Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 15, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | Jaguar Animal Health, Inc. | |
Entity Central Index Key | 1,585,608 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 11,121,408 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 3,875,044 | $ 7,697,531 |
Accounts receivable | 19,112 | 55,867 |
Due from former parent | 3,199 | |
Inventory | 276,624 | 229,871 |
Deferred offering costs | 143,231 | |
Prepaid expenses | 850,230 | 324,083 |
Total current assets | 5,021,010 | 8,453,782 |
Property and equipment, net | 916,007 | 829,232 |
Restricted cash | 1,144,297 | 3,000,000 |
Other assets | 122,163 | 122,163 |
Total assets | 7,203,477 | 12,405,177 |
Current liabilities: | ||
Accounts payable | 413,816 | 574,462 |
License fee payable to former parent | 425,000 | |
Deferred revenue | 262,666 | 251,936 |
Convertible notes payable | 150,000 | 150,000 |
Accrued expenses | 653,744 | 798,434 |
Current portion of long-term debt | 1,465,713 | 1,707,899 |
Total current liabilities | 2,945,939 | 3,907,731 |
Long-term debt, net of discount | 2,685,580 | 4,095,028 |
Deferred rent | 6,642 | 3,321 |
Total liabilities | 5,638,161 | 8,006,080 |
Commitments and Contingencies (See note 6) | ||
Stockholders' Equity | ||
Common stock: $0.0001 par value, 50,000,000 shares authorized at June 30, 2016 and December 31, 2015; 10,821,408 and 8,124,923 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively. | 1,082 | 812 |
Additional paid-in capital | 34,908,241 | 30,100,613 |
Accumulated deficit | (33,344,007) | (25,702,328) |
Total stockholders' equity | 1,565,316 | 4,399,097 |
Total liabilities, convertible preferred stock and stockholders' equity | $ 7,203,477 | $ 12,405,177 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 10,821,408 | 8,124,923 |
Common stock, shares outstanding | 10,821,408 | 8,124,923 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue | ||||
Revenue | $ 24,143 | $ 63,142 | $ 62,289 | $ 125,529 |
Operating Expenses | ||||
Cost of revenue | 8,641 | 16,957 | 27,009 | 51,255 |
Research and development expense | 1,953,647 | 1,751,288 | 3,705,388 | 3,174,331 |
Sales and marketing expense | 54,050 | 163,227 | 218,463 | 353,530 |
General and administrative expense | 1,416,159 | 1,300,156 | 3,204,544 | 2,393,843 |
Total operating expenses | 3,432,497 | 3,231,628 | 7,155,404 | 5,972,959 |
Loss from operations | (3,408,354) | (3,168,486) | (7,093,115) | (5,847,430) |
Interest expense, net | (254,758) | (1,936,611) | (538,994) | (2,869,643) |
Other income/(expense) | 5,637 | 15,523 | (9,570) | 18,632 |
Change in fair value of warrants | (173,101) | (501,617) | ||
Net loss and comprehensive loss | (3,657,475) | (5,262,675) | (7,641,679) | (9,200,058) |
Accretion of redeemable convertible preferred stock | (159,288) | (346,374) | ||
Net loss attributable to common stockholders | $ (3,657,475) | $ (5,421,963) | $ (7,641,679) | $ (9,546,432) |
Net loss per share attributable to common stockholders, basic and diluted (in dollars per share) | $ (0.35) | $ (1) | $ (0.78) | $ (2.30) |
Weighted-average common shares outstanding, basic and diluted (in shares) | 10,314,106 | 5,410,661 | 9,810,730 | 4,149,502 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN COMMON STOCK, CONVERTIBLE PREFERRED STOCK (Series A Redeemable Convertible Preferred Stock) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2015 | |
Increase (decrease) in temporary equity | |||
Conversion of preferred stock into common stock upon initial public offering | $ 7,651,288 | $ 7,651,288 | |
Deemed dividends on Series A | $ 85,763 | 263,060 | |
Series A redeemable convertible preferred stock | |||
Increase (decrease) in temporary equity | |||
Beginning Balance | $ 7,304,914 | $ 7,304,914 | |
Beginning Balance (in shares) | 3,015,902 | 3,015,902 | |
Conversion of preferred stock into common stock upon initial public offering | $ (7,651,288) | ||
Conversion of preferred stock into common stock upon initial public offering (in shares) | (3,015,902) | ||
Deemed dividends on Series A | $ 263,060 | ||
Accretion of issuance costs | $ 73,525 | $ 83,334 | $ 83,314 |
CONDENSED STATEMENT OF CHANGES6
CONDENSED STATEMENT OF CHANGES IN COMMON STOCK, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock | Additional paid-in capital | Accumulated deficit | Total |
Balance at Dec. 31, 2014 | $ 288 | $ 1,175,242 | $ (9,410,778) | $ (8,235,248) |
Balance (in shares) at Dec. 31, 2014 | 2,874,330 | |||
Increase (decrease) in Stockholders' Equity (Deficit) | ||||
2015: Issuance of common stock in initial public offering, net of discounts and commissions of $1,209,802, offering costs of $2,897,825 and offering costs in the form of common stock warrants of $400,400. 2016: Issuance of common stock in a secondary public offering net of discounts and commissions of $373,011 and offering costs of $496,887. | $ 286 | 15,511,974 | 15,512,260 | |
Shares issued (in shares) | 2,860,000 | |||
Warrant, issued in conjunction with the initial public offering | 400,400 | 400,400 | ||
Conversion of preferred stock into common stock upon initial public offering | $ 201 | 7,651,087 | 7,651,288 | |
Conversion of preferred stock into common stock upon initial public offering (in shares) | 2,010,596 | |||
Conversion of preferred stock warrant liability into additional paid-in capital | 1,150,985 | 1,150,985 | ||
Conversion of convertible notes payable | $ 37 | 2,099,963 | 2,100,000 | |
Conversion of convertible notes payable (in shares) | 374,997 | |||
Beneficial conversion feature on notes payable | 1,202,521 | 1,202,521 | ||
Deemed dividends on Series A | (263,060) | (263,060) | ||
Accretion of issuance costs | (83,314) | (83,314) | ||
Napo license fee abatement | 250,000 | 250,000 | ||
Issuance of common stock upon exercise of stock options | 12,650 | 12,650 | ||
Issuance of common stock upon exercise of stock options (in shares) | 5,000 | |||
Stock-based compensation | 992,165 | 992,165 | ||
Net and comprehensive loss | (16,291,550) | (16,291,550) | ||
Balance at Dec. 31, 2015 | $ 812 | 30,100,613 | (25,702,328) | 4,399,097 |
Balance (in shares) at Dec. 31, 2015 | 8,124,923 | |||
Increase (decrease) in Stockholders' Equity (Deficit) | ||||
2015: Issuance of common stock in initial public offering, net of discounts and commissions of $1,209,802, offering costs of $2,897,825 and offering costs in the form of common stock warrants of $400,400. 2016: Issuance of common stock in a secondary public offering net of discounts and commissions of $373,011 and offering costs of $496,887. | $ 200 | 4,129,902 | 4,130,102 | |
Shares issued (in shares) | 2,000,000 | |||
Issuance of common stock in a private investment in public entities offering, net of offering costs of $51,268. | $ 68 | 448,664 | 448,732 | |
Shares issued (in shares) | 678,889 | |||
Issuance of common stock in exchange for vested restricted stock units | $ 2 | (2) | ||
Issuance of common stock in exchange for vested restricted stock units (in shares) | 17,596 | |||
Stock-based compensation | 229,064 | 229,064 | ||
Net and comprehensive loss | (7,641,679) | (7,641,679) | ||
Balance at Jun. 30, 2016 | $ 1,082 | $ 34,908,241 | $ (33,344,007) | $ 1,565,316 |
Balance (in shares) at Jun. 30, 2016 | 10,821,408 |
CONDENSED STATEMENT OF CHANGES7
CONDENSED STATEMENT OF CHANGES IN COMMON STOCK, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) | Feb. 08, 2016 | May 18, 2015 | Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Stock Transactions, Parenthetical Disclosures | |||||
Net proceeds from issuance of common stock | $ 4,130,102 | ||||
Warrant, issued in conjunction with the initial public offering | $ 400,400 | ||||
Common Stock | |||||
Stock Transactions, Parenthetical Disclosures | |||||
Shares issued (in shares) | 2,000,000 | 2,860,000 | |||
Common Stock | Underwriters' over-allotment option | Warrants to purchase common stock | |||||
Stock Transactions, Parenthetical Disclosures | |||||
Warrant, issued in conjunction with the initial public offering | $ 400,400 | ||||
Common Stock | IPO | |||||
Stock Transactions, Parenthetical Disclosures | |||||
Shares issued (in shares) | 2,860,000 | ||||
Underwriting discounts and commissions | $ 1,200,000 | 1,209,802 | |||
Offering costs | $ 2,900,000 | $ 2,897,825 | |||
Common Stock | Secondary public offering | |||||
Stock Transactions, Parenthetical Disclosures | |||||
Net proceeds from issuance of common stock | $ 4,100,000 | ||||
Shares issued (in shares) | 2,000,000 | ||||
Underwriting discounts and commissions | $ 373,011 | $ 373,011 | |||
Offering costs | $ 496,887 | $ 496,887 | |||
Common Stock | Private investment | |||||
Stock Transactions, Parenthetical Disclosures | |||||
Net proceeds from issuance of common stock | $ 448,732 | ||||
Shares issued (in shares) | 222,222 | ||||
Secondary Public Offering (in dollars per share) | $ 2.25 | $ 2.25 | |||
Underwriting discounts and commissions | $ 51,268 | ||||
Offering costs | $ 51,268 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash Flows from Operating Activities | ||
Net loss | $ (7,641,679) | $ (9,200,058) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 17,432 | |
Materials cost in connection with license activity | 6,287 | |
Stock-based compensation | 229,064 | 627,847 |
Amortization of debt issuance costs and debt discount | 269,019 | 2,506,498 |
Change in fair value of warrants | 501,617 | |
Changes in assets and liabilities | ||
Accounts receivable - trade | 36,755 | (29,387) |
Inventory | (46,753) | (108,695) |
Prepaid expenses | (526,147) | (124,944) |
Other long-term assets | (122,163) | |
Due from parent | 3,199 | (21,815) |
Deferred revenue | 10,730 | 349,791 |
Deferred rent | 3,321 | |
License fee payable | (425,000) | (175,000) |
Accounts payable | (115,306) | (370,984) |
Accrued expenses | (117,690) | (869,580) |
Total cash used in operations | (8,303,055) | (7,030,586) |
Cash Flows from Investing Activities | ||
Purchase of equipment | (98,266) | |
Change in restricted cash | 1,855,703 | |
Total cash provided by investing activities | 1,757,437 | |
Cash Flows from Financing Activities | ||
Repayment of long-term debt | (1,855,703) | |
Proceeds from issuance of redeemable convertible notes payable, net | 1,250,000 | |
Repayment of convertible notes payable | (100,000) | |
Repayment of notes payable | (1,000,000) | |
Proceeds from issuance of common stock in initial public offering, net of commissions and discounts | 18,810,484 | |
Deferred offering costs | (396,012) | |
Proceeds from issuance of common stock in a follow-on secondary offering, net of commissions and discounts | 4,130,102 | |
Proceeds from issuance of common stock in a private investment in public entities, net of offering costs | 448,732 | |
Total cash provided by financing activities | 2,723,131 | 18,564,472 |
Net increase (decrease) in cash and cash equivalents | (3,822,487) | 11,533,886 |
Cash and cash equivalents, beginning of period | 7,697,531 | 845,192 |
Cash and cash equivalents, end of period | 3,875,044 | 12,379,078 |
Supplemental Schedule of Non-Cash Financing and Investing Activities | ||
Interest paid on long-term debt | 277,959 | |
Offering costs not paid during the period | 1,401,253 | |
Warrants issued in connection with convertible notes payable | 47,479 | |
Accretion of redeemable convertible preferred stock | 346,374 | |
Abatement of license fee payable to Napo | 250,000 | |
Conversion of convertible preferred stock to common stock | 7,651,288 | |
Conversion of preferred stock warrant liability to common stock warrants | 1,150,985 | |
Conversion of convertible notes to common stock | $ 2,100,000 | |
Fixed assets in accounts payable | 5,941 | |
Offering costs in accounts payable | (116,231) | |
Offering costs in accrued liabilities | $ (27,000) |
Organization and Business
Organization and Business | 6 Months Ended |
Jun. 30, 2016 | |
Organization and Business | |
Organization and Business | 1. Organization and Business Jaguar Animal Health, Inc. (“Jaguar” or the “Company”) was incorporated on June 6, 2013 (inception) in Delaware. The Company was a majority-owned subsidiary of Napo Pharmaceuticals, Inc. (“Napo” or the “Former Parent”) until the close of the Company’s initial public offering on May 18, 2015. The Company was formed to develop and commercialize first-in-class gastrointestinal products for companion and production animals and horses. The Company’s first commercial product, Neonorm Calf, was launched in 2014. The Company launched a second commercial product, Neonorm Foal, in the first quarter of 2016. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding in order to timely compete the development and commercialization of products. The Company operates in one segment and is headquartered in San Francisco, California. On June 11, 2013, Jaguar issued 2,666,666 shares of common stock to Napo in exchange for cash and services. On July 1, 2013, Jaguar entered into an employee leasing and overhead agreement (the “Service Agreement”) with Napo, under which Napo agreed to provide the Company with the services of certain Napo employees for research and development and the general administrative functions of the Company. On January 27, 2014, Jaguar executed an intellectual property license agreement with Napo pursuant to which Napo transferred fixed assets and development materials, and licensed intellectual property and technology to Jaguar. On February 28, 2014, the Service Agreement terminated and the associated employees became employees of Jaguar effective March 1, 2014. See Note 9 for additional information regarding the capital contributions and Note 4 for the Service Agreement and license agreement details. Reverse Stock Split In October 2014, the Board of Directors and stockholders approved a 1-for-1.5 reverse stock split (the “Reverse Split”) of the Company’s outstanding shares of common stock and increased the number of authorized shares of common stock from 10,000,000 shares to 15,000,000 shares. The Company effected the Reverse Split on October 27, 2014. Under the terms of the Reverse Split, each share of common stock, issued and outstanding as of such effective date, was automatically reclassified and changed into two-thirds of one share of common stock, without any action by the stockholder. Fractional shares were rounded down to the nearest whole share. All share and per share amounts have been restated to reflect the Reverse Split. Initial Public Offering On May 18, 2015, the Company completed an initial public offering (“IPO”) of its common stock. In connection with its IPO, the Company issued and sold 2,860,000 shares of common stock at a price to the public of $7.00 per share. As a result of the IPO, the Company received $15.9 million in net proceeds, after deducting underwriting discounts and commissions of $1.2 million and offering expenses of $2.9 million ($3.3 million including non-cash offering expenses) payable by the Company. In connection with the IPO, the Company’s outstanding shares of convertible preferred stock were automatically converted into 2,010,596 shares of common stock and the Company’s outstanding warrants to purchase convertible preferred stock were all converted to warrants to purchase common stock. Secondary Public Offering On February 8, 2016, the Company completed a secondary public offering of its common stock. In connection with its secondary public offering, the Company issued and sold 2,000,000 shares of common stock at a price to the public of $2.50 per share. As a result of the secondary public offering, the Company received $4.1 million in net proceeds, after deducting underwriting discounts and commissions of $373,011 and offering expenses of $496,887. Liquidity The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has incurred recurring operating losses since inception and has an accumulated deficit of $33,344,007 as of June 30, 2016. The Company expects to incur substantial losses in future periods. Further, the Company’s future operations are dependent on the success of the Company’s ongoing development and commercialization efforts. There is no assurance that profitable operations, if ever achieved, could be sustained on a continuing basis. The Company plans to finance its operations and capital funding needs through equity and/or debt financing as well as revenue from future product sales. However, there can be no assurance that additional funding will be available to the Company on acceptable terms on a timely basis, if at all, or that the Company will generate sufficient cash from operations to adequately fund operating needs or ultimately achieve profitability. If the Company is unable to obtain an adequate level of financing needed for the long-term development and commercialization of its products, the Company will need to curtail planned activities and reduce costs. Doing so will likely have an adverse effect on the Company’s ability to execute on its business plan. These matters raise substantial doubt about the ability of the Company to continue in existence as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties. In June 2016, the Company entered into a common stock purchase agreement with a private investor (the “Common Stock Purchase Agreement”), which provides that, upon the terms and subject to the conditions and limitations set forth therein, the investor is committed to purchase up to an aggregate of $15.0 million of the Company’s common stock over the approximately 30-month term of the agreement. Upon execution of the Common Stock Purchase Agreement, the Company sold 222,222 shares of its common stock to the investor at $2.25 per share for net proceeds of $448,732, reflecting gross proceeds of $500,000 and offering expenses of $51,268. In consideration for entering into the Common Stock Purchase Agreement, the Company issued 456,667 shares of its common stock to the investor. Concurrently with entering into the Common Stock Purchase Agreement, the Company also entered into a registration rights agreement with the investor (the “Registration Agreement”), in which the Company agreed to file one or more registration statements, as permissible and necessary to register under the Securities Act of 1933, as amended, the sale of the shares of the Company’s common stock that have been and may be issued to the investor under the Common Stock Purchase Agreement. On June 22, 2016, the Company filed a registration statement on Form S-1 (File No. 333-212173) pursuant to the terms of the Registration Agreement, which registration statement was declared effective on July 8, 2016. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its financial statements and the accompanying notes. The accounting policies that reflect the Company’s more significant estimates and judgments and that the Company believes are the most critical to aid in fully understanding and evaluating its reported financial results are valuation of stock options; valuation of warrant liabilities; impairment of long lived assets; useful lives for depreciation; valuation adjustments for excess and obsolete inventory; deferred taxes and valuation allowances on deferred tax assets; and evaluation and measurement of contingencies. Those estimates could change, and as a result, actual results could differ materially from those estimates. Concentration of Credit Risk and Cash and Cash Equivalents The financial instrument that potentially subjects the Company to a concentration of credit risk is that is held at a financial institution of high credit standing. Cash is generally in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Therefore, the Company is exposed to credit risk in the event that the balances exceed FDIC insurance limits. The carrying value of cash approximates fair value at June 30, 2016 and December 31, 2015. Fair Values The Company’s financial instruments include, cash and cash equivalents, accounts payable, accrued expenses, amounts due to Napo, the former parent, warrant liabilities, and debt. Cash is reported at fair value. The recorded carrying amount of accounts payable, accrued expenses and amounts due to Napo approximates their fair value due to their short-term nature. The carrying value of the interest-bearing debt approximates fair value based upon the borrowing rates currently available to the Company for bank loans with similar terms and maturities. See Note 3 for the fair value measurements, and Note 7 for the fair value of the Company’s warrant liabilities. Restricted Cash On August 18, 2015, the Company entered into a long-term loan and security agreement with a lender for up to $8.0 million, which provided for an initial loan commitment of $6.0 million. The loan agreement required the Company to maintain a base minimum cash balance of $4.5 million until the Company met certain milestones and/or when the Company begins making principal payments. On December 22, 2015, the Company achieved certain milestones and the base minimum cash balance was reduced to $3.0 million. On March 1, 2016, the restricted cash balance was further reduced by a $178,740 principal loan payment, resulting in a restricted cash balance of $2,821,260 at March 31, 2016. On April 1, 2016, the restricted cash balance was further reduced by a $176,963 principal loan payment. On April 21, 2016, the loan and security agreement was amended upon which the Company repaid $1.5 million of the debt out of restricted cash resulting in a restricted cash balance of $1,144,297 at June 30, 2016. The amendment modified the repayment amortization schedule providing a four-month period of interest-only payments for the period from May through August 2016. Inventories Inventories are stated at the lower of cost or market. The Company calculates inventory valuation adjustments when conditions indicate that the net realizable value is less than cost due to physical deterioration, usage, obsolescence, reductions in estimated future demand or reduction in selling price. Inventory write-downs are measured as the difference between the cost of inventory and estimated net realizable value. There have been no write-downs to date. Property and Equipment Equipment is stated at cost, less accumulated depreciation. Equipment begins to be depreciated when it is placed into service. Depreciation is calculated using the straight-line method over the estimated useful lives of 3 to 10 years. Expenditures for repairs and maintenance of assets are charged to expense as incurred. Costs of major additions and betterments are capitalized and depreciated on a straight-line basis over their estimated useful lives. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts and any resulting gain or loss is included in income (loss) from operations. Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of all of its long-lived assets, including property and equipment to determine whether indicators of impairment may exist that warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objectives. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount over the asset’s fair value. The Company has not recognized any impairment losses through June 30, 2016. Research and Development Expense Research and development expense consists of expenses incurred in performing research and development activities including related salaries, clinical trial and related drug and non-drug product costs, contract services and other outside service expenses. Research and development expense is charged to operating expense in the period incurred. Revenue Recognition Sales to distributors are made under agreements that may provide distributor price adjustments and rights of return under certain circumstances. Until the Company develops sufficient sales history and pipeline visibility, revenue and costs of distributor sales will be deferred until products are sold by the distributor to the distributor’s customers. Revenue recognition depends on notification either directly from the distributor that product has been sold to the distributor’s customer, when the Company has access to the data. Deferred revenue on shipments to distributors reflect the estimated effects of distributor price adjustments, if any, and the estimated amount of gross margin expected to be realized when the distributor sells through product purchased from the Company. Accounts receivable from distributors are recognized and included in deferred revenue when shipped to the distributor. Inventory is relieved and revenue recognized upon shipment by the distributor to their customer. The Company had revenues of $24,143 and $62,289 for the three and six months ended June 30, 2016, and $63,142 and $125,529 for the three and six months ended June 30, 2015. Stock-Based Compensation The Company’s 2013 Equity Incentive Plan and 2014 Stock Incentive Plan (see Note 10) provides for the grant of stock options, restricted stock and restricted stock unit awards. The Company measures stock awards granted to employees and directors at fair value on the date of grant and recognizes the corresponding compensation expense of the awards, net of estimated forfeitures, over the requisite service periods, which correspond to the vesting periods of the awards. The Company issues stock awards with only service-based vesting conditions, and records compensation expense for these awards using the straight-line method. The fair value of stock awards is based on the quoted price of our common stock on the grant date. Classification of Securities The Company applies the principles of ASC 480-10 “Distinguishing Liabilities from Equity” and ASC 815-40 “Derivatives and Hedging—Contracts in Entity’s Own Equity” to determine whether financial instruments such as warrants, contingently issuable shares and shares subject to repurchase should be classified as liabilities or equity and whether beneficial conversion features exist. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties. Comprehensive Loss Comprehensive loss is defined as changes in stockholders’ equity (deficit) exclusive of transactions with owners (such as capital contributions and distributions). For the three and six months ended June 30, 2016 and 2015 there was no difference between net loss and comprehensive loss. Segment Data The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company is an animal health company focused on developing and commercializing prescription and non-prescription products for companion and production animals. Basic and Diluted Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders for the period by the weighted-average number of common shares, including potential dilutive shares of common stock assuming the dilutive effect of potential dilutive securities. For periods in which the Company reports a net loss, diluted net loss per common share is the same as basic net loss per common share, because their impact would be anti-dilutive to the calculation of net loss per common share. Diluted net loss per common share is the same as basic net loss per common share for the three and six months ended June 30, 2016 and 2015. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which provides guidance for accounting for leases. Under ASU 2016-02, the Company will be required to recognize the assets and liabilities for the rights and obligations created by leased assets. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We are currently evaluating the impact of the adoption of ASU 2016-02 on our consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740), which simplifies the presentation of deferred income taxes. Under ASU 2015-17, deferred tax assets and liabilities are required to be classified as noncurrent, eliminating the prior requirement to separate deferred tax assets and liabilities into current and noncurrent. The new guidance is effective for the Company beginning on January 1, 2017, with early adoption permitted. The standard may be adopted prospectively or retrospectively to all periods presented. The Company is currently assessing the timing of adoption of the new guidance, but does not expect it will have a material impact on the Company’s Consolidated Financial Statements. In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, to simplify the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability. ASU 2015-03 will be effective for the Company beginning in its first quarter of 2016, however early adoption is permitted for financial statements that have not been previously issued. The guidance is to be applied retrospectively to all periods presented. We adopted ASU 2015-03 on December 31, 2015. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40)—Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, which provides guidance regarding management’s responsibility to assess whether substantial doubt exists regarding the ability to continue as a going concern and to provide related footnote disclosures. In connection with preparing financial statements for each annual and interim reporting period, management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). This ASU is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its financial statements. In June 2014, the FASB issued ASU No. 2014-12, “Compensation—Stock Compensation (Topic 718)”, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This guidance will be effective for annual periods (and interim periods within those annual periods) beginning after December 15, 2015. The Company implemented this guidance for all interim and annual periods beginning after December 15, 2015. The adoption of this guidance did not have an impact on the Company’s financial condition, results of operations or cash flows. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” The objective of ASU 2014-19 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle of the new standard is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is effective for annual reporting periods beginning after December 15, 2016 and allows for prospective or retrospective application. The Company is evaluating the new guidance and has not determined the impact this pronouncement will have on its financial statements. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Measurements | |
Fair Value Measurements | 3. Fair Value Measurements ASC 820 “Fair Value Measurements,” defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: · Level 1—Quoted prices in active markets for identical assets or liabilities; · Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and · Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The following table presents information about the Company’s liability that is measured at fair value on a recurring basis as of June 30, 2016 and 2015 and indicates the fair value hierarchy of the valuation: Level 1 Level 2 Level 3 Total As of June 30, 2016 Warrant Liability $ — $ — $ — $ — Level 1 Level 2 Level 3 Total As of June 30, 2015 Warrant Liability $ — $ — $ — $ — The change in the estimated fair value of the warrant liability is summarized below: Beginning Value of Warrant Liability Issuance of Common Stock Warrants Change in Fair Value of Level 3 Liability Conversion into Additional Paid-in Capital Ending Fair Value of Level 3 Liability For the six months ended June 30, 2016 — — — — — For the six months ended June 30, 2015 $ $ $ ) $ — The change in the fair value of the level 3 warrant liability is reflected in the statement of operations and comprehensive loss for the six months ended June 30, 2015. There were no assets or liabilities measured at fair value on a recurring basis at June 30, 2016. |
License Agreement
License Agreement | 6 Months Ended |
Jun. 30, 2016 | |
License Agreement | |
License Agreement | 4. License Agreement On July 11, 2013, Jaguar entered into an option to license Napo’s intellectual property and technology (the “Option Agreement”). Under the Option Agreement, upon the payment of $100,000 in July 2013, the Company obtained an option for a period of two years to execute an exclusive worldwide license to Napo’s intellectual property and technology to use for the Company’s animal health business. The option price was creditable against future license fees to be paid to Napo under the License Agreement (as defined below). In January 2014, the Company exercised its option and entered into a license agreement (the “License Agreement”) with Napo for an exclusive worldwide license to Napo’s intellectual property and technology to permit the Company to develop, formulate, manufacture, market, use, offer for sale, sell, import, export, commercialize and distribute products for veterinary treatment uses and indications for all species of animals. The Company was originally obligated to pay a one-time non-refundable license fee of $2,000,000, less the option fee of $100,000. At the Company’s option, the license fee could have been paid in common stock. Milestone payments aggregating $3,150,000 may also be due to Napo based on regulatory approvals of various veterinary products. In addition to the milestone payments, the Company will owe Napo an 8% royalty on annual net sales of products derived from the Croton lechleri tree, up to $30,000,000 and then, a royalty of 10% on annual net sales of $30,000,000 or more. Additionally, if any other products are developed, the Company will owe Napo a 2% royalty on annual net sales of pharmaceutical prescription products that are not derived from Croton lechleri and a 1% royalty on annual net sales of nonprescription products that are not derived from Croton lechleri . The royalty term expires at the longer of 10 years from the first sale of each individual product or when there is no longer a valid patent claim covering any of the products and a competitive product has entered the market. However, because an IPO of at least $10,000,000 was consummated prior to December 31, 2015, the royalty was reduced to 2% of annual net sales of its prescription products derived from Croton lechleri and 1% of net sales of its nonprescription products derived from Croton lechleri and no milestone payment will be due and no royalties will be owed on any additional products developed. The Company incurred $191 and $844 in royalties for the three and six months ended June 30, 2016 and $36,163 and $38,746 for the three and six months ended June 30, 2015, which is included in sales and marketing expense in the Company’s statement of operations and comprehensive loss. The Company’s unpaid royalties total $0 and $2,810 at June 30, 2016 and December 31, 2015, respectively, which is included in accrued liabilities in the Company’s balance sheet. In addition to receiving a License Agreement to Napo’s intellectual property and technology, the License also transferred to the Company certain materials and equipment. Materials transferred from Napo have been included in research and development expense on the statements of operations and comprehensive loss during the year ended December 31, 2014. Equipment of $811,087 related to the License is included in property and equipment on the Company’s balance sheet at June 30, 2016 and December 31, 2015 at the cost paid by Napo, which approximates fair value. Some of the equipment was placed into service in November of 2015, and the Company has booked $6,568 and $13,136 in depreciation expense for the three and six months ended June 30, 2016, which is included in research and development expense in the Company’s statement of operations and comprehensive loss. The Company has agreed under the License Agreement to defend, indemnify and hold Napo, its affiliates, and the officers, directors, employees, consultants and contractors of Napo harmless from and against any losses, costs, damages, liabilities, fees and expenses arising out of any third-party claim related to the Company’s gross negligence, breach of covenants or the manufacture, sale or use of the product or products. In January 2015, the License Agreement was amended to decrease the one-time non-refundable license fee payable from $2,000,000 to $1,750,000 in exchange for acceleration of the payment of the fee. In 2015, payments totalling $1.2 million were made, and the balance of $425,000 was paid in March of 2016. The License Fee Payable of $0 and $425,000 is included in the Company’s balance sheet at June 30, 2016 and December 31, 2015, respectively. Additionally, the terms of the License Agreement were amended to require the mutual agreement of the parties for payment of the license fee to be remitted in the form of the Company’s common stock. The Company may also, at its sole discretion, elect to remit any milestone payments and/or royalties in the form of the Company’s common stock. Given that Napo is a significant shareholder of the Company, the abatement of the license fee amount has been recorded as a capital contribution in the accompanying condensed financial statements. |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2016 | |
Balance Sheet Components | |
Balance Sheet Components | 5. Balance Sheet Components Property and Equipment Property and equipment at June 30, 2016 and December 31, 2015 consisted of the following: June 30, December 31, 2016 2015 Lab equipment Clinical equipment Software — Work in-process — Total property and equipment at cost Accumulated depreciation ) ) Property and equipment, net Depreciation expense for the three and six month periods ended June 30, 2016 and 2015 was as follows: Three months ended Six months ended June 30, June30, 2016 2015 2016 2015 Depreciation - Lab Equipment - research and developoment expense — — Depreciation - Clinical Equipment - research and development expense — — Depreciation - Software - general and administrative expense — — Total Depreciation Expense — — Accrued Expenses Accrued expenses at June 30, 2016 and December 31, 2015 consist of the following: June 30, December 31, 2016 2015 Accrued compensation and related: Accrued vacation Accrued payroll — Accrued payroll tax Accrued interest Accrued contract manufacturing costs Accrued clinical Accrued other Total |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies | |
Commitments and Contingencies | 6. Commitments and Contingencies Operating Leases Effective July 1, 2015, the Company leases its San Francisco, California headquarters under a non-cancelable sub-lease agreement that expires August 31, 2018. The Company provided cash deposits of $122,163, consisting of a security deposit of $29,539 and prepayment of the last three months of the lease of $92,623, which is identified as other assets on the Company’s balance sheet. Future minimum lease payments under non-cancelable operating leases as of June 30, 2016 are as follows: Years ending December 31, Amount 2016 - July through December 2017 2018 Total minimum lease payments The Company recognizes rent expense on a straight-line basis over the non-cancelable lease period. Rent expense under the non-cancelable operating lease was $90,278 and $180,556 for the three and six months ended June 30, 2016, which was included in general and administrative expense in the Company’s statement of operations and comprehensive loss. Since March 1, 2014, the date the Service Agreement terminated (Note 4), the Company paid Napo $33,897 for rent related to the office space utilized by the Company for the months of March, April and May of 2014. Effective June 1, 2014, the Company assumed the existing sublease from Napo. The term of the assumed sublease was from June 1, 2014 through June 30, 2015. Rent expense under the sub-lease was $34,799 and $69,598 for the three and six months ended June 30, 2015, which was included in general and administrative expense in the Company’s statement of operations and comprehensive loss. Contract Manufacturing Commitment Effective June 26, 2014 the Company entered into a technology transfer and commercial manufacturing agreement (the “Transfer Agreement”) with a contract manufacturer in Italy (the “Manufacturer”), whereby the Company and the Manufacturer will cooperate to develop and refine the manufacturing process for the Company’s prescription and non-prescription products. Pursuant to the Transfer Agreement, the Company was to make prepayments to the Manufacturer as follows: (1) a start-up fee of €500,000, €250,000 of which was to be paid at the earlier to occur of September 15, 2014 or the closing date of an initial public offering and €250,000 of which was to be paid at the time of installation and qualification of the Company’s equipment at their facility, (2) related to the technology transfer, €620,000, €310,000 of which was paid subsequent to the signature of the Transfer Agreement and €310,000 of which was to be paid after the delivery of a final study report, (3) for design of a portion of the Manufacturer’s facility, €100,000 was to be paid within five days of the signature of the Transfer Agreement, and (4) a €300,000 bonus fee payable in two equal installments, the first of which is due by the end of March 2015, with the remainder paid by the end of December 2015. The first €150,000 of the bonus fee payable was paid in May 2015. Additionally, the Transfer Agreement stipulated that the Company was to pay the Manufacturer an aggregate of €500,000 upon the delivery of agreed-upon levels of satisfactory product. Further, the Company issued the Manufacturer warrants to purchase 16,666 shares of common stock with an exercise price of 90% of the initial public offering price, amended to $6.30 in March 2015. (Note 7) Effective February 12, 2015, March 25, 2015 and July 15, 2015 the Company entered into amendments delaying payments to the Manufacturer as follows: i) the €500,000 start-up fee was due by the end of April 2015 and has been paid during the year ended December 31, 2015, (ii) related to the technology transfer, of the remaining €310,000, €215,000 was due April 2015 and €95,000 was due June 30, 2015, both of which were paid during the year ended December 31, 2015, (iii) related to the design of a portion of the Manufacturer’s facility, the payment has increased to €170,000, €150,000 of which was due at the end of April 2015 and €20,000 was due on June 30, 2015, both of which have been paid during the year ended December 31, 2015 (iv) the fees linked to the deliverables are now due €250,000 on December 31, 2015 and €250,000 on March 31, 2016, 2015, (v) the bonus fee payable of €300,000, €150,000 was due at the end of April 2015 and has been paid during the year ended December 31, 2015 and €150,000 due at December 31, 2015. In May 2015, the Company entered into a Memorandum of Understanding (“MOU”) with the contract manufacturer and paid the start-up fee of €500,000 and the technology transfer fee of €215,000. In accordance with the terms of the Memorandum of Understanding, the Manufacturer will supply 400Kg of the Company’s API at no cost in anticipation of the future deduction by December 2015. The final €250,000 was paid on March 29, 2016. In December 2015, we entered into an amendment to our technology transfer and commercial manufacturing agreement with our contract manufacturer in Italy delaying a €150,000 bonus fee payment which was originally due on December 31, 2015 to March 31, 2016. On April 4, 2016, the Company further amended the payment date to June 30, 2016. The Company paid the final €150,000 bonus fee on July 15, 2016. The liability at June 30, 2016 of US$165,480 is included in accrued liabilities on the Company’s balance sheet. The Company expenses the total cost of the contract ratably over the estimated life of the contract, or the total amount paid if greater. As of June 30, 2016 and December 31, 2015, the amortized costs exceeded amounts paid by $170,850 and $110,141, respectively, which are included in accrued manufacturing costs in accrued liabilities in the Company’s balance sheet. Debt Obligations See Note 7—Debt and Warrants. Contingencies From time to time, the Company may be involved in legal proceedings arising in the ordinary course of business. The Company believes there is no litigation pending that could have, individually or in the aggregate, a material adverse effect on the financial position, results of operations or cash flows. |
Debt and Warrants
Debt and Warrants | 6 Months Ended |
Jun. 30, 2016 | |
Debt and warrants | |
Debt and Warrants | 7. Debt and Warrants Convertible Notes and Warrants 2013 Convertible Notes From July through September 2013, the Company issued four convertible promissory notes (collectively the “Notes”) for gross aggregate proceeds of $525,000 to various third-party lenders. The Notes bore interest at 8% per annum. The Notes automatically matured and the entire outstanding principal amount, together with accrued interest, was due and payable in cash at the earlier of July 8, 2015 (the “Maturity Date”) or ten business days after the date of consummation of the initial closing of a first equity round of financing. The Company consummated a first equity round of financing prior to the Maturity Date with a pre-money valuation of greater than $3.0 million, and, accordingly, principal and accrued interest was converted into shares of common stock at 75% of the purchase price paid by such equity investors. These notes were all converted to common stock in February 2014 upon the issuance of the convertible preferred stock. In February 2014, in connection with the first equity round of financing and issuance of the Series A convertible preferred stock, the noteholders exercised their option to convert their Notes into 207,664 shares of common stock and accrued interest was paid in cash to the noteholders. The accreted interest expense related to the discount on the Notes was $1,443 for the period from January 1, 2014 to the conversion date of the Notes. Upon conversion, the entire remaining debt discount of $4,071 was recorded as interest expense. In connection with the Notes, the Company issued to the noteholders warrants, which became exercisable to purchase an aggregate of 207,664 shares of common stock as of the issuance of the first equity round of financing (the “Warrants”). The Warrants have a $2.53 exercise price, are fully exercisable from the initial date of the first equity round of financing, and have a five-year term subsequent to that date. 2014 Convertible Notes On June 2, 2014, pursuant to a convertible note purchase agreement, the Company issued convertible promissory notes in the aggregate principal amount of $300,000 to two accredited investors, including a convertible promissory note for $200,000 to a board member to which Series A preferred stock was sold. These notes accrued interest at 3% per annum and automatically were to mature on June 1, 2015. Accrued interest was to be paid in cash upon maturity. Upon the closing of the IPO, the outstanding principal amount automatically converted into 53,571 shares common stock at $5.60, as amended in March 2015. Upon issuance, the Company analyzed the beneficial nature of the conversion terms and determined that a beneficial conversion feature (“BCF”) existed because the effective conversion price on issuance of the notes was less than the fair value at the time of the issuance. The Company calculated the value of the BCF using the intrinsic method and recorded a BCF of $75,000 as a discount to the notes payable and to additional paid-in capital. For the three and six months ended June 30, 2015, the Company amortized $12,530 and $30,713, respectively, of the discount, which has also been recorded as interest expense. On July 16, 2014, pursuant to a convertible note purchase agreement, the Company issued a convertible promissory note in the principal amount of $150,000 to an accredited investor. This note accrued interest at 3% per annum and automatically was to mature on June 1, 2015. Accrued interest was to be paid in cash upon maturity. Upon the closing of the IPO, the outstanding principal amount automatically converted into 26,785 shares of common stock at $5.60, as amended in March 2015. Upon issuance, the Company analyzed the beneficial nature of the conversion terms and determined that a BCF existed because the effective conversion price was less than the fair value at the time of the issuance. The Company calculated the value of the BCF using the intrinsic method and recorded a BCF of $37,500 as a discount to the notes payable and to additional paid-in capital. For the three and six months ended June 30, 2015, the Company amortized $7,243 and $17,757 of the discount, which has also been recorded as interest expense. In connection with the Transfer Agreement (Note 7) the Company issued fully vested and immediately exercisable warrants to the Manufacturer to purchase 16,666 shares of common stock at 90% of the IPO price, amended to $6.30 in March 2015, for a period of five years. The fair value of the warrants, $37,840, was recorded as research and development expense and additional paid-in capital in June 2014. The warrants were originally valued using the Black-Scholes model with the following assumptions: stock price of $4.83, exercise price of $4.35, term of five years, volatility of 49%, dividend yield of 0%, and risk-free interest rate of 1.64%. On December 23, 2014, pursuant to a convertible note purchase agreement, the Company issued convertible promissory notes in the aggregate principal amount of $650,000 to three accredited investors, including a convertible promissory note for $250,000 to the same board member to which the June 2, 2014 $200,000 convertible promissory note was issued and to which Series A preferred stock was sold. These notes accrued interest at 12% per annum and became payable within thirty days following the IPO. Upon consummation of the Company’s IPO, the noteholders converted the notes into 116,070 shares of common stock at a conversion price equal to 80% of the IPO price, amended to $5.60 in March 2015. In connection with these notes, the Company also issued the lenders a fully vested warrant to purchase shares of the Company’s common stock at an exercise price equal to 80% of the IPO price, amended to $5.60 in March 2015. These warrants entitle the noteholders to purchase 58,035 shares of common stock. The fair value of the warrants, $147,943, was recorded as a debt discount and liability at December 23, 2014. The Company amortized $61,201 and $121,729 of this discount during the three and six months ended June 30, 2015. The warrants were originally valued using the Black-Scholes model with the following assumptions: stock price of $4.59, exercise price of $4.15, term of three years, volatility of 49%, dividend yield of 0%, and risk-free interest rate of 1.10%. Based on the circumstances, the value derived using the Black-Scholes model approximated that which would be obtained using a lattice model. The debt discount was to be recorded as interest expense over the one hundred ninety days from issuance of the notes through their first maturity date of July 31, 2015, beginning in January 2015. The Company analyzed the beneficial nature of the conversion terms and determined that a BCF existed because the effective conversion price was less than the fair value at the time of the issuance. The Company calculated the value of the BCF using the intrinsic method. A BCF of $502,057 has been recorded as a discount to the notes payable and to additional paid-in capital. For the three and six months ended June 30, 2015, the Company amortized $207,690 and $413,098 of the BCF which has also been recorded as interest expense. 2015 Convertible Notes In February 2015, the Company issued convertible promissory notes to two accredited investors in the aggregate principal amount of $250,000. These notes were issued pursuant to the convertible note purchase agreement dated December 23, 2014. Principal and interest of $103,912 was paid in May 2015 for $100,000 of these notes. The Company’s remaining outstanding note of $150,000 is payable to Serious Change II LP at an effective simple interest rate of 12% per annum, and is due in full on July 31, 2016 (the “Serious Change II Note”). The note is included in notes payable in the Company’s balance sheet. The Company has accrued interest of $24,855, which is included in accrued liabilities in the Company’s balance sheet. The note remains outstanding as Serious Change II LP elected not to convert the note as per the terms of the agreement. On July 28, 2016, the Company entered into an amendment to delay the repayment of the principal and related interest under the Serious Change II Note from July 31, 2016 to October 31, 2016. In March 2015, the Company entered into a non-binding letter of intent with Dechra Pharmaceuticals PLC (“Dechra”). In connection therewith, Dechra paid the Company $1.0 million. At March 31, 2015, the Company had recorded this amount as a loan advance on the balance sheet. In April 2015, Dechra purchased $1.0 million of convertible promissory notes from the Company, the terms of which provided that such notes were to be converted into shares of the Company’s common stock upon the closing of an IPO at a conversion price of $5.60 per share. In connection with the purchase of the notes, the Company issued Dechra a warrant to purchase 89,285 shares at $5.60 per share, which expires December 31, 2017. The notes accrued simple interest of 12% per annum and, upon consummation of the Company’s IPO in May 2015, converted into 178,571 shares of the Company’s common stock. The Company analyzed the beneficial nature of the conversion terms and determined that a BCF existed because the effective conversion price was less than the fair value at the time of the issuance. The Company calculated the value of the BCF using the intrinsic method. A BCF of for the full face value was recorded as a discount to the notes payable and to additional paid-in capital. The Company amortized the entire BCF of $1.0 million by the end of May 2015 and recorded the amortized amounts as interest expense through that period. As of June 30, 2016 and December 31, 2015, the convertible notes payable obligations were as follows: June 30, December 31, 2016 2015 Notes payable $ $ Unamortized note discount — — Net debt obligation $ $ Interest expense on the convertible notes payable was as follows: June 30, June 30, 2016 2015 Nominal interest $ $ Amortization of debt discount — Repayment premium — $ $ At June 30, 2016 and December 31, 2015, interest payable on convertible notes payable was $84,974 and $75,999, respectively. Notes Payable—Bridge Loans On October 30, 2014, the Company entered into a standby bridge financing agreement with two lenders, which was amended and restated on December 3, 2014, which provided a loan commitment in the aggregate principal amount of $1.0 million (the “Bridge”). Proceeds to the Company were net of a $100,000 debt discount under the terms of the Bridge and net of $104,000 of debt issuance costs. This debt discount and debt issuance costs were recorded as interest expense using the effective interest method, over the six month term of the Bridge. The Bridge became payable upon the IPO. The Bridge was repaid in May 2015, including interest thereon in an amount of $1,321,600. In connection with the Bridge, the lenders were granted warrants to purchase that number of shares of the Company’s common stock determined by dividing $1.0 million by the exercise price of 80% of the IPO price, amended to $5.60 in March 2015. The fair value of the warrants, $505,348, was originally recorded as a debt discount and liability at December 3, 2014. The warrants were originally valued using the Black-Scholes model with the following assumptions: stock price of $5.01, exercise price of $5.23, term of five years, volatility of 63%, dividend yield of 0%, and risk-free interest rate of 1.61%. Based on the circumstances, the value derived using the Black-Scholes model approximated that which would be obtained using a lattice model. The debt discount was recorded as interest expense over the six month term of the Bridge. Of the aggregate debt discount of $605,348 (warrants and original $100,000 discount), $521,291 was recorded as interest expense during the year ended December 31, 2015. Additional financing costs of $104,000 were incurred related to the Bridge and deferred on closing. These were recognized as interest expense over the six-month term of the Bridge using the effective interest method. The Company amortized the remaining $86,667 of these deferred financing charges by the end of May 2015 was recorded the amortized amounts as interest expense. The Company fully extinguished the debt in May of 2015. Interest expense on the notes payable-bridge loans was as follows: June 30, June 30, 2016 2015 Nominal interest $ — $ Amortization of debt discount — Repayment premium — Debt issuance costs — $ — $ Standby Line of Credit In August 2014, the Company entered into a standby line of credit with an accredited investor for up to $1.0 million pursuant to a Line of Credit and Loan Agreement dated August 26, 2014. In connection with the entry into the standby line of credit, the Company issued the lender a fully vested warrant to purchase 33,333 shares of common stock at an exercise price equal to 80% of the IPO price, amended to $5.60 in March 2015, which expires in August 2016. The fair value of the warrants, $114,300, was recorded as interest expense and additional paid-in capital in August 2014. The warrants were originally valued using the Black-Scholes model with the following assumptions: stock price of $8.00, exercise price of $6.40, term of two years, volatility of 52%, dividend yield of 0%, and risk-free interest rate of 0.52%. The line of credit expired on March 31, 2015 and there have been no drawdowns under the facility. Long-term Debt In August 2015, the Company entered into a loan and security agreement with a lender for up to $8.0 million, which provided for an initial loan commitment of $6.0 million. The loan agreement requires the Company to maintain $4.5 million of the proceeds in cash, which may be reduced or eliminated on the achievement of certain milestones. An additional $2.0 million is available contingent on the achievement of certain further milestones. The agreement has a term of three years, with interest only payments through February 29, 2016. Thereafter, principal and interest payments will be made with an interest rate of 9.9%. Additionally, there will be a balloon payment of $560,000 on August 1, 2018. This amount is being recognized over the term of the loan agreement and the effective interest rate, considering the balloon payment, is 15.0%. Proceeds to the Company were net of a $134,433 debt discount under the terms of the loan agreement. This debt discount is being recorded as interest expense, using the interest method, over the term of the loan agreement. Under the agreement, the Company is entitled to prepay principal and accrued interest upon five days prior notice to the lender. In the event of prepayment, the Company is obligated to pay a prepayment charge. If such prepayment is made during any of the first twelve months of the loan agreement, the prepayment charge will be (a) during such time as the Company is required to maintain a minimum cash balance, 2% of the minimum cash balance amount plus 3% of the difference between the amount being prepaid and the minimum cash balance, and (b) after such time as the Company is no longer required to maintain a minimum cash balance, 3% of the amount being prepaid. If such prepayment is made during any time after the first twelve months of the loan agreement, 1% of the amount being prepaid. On April 21, 2016, the loan and security was amended upon which the Company repaid $1.5 million of the debt out of restricted cash. The amendment modified the repayment amortization schedule providing a four month period of interest only payments for the period from May through August 2016. As of June 30, 2016 and December 31, 2015, the net long-term debt obligation was as follows: June 30, December 31, 2016 2015 Debt and unpaid accrued end-of-term payment $ $ Unamortized note discount ) ) Unamortized debt issuance costs ) ) Net debt obligation $ $ Current portion of long-term debt $ $ Long-term debt, net of discount $ Total $ $ Future principal payments under the long-term debt as of June 30, 2016 are as follows: Years ending December 31 (except 2016 which is the six months ending December 31) Amount 2016 July through December $ 2017 2018 Total future principal payments $ 2018 end-of-term payment $ $ Less: unaccreted end-of-term payment at June 30, 2016 $ ) Debt and unpaid accrued end-of-term payment $ The obligation at June 30, 2016 and December 31, 2015 includes an end-of-term payment of $560,000, which accretes over the life of the loan as interest expense. As a result of the debt discount and the end-of-term payment, the effective interest rate for the loan differs from the contractual rate. Interest expense on the long-term debt was as follows: Three months ended Six months ended June 30, June 30, 2016 2015 2016 2015 Nominal interest $ $ — $ $ — Amortization of debt discount — — Accretion of end-of-term payment — — Debt issuance costs — — $ $ — $ $ — At June 30, 2016 and December 31, 2015, interest payable on long-term debt was $34,190 and $51,150, respectively. At the IPO, the Company’s outstanding warrants to purchase convertible preferred stock were all converted to warrants to purchase common stock. The Company’s warrant activity is summarized as follows: June 30, June 30, 2016 2015 Warrants outstanding January 1 Warrants issued — Warrants outstanding June 30 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 6 Months Ended |
Jun. 30, 2016 | |
Redeemable Convertible Preferred Stock | |
Redeemable Convertible Preferred Stock | 8. Redeemable Convertible Preferred Stock In February, April and May of 2014, the Company issued 3,015,902 shares of convertible preferred stock in exchange for $6,777,338. The redemption value of the convertible preferred stock was $9.0 million. The differences between the respective redemption values/liquidation preference and carrying values are being accreted over the period from the date of issuance to the earliest possible redemption date, February 2017. The Company has recorded accretion of $85,763 and $263,060 for the three and six months ended June 30, 2015. Costs incurred in connection with the issuance of Series A redeemable convertible preferred stock during the year ended December 31, 2014 were $119,097 which have been recorded as a reduction to the carrying amounts of convertible preferred stock and are being accreted to the carrying value of the applicable preferred stock to the redemption date. The Company has recorded accretion of $73,525 and $83,334 for the three and six months ended June 30, 2015. On May 18, 2015, the Company completed its IPO. In connection with the IPO, the Company’s 3,015,902 outstanding shares of convertible preferred stock were automatically converted into 2,010,596 shares of common stock. The Convertible Preferred Stock was classified outside of stockholders’ (deficit) in accordance with authoritative guidance for the classification and measurement of potentially redeemable securities. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity | |
Stockholders' Equity | 9. Stockholders’ Equity Common Stock The Company’s second amended and restated certificate of incorporation authorizes the Company to issue 50,000,000 shares of common stock $0.0001 par value. The holders of common stock are entitled to one vote for each share of common stock held at all meetings of stockholders. The number of authorized shares of common stock may be increased or decreased by the affirmative vote of the holders of shares of capital stock of the Company representing a majority of the votes represented by all shares (including Preferred Stock) entitled to vote. As of June 30, 2016 and December 31, 2015, the Company had reserved shares of common stock for issuance as follows: June 30, December 31, 2016 2015 Options issued and outstanding Options available for grant RSUs issued and outstanding Warrants issued and outstanding Convertible notes Total Preferred Stock The Company’s second amended and restated certificate of incorporation authorizes the Company to issue 10,000,000 shares of preferred stock $0.0001 par value. No shares of preferred stock were issued or outstanding at June 30, 2016 or December 31, 2015. |
Stock Incentive Plans
Stock Incentive Plans | 6 Months Ended |
Jun. 30, 2016 | |
Stock Incentive Plans | |
Stock Incentive Plans | 10. Stock Incentive Plans 2013 Equity Incentive Plan Effective November 1, 2013, the Company’s board of directors and sole stockholder adopted the Jaguar Animal Health, Inc. 2013 Equity Incentive Plan (the “2013 Plan”). The 2013 Plan allows the Company’s board of directors to grant stock options, restricted stock awards and restricted stock unit awards to employees, officers, directors and consultants of the Company. As of December 31, 2013, the Company had reserved 300,000 shares of its common stock for issuance under the 2013 Plan. In April 2014, the board of directors amended the 2013 Plan to increase the shares reserved for issuance to 847,533 shares. Following the effective date of the IPO and after effectiveness of any grants under the 2013 Plan that were contingent on the IPO, no additional stock awards will be granted under the 2013 Plan. Outstanding grants continue to be exercisable, however any unissued shares under the plan and any forfeitures of outstanding options do not rollover to the 2014 Stock Incentive Plan. 2014 Stock Incentive Plan Effective May 12, 2015, the Company adopted the Jaguar Animal Health, Inc. 2014 Stock Incentive Plan (“2014 Plan”). The 2014 Plan provides for the grant of options, restricted stock and restricted stock units to eligible employees, directors and consultants to purchase the Company’s common stock. The Company reserved 333,333 shares of common stock for issuance pursuant to the 2014 Plan. The Company added 162,498 shares to the plan in accordance with the Plan that provides for automatic share increases on the first day of each fiscal year in the amount of 2% of the outstanding number of shares of the Company’s common stock on last day of the preceding calendar year. The 2014 Plan replaces the 2013 Plan except that all outstanding options under the 2013 Plan remain outstanding until exercised, cancelled or until they expire. In July 2015, the Company amended the 2014 Plan reserving an additional 550,000 shares under the plan contingent upon approval by the Company’s stockholders at the June 2016 annual stockholders meeting. In June 2016, the Company amended the 2014 Plan once again, modifying the increase from 550,000 shares to 1,550,000 shares, which was approved at the annual stockholders meeting. Stock Options and Restricted Stock Units (“RSUs”) The following table summarizes incentive plan activity for the six months ended June 30, 2016: Weighted Weighted Average Shares Average Remaining Aggregate Available Stock Options RSUs Stock Option Contractual Life Intrinsic for Grant Outstanding Outstanding Exercise Price (Years) Value Combined Incentive Plan Balance—December 31, 2015 $ $ — Q1 2016 2013 Equity Incentive Plan Activity: Options Cancelled ) $ RSUs vested and released ) RSUs Cancelled ) Q2 2016 2013 Equity Incentive Plan Activity: Options Cancelled ) $ Q1 2016 2014 Stock Incentive Plan Activity: Additional shares authorized Q2 2016 2014 Stock Incentive Plan Activity: Additional shares authorized Options granted ) $ Options cancelled ) $ Combined Incentive Plan Balance—June 30, 2016 $ Options vested and exercisable—June 30, 2016 $ $ — Options vested and expected to vest—June 30, 2016 $ $ — The weighted average fair value of options granted to purchase common stock $1.04 and $3.65 for the six months ended June 30, 2016 and 2015, respectively. The number of options that vested in the six months ended June 30, 2016 and 2015 was 242,239 and 291,786, respectively. The grant date fair value of options vested was $283,219 and $160,736 for the six months ended June 30, 2016 and 2015, respectively. No options were exercised in the six months ended June 30, 2016 and 2015. The intrinsic value is calculated as the difference between the market value as of December 31, 2015 and the weighted average exercise price of shares exercised. The Company granted RSUs in 2014 and 2015 under the 2013 Equity Incentive Plan. The units granted vest upon the occurrence of both a liquidity event and satisfaction of the service-based requirement. The time-based vesting provides that 50% of the RSU will vest on January 1, 2016 and the remaining 50% vest on July 1, 2017. The Company began recording stock-based compensation expense relating to the RSU grants effective May 18, 2015, the date of the Company’s initial public offering, and the date the liquidity condition was met. The stock-based compensation expense is based on the grant date fair value which is the equivalent to the fair market value on the date of grant, and is amortized over the vesting period using the straight-line method, net of estimated forfeitures. On January 1, 2016, the Company issued 17,546 shares of its common stock in exchange for 27,768 vested and released RSUs, net of 10,172 RSU shares used to pay withholding taxes. Stock-Based Compensation The following table summarizes stock-based compensation expense related to stock options and RSUs for the three months ended June 30, 2016 and 2015, and are included in the statements of operations and comprehensive loss as follows: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Research and development expense $ $ $ $ Sales and marketing expense — General and administrative expense Total $ $ $ $ As of June 30, 2016, the Company had $852,837 of unrecognized stock-based compensation expense for options outstanding, which is expected to be recognized over a weighted-average period of 2.05 years. As of June 30, 2016, the Company had $61,592 of unrecognized stock-based compensation expense for outstanding RSUs which is expected to be recognized over a weighted-average period of one year. The estimated grant-date fair value of employee stock options was calculated using the Black-Scholes option-pricing model based on the following assumptions: Three months ended Six Months Ended June 30, June 30, 2016 2015 2016 2016 Weighted-average volatility 66.25-69.14% 55.43-59.05% 66.25-69.14% 55.43-59.05% Weighted-average expected term (years) 5.67-5.82 5.15-5.77 5.67-5.82 5.15-5.77 Risk-free interest rate 1.36-1.49% 1.60-1.76% 1.36-1.49% 1.60-1.76% Expected dividend yield — — — — The estimated grant-date fair value of non-employee stock options was calculated using the Black-Scholes option-pricing model. The options granted on September 8, 2015 were revalued using the following assumptions: Three months ended Six Months Ended June 30, June 30, 2016 2015 2016 2016 Weighted-average volatility 78.30-80.04% — 78.30-80.04% — Weighted-average expected term (years) 9.19-9.25 — 9.19-9.44 — Risk-free interest rate 1.44-1.66% — 1.44-1.74% — Expected dividend yield — — — — |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions | |
Related Party Transactions | 11. Related Party Transactions The Company was a majority-owned subsidiary of Napo. Additionally, Lisa A. Conte, Chief Executive Officer of the Company, is also the interim Chief Executive Officer of Napo Pharmaceuticals, Inc. The Company has total outstanding liabilities to Napo at June 30, 2016 and December 31, 2015 as follows: June 30, December 31, 2016 2015 Due to/(from) Napo $ — $ ) Royalty payable to Napo — License fee payable to Napo — Total $ — $ |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 6 Months Ended |
Jun. 30, 2016 | |
Net Loss Per Share Attributable to Common Stockholders | |
Net Loss Per Share Attributable to Common Stockholders | 12. Net Loss Per Share Attributable to Common Stockholders The following table presents the calculation of basic and diluted net loss per common share for the three and six months ended June 30, 2016 and 2015: Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Net loss attributable to common shareholders $ ) $ ) $ ) $ ) Shares used to compute net loss per common share, basic and diluted Net loss per share attributable to common shareholders, basic and diluted $ ) $ ) $ ) $ ) Basic net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares and common share equivalents outstanding for the period. Common stock equivalents are only included when their effect is dilutive. The Company’s potentially dilutive securities which include stock options, convertible preferred stock and common stock warrants have been excluded from the computation of diluted net loss per share as they would be anti-dilutive. For all periods presented, there is no difference in the number of shares used to compute basic and diluted shares outstanding due to the Company’s net loss position. The following outstanding common stock equivalents have been excluded from diluted net loss per common share for the three and six months ended June 30, 2016 and 2015 because their inclusion would be anti-dilutive: June 30, June 30, 2016 2015 Options Warrants to purchase common stock Restricted stock units Total |
401(k) Plan
401(k) Plan | 6 Months Ended |
Jun. 30, 2016 | |
401(k) Plan | |
401(k) Plan | 13. 401(k) Plan The Company sponsors a 401(k) defined contribution plan covering all employees. There were no employer contributions to the plan from plan inception through June 30, 2016. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events | |
Subsequent Events | 14. Subsequent Events The Company completed an evaluation of the impact of subsequent events through August 15, 2016, the date these financial statements were issued. Common Stock Purchase Agreement On July 14, 2016, pursuant to the Common Stock Purchase Agreement, the Company sold an additional 100,000 shares of the Company’s common stock in exchange for $183,670 of cash proceeds. On July 25, 2016, pursuant to the Common Stock Purchase Agreement, the Company sold an additional 100,000 shares of the Company’s common stock in exchange for $177,000 of cash proceeds. On August 9, 2016, pursuant to the Common Stock Purchase Agreement, the Company sold an additional 100,000 shares of the Company’s common stock in exchange for $146,690 of cash proceeds. Convertible Notes Payable In conjunction with the $150,000 2015 convertible note payable to Serious Change II LP, the Company entered into an amendment to delay the repayment of the debt and related interest originally due on July 31, 2016 to October 31, 2016. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its financial statements and the accompanying notes. The accounting policies that reflect the Company’s more significant estimates and judgments and that the Company believes are the most critical to aid in fully understanding and evaluating its reported financial results are valuation of stock options; valuation of warrant liabilities; impairment of long lived assets; useful lives for depreciation; valuation adjustments for excess and obsolete inventory; deferred taxes and valuation allowances on deferred tax assets; and evaluation and measurement of contingencies. Those estimates could change, and as a result, actual results could differ materially from those estimates. |
Concentration of Credit Risk and Cash and Cash Equivalents | Concentration of Credit Risk and Cash and Cash Equivalents The financial instrument that potentially subjects the Company to a concentration of credit risk is that is held at a financial institution of high credit standing. Cash is generally in excess of Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Therefore, the Company is exposed to credit risk in the event that the balances exceed FDIC insurance limits. The carrying value of cash approximates fair value at June 30, 2016 and December 31, 2015. |
Fair Values | Fair Values The Company’s financial instruments include, cash and cash equivalents, accounts payable, accrued expenses, amounts due to Napo, the former parent, warrant liabilities, and debt. Cash is reported at fair value. The recorded carrying amount of accounts payable, accrued expenses and amounts due to Napo approximates their fair value due to their short-term nature. The carrying value of the interest-bearing debt approximates fair value based upon the borrowing rates currently available to the Company for bank loans with similar terms and maturities. See Note 3 for the fair value measurements, and Note 7 for the fair value of the Company’s warrant liabilities. |
Restricted Cash | Restricted Cash On August 18, 2015, the Company entered into a long-term loan and security agreement with a lender for up to $8.0 million, which provided for an initial loan commitment of $6.0 million. The loan agreement required the Company to maintain a base minimum cash balance of $4.5 million until the Company met certain milestones and/or when the Company begins making principal payments. On December 22, 2015, the Company achieved certain milestones and the base minimum cash balance was reduced to $3.0 million. On March 1, 2016, the restricted cash balance was further reduced by a $178,740 principal loan payment, resulting in a restricted cash balance of $2,821,260 at March 31, 2016. On April 1, 2016, the restricted cash balance was further reduced by a $176,963 principal loan payment. On April 21, 2016, the loan and security agreement was amended upon which the Company repaid $1.5 million of the debt out of restricted cash resulting in a restricted cash balance of $1,144,297 at June 30, 2016. The amendment modified the repayment amortization schedule providing a four-month period of interest-only payments for the period from May through August 2016. |
Inventories | Inventories Inventories are stated at the lower of cost or market. The Company calculates inventory valuation adjustments when conditions indicate that the net realizable value is less than cost due to physical deterioration, usage, obsolescence, reductions in estimated future demand or reduction in selling price. Inventory write-downs are measured as the difference between the cost of inventory and estimated net realizable value. There have been no write-downs to date. |
Property and Equipment | Property and Equipment Equipment is stated at cost, less accumulated depreciation. Equipment begins to be depreciated when it is placed into service. Depreciation is calculated using the straight-line method over the estimated useful lives of 3 to 10 years. Expenditures for repairs and maintenance of assets are charged to expense as incurred. Costs of major additions and betterments are capitalized and depreciated on a straight-line basis over their estimated useful lives. Upon retirement or sale, the cost and related accumulated depreciation of assets disposed of are removed from the accounts and any resulting gain or loss is included in income (loss) from operations. |
Long-Lived Assets | Long-Lived Assets The Company regularly reviews the carrying value and estimated lives of all of its long-lived assets, including property and equipment to determine whether indicators of impairment may exist that warrant adjustments to carrying values or estimated useful lives. The determinants used for this evaluation include management’s estimate of the asset’s ability to generate positive income from operations and positive cash flow in future periods as well as the strategic significance of the assets to the Company’s business objectives. Should an impairment exist, the impairment loss would be measured based on the excess of the carrying amount over the asset’s fair value. The Company has not recognized any impairment losses through June 30, 2016. |
Research and Development Expense | Research and Development Expense Research and development expense consists of expenses incurred in performing research and development activities including related salaries, clinical trial and related drug and non-drug product costs, contract services and other outside service expenses. Research and development expense is charged to operating expense in the period incurred. |
Revenue Recognition | Revenue Recognition Sales to distributors are made under agreements that may provide distributor price adjustments and rights of return under certain circumstances. Until the Company develops sufficient sales history and pipeline visibility, revenue and costs of distributor sales will be deferred until products are sold by the distributor to the distributor’s customers. Revenue recognition depends on notification either directly from the distributor that product has been sold to the distributor’s customer, when the Company has access to the data. Deferred revenue on shipments to distributors reflect the estimated effects of distributor price adjustments, if any, and the estimated amount of gross margin expected to be realized when the distributor sells through product purchased from the Company. Accounts receivable from distributors are recognized and included in deferred revenue when shipped to the distributor. Inventory is relieved and revenue recognized upon shipment by the distributor to their customer. The Company had revenues of $24,143 and $62,289 for the three and six months ended June 30, 2016, and $63,142 and $125,529 for the three and six months ended June 30, 2015. |
Stock-Based Compensation | Stock-Based Compensation The Company’s 2013 Equity Incentive Plan and 2014 Stock Incentive Plan (see Note 10) provides for the grant of stock options, restricted stock and restricted stock unit awards. The Company measures stock awards granted to employees and directors at fair value on the date of grant and recognizes the corresponding compensation expense of the awards, net of estimated forfeitures, over the requisite service periods, which correspond to the vesting periods of the awards. The Company issues stock awards with only service-based vesting conditions, and records compensation expense for these awards using the straight-line method. The fair value of stock awards is based on the quoted price of our common stock on the grant date. |
Classification of Securities | Classification of Securities The Company applies the principles of ASC 480-10 “Distinguishing Liabilities from Equity” and ASC 815-40 “Derivatives and Hedging—Contracts in Entity’s Own Equity” to determine whether financial instruments such as warrants, contingently issuable shares and shares subject to repurchase should be classified as liabilities or equity and whether beneficial conversion features exist. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as changes in stockholders’ equity (deficit) exclusive of transactions with owners (such as capital contributions and distributions). For the three and six months ended June 30, 2016 and 2015 there was no difference between net loss and comprehensive loss. |
Segment Data | Segment Data The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company is an animal health company focused on developing and commercializing prescription and non-prescription products for companion and production animals. |
Basic and Diluted Net Loss Per Common Share | Basic and Diluted Net Loss Per Common Share Basic net loss per common share is computed by dividing net loss attributable to common stockholders for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders for the period by the weighted-average number of common shares, including potential dilutive shares of common stock assuming the dilutive effect of potential dilutive securities. For periods in which the Company reports a net loss, diluted net loss per common share is the same as basic net loss per common share, because their impact would be anti-dilutive to the calculation of net loss per common share. Diluted net loss per common share is the same as basic net loss per common share for the three and six months ended June 30, 2016 and 2015. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which provides guidance for accounting for leases. Under ASU 2016-02, the Company will be required to recognize the assets and liabilities for the rights and obligations created by leased assets. ASU 2016-02 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We are currently evaluating the impact of the adoption of ASU 2016-02 on our consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740), which simplifies the presentation of deferred income taxes. Under ASU 2015-17, deferred tax assets and liabilities are required to be classified as noncurrent, eliminating the prior requirement to separate deferred tax assets and liabilities into current and noncurrent. The new guidance is effective for the Company beginning on January 1, 2017, with early adoption permitted. The standard may be adopted prospectively or retrospectively to all periods presented. The Company is currently assessing the timing of adoption of the new guidance, but does not expect it will have a material impact on the Company’s Consolidated Financial Statements. In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, to simplify the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability. ASU 2015-03 will be effective for the Company beginning in its first quarter of 2016, however early adoption is permitted for financial statements that have not been previously issued. The guidance is to be applied retrospectively to all periods presented. We adopted ASU 2015-03 on December 31, 2015. In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements—Going Concern (Subtopic 205-40)—Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, which provides guidance regarding management’s responsibility to assess whether substantial doubt exists regarding the ability to continue as a going concern and to provide related footnote disclosures. In connection with preparing financial statements for each annual and interim reporting period, management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). This ASU is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently evaluating the new guidance and has not determined the impact this standard may have on its financial statements. In June 2014, the FASB issued ASU No. 2014-12, “Compensation—Stock Compensation (Topic 718)”, which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This guidance will be effective for annual periods (and interim periods within those annual periods) beginning after December 15, 2015. The Company implemented this guidance for all interim and annual periods beginning after December 15, 2015. The adoption of this guidance did not have an impact on the Company’s financial condition, results of operations or cash flows. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers.” The objective of ASU 2014-19 is to establish a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most of the existing revenue recognition guidance, including industry-specific guidance. The core principle of the new standard is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is effective for annual reporting periods beginning after December 15, 2016 and allows for prospective or retrospective application. The Company is evaluating the new guidance and has not determined the impact this pronouncement will have on its financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Measurements | |
Summary of information about the warrant liability that is measured at fair value on a recurring basis | Level 1 Level 2 Level 3 Total As of June 30, 2016 Warrant Liability $ — $ — $ — $ — Level 1 Level 2 Level 3 Total As of June 30, 2015 Warrant Liability $ — $ — $ — $ — |
Summary of change in the estimated fair value of the warrant liability | Beginning Value of Warrant Liability Issuance of Common Stock Warrants Change in Fair Value of Level 3 Liability Conversion into Additional Paid-in Capital Ending Fair Value of Level 3 Liability For the six months ended June 30, 2016 — — — — — For the six months ended June 30, 2015 $ $ $ ) $ — |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Balance Sheet Components | |
Schedule of property and equipment | June 30, December 31, 2016 2015 Lab equipment Clinical equipment Software — Work in-process — Total property and equipment at cost Accumulated depreciation ) ) Property and equipment, net |
Schedule of depreciation expense | Three months ended Six months ended June 30, June30, 2016 2015 2016 2015 Depreciation - Lab Equipment - research and developoment expense — — Depreciation - Clinical Equipment - research and development expense — — Depreciation - Software - general and administrative expense — — Total Depreciation Expense — — |
Schedule of accrued expenses | June 30, December 31, 2016 2015 Accrued compensation and related: Accrued vacation Accrued payroll — Accrued payroll tax Accrued interest Accrued contract manufacturing costs Accrued clinical Accrued other Total |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Leases, Operating | |
Schedule of future minimum payments for operating leases | Years ending December 31, Amount 2016 - July through December 2017 2018 Total minimum lease payments |
Debt and Warrants (Tables)
Debt and Warrants (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Schedule of net long-term debt obligation | June 30, December 31, 2016 2015 Debt and unpaid accrued end-of-term payment $ $ Unamortized note discount ) ) Unamortized debt issuance costs ) ) Net debt obligation $ $ Current portion of long-term debt $ $ Long-term debt, net of discount $ Total $ $ |
Schedule of future annual principal payments under long-term debt | Years ending December 31 (except 2016 which is the six months ending December 31) Amount 2016 July through December $ 2017 2018 Total future principal payments $ 2018 end-of-term payment $ $ Less: unaccreted end-of-term payment at June 30, 2016 $ ) Debt and unpaid accrued end-of-term payment $ |
Schedule of interest expense on long-term debt | Three months ended Six months ended June 30, June 30, 2016 2015 2016 2015 Nominal interest $ $ — $ $ — Amortization of debt discount — — Accretion of end-of-term payment — — Debt issuance costs — — $ $ — $ $ — |
Summary of warrant activity | June 30, June 30, 2016 2015 Warrants outstanding January 1 Warrants issued — Warrants outstanding June 30 |
Convertible notes payable | |
Schedule of short-term debt obligations | June 30, December 31, 2016 2015 Notes payable $ $ Unamortized note discount — — Net debt obligation $ $ |
Schedule of interest expense on short-term debt | June 30, June 30, 2016 2015 Nominal interest $ $ Amortization of debt discount — Repayment premium — $ $ |
Standby bridge financing agreement | |
Schedule of interest expense on short-term debt | June 30, June 30, 2016 2015 Nominal interest $ — $ Amortization of debt discount — Repayment premium — Debt issuance costs — $ — $ |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity | |
Schedule Of Common Stock Reserved For Future Issuance | June 30, December 31, 2016 2015 Options issued and outstanding Options available for grant RSUs issued and outstanding Warrants issued and outstanding Convertible notes Total |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Summary of incentive plan activity | Weighted Weighted Average Shares Average Remaining Aggregate Available Stock Options RSUs Stock Option Contractual Life Intrinsic for Grant Outstanding Outstanding Exercise Price (Years) Value Combined Incentive Plan Balance—December 31, 2015 $ $ — Q1 2016 2013 Equity Incentive Plan Activity: Options Cancelled ) $ RSUs vested and released ) RSUs Cancelled ) Q2 2016 2013 Equity Incentive Plan Activity: Options Cancelled ) $ Q1 2016 2014 Stock Incentive Plan Activity: Additional shares authorized Q2 2016 2014 Stock Incentive Plan Activity: Additional shares authorized Options granted ) $ Options cancelled ) $ Combined Incentive Plan Balance—June 30, 2016 $ Options vested and exercisable—June 30, 2016 $ $ — Options vested and expected to vest—June 30, 2016 $ $ — |
Summary of stock-based compensation expense | Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Research and development expense $ $ $ $ Sales and marketing expense — General and administrative expense Total $ $ $ $ |
Employee stock options | |
Schedule of estimated grant-date fair value of stock options calculated using the Black-Scholes option-pricing model | Three months ended Six Months Ended June 30, June 30, 2016 2015 2016 2016 Weighted-average volatility 66.25-69.14% 55.43-59.05% 66.25-69.14% 55.43-59.05% Weighted-average expected term (years) 5.67-5.82 5.15-5.77 5.67-5.82 5.15-5.77 Risk-free interest rate 1.36-1.49% 1.60-1.76% 1.36-1.49% 1.60-1.76% Expected dividend yield — — — — |
Non-employee stock options | |
Schedule of estimated grant-date fair value of stock options calculated using the Black-Scholes option-pricing model | Three months ended Six Months Ended June 30, June 30, 2016 2015 2016 2016 Weighted-average volatility 78.30-80.04% — 78.30-80.04% — Weighted-average expected term (years) 9.19-9.25 — 9.19-9.44 — Risk-free interest rate 1.44-1.66% — 1.44-1.74% — Expected dividend yield — — — — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions | |
Schedule of total outstanding liabilities to Napo | June 30, December 31, 2016 2015 Due to/(from) Napo $ — $ ) Royalty payable to Napo — License fee payable to Napo — Total $ — $ |
Net Loss Per Share Attributab31
Net Loss Per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Net Loss Per Share Attributable to Common Stockholders | |
Schedule of calculation of basic and diluted net loss per common share | Three Months Ended Six Months Ended June 30, June 30, 2016 2015 2016 2015 Net loss attributable to common shareholders $ ) $ ) $ ) $ ) Shares used to compute net loss per common share, basic and diluted Net loss per share attributable to common shareholders, basic and diluted $ ) $ ) $ ) $ ) |
Schedule of common stock equivalents excluded from the calculation of diluted net loss per common share | June 30, June 30, 2016 2015 Options Warrants to purchase common stock Restricted stock units Total |
Organization and Business (Deta
Organization and Business (Details) | Feb. 08, 2016USD ($)$ / sharesshares | May 18, 2015USD ($)$ / sharesshares | Oct. 27, 2014shares | Jun. 11, 2013shares | Jun. 30, 2016USD ($)$ / sharesshares | Oct. 31, 2014 | Jun. 30, 2016USD ($)segment$ / sharesshares | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($)shares | Oct. 26, 2014shares |
Number of segments | segment | 1 | |||||||||
Reverse Stock Split | ||||||||||
Common stock, shares authorized | shares | 50,000,000 | 50,000,000 | 50,000,000 | |||||||
Initial Public Offering and Secondary Public Offering | ||||||||||
Net proceeds from initial public offering | $ 18,810,484 | |||||||||
Net proceeds from issuance of common stock | $ 4,130,102 | |||||||||
Liquidity | ||||||||||
Accumulated deficit | $ (33,344,007) | $ (33,344,007) | $ (25,702,328) | |||||||
Common Stock | ||||||||||
Reverse Stock Split | ||||||||||
Reverse stock split ratio | 0.667 | 0.667 | ||||||||
Common stock, shares authorized | shares | 15,000,000 | 10,000,000 | ||||||||
Initial Public Offering and Secondary Public Offering | ||||||||||
Shares issued (in shares) | shares | 2,000,000 | 2,860,000 | ||||||||
Issuance of common stock upon conversion (in shares) | shares | 2,010,596 | |||||||||
Common Stock | IPO | ||||||||||
Initial Public Offering and Secondary Public Offering | ||||||||||
Shares issued (in shares) | shares | 2,860,000 | |||||||||
Shares issued (price per share) | $ / shares | $ 7 | |||||||||
Net proceeds from initial public offering | $ 15,900,000 | |||||||||
Underwriting discounts and commissions | 1,200,000 | $ 1,209,802 | ||||||||
Offering expenses | 2,900,000 | $ 2,897,825 | ||||||||
Non-cash offering expenses | $ 3,300,000 | |||||||||
Issuance of common stock upon conversion (in shares) | shares | 2,010,596 | |||||||||
Common Stock | Secondary public offering | ||||||||||
Initial Public Offering and Secondary Public Offering | ||||||||||
Shares issued (in shares) | shares | 2,000,000 | |||||||||
Shares issued (price per share) | $ / shares | $ 2.50 | |||||||||
Net proceeds from issuance of common stock | $ 4,100,000 | |||||||||
Underwriting discounts and commissions | 373,011 | $ 373,011 | ||||||||
Offering expenses | $ 496,887 | 496,887 | ||||||||
Common Stock | Private investment | ||||||||||
Initial Public Offering and Secondary Public Offering | ||||||||||
Shares issued (in shares) | shares | 222,222 | |||||||||
Net proceeds from issuance of common stock | $ 448,732 | |||||||||
Underwriting discounts and commissions | $ 51,268 | |||||||||
Offering expenses | $ 51,268 | |||||||||
Liquidity | ||||||||||
Term of Stock Purchase Agreement | 30 months | |||||||||
Gross proceeds from the issuance of common stock | $ 500,000 | |||||||||
Private Offering Price (in dollars per share) | $ / shares | $ 2.25 | $ 2.25 | ||||||||
Shares issued to a private investor in payment of underwriting discounts and commissions | shares | 456,667 | 456,667 | ||||||||
Common Stock | Private investment | Maximum | ||||||||||
Liquidity | ||||||||||
Value of common stock that may be sold to a private investor. | $ 15,000,000 | |||||||||
Service Agreement | Napo | ||||||||||
Number of shares issued in exchange for cash and services | shares | 2,666,666 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies - Restricted Cash and Inventories (Details) - USD ($) | Apr. 21, 2016 | Apr. 01, 2016 | Mar. 01, 2016 | Aug. 18, 2015 | Aug. 31, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 22, 2015 |
Restricted Cash | |||||||||
Maximum borrowing capacity | $ 8,000,000 | ||||||||
Initial loan commitment | 6,000,000 | ||||||||
Base minimum cash balance | $ 4,500,000 | $ 1,144,297 | $ 2,821,260 | $ 3,000,000 | $ 3,000,000 | ||||
Repayment of loan from restricted cash | $ 1,500,000 | $ 176,963 | $ 178,740 | ||||||
Interest-only payments, term | 4 months | ||||||||
Inventories | |||||||||
Inventory write-downs | $ 0 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies - Property and Equipment (Details) - Equipment | 6 Months Ended |
Jun. 30, 2016 | |
Minimum | |
Property and Equipment | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum | |
Property and Equipment | |
Property, Plant and Equipment, Useful Life | 10 years |
Summary of Significant Accoun35
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue Recognition | ||||
Revenues | $ 24,143 | $ 63,142 | $ 62,289 | $ 125,529 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Liabilities Measured on a Recurring Basis (Details) | Dec. 31, 2014USD ($) |
Recurring | Level 3 | |
Fair value of liabilities measured on a recurring basis | |
Warrant liability | $ 601,889 |
Fair Value Measurements - Estim
Fair Value Measurements - Estimated Fair Value of Warrant Liability (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2015 | Jun. 30, 2016 | |
Change in the estimated fair value of the warrant liability | ||||
Issuance of Common Warrants | $ 47,479 | |||
Change in Fair Value of Level 3 Liability | $ 173,101 | 501,617 | ||
Conversion into Additional Paid-in Capital | $ 1,202,521 | |||
Assets measured at fair value on a recurring basis | $ 0 | |||
Liabilities measured at fair value on a recurring basis | $ 0 | |||
Level 3 | Recurring | ||||
Change in the estimated fair value of the warrant liability | ||||
Beginning value of warrant liability | 601,889 | $ 601,889 | ||
Issuance of Common Warrants | 47,479 | |||
Change in Fair Value of Level 3 Liability | 501,617 | |||
Conversion into Additional Paid-in Capital | $ (1,150,985) |
License Agreement (Details)
License Agreement (Details) - USD ($) | Mar. 31, 2016 | Jan. 31, 2015 | Jan. 31, 2014 | Jul. 31, 2013 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
License agreement | |||||||||
Property and equipment, net | $ 916,007 | $ 916,007 | $ 829,232 | ||||||
License Fee Payable | 425,000 | ||||||||
Option Agreement | Napo | |||||||||
License agreement | |||||||||
License fees paid | $ 100,000 | ||||||||
Term of agreement | 2 years | ||||||||
License Agreement | Napo | |||||||||
License agreement | |||||||||
License fees paid | $ 425,000 | 1,200,000 | |||||||
Payment obligation of one-time non-refundable license fee | $ 1,750,000 | $ 2,000,000 | |||||||
Option fee | 100,000 | ||||||||
Milestone payments due | $ 3,150,000 | ||||||||
Royalty expiration term from the first sale of each individual product | 10 years | ||||||||
Minimum proceeds from IPO prior to December 31, 2015, required for royalty reduction | $ 10,000,000 | ||||||||
Milestone payments due in the event of minimum proceeds from IPO | 0 | ||||||||
License Fee Payable | 0 | 0 | $ 425,000 | ||||||
License Agreement | Napo | Products derived from Croton Lechleri | |||||||||
License agreement | |||||||||
Royalty rate for net sales below revenue base (as a percent) | 8.00% | ||||||||
Net product sales upon which royalty rate increases | $ 30,000,000 | ||||||||
Royalty rate for net sales above revenue base (as a percent) | 10.00% | ||||||||
Royalties payments due in the event of minimum proceeds from IPO | $ 0 | ||||||||
License Agreement | Napo | Prescription products derived from Croton Lechleri | |||||||||
License agreement | |||||||||
Royalty rate in the event of an IPO in excess of a specified amount | 2.00% | ||||||||
License Agreement | Napo | Nonprescription products derived from Croton Lechleri | |||||||||
License agreement | |||||||||
Royalty rate in the event of an IPO in excess of a specified amount | 1.00% | ||||||||
License Agreement | Napo | Pharmaceutical prescription products not derived from Croton Lechleri | |||||||||
License agreement | |||||||||
Royalty on annual net sales of products (as a percent) | 2.00% | ||||||||
License Agreement | Napo | Nonprescription products not derived from Croton Lechleri | |||||||||
License agreement | |||||||||
Royalty on annual net sales of products (as a percent) | 1.00% | ||||||||
License Agreement | Napo | Accrued Liabilities | |||||||||
License agreement | |||||||||
Unpaid royalties | 0 | 0 | $ 2,810 | ||||||
License Agreement | Napo | Property and equipment | |||||||||
License agreement | |||||||||
Property and equipment, net | 811,087 | 811,087 | $ 811,087 | ||||||
License Agreement | Napo | General and administrative expense | |||||||||
License agreement | |||||||||
Royalties incurred | 191 | $ 36,163 | 844 | $ 38,746 | |||||
License Agreement | Napo | Research and development expense | |||||||||
License agreement | |||||||||
Depreciation expense | $ 6,568 | $ 13,136 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Property and Equipment | |||
Property, Plant and Equipment, Gross | $ 938,594 | $ 938,594 | $ 834,387 |
Accumulated depreciation | (22,587) | (22,587) | (5,155) |
Property and equipment, net | 916,007 | 916,007 | 829,232 |
Depreciation and amortization expense | 9,554 | 17,432 | |
Lab Equipment | |||
Property and Equipment | |||
Property, Plant and Equipment, Gross | 811,087 | 811,087 | 811,087 |
Lab Equipment | Research and development expense | |||
Property and Equipment | |||
Depreciation and amortization expense | 6,568 | 13,136 | |
Clinical Equipment | |||
Property and Equipment | |||
Property, Plant and Equipment, Gross | 64,870 | 64,870 | $ 23,300 |
Clinical Equipment | Research and development expense | |||
Property and Equipment | |||
Depreciation and amortization expense | 2,551 | 3,716 | |
Software | |||
Property and Equipment | |||
Property, Plant and Equipment, Gross | 5,223 | 5,223 | |
Software | General and administrative expense | |||
Property and Equipment | |||
Depreciation and amortization expense | 435 | 580 | |
Work in-process | |||
Property and Equipment | |||
Property, Plant and Equipment, Gross | $ 57,414 | $ 57,414 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued Expenses (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Accrued compensation and related: | ||
Accrued vacation | $ 200,878 | $ 187,734 |
Accrued payroll | 80,692 | |
Accrued payroll tax | 15,367 | 43,702 |
Total of accrued compensation and related | 216,245 | 312,128 |
Accrued interest | 119,165 | 127,149 |
Accrued contract manufacturing costs | 165,480 | 110,141 |
Accrued clinical | 133,375 | 166,750 |
Accrued other | 19,479 | 82,266 |
Total | $ 653,744 | $ 798,434 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases (Details) - USD ($) | Jul. 01, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | May 31, 2014 | Jun. 30, 2016 | Jun. 30, 2015 |
Commitments and Contingencies | ||||||
Cash deposits under non-cancelable sub-lease agreement | $ 122,163 | |||||
Security deposit under non-cancelable sub-lease agreement | 29,539 | |||||
Future minimum lease payments under non-cancellable operating leases | ||||||
2016 - July through December | $ 180,242 | $ 180,242 | ||||
2,017 | 363,486 | 363,486 | ||||
2,018 | 245,327 | 245,327 | ||||
Total minimum lease payments | 789,055 | 789,055 | ||||
Other assets | ||||||
Commitments and Contingencies | ||||||
Prepayment of last three months lease payments | $ 92,623 | |||||
Napo | ||||||
Commitments and Contingencies | ||||||
Rent related to the office space | $ 33,897 | |||||
General and administrative expense | ||||||
Commitments and Contingencies | ||||||
Rent expense under non-cancelable operating lease | $ 90,278 | $ 180,556 | ||||
General and administrative expense | Napo | ||||||
Commitments and Contingencies | ||||||
Rent expense under non-cancelable operating lease | $ 34,799 | $ 69,598 |
Commitments and Contingencies42
Commitments and Contingencies - Contract Manufacturing Commitment (Details) | Jul. 15, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 26, 2014EUR (€)itemshares | Jun. 30, 2015EUR (€) | May 31, 2015EUR (€) | Apr. 30, 2015EUR (€) | Jun. 30, 2016USD ($) | Dec. 31, 2015EUR (€)sharesitem | Dec. 31, 2015USD ($)item | Jun. 30, 2016EUR (€)shares | Mar. 29, 2016EUR (€) | Mar. 31, 2015$ / shares | Mar. 25, 2015EUR (€) | Oct. 30, 2014 |
Commitments and Contingencies | ||||||||||||||
Prepayment of start-up fee | € 250,000 | |||||||||||||
Number of warrants issued to purchase shares of common stock (in shares) | shares | 26,785 | 26,785 | ||||||||||||
Exercise price as a percentage of initial public offering price | 80.00% | |||||||||||||
Accrued Liabilities | ||||||||||||||
Commitments and Contingencies | ||||||||||||||
Contract amortization costs included in accrued liabilities | $ | $ 170,850 | $ 110,141 | ||||||||||||
Transfer Agreement | ||||||||||||||
Commitments and Contingencies | ||||||||||||||
Bonus fee paid | $ | $ 150,000 | |||||||||||||
Transfer Agreement | Accrued Liabilities | ||||||||||||||
Commitments and Contingencies | ||||||||||||||
Bonus fee paid | $ | $ 165,480 | |||||||||||||
Transfer Agreement | Manufacturer | ||||||||||||||
Commitments and Contingencies | ||||||||||||||
Prepayment of start-up fee | € 500,000 | € 500,000 | € 500,000 | |||||||||||
Prepayment of start-up fee which is to be paid at the earlier to occur of September 15, 2014 or the closing date of an initial public offering | 250,000 | |||||||||||||
Prepayment of start-up fee which is to be paid at the time of installation and qualification of the Company's equipment | 250,000 | |||||||||||||
Prepayment related to technology transfer | 620,000 | 215,000 | ||||||||||||
Prepayment related to technology transfer which is to be paid within five days of the signature of the Transfer Agreement | 310,000 | |||||||||||||
Prepayment related to technology transfer which is to be paid after the delivery of a final study report | 310,000 | |||||||||||||
Prepayment for design of a portion of the Manufacturer's facility which is to be paid within five days of the signature of the Transfer Agreement | € 100,000 | |||||||||||||
Period within which prepayment for design of a portion of the Manufacturer's facility is payable from signature of the Transfer Agreement | 5 days | |||||||||||||
Bonus fee payable | € 300,000 | € 150,000 | ||||||||||||
Number of installments | item | 2 | |||||||||||||
Bonus fee paid | € 150,000 | € 150,000 | 150,000 | |||||||||||
Aggregate amount payable to Manufacturer upon the delivery of agreed-upon levels of satisfactory product pursuant to the agreement | € 500,000 | € 250,000 | € 250,000 | |||||||||||
Number of warrants issued to purchase shares of common stock (in shares) | shares | 16,666 | |||||||||||||
Exercise price as a percentage of initial public offering price | 90.00% | |||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 6.30 | |||||||||||||
Remaining balance due related to prepayment of technology transfer | € 310,000 | |||||||||||||
Increase in prepayment for design of portion of manufacturer facility payable within specified days of signature of agreement | 170,000 | |||||||||||||
Transfer Agreement | API | ||||||||||||||
Commitments and Contingencies | ||||||||||||||
Amount of product supplied at no cost (in Kg) | item | 400 | 400 | ||||||||||||
Amendment to Transfer Agreement first portion due | Manufacturer | ||||||||||||||
Commitments and Contingencies | ||||||||||||||
Prepayment related to technology transfer | € 215,000 | |||||||||||||
Payments related to design of a portion of manufacturing facility | € 150,000 | |||||||||||||
Amendment to Transfer Agreement second portion due | Manufacturer | ||||||||||||||
Commitments and Contingencies | ||||||||||||||
Prepayment related to technology transfer | € 95,000 | |||||||||||||
Payments related to design of a portion of manufacturing facility | € 20,000 |
Debt and Warrants (Details)
Debt and Warrants (Details) | Aug. 01, 2018USD ($) | Apr. 21, 2016USD ($) | Apr. 01, 2016USD ($) | Mar. 01, 2016USD ($) | Aug. 18, 2015USD ($) | Aug. 15, 2015USD ($) | Jun. 02, 2015shares | Dec. 23, 2014USD ($)item$ / sharesshares | Dec. 03, 2014USD ($)$ / shares | Oct. 31, 2014 | Oct. 30, 2014USD ($)item | Jul. 16, 2014USD ($)$ / sharesshares | Jun. 26, 2014USD ($)$ / sharesshares | Jun. 26, 2014USD ($)$ / sharesshares | Jun. 02, 2014USD ($)item$ / shares | Aug. 31, 2015USD ($) | May 31, 2015USD ($)shares | Apr. 30, 2015$ / sharesshares | Mar. 31, 2015USD ($)$ / shares | Feb. 28, 2015USD ($)item | Aug. 31, 2014USD ($)$ / sharesshares | Feb. 28, 2014USD ($)shares | Feb. 28, 2014USD ($) | Jun. 30, 2016USD ($)shares | Jun. 30, 2015USD ($)shares | Sep. 30, 2013USD ($)item$ / sharesshares | Aug. 31, 2016 | May 31, 2015USD ($)shares | Jun. 30, 2016USD ($)shares | Jun. 30, 2015USD ($)shares | Dec. 31, 2015USD ($)shares | Mar. 31, 2016USD ($) | Dec. 22, 2015USD ($) |
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Gross aggregate proceeds | $ 1,250,000 | ||||||||||||||||||||||||||||||||
Number of shares issued for notes converted | shares | 178,571 | ||||||||||||||||||||||||||||||||
Number of warrants issued to purchase shares of common stock (in shares) | shares | 26,785 | 26,785 | 26,785 | ||||||||||||||||||||||||||||||
Exercise price as a percentage of initial public offering price | 80.00% | ||||||||||||||||||||||||||||||||
Fair value of warrants | $ 114,300 | ||||||||||||||||||||||||||||||||
Interest Paid | $ 277,959 | ||||||||||||||||||||||||||||||||
Stand-by line of credit | $ 8,000,000 | ||||||||||||||||||||||||||||||||
Initial loan commitment | 6,000,000 | ||||||||||||||||||||||||||||||||
Proceeds required to be maintained in cash | $ 4,500,000 | $ 1,144,297 | 1,144,297 | $ 3,000,000 | $ 2,821,260 | $ 3,000,000 | |||||||||||||||||||||||||||
Repayment of loan from restricted cash | $ 1,500,000 | $ 176,963 | $ 178,740 | ||||||||||||||||||||||||||||||
Interest-only payments, term | 4 months | ||||||||||||||||||||||||||||||||
Short-term debt | |||||||||||||||||||||||||||||||||
Net debt obligation | 150,000 | 150,000 | 150,000 | ||||||||||||||||||||||||||||||
Interest payable on convertible notes payable | 119,165 | 119,165 | 127,149 | ||||||||||||||||||||||||||||||
Future principal payments of debt | |||||||||||||||||||||||||||||||||
2016 July through December | 633,003 | 633,003 | |||||||||||||||||||||||||||||||
2,017 | 2,032,048 | 2,032,048 | |||||||||||||||||||||||||||||||
2,018 | 1,479,246 | 1,479,246 | |||||||||||||||||||||||||||||||
Total | 4,144,297 | 4,144,297 | |||||||||||||||||||||||||||||||
Long-term debt | |||||||||||||||||||||||||||||||||
Current portion of long-term debt | 1,465,713 | 1,465,713 | 1,707,899 | ||||||||||||||||||||||||||||||
Long-term debt, net of discount | $ 2,685,580 | 2,685,580 | $ 4,095,028 | ||||||||||||||||||||||||||||||
End-of-term payment | 560,000 | ||||||||||||||||||||||||||||||||
Total including end-of-term payment | 4,704,297 | ||||||||||||||||||||||||||||||||
Less: unaccreted end-of-term payment | (298,176) | ||||||||||||||||||||||||||||||||
Debt and unpaid accrued end-of-term payment | $ 4,406,121 | ||||||||||||||||||||||||||||||||
Warrant Activity | |||||||||||||||||||||||||||||||||
Warrants outstanding at beginning of period | shares | 494,267 | 748,872 | 494,267 | 494,267 | |||||||||||||||||||||||||||||
Warrants issued | shares | 254,605 | ||||||||||||||||||||||||||||||||
Warrants outstanding at end of period | shares | 748,872 | 748,872 | 748,872 | 748,872 | 748,872 | ||||||||||||||||||||||||||||
Transfer Agreement | Manufacturer | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Number of warrants issued to purchase shares of common stock (in shares) | shares | 16,666 | 16,666 | |||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 6.30 | ||||||||||||||||||||||||||||||||
Exercise price as a percentage of initial public offering price | 90.00% | 90.00% | |||||||||||||||||||||||||||||||
Warrants to purchase common stock | Transfer Agreement | Manufacturer | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 6.30 | ||||||||||||||||||||||||||||||||
Term | 5 years | ||||||||||||||||||||||||||||||||
Warrants to purchase common stock | Common Stock | Transfer Agreement | Manufacturer | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Number of warrants issued to purchase shares of common stock (in shares) | shares | 16,666 | 16,666 | |||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 4.35 | $ 4.35 | |||||||||||||||||||||||||||||||
Exercise price as a percentage of initial public offering price | 90.00% | 90.00% | |||||||||||||||||||||||||||||||
Term | 5 years | ||||||||||||||||||||||||||||||||
Fair value of warrants | $ 37,840 | $ 37,840 | |||||||||||||||||||||||||||||||
Strike price (in dollars per share) | $ / shares | $ 4.83 | $ 4.83 | |||||||||||||||||||||||||||||||
Volatility (as a percent) | 49.00% | ||||||||||||||||||||||||||||||||
Dividend yield (as a percent) | 0.00% | ||||||||||||||||||||||||||||||||
Risk-free interest rate (as a percent) | 1.64% | ||||||||||||||||||||||||||||||||
Standby bridge financing agreement | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 521,291 | ||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 5.23 | ||||||||||||||||||||||||||||||||
Term | 5 years | ||||||||||||||||||||||||||||||||
Fair value of warrants | $ 505,348 | ||||||||||||||||||||||||||||||||
Strike price (in dollars per share) | $ / shares | $ 5.01 | ||||||||||||||||||||||||||||||||
Volatility (as a percent) | 63.00% | ||||||||||||||||||||||||||||||||
Dividend yield (as a percent) | 0.00% | ||||||||||||||||||||||||||||||||
Risk-free interest rate (as a percent) | 1.61% | ||||||||||||||||||||||||||||||||
Unamortized note discount | $ 605,348 | ||||||||||||||||||||||||||||||||
Number of lenders | item | 2 | ||||||||||||||||||||||||||||||||
Aggregate principal amount of bridge financing | $ 1,000,000 | ||||||||||||||||||||||||||||||||
Interest Paid | $ 1,321,600 | ||||||||||||||||||||||||||||||||
Value to be divided by IPO exercise price to determine number of warrants granted | $ 1,000,000 | ||||||||||||||||||||||||||||||||
Short-term debt | |||||||||||||||||||||||||||||||||
Unamortized note discount | $ (605,348) | ||||||||||||||||||||||||||||||||
Nominal interest | 100,000 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | 521,291 | ||||||||||||||||||||||||||||||||
Repayment premium | 86,667 | ||||||||||||||||||||||||||||||||
Debt issuance costs | 100,800 | ||||||||||||||||||||||||||||||||
Total | 808,758 | ||||||||||||||||||||||||||||||||
Long-term debt | |||||||||||||||||||||||||||||||||
Unamortized note discount | $ (605,348) | ||||||||||||||||||||||||||||||||
Nominal interest | 100,000 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | 521,291 | ||||||||||||||||||||||||||||||||
Debt Issuance Cost | 100,800 | ||||||||||||||||||||||||||||||||
Total | 808,758 | ||||||||||||||||||||||||||||||||
Standby bridge financing agreement | IPO | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 5.60 | ||||||||||||||||||||||||||||||||
Standby bridge financing agreement | Interest Expense. | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 521,291 | ||||||||||||||||||||||||||||||||
Term | 6 months | 6 months | |||||||||||||||||||||||||||||||
Unamortized note discount | $ 100,000 | ||||||||||||||||||||||||||||||||
Additional financing costs | 104,000 | 86,667 | |||||||||||||||||||||||||||||||
Short-term debt | |||||||||||||||||||||||||||||||||
Unamortized note discount | (100,000) | ||||||||||||||||||||||||||||||||
Amortization of debt discount | 521,291 | ||||||||||||||||||||||||||||||||
Debt issuance costs | 104,000 | ||||||||||||||||||||||||||||||||
Long-term debt | |||||||||||||||||||||||||||||||||
Unamortized note discount | (100,000) | ||||||||||||||||||||||||||||||||
Amortization of debt discount | 521,291 | ||||||||||||||||||||||||||||||||
Debt Issuance Cost | $ 104,000 | ||||||||||||||||||||||||||||||||
Convertible notes payable | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Amortization of debt discount | 1,898,540 | ||||||||||||||||||||||||||||||||
Notes payable | $ 150,000 | $ 150,000 | 150,000 | ||||||||||||||||||||||||||||||
Short-term debt | |||||||||||||||||||||||||||||||||
Notes payable | 150,000 | 150,000 | 150,000 | ||||||||||||||||||||||||||||||
Net debt obligation | 150,000 | 150,000 | 150,000 | ||||||||||||||||||||||||||||||
Nominal interest | 8,975 | 61,545 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 1,898,540 | ||||||||||||||||||||||||||||||||
Repayment premium | 100,800 | ||||||||||||||||||||||||||||||||
Total | 8,975 | 2,060,885 | |||||||||||||||||||||||||||||||
Interest payable on convertible notes payable | 84,974 | 84,974 | 75,999 | ||||||||||||||||||||||||||||||
Long-term debt | |||||||||||||||||||||||||||||||||
Nominal interest | 8,975 | 61,545 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 1,898,540 | ||||||||||||||||||||||||||||||||
Total | 8,975 | 2,060,885 | |||||||||||||||||||||||||||||||
Convertible promissory notes | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Number of convertible promissory notes issued | item | 2 | 4 | |||||||||||||||||||||||||||||||
Gross aggregate proceeds | $ 525,000 | ||||||||||||||||||||||||||||||||
Interest rate (as a percent) | 8.00% | ||||||||||||||||||||||||||||||||
Number of business days after the date of consummation of the initial closing of a first equity round of financing, when the debt instrument is due | 10 days | ||||||||||||||||||||||||||||||||
Pre-money valuation threshold amount | $ 3,000,000 | ||||||||||||||||||||||||||||||||
Number of shares issued for notes converted | shares | 207,664 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 4,071 | $ 1,443 | |||||||||||||||||||||||||||||||
Notes payable | $ 250,000 | ||||||||||||||||||||||||||||||||
Principal and interest paid on debt | 103,912 | ||||||||||||||||||||||||||||||||
Retirement of convertible promissory notes | $ 100,000 | $ 100,000 | |||||||||||||||||||||||||||||||
Short-term debt | |||||||||||||||||||||||||||||||||
Notes payable | 250,000 | ||||||||||||||||||||||||||||||||
Amortization of debt discount | 4,071 | 1,443 | |||||||||||||||||||||||||||||||
Long-term debt | |||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 4,071 | $ 1,443 | |||||||||||||||||||||||||||||||
Convertible promissory notes | Interest Expense. | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Amortization of debt discount | 1,000,000 | ||||||||||||||||||||||||||||||||
Short-term debt | |||||||||||||||||||||||||||||||||
Amortization of debt discount | 1,000,000 | ||||||||||||||||||||||||||||||||
Long-term debt | |||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 1,000,000 | ||||||||||||||||||||||||||||||||
Convertible promissory notes | Dechra Pharmaceuticals PLC | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Interest rate (as a percent) | 12.00% | ||||||||||||||||||||||||||||||||
Number of warrants issued to purchase shares of common stock (in shares) | shares | 89,285 | ||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 5.60 | ||||||||||||||||||||||||||||||||
Notes payable | $ 1,000,000 | ||||||||||||||||||||||||||||||||
Investment Warrants Expiration Date | Dec. 31, 2017 | ||||||||||||||||||||||||||||||||
Short-term debt | |||||||||||||||||||||||||||||||||
Notes payable | $ 1,000,000 | ||||||||||||||||||||||||||||||||
Convertible promissory notes | Warrants to purchase common stock | Common Stock | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Exercise price as a percentage of purchase price paid by equity investors when pre-money valuation threshold amount is achieved | 75.00% | ||||||||||||||||||||||||||||||||
Number of warrants issued to purchase shares of common stock (in shares) | shares | 207,664 | ||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 2.53 | ||||||||||||||||||||||||||||||||
Warrant term | 5 years | ||||||||||||||||||||||||||||||||
Convertible promissory notes issued June 2, 2014 | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Interest rate (as a percent) | 3.00% | ||||||||||||||||||||||||||||||||
Number of shares issued for notes converted | shares | 53,571 | ||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 5.60 | ||||||||||||||||||||||||||||||||
Notes payable | $ 300,000 | ||||||||||||||||||||||||||||||||
Number of Accredited Investors | item | 2 | ||||||||||||||||||||||||||||||||
Aggregate principal amount issued to board member to which Series A preferred stock was sold | $ 200,000 | ||||||||||||||||||||||||||||||||
Beneficial conversion feature | 75,000 | ||||||||||||||||||||||||||||||||
Short-term debt | |||||||||||||||||||||||||||||||||
Notes payable | 300,000 | ||||||||||||||||||||||||||||||||
Convertible promissory notes issued June 2, 2014 | Interest Expense. | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Amortization of debt discount | $ 12,530 | 30,713 | |||||||||||||||||||||||||||||||
Short-term debt | |||||||||||||||||||||||||||||||||
Amortization of debt discount | 12,530 | 30,713 | |||||||||||||||||||||||||||||||
Long-term debt | |||||||||||||||||||||||||||||||||
Amortization of debt discount | 12,530 | 30,713 | |||||||||||||||||||||||||||||||
Convertible promissory note issued July 16, 2014 | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Interest rate (as a percent) | 3.00% | ||||||||||||||||||||||||||||||||
Number of shares issued for notes converted | shares | 26,785 | ||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 5.60 | ||||||||||||||||||||||||||||||||
Notes payable | $ 150,000 | ||||||||||||||||||||||||||||||||
Beneficial conversion feature | 37,500 | ||||||||||||||||||||||||||||||||
Short-term debt | |||||||||||||||||||||||||||||||||
Notes payable | $ 150,000 | ||||||||||||||||||||||||||||||||
Convertible promissory note issued July 16, 2014 | Interest Expense. | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Amortization of debt discount | 7,243 | 17,757 | |||||||||||||||||||||||||||||||
Short-term debt | |||||||||||||||||||||||||||||||||
Amortization of debt discount | 7,243 | 17,757 | |||||||||||||||||||||||||||||||
Long-term debt | |||||||||||||||||||||||||||||||||
Amortization of debt discount | 7,243 | 17,757 | |||||||||||||||||||||||||||||||
Convertible note purchase agreement | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Gross aggregate proceeds | $ 650,000 | ||||||||||||||||||||||||||||||||
Interest rate (as a percent) | 12.00% | ||||||||||||||||||||||||||||||||
Amortization of debt discount | 61,201 | 121,729 | |||||||||||||||||||||||||||||||
Number of warrants issued to purchase shares of common stock (in shares) | shares | 58,035 | ||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 4.15 | $ 5.60 | |||||||||||||||||||||||||||||||
Number of Accredited Investors | item | 3 | ||||||||||||||||||||||||||||||||
Aggregate principal amount issued to board member to which Series A preferred stock was sold | $ 250,000 | $ 200,000 | |||||||||||||||||||||||||||||||
Beneficial conversion feature | $ 502,057 | 413,098 | |||||||||||||||||||||||||||||||
Term | 3 years | ||||||||||||||||||||||||||||||||
Fair value of warrants | $ 147,943 | ||||||||||||||||||||||||||||||||
Strike price (in dollars per share) | $ / shares | $ 4.59 | ||||||||||||||||||||||||||||||||
Volatility (as a percent) | 49.00% | ||||||||||||||||||||||||||||||||
Dividend yield (as a percent) | 0.00% | ||||||||||||||||||||||||||||||||
Risk-free interest rate (as a percent) | 1.10% | ||||||||||||||||||||||||||||||||
Short-term debt | |||||||||||||||||||||||||||||||||
Amortization of debt discount | 61,201 | 121,729 | |||||||||||||||||||||||||||||||
Long-term debt | |||||||||||||||||||||||||||||||||
Amortization of debt discount | 61,201 | $ 121,729 | |||||||||||||||||||||||||||||||
Convertible note purchase agreement | IPO | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Number of shares issued for notes converted | shares | 116,070 | ||||||||||||||||||||||||||||||||
Exercise price as a percentage of initial public offering price | 80.00% | 5.60% | |||||||||||||||||||||||||||||||
Strike price (in dollars per share) | $ / shares | $ 5.60 | ||||||||||||||||||||||||||||||||
Convertible note purchase agreement | Interest Expense. | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Beneficial conversion feature | $ 207,690 | ||||||||||||||||||||||||||||||||
Line of credit and loan agreement | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Number of warrants issued to purchase shares of common stock (in shares) | shares | 33,333 | ||||||||||||||||||||||||||||||||
Exercise price (in dollars per share) | $ / shares | $ 5.60 | $ 6.40 | |||||||||||||||||||||||||||||||
Exercise price as a percentage of initial public offering price | 80.00% | ||||||||||||||||||||||||||||||||
Term | 2 years | ||||||||||||||||||||||||||||||||
Strike price (in dollars per share) | $ / shares | $ 8 | ||||||||||||||||||||||||||||||||
Volatility (as a percent) | 52.00% | ||||||||||||||||||||||||||||||||
Dividend yield (as a percent) | 0.00% | ||||||||||||||||||||||||||||||||
Risk-free interest rate (as a percent) | 0.52% | ||||||||||||||||||||||||||||||||
Drawdown amount | $ 0 | ||||||||||||||||||||||||||||||||
Line of credit and loan agreement | Maximum | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Stand-by line of credit | $ 1,000,000 | ||||||||||||||||||||||||||||||||
Loan and security agreement | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Interest rate (as a percent) | 9.90% | ||||||||||||||||||||||||||||||||
Amortization of debt discount | 16,640 | 35,051 | |||||||||||||||||||||||||||||||
Interest payable on long-term debt | 34,190 | 34,190 | 51,150 | ||||||||||||||||||||||||||||||
Unamortized note discount | $ 134,433 | 71,584 | 71,584 | 106,635 | |||||||||||||||||||||||||||||
Stand-by line of credit | 8,000,000 | ||||||||||||||||||||||||||||||||
Initial loan commitment | 6,000,000 | ||||||||||||||||||||||||||||||||
Proceeds required to be maintained in cash | $ 4,500,000 | ||||||||||||||||||||||||||||||||
Additional borrowing capacity contingent on achievement of milestones | $ 2,000,000 | ||||||||||||||||||||||||||||||||
Term of agreement | 3 years | ||||||||||||||||||||||||||||||||
Balloon amount payable on August 1, 2018 | $ 560,000 | ||||||||||||||||||||||||||||||||
Effective interest rate | 15.00% | ||||||||||||||||||||||||||||||||
Prior notification period required for pre-payment of principal and accrued interest (in days) | 5 days | ||||||||||||||||||||||||||||||||
Short-term debt | |||||||||||||||||||||||||||||||||
Unamortized note discount | $ (134,433) | (71,584) | (71,584) | (106,635) | |||||||||||||||||||||||||||||
Nominal interest | 112,374 | 261,000 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 16,640 | 35,051 | |||||||||||||||||||||||||||||||
Debt issuance costs | 51,924 | 87,940 | |||||||||||||||||||||||||||||||
Total | 250,269 | 530,018 | |||||||||||||||||||||||||||||||
Long-term debt | |||||||||||||||||||||||||||||||||
Debt and unpaid accrued end-of-term payment | 4,406,121 | 4,406,121 | 6,115,797 | ||||||||||||||||||||||||||||||
Unamortized note discount | $ (134,433) | (71,584) | (71,584) | (106,635) | |||||||||||||||||||||||||||||
Unamortized debt issuance costs | (183,244) | (183,244) | (206,235) | ||||||||||||||||||||||||||||||
Total | 4,151,293 | 4,151,293 | 5,802,927 | ||||||||||||||||||||||||||||||
Current portion of long-term debt | 1,465,713 | 1,465,713 | 1,707,899 | ||||||||||||||||||||||||||||||
Long-term debt, net of discount | 2,685,580 | 2,685,580 | 4,095,028 | ||||||||||||||||||||||||||||||
End-of-term payment | 560,000 | $ 560,000 | |||||||||||||||||||||||||||||||
Nominal interest | 112,374 | 261,000 | |||||||||||||||||||||||||||||||
Amortization of debt discount | 16,640 | 35,051 | |||||||||||||||||||||||||||||||
Accretion of end-of-term payment | 69,331 | 146,027 | |||||||||||||||||||||||||||||||
Debt Issuance Cost | 51,924 | 87,940 | |||||||||||||||||||||||||||||||
Total | 250,269 | 530,018 | |||||||||||||||||||||||||||||||
Loan and security agreement | Prepayment during the first twelve months member | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Prepayment charge during first twelve months of loan when a minimum cash balance is required as a percent of minimum cash balance | 2.00% | ||||||||||||||||||||||||||||||||
Prepayment charge during first twelve months of loan when a minimum cash balance is required as a percent of difference between amount being prepaid and minimum cash balance | 3.00% | ||||||||||||||||||||||||||||||||
Prepayment charge during first twelve months of loan when no minimum cash balance is required as a percent of amount being prepaid | 3.00% | ||||||||||||||||||||||||||||||||
Loan and security agreement | Prepayment after the first twelve months member | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Prepayment charge as a percent of amount being prepaid | 1.00% | ||||||||||||||||||||||||||||||||
Convertible promissory note issued to Serious Change II LP | |||||||||||||||||||||||||||||||||
Debt, Convertible Promissory Notes and Common Stock Warrants | |||||||||||||||||||||||||||||||||
Gross aggregate proceeds | $ 150,000 | ||||||||||||||||||||||||||||||||
Interest rate (as a percent) | 12.00% | ||||||||||||||||||||||||||||||||
Convertible promissory note issued to Serious Change II LP | Accrued liabilities | |||||||||||||||||||||||||||||||||
Short-term debt | |||||||||||||||||||||||||||||||||
Interest payable on convertible notes payable | $ 24,855 | $ 24,855 |
Redeemable Convertible Prefer44
Redeemable Convertible Preferred Stock (Details) - USD ($) | May 18, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | May 31, 2014 | Apr. 30, 2014 | Feb. 28, 2014 |
Redeemable Convertible Preferred Stock | ||||||
Preferred shares issued | 3,015,902 | 3,015,902 | 3,015,902 | |||
Liquidation preference | $ 6,777,338 | |||||
Redemption value | $ 9,000,000 | |||||
Issuance costs incurred | $ 396,012 | |||||
Common Stock | ||||||
Redeemable Convertible Preferred Stock | ||||||
Issuance of common stock upon conversion (in shares) | 2,010,596 | |||||
Common Stock | IPO | ||||||
Redeemable Convertible Preferred Stock | ||||||
Issuance of common stock upon conversion (in shares) | 2,010,596 | |||||
Series A redeemable convertible preferred stock | ||||||
Redeemable Convertible Preferred Stock | ||||||
Preferred shares issued | 3,015,902 | |||||
Issuance costs incurred | $ 119,097 | |||||
Preferred shares outstanding | 3,015,902 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 6 Months Ended | |
Jun. 30, 2016item$ / sharesshares | Dec. 31, 2015$ / sharesshares | |
Stockholders' Equity | ||
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Number of voting rights entitled for each share of common stock held | item | 1 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Shares of common stock reserved for issuance | ||
Options issued and outstanding | 1,464,265 | 919,506 |
Options available for grant | 1,146,943 | 106,833 |
RSUs issued and outstanding | 20,789 | 55,536 |
Warrants issued and outstanding | 748,872 | 748,872 |
Convertible notes | 26,785 | 26,785 |
Total | 3,407,654 | 1,857,532 |
Stock Incentive Plans - Summary
Stock Incentive Plans - Summary of Stock Incentive Plans (Details) - USD ($) | May 18, 2015 | May 12, 2015 | Jul. 31, 2016 | Jul. 31, 2015 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Jan. 01, 2016 | Apr. 30, 2014 | Dec. 31, 2013 |
Shares Available for Grant | ||||||||||||
Beginning balance (in shares) | 1,146,943 | 106,833 | 106,833 | |||||||||
Ending balance (in shares) | 1,146,943 | 1,146,943 | 106,833 | |||||||||
Stock Options Outstanding | ||||||||||||
Beginning balance (in shares) | 1,464,265 | 919,506 | 919,506 | |||||||||
Ending balance (in shares) | 1,464,265 | 1,464,265 | 919,506 | |||||||||
RSUs Outstanding | ||||||||||||
Beginning balance (in shares) | 20,789 | 55,536 | 55,536 | |||||||||
Ending balance (in shares) | 20,789 | 20,789 | 55,536 | |||||||||
Weighted Average Stock Option Exercise Price | ||||||||||||
Beginning balance (in dollars per share) | $ 3.61 | $ 3.87 | $ 3.87 | |||||||||
Options Cancelled (in dollars per share) | $ 1.58 | |||||||||||
Ending balance (in dollars per share) | $ 3.61 | $ 3.61 | $ 3.87 | |||||||||
Weighted Average Remaining Contractual Life (Years) | ||||||||||||
Weighted Average Remaining Contractual Life (Years) | 8 years 9 months 22 days | 8 years 9 months 22 days | ||||||||||
Options vested, exercisable and expected to vest | ||||||||||||
Options vested and exercisable (in shares) | 574,690 | 574,690 | ||||||||||
Options vested and exercisable (in dollars per share) | $ 4.05 | $ 4.05 | ||||||||||
Options vested and exercisable (in years) | 6 years 5 months 27 days | |||||||||||
Options vested and expected to vest (in shares) | 1,164,273 | 1,164,273 | ||||||||||
Options vested and expected to vest (in dollars per share) | $ 3.63 | $ 3.63 | ||||||||||
Options vested and expected to vest (in years) | 8 years 9 months 15 days | |||||||||||
Fair market value of options exercised (in dollars per share) | $ 3.65 | $ 1.04 | ||||||||||
Stock options | ||||||||||||
Stock Options Outstanding | ||||||||||||
Options Exercised (in shares) | 0 | 0 | ||||||||||
Options vested, exercisable and expected to vest | ||||||||||||
Number of options vested (in shares) | 242,239 | 291,786 | ||||||||||
Fair value of options vested on grant date | $ 283,219 | $ 160,736 | ||||||||||
2013 Plan | ||||||||||||
Stock Options Outstanding | ||||||||||||
Options Cancelled (in shares) | (102,889) | (24,740) | ||||||||||
RSUs Outstanding | ||||||||||||
RSUs Granted (in shares) | (27,768) | |||||||||||
RSUs Cancelled (in shares) | (6,979) | |||||||||||
Weighted Average Stock Option Exercise Price | ||||||||||||
Options Cancelled (in dollars per share) | $ 3.52 | $ 7 | ||||||||||
2013 Plan | Stock options | ||||||||||||
Stock Incentive Plans | ||||||||||||
Number of shares reserved for issuance | 847,533 | 300,000 | ||||||||||
Shares Available for Grant | ||||||||||||
Shares Authorized (in shares) | 847,533 | 300,000 | ||||||||||
Stock Options Outstanding | ||||||||||||
Options Granted (in shares) | 0 | |||||||||||
2014 Plan | ||||||||||||
Stock Incentive Plans | ||||||||||||
Number of shares reserved for issuance | 1,550,000 | 162,498 | 1,550,000 | |||||||||
Shares Available for Grant | ||||||||||||
Shares Authorized (in shares) | 1,550,000 | 162,498 | 1,550,000 | |||||||||
Stock Options Outstanding | ||||||||||||
Options Granted (in shares) | 692,388 | |||||||||||
Options Cancelled (in shares) | (20,000) | |||||||||||
Weighted Average Stock Option Exercise Price | ||||||||||||
Options Granted (in dollars per share) | $ 3.30 | |||||||||||
2014 Plan | Stock options | ||||||||||||
Stock Incentive Plans | ||||||||||||
Number of shares reserved for issuance | 333,333 | |||||||||||
Increase in shares reserve based on outstanding number of shares | 162,498 | |||||||||||
Increase in share reserve based on outstanding number of shares (as a percent) | 2.00% | |||||||||||
Additional shares under plan contingent upon approval by stockholders at next stockholders meeting | 1,550,000 | 550,000 | ||||||||||
Shares Available for Grant | ||||||||||||
Shares Authorized (in shares) | 333,333 |
Stock Incentive Plans - Restric
Stock Incentive Plans - Restricted Units (Details) - USD ($) | Jan. 01, 2017 | Jan. 01, 2016 | Jun. 30, 2016 |
Stock Incentive Plans | |||
Issuance of common stock in exchange for vested restricted stock units (in shares) | 17,546 | ||
Restricted stock units | |||
Stock Incentive Plans | |||
RSUs, vested and released, gross (in shares) | 27,768 | ||
RSU shares used to pay withholding taxes (in shares0 | 10,172 | ||
Unrecognized stock-based compensation expense | $ 61,592 | ||
2013 Plan | Restricted stock units | |||
Stock Incentive Plans | |||
Vesting (as a percent) | 50.00% | ||
2013 Plan | Restricted stock units | Forecast | |||
Stock Incentive Plans | |||
Vesting (as a percent) | 50.00% |
Stock Incentive Plans - Stock-B
Stock Incentive Plans - Stock-Based Compensation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Stock Incentive Plans | ||||
Total stock-based compensation expense | $ 125,522 | $ 575,230 | $ 229,064 | $ 627,847 |
Research and development expense | ||||
Stock Incentive Plans | ||||
Total stock-based compensation expense | 37,284 | 328,555 | 62,617 | 346,219 |
Selling and marketing expense | ||||
Stock Incentive Plans | ||||
Total stock-based compensation expense | 34,829 | 8,681 | 34,829 | |
General and administrative expense | ||||
Stock Incentive Plans | ||||
Total stock-based compensation expense | 88,238 | $ 211,846 | 157,766 | $ 246,799 |
Stock options | ||||
Stock Incentive Plans | ||||
Unrecognized stock-based compensation expense | 852,837 | $ 852,837 | ||
Estimated grant-date fair value of stock options calculated using the Black-Scholes option-pricing model | ||||
Weighted-average expected term (in years) | 2 years 18 days | |||
Restricted stock units | ||||
Stock Incentive Plans | ||||
Unrecognized stock-based compensation expense | $ 61,592 | $ 61,592 | ||
Estimated grant-date fair value of stock options calculated using the Black-Scholes option-pricing model | ||||
Weighted-average expected term (in years) | 1 year | |||
Minimum | Employee stock options | ||||
Estimated grant-date fair value of stock options calculated using the Black-Scholes option-pricing model | ||||
Weighted-average volatility (as a percent) | 66.25% | 55.43% | 66.25% | 55.43% |
Weighted-average expected term (in years) | 5 years 8 months 1 day | 5 years 1 month 24 days | 5 years 8 months 1 day | 5 years 1 month 24 days |
Risk-free interest rate (as a percent) | 1.36% | 1.60% | 1.36% | 1.60% |
Minimum | Non-employee stock options | ||||
Estimated grant-date fair value of stock options calculated using the Black-Scholes option-pricing model | ||||
Weighted-average volatility (as a percent) | 78.30% | 78.30% | ||
Weighted-average expected term (in years) | 9 years 2 months 9 days | 9 years 2 months 9 days | ||
Risk-free interest rate (as a percent) | 1.44% | 1.44% | ||
Maximum | Employee stock options | ||||
Estimated grant-date fair value of stock options calculated using the Black-Scholes option-pricing model | ||||
Weighted-average volatility (as a percent) | 69.14% | 59.05% | 69.14% | 59.05% |
Weighted-average expected term (in years) | 5 years 9 months 26 days | 5 years 9 months 7 days | 5 years 9 months 26 days | 5 years 9 months 7 days |
Risk-free interest rate (as a percent) | 1.49% | 1.76% | 1.49% | 1.76% |
Maximum | Non-employee stock options | ||||
Estimated grant-date fair value of stock options calculated using the Black-Scholes option-pricing model | ||||
Weighted-average volatility (as a percent) | 80.04% | 80.04% | ||
Weighted-average expected term (in years) | 9 years 3 months | 9 years 5 months 9 days | ||
Risk-free interest rate (as a percent) | 1.66% | 1.74% |
Related Party Transactions (Det
Related Party Transactions (Details) - Napo | Dec. 31, 2015USD ($) |
Outstanding liabilities | |
Due to/(from) Napo | $ (6,008) |
Royalty payable to Napo | 2,809 |
License fee payable to Napo | 425,000 |
Total | $ 421,801 |
Net Loss Per Share Attributab50
Net Loss Per Share Attributable to Common Stockholders- Calculation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Calculation of basic and diluted net loss per common share | ||||
Net loss attributable to common stockholders | $ (3,657,475) | $ (5,421,963) | $ (7,641,679) | $ (9,546,432) |
Shares used to compute net loss per common share, basic and diluted (in shares) | 10,314,106 | 5,410,661 | 9,810,730 | 4,149,502 |
Net loss per share attributable to common shareholders, basic and diluted | $ (0.35) | $ (1) | $ (0.78) | $ (2.30) |
Net Loss Per Share Attributab51
Net Loss Per Share Attributable to Common Stockholders- Excluded From Calculation (Details) - shares | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Outstanding common stock equivalents have been excluded from diluted net loss per common share | ||
Outstanding common stock equivalents have been excluded from diluted net loss per common share (in shares) | 2,233,926 | 1,619,692 |
Options | ||
Outstanding common stock equivalents have been excluded from diluted net loss per common share | ||
Outstanding common stock equivalents have been excluded from diluted net loss per common share (in shares) | 1,464,265 | 815,284 |
Warrants to purchase common stock | ||
Outstanding common stock equivalents have been excluded from diluted net loss per common share | ||
Outstanding common stock equivalents have been excluded from diluted net loss per common share (in shares) | 748,872 | 748,872 |
Restricted stock units | ||
Outstanding common stock equivalents have been excluded from diluted net loss per common share | ||
Outstanding common stock equivalents have been excluded from diluted net loss per common share (in shares) | 20,789 | 55,536 |
401(k) Plan (Details)
401(k) Plan (Details) | 6 Months Ended |
Jun. 30, 2016USD ($) | |
401(k) Plan | |
Employer contributions to the plan | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Aug. 09, 2016 | Jul. 25, 2016 | Jul. 14, 2016 | Jun. 30, 2016 | Oct. 31, 2016 |
Subsequent Event | |||||
Net proceeds from issuance of common stock | $ 4,130,102 | ||||
Subsequent event | |||||
Subsequent Event | |||||
Shares issued (in shares) | 100,000 | 100,000 | 100,000 | ||
Net proceeds from issuance of common stock | $ 146,690 | $ 177,000 | $ 183,670 | ||
Subsequent event | Convertible promissory note issued to Serious Change II LP | |||||
Subsequent Event | |||||
Convertible notes payable | $ 150,000 |