | ||||||
Acquisition of MirImmune Inc, Shares | 275,036 | 1,118,224 | 275,036 | |||||
Issuance of common stock under Lincoln Park Capital, LLC purchase agreement | $ 290 | 290 | ||||||
Issuance of common stock under Lincoln Park Capital, LLC purchase agreement, shares | 105,000 | |||||||
Conversions of convertible preferred stock into common stock | $ (3,525) | 3,525 | ||||||
Conversions of convertible preferred stock into common stock, shares | 0 | (5,737) | (1,118,224) | 637,445 | 111,822 | |||
Issuance of common stock under employee stock purchase plan | $ 2 | 2 | ||||||
Issuance of common stock under employee stock purchase plan, shares | 372 | |||||||
Stock-based compensation expense | 314 | 314 | ||||||
Net loss | (12,452) | (12,452) | ||||||
Ending balance at Dec. 31, 2017 | $ 1,833 | $ 80,384 | $ (78,551) | |||||
Ending balance, shares at Dec. 31, 2017 | 1,300,318 | 2,429,993 | ||||||
Ending balance, shares at Dec. 31, 2017 | 0 |
Statements of Convertible Pref6
Statements of Convertible Preferred Stock and Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Common Stock [Member] | ||
Offering costs | $ 74 | $ 431 |
Series B Convertible Preferred Stock [Member] | ||
Offering costs | $ 1,018 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (12,452) | $ (8,994) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 70 | 53 |
Non-cash stock-based compensation expense | 314 | 756 |
Acquired in-process research and development expense | 4,696 | |
Deferred taxes | (1,621) | |
Value of non-marketable equity securities recognized as revenue | 9 | (9) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (51) | 161 |
Accounts payable | (608) | (246) |
Accrued expenses | 129 | 519 |
Net cash used in operating activities | (9,514) | (7,760) |
Cash flows from investing activities: | ||
Purchase of short-term investments | (2,000) | |
Maturities of short-term investments | 7,500 | |
Cash acquired in MirImmune Inc. acquisition | 100 | |
Issuance of notes receivable | (150) | |
Cash paid for purchase of property and equipment | (203) | (4) |
Net cash (used in) provided by investing activities | (103) | 5,346 |
Cash flows from financing activities: | ||
Net proceeds from the issuance of common stock and/or preferred stock | 290 | 10,203 |
Proceeds from the issuance of common stock in connection with the employee stock purchase plan | 2 | |
Net cash provided by financing activities | 292 | 10,203 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (9,325) | 7,789 |
Cash, cash equivalents and restricted cash at the beginning of period | 12,956 | 5,167 |
Cash, cash equivalents and restricted cash at the end of period | 3,631 | 12,956 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Cancellation of notes receivable | 150 | |
Accounts payable assumed | 5 | |
Fair value of securities issued | 2,824 | |
Series B Convertible Preferred Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Fair value of Series B convertible preferred stock beneficial conversion feature | 2,075 | |
Accretion of Series B convertible preferred stock | 2,075 | |
Conversions of convertible preferred stock into common stock | 3,525 | $ 1,441 |
Series C Convertible Preferred Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversions of convertible preferred stock into common stock | $ 816 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations RXi Pharmaceuticals Corporation is a biotechnology company focused on discovering and developing immuno-oncology therapeutics to treat cancer based on its self-delivering RNAi (“ sd-rxRNA ® sd-rxRNA Prior to RXi’s acquisition of MirImmune Inc. (“ MirImmune sd-rxRNA On January 3, 2018, the Board of Directors of the Company approved a 1-for-10 paid-in |
Liquidity and Going Concern
Liquidity and Going Concern | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | 2. Liquidity and Going Concern The Company has limited cash resources, certain limitations under the purchase agreement with Lincoln Park Capital Fund, LLC (“ LPC |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP Principles of Consolidation The consolidated financial statements include the accounts of RXi and its wholly owned subsidiary. All material intercompany accounts have been eliminated in consolidation. Uses of Estimates in Preparation of Financial Statements The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid instruments with an original maturity of three months or less to be cash equivalents. Restricted cash consists of certificates of deposit held by financial institutions as collateral for the Company’s corporate credit cards. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows (in thousands): December 31, December 31, 2017 2016 Cash and cash equivalents $ 3,581 $ 12,906 Restricted cash 50 50 Cash, cash equivalents and restricted cash shown in the statement of cash flows $ 3,631 $ 12,956 Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains cash balances in several accounts with one bank, which at times are in excess of federally insured limits. The Company has established guidelines related to credit ratings and maturities intended to safeguard principal balances and maintain liquidity. The Company’s investments are maintained in accordance with the Company’s investment policy, which defines allowable investments, specifies credit quality standards and limits the exposure of any single issuer. Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method based on the estimated useful lives of the related assets. The Company provides for depreciation over the assets’ estimated useful lives as follows: Computer equipment 3 years Machinery & equipment 5 years Furniture & fixtures 5 years Leasehold improvements 5 years Depreciation and amortization expense for the years ended December 31, 2017 and 2016 was approximately $70,000 and $53,000, respectively. Derivative Financial Instruments The Company follows the provisions of the Financial Accounting Standards Board (“ FASB ASC Derivatives and Hedging ASC 815 Fair Value of Financial Instruments The carrying amounts reported in the balance sheet for cash equivalents, restricted cash, notes receivable and accounts payable approximate their fair values due to their short-term nature. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment on an interim basis if an event occurs that might reduce the fair value of such assets below their carrying values. An impairment loss would be recognized based on the difference between the carrying value of the asset and its estimated fair value, which would be determined based on either discounted future cash flows or other appropriate fair value methods. The Company fully impaired its non-marketable Revenue Recognition Revenue is recognized when there is persuasive evidence of an arrangement, the fee is fixed or determinable, delivery has occurred or services have been rendered and collection of the related receivable is reasonably assured. The Company may generate revenue from product sales, license agreements, collaborative research and development arrangements and government grants. Payments received prior to the recognition of revenue are recorded as deferred revenue. Research and Development Expenses Research and development costs relate to salaries, employee benefits, facility-related expenses, supplies, stock-based compensation related to employees and non-employees Preclinical and clinical trial expenses relate to estimates of costs incurred and fees connected with clinical trial sites, third-party clinical research organizations and other preclinical and clinical related activities and include such items as subject-related fees, laboratory work, investigator fees and analysis costs. Costs associated with these expenses are generally payable on the passage of time or when certain milestones are achieved. Expense is recorded during the period incurred or in the period in which a milestone is achieved. In order to ensure that the Company has adequately provided for preclinical and clinical expenses during the proper period, the Company maintains an accrual to cover these expenses. These accruals are assessed on a quarterly basis and are based on such assumptions as expected total cost, the length of the study, timing of subject visits and other information available to us. Actual results may differ from these estimates and could have a material impact on the Company’s reported results. The Company’s historical accrual estimates have not been materially different from its actual costs. Patents and Patent Application Costs Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are, therefore, expensed as research and development costs as incurred. Acquired In-process Assets purchased in asset acquisition transactions are expensed as in-process in-process Stock-based Compensation The Company follows the provisions of the FASB ASC Topic 718, “ Compensation — Stock Compensation ASC 718 non-employee For stock options granted as consideration for services rendered by non-employees, 505-50, Equity Based Payments to Non-Employees Non-employee re-measured non-cash non-employees re-measurements Income Taxes The Company recognizes assets or liabilities for the deferred tax consequences of temporary differences between the tax basis of assets or liabilities and their reported amounts in the financial statements in accordance with the FASB ASC Topic 740, “Accounting for Income Taxes” ASC 740 . Comprehensive Loss The Company’s comprehensive loss is equal to its net loss for all periods presented. Net Loss per Share The Company accounts for and discloses net loss per share attributable to common stockholders in accordance with the FASB ASC Topic 260, “ Earnings per Share.” |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 4. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ ASU 2014-09, “Revenue from Contracts with Customers (Topic 606) ” 2014-09 2016-08, “Revenue from Contracts with Customers (Topic 606) – Principal Versus Agent Considerations,” which improves the operability and understandability of the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued ASU 2016-10, 2016-12, In February 2016, the FASB issued ASU 2016-02, right-of-use In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) — Classification of Certain Cash Receipts and Cash Payments 2016-15 2016-15 In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) — Restricted Cash,” 2016-18 In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) — Clarifying the Definition of a Business 2017-01 In May 2017, the FASB issued ASU 2017-09, Compensation — Stock Compensation (Topic 718) — Scope of Modification Accounting 2017-09 |
MirImmune Inc. Acquisition
MirImmune Inc. Acquisition | 12 Months Ended |
Dec. 31, 2017 | |
Research and Development [Abstract] | |
MirImmune Inc. Acquisition | 5. MirImmune Inc. Acquisition In January 2017, the Company entered into a Stock Purchase Agreement (the “ Stock Purchase Agreement RXi Merger Sub Series C Convertible Preferred Stock Upon the closing of the acquisition, the notes receivable from MirImmune outstanding on the Company’s balance sheet as of December 31, 2016 were cancelled. The Company assessed the acquisition of MirImmune under the FASB ASC Topic 805, “ Business Combinations ASC 805 in-process Additionally, the Company assessed the MirImmune acquisition under ASC Topic 740, “ Income Taxes ASC 740 During the year ended December 31, 2017, the Company recorded $4,696,000 in in-process The Company was restricted from converting any of the Series C Convertible Preferred Stock into common stock to the extent that such conversion was not approved by the Company’s stockholders in accordance with the stockholder approval requirements of Nasdaq Marketplace Rule 5635. On June 9, 2017, with the approval of the Company’s stockholders in accordance with the Nasdaq stockholder approval requirements, every ten shares of the Series C Convertible Preferred Stock outstanding were automatically converted into one share of common stock, such that there were no shares of Series C Convertible Preferred Stock issued or outstanding after the conversion. On November 7, 2017, the Company filed a Certificate Eliminating the Series C Convertible Preferred Stock from the Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware. Under the terms of the Stock Purchase Agreement, if certain development or commercial milestones are achieved within two years, the Company will be required to either (i) issue a number of shares of common stock (the “ Milestone Shares The Company assessed the Milestone Shares under the FASB ASC Topic 480, “ Distinguishing Liabilities from Equity ASC 480 in-process |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 6. Accrued Expenses Accrued expenses consist of the following, in thousands: December 31, 2017 2016 Compensation and benefits $ 735 $ 745 Clinical development expenses 261 490 Professional fees 167 104 Research and development costs 583 276 Other 8 10 Total accrued expenses $ 1,754 $ 1,625 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies License Commitments The Company acquires assets under development and enters into research and development arrangements with third parties that often require milestone and royalty payments based on the progress of the asset through development stages. Milestone payments may be required, for example, upon approval of the product for marketing by a regulatory agency. In certain agreements, the Company is required to make royalty payments based upon a percentage of the sales of the products licensed pursuant to such agreements. Because of the contingent nature of these payments, they are not included in the table of contractual obligations shown below (see also Note 12). These arrangements may be material individually, and in the unlikely event that milestones for multiple products covered by these arrangements were reached in the same period, the aggregate charge to expense could be material to the results of operations. In addition, these arrangements often give the Company the discretion to unilaterally terminate development of the product, which would allow the Company to avoid making the contingent payments; however, the Company is unlikely to cease development if the compound successfully achieves clinical testing objectives. The Company’s contractual license obligations that will require future cash payments as of December 31, 2017 are as follows, in thousands: Year Ending December 31, 2018 $ 200 2019 165 2020 165 2021 165 2022 100 Thereafter 700 Total $ 1,495 Operating Leases The Company leases office and laboratory space for its corporate headquarters and primary research facility in Marlborough, Massachusetts. The lease for the office and lab space will expire in March 2019. Monthly rental expense is approximately $9,500, which includes the Company’s pro rata share of annual real estate taxes and operating expenses. Total rent expense under the Company’s operating lease was $115,000 and $117,000 for the years ended December 31, 2017 and 2016, respectively. At December 31, 2017, the Company’s future minimum payments required under operating leases are as follows, in thousands: Year Ending December 31, 2018 $ 120 2019 30 Total $ 150 The Company applies the disclosure provisions of FASB ASC Topic 460, “ Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others ASC 460 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity Series B Convertible Preferred Stock — Series B Convertible Preferred Stock Series C Convertible Preferred Stock — Series C Convertible Preferred Stock Certificate of Designation as-converted Upon its issuance, the Series C Convertible Preferred Stock was assessed under ASC 480. The Company determined that the Series C Convertible Preferred Stock was not within the scope of ASC 480 and therefore, the Series C Convertible Preferred Stock was not considered a liability. The Series C Convertible Preferred Stock was recorded in permanent equity on the Company’s balance sheet. The Series C Convertible Preferred Stock was then assessed under the FASB ASC 815, “ Derivatives and Hedging ASC 815 Pursuant to the Stock Purchase Agreement, the Company acquired all of the issued and outstanding shares of capital stock of MirImmune for an aggregate of 275,036 shares of common stock of the Company and an aggregate of 1,118,224 shares of Series C Convertible Preferred Stock. The Company was restricted from converting any of the Series C Convertible Preferred Stock into common stock to the extent that such conversion was not approved by the Company’s stockholders in accordance with the stockholder approval requirements of Nasdaq Marketplace Rule 5635. On June 9, 2017, with the approval of the Company’s stockholders in accordance with the Nasdaq stockholder approval requirements, every ten shares of the Series C Convertible Preferred Stock outstanding were automatically converted into one share of common stock. Please refer to Note 5 for further details on the acquisition of MirImmune. On November 7, 2017, the Company filed a Certificate Eliminating the Series B Convertible Preferred Stock from the Certificate of Incorporation of the Company and a Certificate Eliminating the Series C Convertible Preferred Stock from the Certificate of Incorporation of the Company (together, the “ Certificates of Elimination Lincoln Park Capital Fund, LLC — 2014 Purchase Agreement On August 8, 2017, the Company entered into a purchase agreement (the “ 2017 Purchase Agreement Warrants The following table summarizes the Company’s outstanding warrants at December 31, 2017: Exercise prices Number of Shares Expiration $52.00 130,007 June 2, 2020 $9.00 1,277,993 December 21, 2021 Total warrants outstanding 1,408,000 During the year ended December 31, 2017, outstanding warrants for the purchase of 46 shares of the Company’s common stock with an exercise price of $390.00 expired. No warrants were exercised during the years ended December 31, 2017 or 2016. |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss per Share Attributable to Common Stockholders | 9. Net Loss per Share Attributable to Common Stockholders The following table sets forth the potential common shares excluded from the calculation of net loss per common share attributable to common stockholders because their inclusion would be anti-dilutive: December 31, 2017 2016 Options to purchase common stock 50,156 37,444 Common stock underlying Series B Convertible Preferred Stock — 637,444 Warrants to purchase common stock 1,408,000 1,408,046 Total 1,458,156 2,082,934 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | 10. Stock-based Compensation Stock Plans On January 23, 2012, the Company’s Board of Directors and sole stockholder adopted the RXi Pharmaceuticals Corporation 2012 Long-Term Incentive Plan (the “ 2012 Incentive Plan As of December 31, 2017, an aggregate of 125,000 shares of common stock were reserved for issuance under the Company’s 2012 Incentive Plan, including 50,156 shares subject to outstanding common stock options granted under the 2012 Incentive Plan and 74,824 shares available for future grants. Stock options granted by the Company to employees may have different vesting parameters, but generally vest within 4 years after the option grant date and expire within ten years of issuance. Stock-based Compensation The Company uses the Black-Scholes option-pricing model to determine the fair value of all its option grants. For valuing options granted during the years ended December 31, 2017 and 2016, the following assumptions were used: December 31, 2017 2016 Risk-free interest rate 1.73 – 2.49 % 1.18 – 2.02 % Expected volatility 82.99 – 123.01 % 79.42 – 116.88 % Weighted average expected volatility 84.65 % 89.12 % Expected lives (in years) 5.20 – 10.00 5.20 – 10.00 Expected dividend yield 0.00 % 0.00 % The weighted-average fair value of options granted during the years ended December 31, 2017 and 2016 was $4.90 and $21.50 per share, respectively. The risk-free interest rate used for each grant was based upon the yield on zero-coupon non-employees The following table summarizes the activity of the Company’s stock option plan for the year ended December 31, 2017: Total Number Weighted- Weighted- Aggregate Balance at December 31, 2016 37,444 $ 272.90 Granted 33,038 6.90 Exercised — — Cancelled (20,326 ) 39.50 Balance at December 31, 2017 50,156 $ 192.30 6.62 years $ — Exercisable at December 31, 2017 33,913 $ 275.30 5.53 years $ — The Company recorded stock-based compensation expense in the consolidated statement of operations for the years ended December 31, 2017 and 2016 as follows, in thousands: December 31, 2017 2016 Research and development $ 89 $ 243 General and administrative 225 513 Total stock-based compensation $ 314 $ 756 Stock-based compensation expense for the year ended December 31, 2017 includes $22,000, recorded in research and development expense, related to stock option modifications in connection with the retirement of the Company’s former Chief Development Officer. There is no income tax benefit as the Company is currently operating at a loss and an actual income tax benefit may not be realized. As of December 31, 2017, the compensation expense for all unvested stock options in the amount of approximately $157,000 will be recognized in the Company’s results of operations over a weighted average period of 1.70 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes For the years ended December 31, 2017 and 2016, all of the Company’s loss before income taxes was generated in the United States. On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act tax reform legislation. This legislation makes significant changes in U.S. tax law including a reduction in the corporate tax rates, changes to net operating loss carryforwards and carrybacks, and a repeal of the corporate alternative minimum tax. The legislation reduced the U.S. corporate tax rate from the current rate of 34% to 21%. As a result of the enacted law, the Company was required to revalue deferred tax assets and liabilities at the enacted rate. This revaluation resulted in a decrease in net deferred tax asset of approximately $8,800,000 and a corresponding reduction in the valuation allowance against these assets. There is no impact to income tax expense. The other provisions of the Tax Cuts and Jobs Act did not have a material impact on the 2017 consolidated financial statements. The components of federal and state income tax expense/(benefit) are as follows (in thousands): December 31, 2017 2016 Current Federal $ — $ — State — — Total current — — Deferred Federal 2,945 (2,892 ) State (1,568 ) (741 ) Total deferred 1,377 (3,633 ) Valuation allowance (2,998 ) 3,633 Total income tax benefit $ (1,621 ) $ — The Company’s acquisition of MirImmune resulted in an income tax benefit of $1,621,000 and a corresponding increase to acquired in-process research and development expense resulting from the reduction in the Company’s valuation allowance due to the deferred tax liability created as a result of the book and tax basis difference. Refer to footnote 5 for further details of the MirImmune acquisition. The differences between the income taxes expected at the Federal statutory income tax rate and the reported income tax (benefit) expense is as follows: 2017 2016 Federal statutory rate (34.0 )% (34.0 )% State income taxes, net of federal benefit (6.5 ) (4.6 ) Non-deductible 0.5 1.7 Income tax credits (2.5 ) (3.5 ) Deferred rate change 62.5 — Valuation allowance (31.5 ) 40.4 Effective tax rate (11.5 )% 0.0 % The components of net deferred tax assets are as follows (in thousands): December 31, 2017 2016 Net operating loss carryforwards $ 14,681 $ 17,245 Tax credit carryforwards 1,322 745 Stock-based compensation 1,336 1,891 Licensing deduction deferral 3,393 5,385 Other timing differences 175 262 Gross deferred tax assets 20,907 25,528 Valuation allowance (20,907 ) (25,528 ) Net deferred tax asset $ — $ — The Company’s deferred tax assets at December 31, 2017 and 2016 consisted primarily of its net operating loss carryforwards, deferred compensation, tax credit carryforwards, intangible assets capitalized for federal income tax purposes and certain accruals that for tax purposes are not deductible until future payment is made. The valuation allowance decreased $4,621,000 and increased $3,633,000 for the years ended December 31, 2017 and 2016, respectively, and is primarily attributable to the deferred tax rate change in 2017. The Company has incurred net operating losses since inception. At December 31, 2017, the Company had federal and state net operating loss carryforwards of approximately $55,000,000 and $48,000,000, respectively, which are available to reduce future taxable income through 2037. In addition, the Company has federal and state research credits of $937,000 and $488,000, respectively, to offset future tax expense through 2037. Based on an assessment of all available evidence including, but not limited to the Company’s limited operating history in its core business and lack of profitability, uncertainties of the commercial viability of its technology, the impact of government regulation and healthcare reform initiatives, and other risks normally associated with biotechnology companies, the Company has concluded that it is more likely than not that these net operating loss carryforwards and credits will not be realized and, as a result, a full deferred income tax valuation allowance has been recorded against these assets. Under the provisions of the Internal Revenue Code, certain substantial changes in the Company’s ownership may result in a limitation on the amount of net operating loss carryforwards and research and development credit carryforwards which could be utilized annually to offset future taxable income and taxes payable. The Company does not believe any substantial changes in ownership have occurred, however a detailed analysis would need to be conducted in order to be certain. The Company files income tax returns in the United States, Massachusetts and New Jersey. The Company is subject to tax examinations for federal and state purposes for tax years 2012 through 2017. The Company has not recorded any uncertain tax positions as of December 31, 2017 or 2016. The Company does not believe there will be any material changes in its unrecognized tax positions over the next 12 months. The Company has not incurred any interest or penalties. In the event that the Company is assessed interest or penalties at some point in the future, they will be classified in the financial statements as general and administrative expenses. |
License Agreements
License Agreements | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
License Agreements | 12. License Agreements As part of its business, the Company enters into licensing agreements with third parties that often require milestone and royalty payments based on the progress of the asset through development stages. Milestone payments may be required, for example, upon approval of the product for marketing by a regulatory agency. In certain agreements, the Company is required to make royalty payments based upon a percentage of the sales of the products licensed pursuant to such agreements. The expenditures required under these arrangements may be material individually in the event that the Company develops product candidates covered by the intellectual property licensed under any such arrangement, and in the unlikely event that milestones for multiple products covered by these arrangements were reached in the same period, the aggregate charge to expense could be material to the results of operations. In addition, these arrangements often give the Company discretion to unilaterally terminate development of the product, which would allow the Company to avoid making the contingent payments; however, the Company is unlikely to cease development if the compound successfully achieves clinical testing objectives. Advirna LLC. Advirna sd-rxRNA Our rights under the Advirna agreement will expire upon the later of: (i) the expiration of the last-to-expire last-to-be Hapten Pharmaceuticals, LLC Assignment and License Agreement Hapten We have certain customary diligence obligations under the Assignment and License Agreement requiring us to use commercially reasonable efforts to develop and commercialize one or more products covered by the Assignment and License Agreement, which obligations, if not performed, could result in rights assigned or licensed to us reverting back to Hapten. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events Subsequent to the balance sheet date, the Company sold 225,000 shares of common stock to LPC for net proceeds of approximately $788,000. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of RXi and its wholly owned subsidiary. All material intercompany accounts have been eliminated in consolidation. |
Uses of Estimates in Preparation of Financial Statements | Uses of Estimates in Preparation of Financial Statements The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from these estimates. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid instruments with an original maturity of three months or less to be cash equivalents. Restricted cash consists of certificates of deposit held by financial institutions as collateral for the Company’s corporate credit cards. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows (in thousands): December 31, December 31, 2017 2016 Cash and cash equivalents $ 3,581 $ 12,906 Restricted cash 50 50 Cash, cash equivalents and restricted cash shown in the statement of cash flows $ 3,631 $ 12,956 |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains cash balances in several accounts with one bank, which at times are in excess of federally insured limits. The Company has established guidelines related to credit ratings and maturities intended to safeguard principal balances and maintain liquidity. The Company’s investments are maintained in accordance with the Company’s investment policy, which defines allowable investments, specifies credit quality standards and limits the exposure of any single issuer. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method based on the estimated useful lives of the related assets. The Company provides for depreciation over the assets’ estimated useful lives as follows: Computer equipment 3 years Machinery & equipment 5 years Furniture & fixtures 5 years Leasehold improvements 5 years Depreciation and amortization expense for the years ended December 31, 2017 and 2016 was approximately $70,000 and $53,000, respectively. |
Derivative Financial Instruments | Derivative Financial Instruments The Company follows the provisions of the Financial Accounting Standards Board (“ FASB ASC Derivatives and Hedging ASC 815 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reported in the balance sheet for cash equivalents, restricted cash, notes receivable and accounts payable approximate their fair values due to their short-term nature. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment on an interim basis if an event occurs that might reduce the fair value of such assets below their carrying values. An impairment loss would be recognized based on the difference between the carrying value of the asset and its estimated fair value, which would be determined based on either discounted future cash flows or other appropriate fair value methods. The Company fully impaired its non-marketable |
Revenue Recognition | Revenue Recognition Revenue is recognized when there is persuasive evidence of an arrangement, the fee is fixed or determinable, delivery has occurred or services have been rendered and collection of the related receivable is reasonably assured. The Company may generate revenue from product sales, license agreements, collaborative research and development arrangements and government grants. Payments received prior to the recognition of revenue are recorded as deferred revenue. |
Research and Development Expenses | Research and Development Expenses Research and development costs relate to salaries, employee benefits, facility-related expenses, supplies, stock-based compensation related to employees and non-employees Preclinical and clinical trial expenses relate to estimates of costs incurred and fees connected with clinical trial sites, third-party clinical research organizations and other preclinical and clinical related activities and include such items as subject-related fees, laboratory work, investigator fees and analysis costs. Costs associated with these expenses are generally payable on the passage of time or when certain milestones are achieved. Expense is recorded during the period incurred or in the period in which a milestone is achieved. In order to ensure that the Company has adequately provided for preclinical and clinical expenses during the proper period, the Company maintains an accrual to cover these expenses. These accruals are assessed on a quarterly basis and are based on such assumptions as expected total cost, the length of the study, timing of subject visits and other information available to us. Actual results may differ from these estimates and could have a material impact on the Company’s reported results. The Company’s historical accrual estimates have not been materially different from its actual costs. |
Patents and Patent Application Costs | Patents and Patent Application Costs Although the Company believes that its patents and underlying technology have continuing value, the amount of future benefits to be derived from the patents is uncertain. Patent costs are, therefore, expensed as research and development costs as incurred. |
Acquired In-process Research and Development | Acquired In-process Assets purchased in asset acquisition transactions are expensed as in-process in-process |
Stock-based Compensation | Stock-based Compensation The Company follows the provisions of the FASB ASC Topic 718, “ Compensation — Stock Compensation ASC 718 non-employee For stock options granted as consideration for services rendered by non-employees, 505-50, Equity Based Payments to Non-Employees Non-employee re-measured non-cash non-employees re-measurements |
Income Taxes | Income Taxes The Company recognizes assets or liabilities for the deferred tax consequences of temporary differences between the tax basis of assets or liabilities and their reported amounts in the financial statements in accordance with the FASB ASC Topic 740, “Accounting for Income Taxes” ASC 740 . |
Comprehensive Loss | Comprehensive Loss The Company’s comprehensive loss is equal to its net loss for all periods presented. |
Net Loss per Share | Net Loss per Share The Company accounts for and discloses net loss per share attributable to common stockholders in accordance with the FASB ASC Topic 260, “ Earnings per Share.” |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash Reported Within Balance Sheet | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheet that sum to the total of the same such amounts shown in the statement of cash flows (in thousands): December 31, December 31, 2017 2016 Cash and cash equivalents $ 3,581 $ 12,906 Restricted cash 50 50 Cash, cash equivalents and restricted cash shown in the statement of cash flows $ 3,631 $ 12,956 |
Summary of Depreciation Over Assets' Estimated Useful Lives | The Company provides for depreciation over the assets’ estimated useful lives as follows: Computer equipment 3 years Machinery & equipment 5 years Furniture & fixtures 5 years Leasehold improvements 5 years |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following, in thousands: December 31, 2017 2016 Compensation and benefits $ 735 $ 745 Clinical development expenses 261 490 Professional fees 167 104 Research and development costs 583 276 Other 8 10 Total accrued expenses $ 1,754 $ 1,625 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Cash Payments Under Contractual License Obligations | The Company’s contractual license obligations that will require future cash payments as of December 31, 2017 are as follows, in thousands: Year Ending December 31, 2018 $ 200 2019 165 2020 165 2021 165 2022 100 Thereafter 700 Total $ 1,495 |
Future Minimum Payments Under Operating Leases | At December 31, 2017, the Company’s future minimum payments required under operating leases are as follows, in thousands: Year Ending December 31, 2018 $ 120 2019 30 Total $ 150 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Summary of Warrants Outstanding | The following table summarizes the Company’s outstanding warrants at December 31, 2017: Exercise prices Number of Shares Expiration $52.00 130,007 June 2, 2020 $9.00 1,277,993 December 21, 2021 Total warrants outstanding 1,408,000 |
Net Loss per Share Attributab26
Net Loss per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Common Shares Excluded from the Calculation of Net Loss per Common Share Attributable to Common Stockholders | The following table sets forth the potential common shares excluded from the calculation of net loss per common share attributable to common stockholders because their inclusion would be anti-dilutive: December 31, 2017 2016 Options to purchase common stock 50,156 37,444 Common stock underlying Series B Convertible Preferred Stock — 637,444 Warrants to purchase common stock 1,408,000 1,408,046 Total 1,458,156 2,082,934 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Assumptions Used to Determine Fair Value of Option Grants | The Company uses the Black-Scholes option-pricing model to determine the fair value of all its option grants. For valuing options granted during the years ended December 31, 2017 and 2016, the following assumptions were used: December 31, 2017 2016 Risk-free interest rate 1.73 – 2.49 % 1.18 – 2.02 % Expected volatility 82.99 – 123.01 % 79.42 – 116.88 % Weighted average expected volatility 84.65 % 89.12 % Expected lives (in years) 5.20 – 10.00 5.20 – 10.00 Expected dividend yield 0.00 % 0.00 % |
Summary of Stock Option Activity | The following table summarizes the activity of the Company’s stock option plan for the year ended December 31, 2017: Total Number Weighted- Weighted- Aggregate Balance at December 31, 2016 37,444 $ 272.90 Granted 33,038 6.90 Exercised — — Cancelled (20,326 ) 39.50 Balance at December 31, 2017 50,156 $ 192.30 6.62 years $ — Exercisable at December 31, 2017 33,913 $ 275.30 5.53 years $ — |
Details of Stock-based Compensation Expense Recorded | The Company recorded stock-based compensation expense in the consolidated statement of operations for the years ended December 31, 2017 and 2016 as follows, in thousands: December 31, 2017 2016 Research and development $ 89 $ 243 General and administrative 225 513 Total stock-based compensation $ 314 $ 756 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Components of Federal and State Income Tax Expense | The components of federal and state income tax expense/(benefit) are as follows (in thousands): December 31, 2017 2016 Current Federal $ — $ — State — — Total current — — Deferred Federal 2,945 (2,892 ) State (1,568 ) (741 ) Total deferred 1,377 (3,633 ) Valuation allowance (2,998 ) 3,633 Total income tax benefit $ (1,621 ) $ — |
Effect Income Tax Rate Reconciliation | The differences between the income taxes expected at the Federal statutory income tax rate and the reported income tax (benefit) expense is as follows: 2017 2016 Federal statutory rate (34.0 )% (34.0 )% State income taxes, net of federal benefit (6.5 ) (4.6 ) Non-deductible 0.5 1.7 Income tax credits (2.5 ) (3.5 ) Deferred rate change 62.5 — Valuation allowance (31.5 ) 40.4 Effective tax rate (11.5 )% 0.0 % |
Components of Net Deferred Tax Assets | The components of net deferred tax assets are as follows (in thousands): December 31, 2017 2016 Net operating loss carryforwards $ 14,681 $ 17,245 Tax credit carryforwards 1,322 745 Stock-based compensation 1,336 1,891 Licensing deduction deferral 3,393 5,385 Other timing differences 175 262 Gross deferred tax assets 20,907 25,528 Valuation allowance (20,907 ) (25,528 ) Net deferred tax asset $ — $ — |
Nature of Operations - Addition
Nature of Operations - Additional Information (Detail) - Subsequent Events [Member] | Jan. 03, 2018 |
Nature of Operations [Line Items] | |
Stock split description | Company approved a 1-for-10 reverse stock split of the Company's outstanding common stock, which was effected on January 8, 2018. |
Reverse stock split ratio | 0.001 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Liquid instrument maturity period | Three months or less | |
Depreciation and amortization | $ 70,000 | $ 53,000 |
Impairment recognized on investment included in other assets | $ 0 | |
Other (Expense) Income, Net [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Impairment recognized on investment included in other assets | $ 9,000 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash Reported Within Balance Sheet (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 3,581 | $ 12,906 | |
Restricted cash | 50 | 50 | |
Cash, cash equivalents and restricted cash shown in the statement of cash flows | $ 3,631 | $ 12,956 | $ 5,167 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Summary of Depreciation Over Assets Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of assets | 3 years |
Machinery & Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of assets | 5 years |
Furniture & Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of assets | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of assets | 5 years |
MirImmune Inc. Acquisition - Ad
MirImmune Inc. Acquisition - Additional Information (Detail) - USD ($) | Jan. 06, 2017 | Dec. 31, 2017 | Nov. 07, 2017 | Jun. 09, 2017 |
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||||
Number of shares issued in connection with the acquisition of MirImmune Inc. | 275,036 | 275,036 | ||
Holdback of aggregate closing consideration, percentage | 3.00% | |||
Income tax expense (benefit) | $ 1,621,000 | |||
Acquired in-process research and development | 4,696,000 | |||
Shares of common stock to be issued upon milestone | 251,909 | |||
Additional number of common stock to be issued upon milestone percentage | 13.00% | |||
MirImmune, Inc. [Member] | ||||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||||
Income tax expense (benefit) | $ 1,621,000 | |||
Series C Convertible Preferred Stock [Member] | ||||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||||
Number of shares issued in connection with the acquisition of MirImmune Inc. | 1,118,224 | 1,118,224 | ||
Terms of stock conversion ratio | Every ten shares of the Series C Convertible Preferred Stock outstanding were automatically converted into one share of common stock | |||
Stock conversion ratio | 1 | 1 | ||
Preferred Stock, shares issued | 0 | |||
Preferred Stock, shares outstanding | 0 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Compensation and benefits | $ 735 | $ 745 |
Clinical development expenses | 261 | 490 |
Professional fees | 167 | 104 |
Research and development costs | 583 | 276 |
Other | 8 | 10 |
Total accrued expenses | $ 1,754 | $ 1,625 |
Commitments and Contingencies -
Commitments and Contingencies - Future Cash Payments Under Contractual License Obligations (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 200 |
2,019 | 165 |
2,020 | 165 |
2,021 | 165 |
2,022 | 100 |
Thereafter | 700 |
Total | $ 1,495 |
Commitments and Contingencies36
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Lease agreement maturity date | Mar. 31, 2019 | |
Monthly rental expense | $ 9,500 | |
Operating lease expenses | $ 115,000 | $ 117,000 |
Commitments and Contingencies37
Commitments and Contingencies - Future Minimum Payments Under Operating Leases (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 120 |
2,019 | 30 |
Total | $ 150 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Aug. 08, 2017 | Jan. 06, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 07, 2017 | Jun. 09, 2017 | Jan. 05, 2017 | Dec. 18, 2014 |
Class of Stock [Line Items] | ||||||||
Number of common stock issued upon conversion of convertible instrument | 0 | 0 | ||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||
Number of shares issued in connection with the acquisition of MirImmune Inc. | 275,036 | 275,036 | ||||||
Net proceeds from the issuance of common stock | $ 290,000 | $ 10,203,000 | ||||||
Number of common stock, outstanding warrants | 1,408,000 | |||||||
Series B Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of common stock issued upon conversion of convertible instrument | (5,737) | (2,345) | ||||||
Conversion of preferred stock into common shares | 5,737 | 2,345 | ||||||
Preferred stock, shares authorized | 0 | 8,100 | 8,100 | |||||
Series C Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of common stock issued upon conversion of convertible instrument | (1,118,224) | |||||||
Preferred stock, shares authorized | 1,800,000 | 1,800,000 | ||||||
Number of shares issued in connection with the acquisition of MirImmune Inc. | 1,118,224 | 1,118,224 | ||||||
Terms of stock conversion ratio | Every ten shares of the Series C Convertible Preferred Stock outstanding were automatically converted into one share of common stock | |||||||
Shares issued upon conversion | 1 | 1 | ||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of common stock issued upon conversion of convertible instrument | 260,556 | |||||||
Number of shares issued in connection with the acquisition of MirImmune Inc. | 275,036 | |||||||
Common stock, shares issued | 105,000 | 6,500 | ||||||
Common Stock [Member] | Lincoln Park Capital Fund, LLC [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares issued | 45,000 | 60,000 | 6,500 | |||||
Net proceeds from the issuance of common stock | $ 290,000 | $ 152,000 | ||||||
Cost of capital, value per share | $ 5.80 | |||||||
Common Stock [Member] | Lincoln Park Capital Fund, LLC [Member] | Maximum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Potential consideration under purchase agreement | 15,000,000 | 10,800,000 | ||||||
Common Stock [Member] | Series B Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of common stock issued upon conversion of convertible instrument | 637,445 | 260,555 | ||||||
Common Stock [Member] | Series C Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of common stock issued upon conversion of convertible instrument | 111,822 | |||||||
Warrants With Exercise Price $390.00 [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Exercise prices | $ 390 | |||||||
Number of common stock, outstanding warrants | 46 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Warrants Outstanding (Detail) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Number of Shares Underlying Warrants | 1,408,000 |
Warrants With Exercise Price $52.00 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise prices | $ / shares | $ 52 |
Number of Shares Underlying Warrants | 130,007 |
Expiration | Jun. 2, 2020 |
2016 Warrants With Exercise Price $9.00 [Member] | |
Class of Warrant or Right [Line Items] | |
Exercise prices | $ / shares | $ 9 |
Number of Shares Underlying Warrants | 1,277,993 |
Expiration | Dec. 21, 2021 |
Net Loss per Share Attributab40
Net Loss per Share Attributable to Common Stockholders - Common Shares Excluded from the Calculation of Net Loss per Common Share Attributable to Common Stockholders (Detail) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total amount of anti-dilutive securities excluded from computation of earnings per share | 1,458,156 | 2,082,934 |
Series B Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total amount of anti-dilutive securities excluded from computation of earnings per share | 0 | 637,444 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total amount of anti-dilutive securities excluded from computation of earnings per share | 50,156 | 37,444 |
Warrants to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total amount of anti-dilutive securities excluded from computation of earnings per share | 1,408,000 | 1,408,046 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Shares reserved for issuance | 125,000 | 125,000 | |
Purchase of common stock | 50,156 | 50,156 | 37,444 |
Shares of common stock available for future grants | 74,824 | 74,824 | |
Expiration period of Option | 10 years | ||
Vesting period of option | 4 years | ||
Weighted average grant date fair value per share of options granted | $ 4.90 | $ 21.50 | |
Stock-based compensation expense | $ 22,000 | ||
Stock-based compensation expense tax benefit | 0 | ||
Unrecognized share based compensation expense on unvested stock option | $ 157,000 | $ 157,000 | |
Unrecognized share based compensation expense on unvested stock option period of recognition | 1 year 8 months 12 days |
Stock-based Compensation - Sche
Stock-based Compensation - Schedule of Assumptions Used to Determine Fair Value of Option Grants (Detail) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, Minimum | 1.73% | 1.18% |
Risk-free interest rate, Maximum | 2.49% | 2.02% |
Expected volatility, Minimum | 82.99% | 79.42% |
Expected volatility, Maximum | 123.01% | 116.88% |
Weighted average expected volatility | 84.65% | 89.12% |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected lives (in years) | 5 years 2 months 12 days | 5 years 2 months 12 days |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected lives (in years) | 10 years | 10 years |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Option Activity (Detail) | 12 Months Ended |
Dec. 31, 2017USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Total Number of Shares, Beginning Balance | shares | 37,444 |
Total Number of Shares, Granted | shares | 33,038 |
Total Number of Shares, Exercised | shares | 0 |
Total Number of Shares, Cancelled | shares | (20,326) |
Total Number of Shares, Ending Balance | shares | 50,156 |
Total Number of Shares, Exercisable | shares | 33,913 |
Weighted-Average Exercise Price Per Share, Beginning Balance | $ / shares | $ 272.90 |
Weighted-Average Exercise Price Per Share, Granted | $ / shares | 6.90 |
Weighted-Average Exercise Price Per Share, Exercised | $ / shares | 0 |
Weighted-Average Exercise Price Per Share, Cancelled | $ / shares | 39.50 |
Weighted-Average Exercise Price Per Share, Ending Balance | $ / shares | 192.30 |
Weighted-Average Exercise Price Per Share, Exercisable | $ / shares | $ 275.30 |
Weighted-Average Remaining Contractual Term, Ending Balance | 6 years 7 months 13 days |
Weighted-Average Remaining Contractual Term, Exercisable | 5 years 6 months 10 days |
Aggregate Intrinsic Value, Ending Balance | $ | $ 0 |
Aggregate Intrinsic Value, Exercisable | $ | $ 0 |
Stock-based Compensation - Deta
Stock-based Compensation - Details of Stock-based Compensation Expense Recorded (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | $ 314 | $ 756 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | 89 | 243 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation | $ 225 | $ 513 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Line Items] | |||
Federal statutory rate | 34.00% | 34.00% | |
Decrease in deferred tax assets due to change in tax act | $ 8,800,000 | ||
Income tax benefit | 1,621,000 | ||
Increase (decrease) in valuation allowance due to tax rate change in 2017 | $ 4,621,000 | $ (3,633,000) | |
Expiration of carry forwards loss | 2,037 | ||
Research tax credit expiration period | 2,037 | ||
Liability for uncertain tax positions | $ 0 | $ 0 | |
MirImmune, Inc. [Member] | |||
Income Tax Disclosure [Line Items] | |||
Income tax benefit | 1,621,000 | ||
Scenario, Forecast [Member] | |||
Income Tax Disclosure [Line Items] | |||
Federal statutory rate | 21.00% | ||
Federal Income Tax [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards | 55,000,000 | ||
Research tax credit | 937,000 | ||
State Income Tax [Member] | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards | 48,000,000 | ||
Research tax credit | $ 488,000 | ||
Earliest Tax Year [Member] | |||
Income Tax Disclosure [Line Items] | |||
Open tax year subject to tax examination | 2,012 | ||
Latest Tax Year [Member] | |||
Income Tax Disclosure [Line Items] | |||
Open tax year subject to tax examination | 2,017 |
Income Taxes - Components of Fe
Income Taxes - Components of Federal and State Income Tax Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Total current | 0 | 0 |
Deferred | ||
Federal | 2,945 | (2,892) |
State | (1,568) | (741) |
Total deferred | 1,377 | (3,633) |
Valuation allowance | (2,998) | $ 3,633 |
Total income tax benefit | $ (1,621) |
Income Taxes - Effect Income Ta
Income Taxes - Effect Income Tax Rate Reconciliation (Detail) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | (34.00%) | (34.00%) |
State income taxes, net of federal benefit | (6.50%) | (4.60%) |
Non-deductible expenses | 0.50% | 1.70% |
Income tax credits | (2.50%) | (3.50%) |
Deferred rate change | 62.50% | |
Valuation allowance | (31.50%) | 40.40% |
Effective tax rate | (11.50%) | 0.00% |
Income Taxes - Components of Ne
Income Taxes - Components of Net Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 14,681 | $ 17,245 |
Tax credit carryforwards | 1,322 | 745 |
Stock-based compensation | 1,336 | 1,891 |
Licensing deduction deferral | 3,393 | 5,385 |
Other timing differences | 175 | 262 |
Gross deferred tax assets | 20,907 | 25,528 |
Valuation allowance | (20,907) | (25,528) |
Net deferred tax asset | $ 0 | $ 0 |
License Agreements - Additional
License Agreements - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Advirna LLC [Member] | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |
Royalty percentage on future licensing revenue | 1.00% |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Jan. 01, 2018 | Aug. 08, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | ||||
Net proceeds from the issuance of common stock | $ 290,000 | $ 10,203,000 | ||
Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares issued | 105,000 | 6,500 | ||
Common Stock [Member] | Lincoln Park Capital Fund, LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares issued | 45,000 | 60,000 | 6,500 | |
Net proceeds from the issuance of common stock | $ 290,000 | $ 152,000 | ||
Subsequent Events [Member] | Common Stock [Member] | Lincoln Park Capital Fund, LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares issued | 225,000 | |||
Net proceeds from the issuance of common stock | $ 788,000 |