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Document and Entity Information (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Mar. 05, 2015
Jun. 30, 2014
Document and Entity Information
Entity Registrant Name Radius Health, Inc.
Entity Central Index Key 0001428522
Document Type 10-K
Document Period End Date Dec 31, 2014
Amendment Flag false
Current Fiscal Year End Date --12-31
Entity Well-known Seasoned Issuer Yes
Entity Voluntary Filers No
Entity Current Reporting Status Yes
Entity Filer Category Accelerated Filer
Entity Public Float $ 190.5
Entity Common Stock, Shares Outstanding 37,821,722
Document Fiscal Year Focus 2014
Document Fiscal Period Focus FY
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Condensed Balance Sheets (USD $)
Dec. 31, 2014
Dec. 31, 2013
Current assets:
Cash and cash equivalents $ 28,518,000 $ 12,303,000
Marketable Securities 76,758,000
Prepaid expenses and other current assets 2,057,000 334,000
Total current assets 107,333,000 12,637,000
Property and equipment, net 842,000 76,000
Other assets 242,000 45,000
Total assets 108,417,000 12,758,000
Current liabilities:
Accounts payable 2,292,000 300,000
Accrued expenses and other current liabilities 18,267,000 22,007,000
Current portion of note payable, net of discount 13,005,000
Total current liabilities 20,559,000 35,312,000
Note payable, net of current portion and discount 24,394,000
Warrant liability 1,945,000
Commitments and contingencies      
Stockholders' equity (deficit):
Common stock, $.0001 par value; 200,000,000 shares and 100,000,000 shares authorized, 32,924,535 shares and 385,664 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively 3,000   
Additional paid-in-capital 407,720,000
Accumulated other comprehensive loss (21,000)
Accumulated deficit 344,238,000 277,301,000
Total stockholders' equity (deficit) 63,464,000 (277,301,000)
Total liabilities, convertible preferred stock and stockholders' equity (deficit) 108,417,000 12,758,000
Series B Convertible Preferred Stock
Current liabilities:
Preferred Stock 43,892,000
Stockholders' equity (deficit):
Total stockholders' equity (deficit) 43,892,000
Series A-1 Convertible Preferred Stock
Current liabilities:
Preferred Stock 78,737,000
Stockholders' equity (deficit):
Total stockholders' equity (deficit) 78,737,000
Series A-2 Convertible Preferred Stock
Current liabilities:
Preferred Stock 93,977,000
Stockholders' equity (deficit):
Total stockholders' equity (deficit) 93,977,000
Series A-3 Convertible Preferred Stock
Current liabilities:
Preferred Stock 12,232,000
Stockholders' equity (deficit):
Total stockholders' equity (deficit) 12,232,000
Series A-4 Convertible Preferred Stock
Current liabilities:
Preferred Stock 271,000
Stockholders' equity (deficit):
Total stockholders' equity (deficit) 271,000
Series A-5 Convertible Preferred Stock
Current liabilities:
Preferred Stock 525,000
Stockholders' equity (deficit):
Total stockholders' equity (deficit) 525,000
Series A-6 Convertible Preferred Stock
Current liabilities:
Preferred Stock 23,168,000
Stockholders' equity (deficit):
Total stockholders' equity (deficit) $ 23,168,000
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Condensed Balance Sheets (Parenthetical) (USD $)
Dec. 31, 2014
Dec. 31, 2013
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized 200,000,000 100,000,000
Common stock, shares issued 32,924,535 385,664
Common stock, shares outstanding 32,924,535 385,664
Series B-2 Convertible Preferred Stock
Preferred Stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred Stock, shares authorized 0 655,000
Preferred Stock, shares issued 0 0
Preferred Stock, shares outstanding 0 0
Series B Convertible Preferred Stock
Preferred Stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred Stock, shares authorized 0 980,000
Preferred Stock, shares issued 0 701,235
Preferred Stock, shares outstanding 0 701,235
Series A-1 Convertible Preferred Stock
Preferred Stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred Stock, shares authorized 0 1,000,000
Preferred Stock, shares issued 0 939,612
Preferred Stock, shares outstanding 0 939,612
Series A-2 Convertible Preferred Stock
Preferred Stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred Stock, shares authorized 0 983,213
Preferred Stock, shares issued 0 983,208
Preferred Stock, shares outstanding 0 983,208
Series A-3 Convertible Preferred Stock
Preferred Stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred Stock, shares authorized 0 142,230
Preferred Stock, shares issued 0 142,227
Preferred Stock, shares outstanding 0 142,227
Series A-4 Convertible Preferred Stock
Preferred Stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred Stock, shares authorized 0 4,000
Preferred Stock, shares issued 0 3,998
Preferred Stock, shares outstanding 0 3,998
Series A-5 Convertible Preferred Stock
Preferred Stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred Stock, shares authorized 0 7,000
Preferred Stock, shares issued 0 6,443
Preferred Stock, shares outstanding 0 6,443
Series A-6 Convertible Preferred Stock
Preferred Stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred Stock, shares authorized 0 800,000
Preferred Stock, shares issued 0 496,111
Preferred Stock, shares outstanding 0 496,111
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Condensed Statements of Operations and Comprehensive Loss (USD $)
In Thousands, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
OPERATING EXPENSES:
Research and development $ 45,719 $ 60,536 $ 54,961
General and administrative 13,674 6,829 9,469
Loss from operations (59,393) (67,365) (64,430)
OTHER (EXPENSE) INCOME:
Other (expense) income, net (510) 9,085 (2,095)
Loss on retirement of note payable (203)
Interest income 94 30 64
Interest expense (2,467) (2,440) (2,667)
NET LOSS (62,479) (60,690) (69,128)
OTHER COMPREHENSIVE LOSS, NET OF TAX:
Unrealized loss from available-for-sale securities (21) (5)
COMPREHENSIVE LOSS (62,500) (60,690) (69,133)
LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS - BASIC AND DILUTED (Note 12) $ (71,479) $ (78,161) $ (83,120)
LOSS PER SHARE:
Basic and diluted (in dollars per share) $ (4.04) $ (203.91) $ (225.71)
WEIGHTED AVERAGE SHARES:
Basic and diluted (in shares) 17,699,487 383,310 368,261
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Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (USD $)
In Thousands, except Share data, unless otherwise specified
Series B-2 Convertible Preferred Stock
Series B Convertible Preferred Stock
Series A-1 Convertible Preferred Stock
Series A-2 Convertible Preferred Stock
Series A-3 Convertible Preferred Stock
Series A-4 Convertible Preferred Stock
Series A-5 Convertible Preferred Stock
Series A-6 Convertible Preferred Stock
Common Stock
Additional paid-in-capital
Accumulated Other Comprehensive Income (Loss)
Accumulated Deficit
Total
Balance at Dec. 31, 2011 $ 65,675 $ 79,979 $ 10,208 $ 271 $ 525 $ 2,744 $ 5 $ (122,359) $ (119,610)
Balance (in shares) at Dec. 31, 2011 939,612 983,208 142,227 3,998 6,443 283,047
Increase (Decrease) in Stockholders' Equity
Net loss (69,128) (69,128)
Unrealized loss from available-for-sale securities (5) (5)
Stock options exercised 279 279
Stock options exercised (in shares) 97,281
Accretion of dividends on preferred stock 6,282 6,735 974 (4,818) (9,174) (13,992)
Stock-based compensation expense 1,795 1,795
Balance at Dec. 31, 2012 71,957 86,714 11,182 271 525 (200,661) (200,661)
Balance (in shares) at Dec. 31, 2012 939,612 983,208 142,227 3,998 6,443 380,328
Increase (Decrease) in Stockholders' Equity
Net loss (60,690) (60,690)
Stock options exercised 13 13
Stock options exercised (in shares) 5,336
Issuance of preferred stock 41,514 23,168
Issuance of preferred stock (in shares) 701,235 496,111
Accretion of dividends on preferred stock 2,378 6,780 7,263 1,050 (1,521) (15,950) (17,471)
Stock-based compensation expense 1,508 1,508
Balance at Dec. 31, 2013 43,892 78,737 93,977 12,232 271 525 23,168 (277,301) (277,301)
Balance (in shares) at Dec. 31, 2013 701,235 939,612 983,208 142,227 3,998 6,443 496,111 385,664
Increase (Decrease) in Stockholders' Equity
Net loss (62,479) (62,479)
Unrealized loss from available-for-sale securities (21) (21)
Stock options exercised 170 170
Stock options exercised (in shares) 49,382
Issuance of preferred stock 26,152 10,109
Issuance of preferred stock (in shares) 448,060 186,847
Accretion of dividends on preferred stock 685 1,515 3,084 3,246 470 (4,542) (4,458) (9,000)
Issuance of warrants 41 41
Exercise of warrants 20,435
Stock-based compensation expense 7,070 7,070
Issuance of common stock, net 1 103,803 103,804
Issuance of common stock (in shares) 10,141,268
Conversion of convertible preferred stock into common stock (26,837) (45,407) (81,821) (97,223) (12,702) (271) (525) (33,277) 2 298,061 298,063
Conversion of convertible preferred stock into common stock (in shares) (448,060) (701,235) (939,612) (983,208) (142,227) (3,998) (6,443) (682,958) 22,327,786
Reclassification of warrant liability to additional paid-in-capital 3,117 3,117
Balance at Dec. 31, 2014 $ 3 $ 407,720 $ (21) $ (344,238) $ 63,464
Balance (in shares) at Dec. 31, 2014 32,924,535
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Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
CASH FLOWS USED IN OPERATING ACTIVITIES:
Net loss $ (62,479) $ (60,690) $ (69,128)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 77 27 44
Amortization of premium on short-term investments, net 429 27 101
Stock-based compensation expense 7,070 1,508 1,795
Research and development expense settled in stock 2,717 13,118 15,067
Change in fair value of other current assets, warrant liability and other liability 505 (9,087) 2,069
Non-cash interest 295 387 449
Loss on retirement of note payable 57
Changes in operating assets and liabilities:
Prepaid expenses and other current assets (1,639) 1,721 4,623
Other long-term assets (105) 35
Accounts payable 1,991 (250) 237
Accrued expenses and other current liabilities 2,737 8,222 1,550
Net cash used in operating activities (48,345) (45,017) (43,158)
CASH FLOWS (USED IN) PROVIDED BY INVESTING ACTIVITIES:
Purchases of property and equipment (857) (2) (40)
Purchases of marketable securities (97,678) (17,070) (18,989)
Sales and maturities of marketable securities 20,470 21,043 46,464
Net cash (used in) provided by investing activities (78,065) 3,971 27,435
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Proceeds from exercise of stock options 170 13 279
Net proceeds from the issuance of preferred stock, net 27,368 42,870
Proceeds from note payable 24,555 12,500
Proceeds from the issuance of common stock, net 103,804
Deferred financing costs (116) (31)
Payments on note payable (13,156) (8,187) (3,500)
Net cash provided by financing activities 142,625 34,696 9,248
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 16,215 (6,350) (6,475)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 12,303 18,653 25,128
CASH AND CASH EQUIVALENTS AT END OF YEAR 28,518 12,303 18,653
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest 1,971 1,796 1,801
NON-CASH FINANCING ACTIVITIES:
Accretion of dividends on preferred stock 9,000 17,471 13,992
Reclassification of Preferred Stock to Common Stock 298,063
Fair value of series A-6 convertible preferred stock issued as settlement of liability 10,109 23,168
Fair value of warrants issued $ 1,552 $ 1,356 $ 379
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Nature of Business
12 Months Ended
Dec. 31, 2014
Nature of Business
Nature of Business

1. Nature of Business

        Radius Health, Inc. ("Radius" or the "Company") is a science-driven biopharmaceutical company focused on developing new therapeutics for patients with osteoporosis as well as other serious endocrine-mediated diseases. The Company's lead investigational product candidate is the investigational drug abaloparatide (BA058), a bone anabolic for potential use in the reduction of fracture risk in postmenopausal women with severe osteoporosis delivered via subcutaneous injection, which the Company refers to as abaloparatide-SC and is currently in Phase 3 development. The Company is leveraging its investment in abaloparatide-SC to develop a line extension that is designed to improve patient convenience by enabling administration of abaloparatide through an investigational short-wear-time patch, which the Company refers to as abaloparatide-TD. The Company has recently completed a successful Phase 2 proof of concept study of abaloparatide-TD. The Company also believes that, subject to further research and development, abaloparatide may have potential applications across a variety of skeletal or bone related diseases or medical conditions.

        The Company's current clinical product portfolio also includes the investigational drug RAD1901, a selective estrogen receptor down regulator/degrader ("SERD") and RAD140, a nonsteroidal selective androgen receptor modulator ("SARM"). The Company is developing RAD1901 at higher doses for potential use in the treatment of metastatic breast cancer and other estrogen receptor mediated oncology applications. At low doses, RAD1901 acts as a selective estrogen-receptor modulator ("SERM"). Low-dose RAD1901 has shown potential to be effective for the treatment of vasomotor symptoms such as hot flashes in a successful Phase 2 proof of concept study. RAD140 is a nonsteroidal selective androgen receptor modulator, or SARM, that resulted from an internal drug discovery program focused on the androgen receptor pathway which is highly expressed in many breast cancers. Due to its receptor and tissue selectivity, potent oral activity and long duration half-life, RAD140 could have clinical potential in the treatment of breast cancer or possibly other conditions where androgen modulation may offer therapeutic benefit.

        The Company is subject to the risks associated with emerging companies with a limited operating history, including dependence on key individuals, a developing business model, the necessity of securing regulatory approval to market its investigational product candidates, market acceptance of the Company's investigational product candidates, competition for its investigational product candidates, and the continued ability to obtain adequate financing to fund the Company's future operations. The Company has incurred losses and expects to continue to incur additional losses for the foreseeable future. As of December 31, 2014, the Company had an accumulated deficit of $344.2 million, and total cash, cash equivalents and marketable securities of $105.3 million. On January 28, 2015, the Company completed a public offering whereby the Company sold 4,600,000 shares of common stock at a price of $36.75 per share, for aggregate proceeds, net of underwriting discounts, commissions and offering costs, of approximately $158.6 million.

        The Company believes that the aggregate proceeds from the offering on January 28, 2015, together with its cash, cash equivalents and marketable securities as of December 31, 2014, will be sufficient to fund its operations into the fourth quarter of 2016. The Company expects to finance the future development costs of abaloparatide-SC, abaloparatide-TD and RAD1901 with its existing cash and cash equivalents and marketable securities, or through strategic financing opportunities, future offerings of our equity, or the incurrence of debt. However, there is no guarantee that any of these strategic or financing opportunities will be executed or executed on favorable terms, and some could be dilutive to existing stockholders. If the Company fails to obtain additional future capital, it may be unable to complete its planned preclinical and clinical trials and obtain approval of certain investigational product candidates from the U.S. Food and Drug Administration or other foreign regulatory authorities.

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Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2014
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

        Initial and Additional Public Offering—On June 11, 2014, the Company completed its initial public offering whereby the Company sold 6,500,000 shares of common stock at a price of $8.00 per share. The shares began trading on the NASDAQ Global Market on June 6, 2014. In connection with the offering, all outstanding shares of our convertible preferred stock converted into 19,465,132 shares of common stock and 2,862,654 shares of common stock were issued in satisfaction of accumulated dividends accrued on the preferred stock. In addition, all outstanding warrants to purchase shares of A-1 convertible preferred stock and warrants to purchase shares of series B-2 convertible preferred stock were converted into the right to purchase 149,452 shares of common stock and the Company's warrant liability was reclassified to equity.

        On June 18, 2014 and June 25, 2014, the underwriters purchased an additional 512,744 shares in the aggregate by exercising a portion of the over-allotment option granted to them in connection with the initial public offering. As a result of the closing of the initial public offering and subsequent exercise of the over-allotment option, the Company received aggregate proceeds, net of underwriting discounts, commissions and offering costs, of approximately $50.4 million.

        In connection with the completion of its initial public offering, the Company filed an amended and restated certificate of incorporation, which, among other things, changed the number of authorized shares of common stock to 200,000,000 shares.

        On October 7, 2014, the Company completed an additional public offering whereby it sold 2,750,000 shares of common stock at a price of $18.25 per share, for aggregate proceeds, net of underwriting discounts, commissions and offering costs, of approximately $46.9 million. On October 7, 2014, the underwriters purchased an additional 378,524 shares in the aggregate by exercising a portion of the over-allotment option granted to them in connection with the offering. As a result of the public offering and subsequent exercise of the over-allotment option, the Company received aggregate proceeds, net of underwriting discounts, commissions and offering costs of approximately $53.4 million.

        Reverse Stock Split—On April 24, 2014, the Company effected a reverse stock split of the Company's common stock. The number of authorized shares of the Company's common stock and the par value did not change. Pursuant to the stock split, every 2.28 shares of the Company's issued and outstanding common stock were automatically combined into one issued and outstanding share of the Company's common stock. All shares and per share amounts in the financial statements and accompanying notes have been retroactively adjusted to give effect to the reverse stock split.

        Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires the Company's management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued as additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated up to the date of issuance of these financial statements.

        Cash Equivalents—The Company considers all highly liquid investment instruments with an original maturity when purchased of three months or less to be cash equivalents. Cash equivalents at December 31, 2014 and 2013 are primarily comprised of money market funds.

        Marketable Securities—All investment instruments with an original maturity date, when purchased, in excess of three months have been classified as current marketable securities. The Company classifies securities that are available to fund current operations as current assets. These marketable securities are classified as available-for-sale and are carried at fair value. Unrealized gains and losses, if any, are included within other comprehensive (loss) income within stockholders' equity (deficit). The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest income. Realized gains and losses on available-for-sale securities are included in interest income. The cost of securities sold is based on the specific identification method. The Company periodically reviews the portfolio of securities to determine whether an other-than-temporary impairment has occurred. No such losses have occurred to date. There were no realized gains or losses on the sale of securities for the years ended December 31, 2014 and 2013.

        Fair Value Measurements—The Company determines the fair market values of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following are three levels of inputs that may be used to measure fair value:

                                                                                                                                                                                    

Level 1

 

Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.


Level 2


 


Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.


Level 3


 


Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

        Concentrations of Credit Risk and Off-Balance-Sheet Risk—Financial instruments that potentially subject the Company to credit risk primarily consist of cash and cash equivalents and available-for-sale marketable securities. The Company mitigates its risk with respect to cash and cash equivalents and marketable securities by maintaining its deposits and investments at high-quality financial institutions. The Company invests any excess cash in money market funds and other securities, and the management of these investments is not discretionary on the part of the financial institution. The Company's credit exposure on its marketable securities is limited by its diversification among United States government and agency debt securities. The Company has no significant off-balance-sheet risks such as foreign exchange contracts, option contracts, or other hedging arrangements.

        Property and Equipment—Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets.

        Research and Development Costs—The Company accounts for research and development costs by expensing such costs to operations as incurred. Research and development costs primarily consist of clinical testing costs, including payments in cash and stock made to contract research organizations, personnel costs, outsourced research activities, laboratory supplies, and license fees.

        Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed.

        Licensing Agreements—Costs associated with licensing early stage technology are expensed as incurred, and are included in research and development expenses.

        Impairment of Long-Lived Assets—The Company evaluates long-lived assets for potential impairment when there is evidence that events or changes in circumstances have occurred that indicate that the carrying amount of a long-lived asset may not be recovered. Recoverability of these assets is assessed based on the undiscounted expected future cash flows from the assets, considering a number of factors, including past operating results, budgets and economic projections, market trends, and product development cycles. Impairment in the carrying value of each asset is assessed when the undiscounted expected future cash flows derived from the asset are less than its carrying value.

        An impairment loss would be recognized in an amount equal to the excess of the carrying amount over the undiscounted expected future cash flows. No impairment charges have been recognized since the Company's inception.

        Segment Information—Operating segments are defined as components of an enterprise engaged in business activities for which discrete financial information is available and regularly reviewed by the chief decision maker in determining how to allocate resources and in assessing performance. The Company views its operations and manages its business as one operating segment and operates in one geographic area.

        Income Taxes—The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as operating loss and tax credit carry forwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance to reflect the uncertainty associated with their ultimate realization. The effect on deferred tax assets and liabilities as a result of a change in tax rates is recognized as income in the period that includes the enactment date.

        The Company uses judgment to determine the recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Any material interest and penalties related to unrecognized tax benefits are recognized in income tax expense.

        Due to uncertainty surrounding the realization of the favorable tax attributes in future tax returns the Company has recorded a full valuation allowance against otherwise realizable net deferred tax assets as of December 31, 2014 and 2013.

        Financial Instruments Indexed to and Potentially Settled in the Company's Common Stock —The Company evaluates all financial instruments issued in connection with its debt borrowings and equity offerings when determining the proper accounting treatment for such instruments in the Company's financial statements. The Company considers a number of generally accepted accounting principles to determine such treatment and evaluates the features of the instrument to determine the appropriate accounting treatment. The Company utilizes the Black-Scholes method or other appropriate methods to determine the fair value of its derivative financial instruments. Key valuation factors in determining the fair value include, but are not limited to, the current stock price as of the date of measurement, the exercise price, the remaining contractual life, expected volatility for the instrument and the risk-free interest rate. For financial instruments that are determined to be classified as liabilities on the balance sheet, changes in fair value are recorded as a gain or loss in the Company's statement of operations, with the corresponding amount recorded as an adjustment to the liability on its balance sheet.

        Stock-Based Compensation—The Company measures stock-based compensation cost at the accounting measurement date based on the fair value of the option, and recognizes the expense related to awards to employees on a straight-line basis over the requisite service period of the option, which is typically the vesting period. The Company estimates the fair value of each option using a Black-Scholes option pricing model that takes into account the fair value of its common stock, the exercise price, the expected life of the option, the expected volatility of the Company's common stock, expected dividends on the Company's common stock, and the risk-free interest rate over the expected life of the option. Due to the limited trading history of the Company's common stock since its June 2014 initial public offering, the Company uses the simplified method described in the SEC's Staff Accounting Bulletin No. 107, Share-Based Payment, to determine the expected life of the option grants. The Company's estimate of expected volatility is based on a review of the historical volatility of similar publicly held companies in the biotechnology field over a period commensurate with the option's expected term. The Company has never declared or paid any cash dividends on its common stock and does not expect to do so in the foreseeable future. Accordingly, the Company utilizes an expected dividend yield of zero. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant valuation for a period commensurate with the option's expected term. These assumptions are highly subjective and changes in them could significantly impact the value of the option and hence the related compensation expense.

        The Company applies an estimated forfeiture rate to current period expense to recognize compensation expense only for those awards expected to vest. Estimated forfeitures are based upon historical data, adjusted for known trends, and will be adjusted if actual forfeitures differ or are expected to differ from such estimates. Subsequent changes in estimated forfeitures are recognized through a cumulative adjustment in the period of change and also will impact the amount of stock-based compensation expense in future periods.

        Stock-based compensation expense for options granted to consultants is also determined based upon the fair value of the options issued, as determined by the Black-Scholes option pricing model and recognized on an accelerated basis. However, the unvested portion of such option grants is re-measured at each reporting period, until such time as the award is fully vested.

        Net Loss Per Common Share—Net loss per common share is calculated using the two-class method, which is an earnings allocation formula that determines net loss per share for the holders of the Company's common shares and participating securities. Prior to the initial public offering, all of the Company's series of preferred stock contained participation rights in any dividend paid by the Company and were deemed to be participating securities. Net income available to common shareholders and participating preferred shares was allocated to each share on an as-converted basis as if all of the earnings for the period had been distributed. The participating securities do not include a contractual obligation to share in losses of the Company and are not included in the calculation of net loss per share in the periods that have a net loss.

        Diluted net income per share is computed using the more dilutive of (a) the two-class method, or (b) the if-converted method. Prior to the initial public offering, the Company allocated net income first to preferred stockholders based on dividend rights and then to common and preferred stockholders based on ownership interests. The weighted-average number of common shares outstanding gives effect to all potentially dilutive common equivalent shares, including outstanding stock options, warrants, and, prior to the Company's initial public offering, potential issuance of stock upon the issuance of the Company's series A-6 convertible preferred stock ("Series A-6") as settlement of the liability to Nordic Bioscience ("Nordic"). Common equivalent shares are excluded from the computation of diluted net income per share if their effect is anti-dilutive.

        Comprehensive (Loss) Income—Comprehensive (loss) income refers to revenues, expenses, gains and losses that are excluded from net income, as these amounts are recorded directly as an adjustment to stockholders' deficit, net of tax. The Company's other comprehensive (loss) income is comprised of unrealized gains (losses) on its available-for-sale securities.

        Recently Adopted Accounting Standards—In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ("ASU 2013-11"). ASU 2013-11 clarifies guidance and eliminates diversity in practice on the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments under ASU 2013-11 are effective for interim and annual fiscal periods beginning after December 15, 2013, with early adoption permitted. The adoption of ASU 2013-11 did not have a material impact on the Company's results of operations, financial position, or cash flows.

        In December 2013, the FASB issued Accounting Standards Update No. 2013-12, Definition of a Public Business Entity ("ASU 2013-12"). ASU 2013-12 amends the Master Glossary of the FASB Accounting Standards Codification to include one definition of public business entity for future use in GAAP. ASU 2013-12 does not affect existing requirements but will be used in considering the scope of new financial guidance and will identify whether the guidance does or does not apply to public business entities. There is no actual effective date for the amendment in ASU 2013-12 but the amended definition of a public business entity is used in ASU 2014-01 and those that follow. The adoption of ASU 2013-12 did not have a material impact on the Company's results of operations, financial position or cash flows.

        Accounting Standards Updates—In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"). ASU 2014-15 provides guidance in GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The amendments under ASU 2014-15 are effective for interim and annual fiscal periods beginning after December 15, 2016, with early adoption permitted. The Company plans to adopt ASU 2014-15 on January 1, 2015. The Company does not expect adoption of ASU 2014-15 will have a material impact on the Company's results of operations, financial position or cash flows.

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Marketable Securities
12 Months Ended
Dec. 31, 2014
Investments in Marketable Securities
Marketable Securities

3. Marketable Securities

        Available-for-sale marketable securities and cash and cash equivalents consist of the following (in thousands):

                                                                                                                                                                                    

 

 

December 31, 2014

 

 

 

Amortized
Cost Value

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair Value

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

1,519

 

$

 

$

 

$

1,519

 

Money market funds

 

 

23,994

 

 

 

 

 

 

23,994

 

Domestic corporate debt securities

 

 

3,005

 

 

 

 

 

 

3,005

 

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

$

28,518

 

$

 

$

 

$

28,518

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic corporate debt securities

 

 

69,542

 

 

 

 

(33

)

 

69,509

 

Domestic corporate commercial paper

 

 

7,237

 

 

12

 

 

 

 

7,249

 

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

$

76,779

 

$

12

 

$

(33

)

$

76,758

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        There were no debt securities that had been in an unrealized loss position for more than 12 months as of December 31, 2014. There were 34 debt securities in an unrealized loss position for less than 12 months at December 31, 2014. The aggregate unrealized loss on these securities as of December 31, 2014 was less than $34 thousand and the fair value was $68.9 million. As it was not more likely than not that the Company would be required to sell these securities before the recovery of their amortized cost basis, which may be maturity, the Company did not consider these investments to be other-than-temporarily impaired as of December 31, 2014.

        The contractual term to maturity of all marketable securities held by the Company as of December 31, 2014 is less than one year.

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Property and Equipment
12 Months Ended
Dec. 31, 2014
Property and Equipment
Property and Equipment

4. Property and Equipment

        Property and equipment consists of the following (in thousands):

                                                                                                                                                                                    

 

 

 

 

December 31,

 

 

 

Estimated Useful
Life (In Years)

 

 

 

2014

 

2013

 

Furniture and fixtures

 

5

 

$

167

 

$

68

 

Computer equipment and software

 

3

 

 

230

 

 

286

 

Manufacturing equipment

 

10

 

 

598

 

 

 

Leasehold improvements

 

Shorter of useful life or remaining lease term

 

 

16

 

 

505

 

​  

​  

​  

​  

 

 

 

 

 

1,011

 

 

859

 

Less accumulated depreciation and amortization

 

 

 

 

(169

)

 

(783

)

​  

​  

​  

​  

Property and equipment, net

 

 

 

$

842

 

$

76

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

        During the year ended December 31, 2014, the Company retired $0.7 million of property and equipment. The retirement was primarily due to the disposal of leasehold improvements and other property as a result of the Company's office relocation. All assets were fully depreciated prior to retirement.

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Accrued Expenses and Other Current Liabilities
12 Months Ended
Dec. 31, 2014
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities

5. Accrued Expenses and Other Current Liabilities

        Accrued expenses consist of the following (in thousands):

                                                                                                                                                                                    

 

 

December 31,

 

 

 

2014

 

2013

 

Research costs—Nordic(1)

 

$

11,536 

 

$

17,998 

 

Research costs—other

 

 

3,336 

 

 

1,599 

 

Payroll and employee benefits

 

 

1,659 

 

 

1,005 

 

Professional fees

 

 

1,304 

 

 

426 

 

Accrued interest on notes payable

 

 

234 

 

 

852 

 

Other

 

 

198 

 

 

127 

 

​  

​  

​  

​  

Total accrued expenses and other current liabilties

 

$

18,267 

 

$

22,007 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  


(1)

Includes amounts accrued ratably over the estimated per patient treatment period under the Nordic Work Statement NB-1, Work Statement NB-2 and Work Statement NB-3. Amounts do not include pass-through costs which are expensed as incurred or upon delivery. See note 10 for additional information.

 

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Loan and Security Agreement
12 Months Ended
Dec. 31, 2014
Loan and Security Agreement
Loan and Security Agreement

6. Loan and Security Agreement

        On May 23, 2011, the Company entered into a loan and security agreement (the "Loan and Security Agreement") with Oxford Finance LLC and General Electric Capital Corporation (collectively, the "Lender") pursuant to which the Lender agreed to lend the Company up to $25.0 million. Upon entering into the Loan and Security Agreement, the Company borrowed $6.3 million from the Lender on May 23, 2011("Term Loan A"), $6.3 million on November 21, 2011 ("Term Loan B") and an additional $12.5 million on May 29, 2012 ("Term Loan C"). The Company's obligations under the Loan and Security Agreement are secured by a first priority security interest in substantially all of the assets of the Company.

        Interest on the outstanding Term Loan A was payable on a monthly basis through and including December 1, 2011. Principal and interest payments on Term Loan A was payable in 36 equal monthly installments beginning December 1, 2011 through November 1, 2014, with a final balloon payment of $0.6 million due upon maturity on November 22, 2014. Interest was payable on Term Loan A at an annual interest rate of 10.16%. Interest on the outstanding Term Loan B was payable on a monthly basis through and including June 1, 2012. Principal and interest payments on Term Loan B was payable in 30 equal monthly installments beginning June 1, 2012, through November 1, 2014, with a final balloon payment of $0.6 million due upon maturity on November 22, 2014. Interest was payable on Term Loan B at an annual interest rate of 10%. Interest on Term Loan C was payable on a monthly basis through, and including, November 1, 2012. Principal and interest payments on Term Loan C was payable in 24 monthly installments beginning December 1, 2012, through November 1, 2014 with a final balloon payment of $1.3 million upon maturity on November 22, 2014. Interest is payable on Term Loan C at an annual interest rate of 10%.

        Per the Loan and Security Agreement, upon the last payment date of the amounts borrowed under the Loan and Security Agreement, whether on the maturity date of one of the Term Loans, on the date of any prepayment or on the date of acceleration in the event of a default, the Company would be required to pay the Lender a final payment fee equal to 3.5% of any of the Term Loans borrowed. In addition, if the Company repaid all or a portion of the Term Loans prior to maturity, it would pay the Lender a prepayment fee of three percent of the total amount prepaid if the prepayment occurs prior to the first anniversary of the funding of the relevant Term Loan, two percent of the total amount prepaid if the prepayment occurs between the first and second anniversary of the funding of the relevant Term Loan, and one percent of the total amount prepaid if the prepayment occurs on or after the second anniversary of the funding of the relevant Term Loan.

        In connection with each Term Loan, the Company issued warrants to the Lender to purchase 12,280 shares of the Company's Series A-1 convertible preferred stock (the "Warrants") at an exercise price per share of $81.42. The Warrants were initially classified as liabilities in the Company's balance sheet and were re-measured at their estimated fair value through completion of the Company's initial public offering. The changes in fair value are recorded as other (expense) income in the statement of operations. Upon the closing of its initial public offering and the automatic conversion of the Series A-1 convertible preferred stock into common stock, the Warrants became exercisable for up to 58,918 shares of common stock. Subsequent to the initial public offering, the Company's warrant liability was reclassified to equity.

        The Warrants are immediately exercisable in whole, or in part, and will expire ten years from their issuance.

        The initial fair value of the Warrants issued in connection with Term Loan A was $182.6 thousand and was recorded as a discount to Term Loan A. The Company also paid the Lender a facility fee of $250.0 thousand and reimbursed the Lender certain costs associated with the Loan and Security Agreement of approximately $117.0 thousand, both of which were also recorded as a discount to Term Loan A.

        The initial fair value of the Warrants issued in connection with Term Loan B was $177.6 thousand and was recorded as a discount to Term Loan B. The Company also reimbursed the Lender for certain costs associated with Term Loan B of approximately $18.0 thousand, which was also recorded as a discount to Term Loan B.

        The initial fair value of the Warrants issued in connection with Term Loan C was $379.7 thousand and was recorded as a discount to Term Loan C. The Company also reimbursed the Lender for certain costs associated with the Loan and Security Agreement of approximately $31.0 thousand, which was also recorded as a discount to Term Loan C.

        On May 30, 2014, the Company entered into a Loan and Security Agreement (the "New Credit Facility), with Solar Capital Ltd. ("Solar"), as collateral agent and a lender, and Oxford Finance LLC ("Oxford"), as a lender (the "New Lenders"), pursuant to which Solar and Oxford agreed to make available to the Company $30.0 million in the aggregate subject to certain conditions to funding. An initial term loan was made on May 30, 2014 in an aggregate principal amount equal to $21.0 million ("Initial Term Loan"). The Company used approximately $9.3 million of the Initial Term Loan to repay all the amounts owed under its Loan and Security Agreement with General Electric Capital Corporation and Oxford.

        The Company was initially required to make interest-only payments through June 1, 2015, and beginning on July 1, 2015, it is required to make payments of principal and accrued interest in equal monthly installments over a term of 36 months. However, the Company consummated public stock offerings resulting in the receipt of at least $65.0 million in aggregate net cash proceeds prior to May 31, 2015. Therefore, it is permitted to make interest-only payments through December 1, 2015 rather than July 1, 2015, and beginning on January 1, 2016, the Company is required to make principal and accrued interest payments in equal monthly installments over a term of 30 months.

        In addition to the Initial Term Loan, the Company would have been able to request an additional term loan in an aggregate principal amount of $9.0 million (the "Original Term B Loan") after the completion of this initial public offering if the net cash proceeds were at least $65.0 million subject to certain customary conditions to funding. Given the net proceeds from the Company's initial public offering were less than $65.0 million, it was not able to request the Original Term B Loan. The Initial Term Loan and the Original Term B Loan bear interest per annum at 9.85% plus one-month LIBOR (customarily defined) and all principal and accrued interest is due on June 1, 2018.

        As security for its obligations under the New Credit Facility, the Company granted a security interest in substantially all of its existing and after-acquired assets except for our intellectual property and certain other customary exclusions.

        On July 10, 2014, the Company entered into a first amendment to the New Credit Facility ("First Amendment"). Pursuant to the terms of the First Amendment, a second term loan of $4.0 million was drawn on July 10, 2014. The terms of the First Amendment, among other things,

provide the Company with, subject to certain customary funding conditions, additional term loans in an aggregate principal amount of $4.0 million upon the closing of the First Amendment (the "Modified Term B Loan"). All other terms applicable to the Original Term B Loan remain applicable to the Modified Term B Loan. The Original Term B Loan is replaced by the Modified Term B Loan. The Company borrowed the full amount of the Modified Term B Loan on July 10, 2014.

provide the Company the ability to borrow additional term loans in an aggregate amount of $5.0 million (the "Term C Loan") at any time through December 31, 2014. In order to draw the Term C Loan, the Company must, in addition to other customary conditions, either (a) close public or private stock offerings, equity raises or strategic partner arrangements resulting in $13.0 million in aggregate net proceeds after the closing of the First Amendment, or (b) as it relates specifically to RAD1901, complete both the maximum tolerable dose trial and enroll the first patient in the breast cancer brain metastasis trial.

        Although the Company closed a public offering resulting in over $13.0 million in aggregate net proceeds after the closing of the First Amendment, it did not exercise our right to draw the Term C Loan prior to December 31, 2014.

        The future principal payments under the New Credit Facility, as amended, are as follows, as of December 31, 2014 (in thousands):

                                                                                                                                                                                    

Years ending December 31,

 

Principal
Payments

 

2015

 

$

 

2016

 

 

10,000 

 

2017

 

 

10,000 

 

2018

 

 

5,000 

 

​  

​  

 

 

$

25,000 

 

​  

​  

​  

​  

​  

        On May 30, 2014, pursuant to the Loan and Security Agreement with Solar and Oxford, the Company issued to Solar and Oxford warrants to purchase an aggregate of up to 10,258 shares of its series B-2 convertible preferred stock ("Series B-2") at an exercise price equal to $61.42 per share. The warrants were initially classified as liabilities in the Company's balance sheet and were re-measured at their estimated fair value through completion of the Company's initial public offering. The changes in fair value are recorded as other (expense) income in the statement of operations. Upon the closing of its initial public offering at a price of $8.00 per share and the automatic conversion of the Series B-2 into common stock, these warrants became exercisable for up to 78,760 shares of common stock. Subsequent to the initial public offering, the Company's warrant liability was reclassified to equity. On July 10, 2014, pursuant to the First Amendment and closing of the Modified Term B Loan, the Company issued both Solar and Oxford warrants to purchase up to 4,706 shares of common stock, each at a price per share equal to $12.75.

        These warrants are immediately exercisable for cash or by net exercise and will expire five years from their issuance.

        The initial fair value of the warrants issued in connection with the Initial Term Loan was $0.3 million and was recorded as a discount to the Initial Term Loan. The initial fair value of the warrants issued in connection with the First Amendment was $41 thousand and was recorded as a discount to the Modified Term B Loan. The Company also paid Solar and Oxford a facility fee of $0.3 million and reimbursed certain costs associated with the Loan and Security Agreement of approximately $0.1 million, both of which were also recorded as a discount to the Initial Term Loan. The discount is being amortized to interest expense over the 48 month period that the Initial Term Loan is expected to be outstanding using the effective interest method.

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Convertible Preferred Stock
12 Months Ended
Dec. 31, 2014
Convertible Preferred Stock Abstract
Convertible Preferred Stock

7. Convertible Preferred Stock

        Below is a summary of the rights, preferences, and privileges of the Series B convertible preferred stock ("Series B"), Series B-2 convertible preferred stock ("Series B-2), Series A-1 convertible preferred stock ("Series A-1"), Series A-2 convertible preferred stock ("Series A-2"), Series A-3 convertible preferred stock ("Series A-3"), Series A-4 convertible preferred stock ("Series A-4"), Series A-5 convertible preferred stock ("Series A-5") and Series A-6 convertible preferred stock ("Series A-6") (the Series A-1, Series A-2, Series A-3, Series A-4, Series A-5 and Series A-6, collectively, the "Series A Preferred Stock") prior to the conversion of all outstanding convertible preferred stock into common stock upon completion of the Company's initial public offering on June 11, 2014.

        On April 23, 2013, the Company entered into a Series B Convertible Preferred Stock and Warrant Purchase Agreement (the "Series B Purchase Agreement"), pursuant to which the Company could raise, at any time on or prior to May 10, 2013, up to approximately $60.0 million through the issuance of (1) up to 980,000 shares of its new Series B preferred stock (the "New Series B") and (2) warrants to acquire up to approximately 1,075,000 shares of its common stock with an exercise price of $14.004 per share. On April 23, 2013, the Company consummated a first closing under the Series B Purchase Agreement, whereby in exchange for aggregate proceeds of approximately $43.0 million, it issued 700,098 shares of New Series B and warrants to purchase up to a total of 767,651 shares of its common stock. On May 10, 2013, the Company consummated a second closing under the Series B Purchase Agreement, whereby in exchange for aggregate proceeds of approximately $0.1 million, it issued 1,137 shares of New Series B and warrants to purchase up to a total of 1,246 shares of its common stock. The warrants can be exercised at any time prior to the fifth anniversary of their issuance.

        On February 14, 2014, the Company entered into a Series B-2 Convertible Preferred Stock and Warrant Purchase Agreement (the "Series B-2 Purchase Agreement"), pursuant to which the Company was able to raise up to approximately $40.2 million through the issuance of (1) up to 655,000 shares of its Series B-2 and (2) warrants to acquire up to 718,201 shares of its common stock with an exercise price of $14.004 per share. In February and March 2014, the Company consummated closings under the Series B-2 Purchase Agreement, whereby, in exchange for aggregate gross proceeds to the Company of approximately $27.5 million, the Company issued an aggregate of 448,060 shares of Series B-2 and warrants to purchase up to a total of 491,293 shares of its common stock. The warrants can be exercised at any time prior to the fifth anniversary of their issuance.

        Conversion—Any holder of the Company's preferred stock had the right, at any time or from time to time, to convert any or all of its shares of preferred stock into fully paid and non-assessable shares of the Company's common stock for each share of preferred stock converted based upon the then in effect Conversion Price ("Conversion Feature"). If the Company issued or sold any shares of its Common Stock (as defined by the Company's certificate of incorporation) or options to purchase or other rights to subscribe for such convertible or exchangeable securities, in each case other than Excluded Stock (as defined by the Company's certificate of incorporation), for a consideration per share less than the then in effect conversion price ("Dilutive Issuance") of the Company's Series A-1, A-2, A-3, B, or B-2 preferred stock, respectively, the Conversion Price for such series in effect immediately prior to each such Dilutive Issuance would automatically be reduced in accordance with the provisions set forth in the Certificate of Designations. Upon issuance of each series of the Company's preferred stock, the respective Conversion Prices were greater than the fair value of the Company's common stock at the respective commitment dates. Therefore, the Conversion Feature was not considered to be a beneficial conversion feature that would require the Company to record a deemed dividend on the preferred stock. Each holder of Series B and Series B-2 shares had the right, at their option at any time, to convert any such shares of preferred stock into such number of fully paid shares of common stock as determined by dividing the original purchase price of $61.42 by the conversion price ("Series B Optional Conversion"). The conversion price of the Series B and Series B-2 as of June 6, 2014 was $14.004 per share and $8.00 per share, respectively, (the "Series B Conversion Price"), which represented a conversion ratio of one share of Series B or Series B-2 into approximately 4.386 and 7.678 shares of common stock, respectively.

        Each holder of Series A-1, Series A-2 and Series A-3 had the right, at their option at any time, to convert any such shares of preferred stock into such number of fully paid shares of common stock as determined by dividing the original purchase price of $81.42 by the conversion price ("Optional Conversion"). The original conversion price of the Series A-1, Series A-2 and Series A-3 was $18.564 per share (the "Conversion Price"), which represented a conversion ratio of one share of Series A-1, Series A-2 or Series A-3 into approximately 4.386 shares of common stock. The issuance of the Series B in April and May of 2013 and the Series B-2 in February and March of 2014 resulted in an adjustment to the Conversion Price of the Series A-1, Series A-2 and Series A-3 (the "Anti-Dilution Adjustment"). As a result of the Anti-Dilution Adjustment, the conversion price of each share of Series A-1, Series A-2 and Series A-3 was reduced to $16.970, which represented a conversion ratio of one share of Series A-1, Series A-2 or Series A-3 into approximately 4.798 shares of common stock. This reduction of the Conversion Price did not create a beneficial conversion feature that would require the Company to record a deemed dividend on the Series A-1, Series A-2 or Series A-3 preferred stock.

        Each holder of Series A-4, Series A-5 and Series A-6 had the right, at their option at any time, to convert any such shares of preferred stock into such number of fully paid shares of common stock as determined by dividing the original purchase price of $81.42 by the conversion price. The Conversion Price of the Series A-4, Series A-5 and Series A-6 as of June 6, 2014 was $18.564 per share, which represented a conversion ratio of one share of Series A-4, Series A-5 or Series A-6 into approximately 4.386 shares of common stock.

        Upon an optional conversion, the holders of the converted Series B-2, Series B and Series A Preferred Stock were entitled to payment of all accrued, whether or not declared, but unpaid dividends in shares of the common stock of the Company at the then effective Conversion Price.

        Each share of the Series B, Series B-2 and Series A Preferred Stock was automatically convertible into fully paid and non-assessable shares of common stock at the applicable conversion price (as described above) in effect upon, in the case of the Series A and Series B Preferred Stock, upon (1) a vote of the holders of at least 70% of the outstanding shares of Series B, Series B-2, Series A-1, Series A-2 and Series A-3 to convert all shares of Series B, Series B-2 and Series A Preferred Stock or (2) the common stock becoming listed for trading on a national stock exchange, and in the case of the Series B-2 Preferred Stock, upon (1) a vote of the holders of at least 70% of the outstanding shares of Series B-2 to convert all shares of Series B-2 Preferred Stock, (2) the closing of a firm commitment underwritten public offering on or prior to June 30, 2014 or (3) after June 30, 2014, the common stock becoming listed for trading on a national stock exchange ("Special Mandatory Conversion"). Upon a Special Mandatory Conversion, all accrued, whether or not declared, but unpaid dividends were to be paid in cash or shares of common stock (calculated based on the then effective conversion price) at the discretion of the Company's Board of Directors.

        In the event of a conversion upon the closing of a firm commitment underwritten public offering on or prior to June 30, 2014 in which the public offering price per share was less than the Series B-2 Conversion Price, then the Series B-2 Conversion Price was automatically reduced to the price equal to the public offering price.

        Redemption—Unless redemption was waived by a requisite stockholder vote or consent, the shares of Series B, Series B-2 and Series A Preferred Stock were automatically redeemable upon an event of sale of the Company. The shares of Series B, Series B-2 and Series A Preferred Stock were not redeemable at the option of the holder.

        Dividends—Holders of shares of Series B and Series B-2 were entitled to receive dividends at a rate of 8% per annum, compounding annually, which accrued on a daily basis commencing on the date of issuance of the shares of Series B and Series B-2. Dividends were payable, as accrued, upon liquidation, event of sale, and conversion to common stock, as described above. The holders of shares of Series B and Series B-2 were also entitled to dividends declared or paid on any shares of common stock.

        Following payment in full of required dividends to the holders of Series B and Series B-2, holders of shares of Series A-1 were entitled to receive dividends at a rate of 8% per annum, compounding annually, which accrued on a daily basis commencing on the date of issuance of the shares of Series A-1. Dividends were payable, as accrued, upon liquidation, event of sale, and conversion to common stock, as described above. The holders of shares of Series A-1 were also entitled to dividends declared or paid on any shares of common stock.

        Following payment in full of required dividends to the holders of Series B, Series B-2 and Series A-1, holders of Series A-2 were entitled to receive dividends at a rate of 8% per annum, compounding annually, which accrued on a daily basis commencing on the date of issuance of the shares of Series A-2. Dividends were payable, as accrued, upon liquidation, event of sale, and conversion to common stock, as described above. The holders of shares of Series A-2 were also entitled to dividends declared or paid on any shares of common stock.

        Following payment in full of required dividends to the holders of Series B, Series B-2, Series A-1 and Series A-2, holders of Series A-3 were entitled to receive dividends at a rate of 8% per annum, compounding annually, which accrued on a daily basis commencing on the date of issuance of the shares of Series A-3. Dividends were payable, as accrued, upon liquidation, event of sale and conversion to common stock, as described above. The holders of shares of Series A-3 were also entitled to dividends declared or paid on any shares of common stock.

        Without regard to the payment of required dividends to the holders of Series B, Series B-2, Series A-1, Series A-2 and Series A-3, holders of Series A-5 were entitled to receive the Series A-5 Special Accruing Dividend (as defined in the Company's certificate of incorporation) paid in shares of Series A-6 as described in note 10. Dividends were payable, as accrued, upon liquidation, event of sale and conversion to common stock, as described above. The holders of shares of Series A-5 were also entitled to dividends declared or paid on any shares of common stock.

        Following payment in full of required dividends to the holders of Series B, Series B-2, Series A-1, Series A-2, Series A-3 and Series A-5, holders of Series A-4 and Series A-6 were entitled to receive, when, if and as declared by the Board of Directors, dividends on any shares of Series A-4 Stock or Series A-6 Stock, as the case may be, out of funds legally available for that purpose, at a rate to be determined by the Board of Directors if and when they may so declare any dividend on the Series A-4 Stock or A-6 Stock, as the case may be. Dividends were payable, as accrued, upon liquidation, event of sale, and conversion to common stock, as described above. The holders of shares of Series A-4 and Series A-6 were also entitled to dividends declared or paid on any shares of common stock.

        As of June 6, 2014, the Company had accrued dividends of $3.9 million, $18.1 million, $21.2 million and $3.1 million on Series B, Series A-1, Series A-2 and Series A-3, respectively. As of June 11, 2014 the Company had accrued dividends of $0.7 million on Series B-2. Upon completion of the Company's initial public offering, all accrued dividends were paid in shares of common stock at the then effective Conversion Price.

        Voting—The holders of Series B, Series B-2 and Series A Preferred Stock were entitled to vote together with the holders of the common stock as one class on an as-if converted basis. In addition, as long as the shares of Series A-1 were outstanding, the holders of Series A-1, voting as a separate class, had the right to elect two members of the Company's Board of Directors.

        Liquidation—The shares of Series B and Series B-2 ranked equally to other shares of Series B and Series B-2, and ranked senior to the Series A-1 and all other classes of Series A Preferred Stock. The shares of Series A-1 ranked senior to all other classes of Series A Preferred Stock. Series A-2 ranked junior to Series A-1 and senior to Series A-3, Series A-4, Series A-5 and Series A-6. Series A-3, Series A-5 and Series A-6 ranked equally but junior to Series A-1 and Series A-2 and senior to Series A-4. Series A-4 ranked senior to the Company's common stock.

        In the event of a liquidation, dissolution, or winding-up of the Company, the holders of Series B and Series B-2 were entitled to be paid first out of the assets available for distribution, before any payment is made to the Series A Preferred Stock. Payment to the holders of Series B was to consist of two (2) times the original purchase price of $61.42, plus all accrued but unpaid dividends. Payment to the holders of Series B-2 was to consist of one and a half (1.5) times the original purchase price of $61.42, plus all accrued but unpaid dividends. After such distribution to the holders of Series B and Series B-2, the holders of Series A-1 would have been entitled to be paid out of the remaining assets available for distribution, before any payment is made to the Series A-2, Series A-3, Series A-4, Series A-5 and Series A-6. Payment to the holders of Series A-1 was to consist of the original purchase price of $81.42, plus all accrued but unpaid dividends. After the distribution to the holders of Series A-1, the holders of Series A-2 would have been entitled to receive an amount per share equal to the original purchase price per share of $81.42, plus any accrued but unpaid dividends. After the distribution to the holders Series A-1 and Series A-2, the holders of Series A-3, Series A-5 and Series A-6, would have been entitled to receive an amount per share equal to the original purchase price per share of $81.42, plus any accrued but unpaid or declared and unpaid dividends, as appropriate. After the distribution to the holders Series A-1, Series A-2, Series A-3, Series A-5 and Series A-6, the holders of Series A-4 would have been entitled to receive an amount per share equal to the original purchase price per share of $81.42, plus any declared and unpaid dividends. If the assets of the Company were insufficient to pay the full preferential amounts to the holders of Series B, the assets would have been distributed ratably among the holders of Series B in proportion to their aggregate liquidation preference amounts. If the assets of the Company were insufficient to pay the full preferential amounts to the holders of Series A-1, the assets would have been distributed ratably among the holders of Series A-1 in proportion to their aggregate liquidation preference amounts. If the assets of the Company were insufficient to pay the full preferential amounts to the holders of Series A-2, the assets would have been distributed ratably among the holders of Series A-2 in proportion to their aggregate liquidation preference amounts. If the assets of the Company were insufficient to pay the full preferential amounts to the holders of Series A-3, Series A-5 and Series A-6, the assets would have been distributed ratably among the holders of Series A-3, Series A-5 and Series A-6 in proportion to their aggregate liquidation preference amounts. If the assets of the Company were insufficient to pay the full preferential amounts to the holders of Series A-4, the assets would have been distributed ratably among the holders of Series A-4 in proportion to their aggregate liquidation preference amounts. After all liquidation preference payments have been made to the holders of the Series B, Series B-2 and Series A Preferred Stock, the holders of the Series B, Series B-2 and Series A-1, Series A-2 and Series A-3 were to participate in the distribution of the remaining assets with the holders of the Company's common stock on an as-if converted basis.

        In the event of, and simultaneously with, the closing of an event of sale of the Company (as defined in the Company's Amended Certificate of Incorporation), the Company was to redeem all of the shares of Series B, Series B-2 and Series A Preferred Stock then outstanding at the Special Liquidation Price, as defined. If the event of sale involved consideration other than cash, the Special Liquidation Price could have been paid with such consideration having a value equal to the Special Liquidation Price. The Special Liquidation Price was to be equal to an amount per share, which would be received by each holder of the Preferred Stock if, in connection with the event of sale, all the consideration paid in exchange for the assets or the shares of capital stock of the Company was actually paid to and received by the Company, and the Company was immediately liquidated thereafter and its assets distributed pursuant to the liquidation terms above.

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Fair Value Measurements
12 Months Ended
Dec. 31, 2014
Fair Value Measurements
Fair Value Measurements

8. Fair Value Measurements

        The following tables summarize the financial assets and liabilities measured at fair value on a recurring basis in the accompanying balance sheets as of December 31, 2014 and 2013 (in thousands):

                                                                                                                                                                                    

 

 

As of December 31, 2014

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

1,519 

 

$

 

$

 

$

1,519 

 

Money market funds(1)

 

 

23,994 

 

 

 

 

 

 

23,994 

 

Domestic corporate debt securities(2)

 

 

 

 

3,005 

 

 

 

 

3,005 

 

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

$

25,513 

 

$

3,005 

 

$

 

$

28,518 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic corporate debt securities(2)

 

$

 

$

69,509 

 

$

 

$

69,509 

 

Domestic corporate commercial paper(2)

 

 

 

 

7,249 

 

 

 

 

7,249 

 

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

$

 

$

76,758 

 

$

 

$

76,758 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

                                                                                                                                                                                    

 

 

As of December 31, 2013

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

2,710 

 

$

 

$

 

$

2,710 

 

Money market funds(1)

 

 

9,593 

 

 

 

 

 

 

9,593 

 

​  

​  

​  

​  

​  

​  

​  

​  

 

 

$

12,303 

 

$

 

$

 

$

12,303 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liability(3)

 

$

 

$

 

$

1,945 

 

$

1,945 

 

Stock Liability(3)

 

 

 

 

 

 

5,328 

 

 

5,328 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

 

$

 

$

 

$

7,273 

 

$

7,273 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


(1)

Fair value is based upon quoted market prices.

(2)

Fair value is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Inputs are obtained from various sources, including market participants, dealers and brokers.

(3)

Fair value is determined using the probability-weighted expected return model ("PWERM"), as discussed below. Changes in the fair value of the Level 3 assets and liabilities are recorded as other (expense) income in the statement of operations.

        The stock liability represents the accrued balance of the research and development expense related to the stock dividends that were issuable to Nordic Bioscience Clinical Development VII A/S ("Nordic") in shares of Series A-6 (or in shares of common stock upon listing the Company's common stock on a national exchange) as of December 31, 2013, for services rendered which is being recognized ratably over the estimated per patient treatment period under the three work statements executed with Nordic (the "Nordic Work Statements") (see note 10). The fair value of the stock liability was based upon the fair value of the Series A-6 as determined using PWERM, which considered the value of the Company's various classes of preferred stock. The fair value of the Company's various classes of preferred stock was determined through an analysis of the future values for equity assuming various future outcomes. Accordingly, share value was based upon the probability weighted present value of expected future net cash flows, considering each of the possible future events, discount rate as determined using the capital asset pricing model, as well as the rights and preferences of each share class. PWERM is complex as it requires numerous assumptions relating to potential future outcomes of equity. Accordingly, the valuation of the Company's stock liability was determined using Level 3 inputs. Upon completion of the Company's initial public offering, any payments owed by the Company to Nordic in relation to the Nordic Work Statements were changed from the right to receive shares of Series A-6 to the right to receive a total cash payment from the Company of $4.3 million.

        The warrant liability as of December 31, 2013, represents the liability for the warrants issued to the placement agent in connection with the Company's Series A-1 financing, to the investors in the Series B financing in April and May 2013, and to the lenders in connection with the Company's Loan and Security Agreement executed with Oxford and General Electric Capital Corporation in May 2011. The warrant liability was calculated using the Black-Scholes option pricing method. This method of valuation includes using inputs such as the fair value of the Company's common stock or preferred stock, historical volatility, the term of the warrant and risk free interest rates. Prior to its initial public offering, the fair value of the Company's shares of common stock and preferred stock is estimated using PWERM, as described above. Accordingly, the valuation of the warrant liability at December 31, 2013, was determined using Level 3 inputs. Upon completion of the Company's initial public offering, the outstanding warrants to purchase shares of A-1 convertible preferred stock were converted into the right to purchase shares of common stock and the Company's warrant liability was reclassified to equity.

        The following table provides a roll forward of the fair value of the assets, where fair value is determined using Level 3 inputs (in thousands):

                                                                                                                                                                                    

Balance at December 31, 2013

 

$

 

Issuance of shares of Series A-6—prepayment

 

 

1,220

 

Nordic amendment

 

 

(1,220

)

​  

​  

Balance at December 31, 2014

 

$

—  

 

​  

​  

​  

​  

​  

        The following table provides a roll forward of the fair value of the liabilities, where fair value is determined using Level 3 inputs (in thousands):

                                                                                                                                                                                    

Balance at December 31, 2013

 

$

7,273

 

Issuance of shares of Series A-6

 

 

(8,889

)

Additions—accrued shares of Series A-6

 

 

2,717

 

Additions—warrants

 

 

1,511

 

Change in fair value

 

 

505

 

Warrant liability reclassified to equity

 

 

(3,117

)

​  

​  

Balance at December 31, 2014

 

$

—  

 

​  

​  

​  

​  

​  

        Additions represent the value of the asset or liability for additional accrued shares of stock that were issuable to Nordic for services rendered in connection with the Company's Phase 3 clinical trial of abaloparatide-SC (see note 10), as well as the value of any new warrants issued during the period. The issuance of shares of Series A-6 represents the release of the quarterly stock dividends of Series A-6 accrued under the Nordic Work Statements (see note 10). The Nordic amendment represents amounts that were originally payable in shares of Series A-6, but converted to the right to receive cash upon completion of the Company's initial public offering and no longer require fair value measurement at December 31, 2014 (see note 10).

        The fair value of the Company's note payable is determined using current applicable rates for similar instruments as of the balance sheet date. The carrying value of the Company's note payable approximated its fair value as of December 31, 2014, as the Company's interest rate is near current market rates. The fair value of the Company's notes payable was determined using Level 3 inputs.

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License Agreements
12 Months Ended
Dec. 31, 2014
License Agreements
License Agreements

 

9. License Agreements

        On September 27, 2005, the Company entered into a license agreement (the "Ipsen Agreement"), as amended, with SCRAS S.A.S, a French corporation on behalf of itself and its affiliates (collectively, "Ipsen"). Under the Ipsen Agreement, Ipsen granted to the Company an exclusive right and license under certain Ipsen compound technology and related patents to research, develop, manufacture and commercialize certain compounds and related products in all countries, except Japan and (subject to certain co-marketing and co-promotion rights retained by Ipsen) France. With respect to France, if Ipsen exercises its co-marketing and co-promotion rights, then Ipsen may elect to receive a percentage of the aggregate revenue from the sale of products by both parties in France (subject to a mid-double digit percentage cap) and Ipsen shall bear a corresponding percentage of the costs and expenses incurred by both parties with respect to such marketing and promotion efforts in France; Ipsen shall also pay Radius a mid-single digit royalty on Ipsen's allocable portion of aggregate revenue from the sale of products by both parties in France. Abaloparatide (the Company's investigational bone growth drug) is subject to the Ipsen Agreement. Ipsen also granted the Company an exclusive right and license under the Ipsen compound technology and related patents to make and have made compounds or product in Japan. Ipsen also granted the Company an exclusive right and license under certain Ipsen formulation technology and related patents solely for purposes of enabling the Company to develop, manufacture and commercialize compounds and products covered by the compound technology license in all countries, except Japan and (subject to certain co-marketing and co-promotion rights retained by Ipsen) France. In consideration for these licenses, the Company made a nonrefundable, non-creditable payment of $250.0 thousand to Ipsen, which was expensed during 2005. The Ipsen Agreement provides for further payments in the range of €10.0 million to €36.0 million ($12.1 million to $43.6 million) to Ipsen upon the achievement of certain development and commercialization milestones specified in the Ipsen Agreement, and for the payment of fixed 5% royalties on net sales of any product by the Company or our sublicensees on a country-by-country basis until the later of the last to expire of the licensed patents or for a period of 10 years after the first commercial sale in such country of any product that includes the compound licensed from Ipsen or any analog thereof.

        If the Company sublicenses the rights licensed from Ipsen, then the Company will also be required to pay Ipsen a percentage of certain payments received from such sublicensee (in lieu of milestone payments not achieved at the time of such sublicense). The applicable percentage is in the low double digit range. In addition, if the Company or its sublicensees commercialize a product that includes a compound discovered by it based on or derived from confidential Ipsen know-how, it will be obligated to pay to Ipsen a fixed low single digit royalty on net sales of such product on a country-by-country basis until the later of the last to expire of its patents that cover such product or for a period of 10 years after the first commercial sale of such product in such country. In connection with the Ipsen Agreement, the Company recorded approximately $0.5 million, $0.2 million and $0.7 million in research and developments costs in the years ended December 31, 2014, 2013 and 2012, respectively. The costs were incurred by Ipsen and charged to the Company for the manufacture of the clinical supply of the licensed compound.

        In June 2006, the Company entered into a license agreement (the "Eisai Agreement"), with Eisai Co. Ltd., ("Eisai"). Under the Eisai Agreement, Eisai granted to the Company an exclusive right and license to research, develop, manufacture and commercialize RAD1901 and related products from Eisai in all countries, except Japan. In consideration for the rights to RAD1901, the Company paid Eisai an initial license fee of $0.5 million, which was expensed during 2006. The Eisai Agreement provides for further payments in the range of $1.0 million to $20.0 million (inclusive of the $0.5 million initial license fee), payable upon the achievement of certain clinical and regulatory milestones.

        In addition, should a product covered by the licensed technology be commercialized, the Company will be obligated to pay to Eisai royalties in a variable mid-single digit range based on net sales of the product on a country-by-country basis until the later of the last to expire of the licensed patents or the expiration of data protection clauses covering such product in such country; the royalty rate shall then be subject to reduction and the royalty obligation will expire at such time as sales of lawful generic version of such product account for more than a specified minimum percentage of the total sales of all products that contain the licensed compound. The latest patent to expire, barring any extension thereof, is expected on August 18, 2026.

        The Eisai Agreement also grants the Company the right to sublicense with prior written approval from Eisai. If the Company sublicenses the licensed technology to a third party, the Company will be obligated to pay Eisai, in addition to the milestones referenced above, a fixed low double digit percentage of certain fees received from such sublicensee and royalties in low single digit range based on net sales of the sublicensee. The license agreement expires on a country-by-country basis on the later of (1) the date the last remaining valid claim in the licensed patents expires, lapses or is invalidated in that country, the product is not covered by data protection clauses, and the sales of lawful generic version of the product account for more than a specified percentage of the total sales of all pharmaceutical products containing the licensed compound in that country; or (2) a period of 10 years after the first commercial sale of the licensed products in such country, unless it is sooner terminated. During the years ended December 31, 2014, 2013 and 2012, the Company did not incur any expense related to the Eisai Agreement.

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Research Agreements
12 Months Ended
Dec. 31, 2014
Research Agreements
Research Agreements

10. Research Agreements

        Abaloparatide-SC Phase 3 Clinical Trial—On March 29, 2011, the Company and Nordic entered into a Clinical Trial Services Agreement (the "Clinical Trial Services Agreement"), a Work Statement NB-1, as amended on December 9, 2011, June 18, 2012, March 28, 2014, May 19, 2014 and July 22, 2014 (the "Work Statement NB-1") and a Stock Issuance Agreement, as amended and restated on May 16, 2011, and as further amended on February 21, 2013, March 28, 2014, and May 19, 2014 (the "Stock Issuance Agreement"). Pursuant to the Work Statement NB-1, Nordic is managing the Phase 3 clinical trial of abaloparatide-SC (the "Phase 3 Clinical Trial").

        Pursuant to the Work Statement NB-1, the Company is required to make certain per patient payments denominated in both euros and U.S. dollars for each patient enrolled in the Phase 3 Clinical Trial followed by monthly payments for the duration of the study and final payments in two equal euro-denominated installments and two equal U.S. dollar-denominated installments. Changes to the clinical trial schedule may alter the timing, but not the aggregate amounts of the payments. In addition, the Company agreed to pay to Nordic an additional performance incentive (each a "Performance Incentive Payment") of $500,000 for every 50 patients that, subsequent to March 28, 2014, complete all end-of-study procedures, up to a maximum aggregate amount of additional payments equal to $5.0 million. The Work Statement NB-1, provides for a total of up to approximately €41.2 million ($49.8 million) of euro-denominated payments and a total of up to approximately $3.2 million of U.S. dollar-denominated payments over the course of the Phase 3 Clinical Trial, plus Performance Incentive Payments. These payments may be adjusted based upon actual sites opened, work performed or number of patients enrolled. In addition, payments are due to Nordic in connection with the Work Statement NB-1 pursuant to the Stock Issuance Agreement, as discussed below.

        The Company recognizes research and development expense for the amounts due to Nordic under the Work Statement NB-1 ratably over the estimated per patient treatment period beginning upon enrollment in the Phase 3 Clinical Trial, or a twenty-month period. The Company recognizes research and development expense for the amounts due to Nordic under the fourth amendment to the Work Statement NB-1, which is recognized on a per patient basis when the end-of-study visit and all other required procedures are completed. The Company recorded $8.2 million, $31.6 million, and $30.8 million of research and development expense during the years ended December 31, 2014, 2013, and 2012, respectively, for per patient costs incurred for patients that had enrolled in the Phase 3 Clinical Trial.

        As of December 31, 2014, the Company had a liability of $5.6 million reflected in accrued expenses and other current liabilities on the balance sheet resulting from services provided by Nordic, which are payable in cash.

        Abaloparatide-SC Phase 3 Clinical Extension Study—On February 21, 2013, the Company entered into a Work Statement NB-3, as amended on March 4, 2014 (the "Work Statement NB-3"). Pursuant to the Work Statement NB-3, Nordic will perform an extension study to evaluate six months of standard-of-care osteoporosis management following the completion of the Phase 3 Clinical Trial, and, upon completion of this initial six months, an additional period of 18 months of standard-of-care osteoporosis management ("the Extension Study").

        Payments in cash to be made to Nordic under the Work Statement NB-3 are denominated in both euros and U.S. dollars and total up to €7.5 million ($9.1 million) and $1.1 million, respectively. In addition, payments are due to Nordic in connection with the Work Statement NB-3 pursuant to the Stock Issuance Agreement, as discussed below.

        The Company recognizes research and development expense for the amounts due to Nordic under the Work Statement NB-3 and Amendment ratably over the estimated per patient treatment periods beginning upon enrollment, or over a nine-month and nineteen-month period, respectively. The Company recorded $9.6 million and $4.5 million of research and development expense during the years ended December 31, 2014 and 2013, respectively, for per patient costs incurred for patients that had enrolled in the Extension Study and Second Extension.

        As of December 31, 2014, the Company had a liability of $5.9 million reflected in accrued expenses and other current liabilities on the balance sheet resulting from services provided by Nordic, which are payable in cash.

        Stock Issuance Agreement—Pursuant to the Stock Issuance Agreement, Nordic agreed to purchase 6,443 shares of the Company's Series A-5 and to receive quarterly stock dividends, payable in shares of the Company's Series A-6. In connection with the Work Statement NB-1, the Stock Issuance Agreement provided that Nordic was entitled to receive stock dividends, having an aggregate value of up to €36.8 million ($44.5 million) (the "NB-1 Accruing Dividend"). In connection with Work Statement NB-3, the Stock Issuance Agreement provided that, beginning with the quarter ended March 31, 2013, Nordic was entitled to receive stock dividends having an aggregate value of up to €7.5 million ($9.1 million) and $0.8 million (the "NB-3 Accruing Dividend" and together with the "NB-1 Accruing Dividend," the "Nordic Accruing Dividend"). On March 28, 2014, the Company entered into the second amendment to the Stock Issuance Agreement (the "Second Stock Issuance Agreement Amendment"). The Second Stock Issuance Agreement Amendment required that the Company's Board of Directors declare, as soon as reasonably practical, a stock dividend of twenty-nine (29) shares of its Series A-6 for each share of the Company's then-outstanding Series A-5, all of which were held by Nordic, for a total of 186,847 shares of Series A-6, in full satisfaction of all stock dividends payable in 2014 under the terms of the Stock Issuance Agreement in connection with Work Statement NB-1 and Work Statement NB-3. In March 2014, Nordic requested that all 186,847 shares of Series A-6 be issued. Accordingly, the Company's Board of Directors declared and issued a dividend to Nordic of all 186,847 shares on March 31, 2014. The Second Stock Issuance Agreement Amendment further provided that in the event an initial public offering of the Company's common stock occurred prior to May 31, 2014, any payments owed by the Company to Nordic in relation to Work Statement NB-1 and Work Statement NB-3, excluding Performance Incentive Payments, for all periods of time after 2014, would be changed from the right to receive stock to the right to receive a total cash payment from the Company of $4.3 million payable in ten equal monthly installments of $430,000 beginning on March 31, 2015. On May 19, 2014, the Company entered into the third amendment to the Stock Issuance Agreement, which amended the date prior to which an initial public offering must occur to June 30, 2014. The Second Stock Issuance Agreement Amendment also stipulated that all consideration to be paid to Nordic pursuant to the Stock Issuance Agreement at any time after the consummation of an initial public offering be payable in cash. As the Company completed an initial public offering on June 11, 2014, Nordic no longer has the right to receive stock from the Company and has been paid in cash for all periods after June 11, 2014.

        Prior to the issuance of shares of stock to Nordic in satisfaction of the Nordic Accruing Dividend, the liability to issue shares of stock was being accounted for as a liability in the Company's balance sheet, based upon the fair value of the Series A-6 as determined using PWERM. Changes in the fair value from the date of accrual to the date of issuance of the Series A-6 shares were recorded as a gain or loss in other (expense) income in the statement of operations.

        Abaloparatide-TD Phase 2 Clinical Trial—On July 26, 2012, the Company entered into a Letter of Intent, (the "Phase 2 Letter of Intent with Nordic"), which provided that the Company and Nordic would, subject to the Company's compliance with certain requirements of the certificate of incorporation and applicable securities law, negotiate in good faith to enter into a Work Statement NB-2, (the "Work Statement NB-2"), and an amendment to the Amended and Restated Stock Issuance Agreement.

        On February 21, 2013, the Company entered into Work Statement NB-2. Pursuant to the Work Statement NB-2, Nordic provided clinical trial services relating to the Phase 2 clinical trial of abaloparatide-TD (the "Phase 2 Clinical Trial"). Payments in cash to be made by the Company to Nordic under the Work Statement NB-2 were denominated in both euros and U.S. dollars and totaled up to €3.6 million ($4.4 million) and $0.3 million, respectively. In addition, pursuant to the Stock Issuance Agreement, Nordic was entitled to shares of Series A-6 payable as dividends upon the shares of Series A-5 held by Nordic, having an aggregate value of up to $2.9 million.

        As of December 31, 2013, 32,215 shares of Series A-6 were due to Nordic under Work Statement NB-2. In December 2013, Nordic requested that all 32,215 shares of Series A-6 accrued as of December 31, 2013 under Work Statement NB-2 be issued. Accordingly, the Company's Board of Directors declared a dividend to Nordic of all 32,215 shares of Series A-6 accrued under Work Statement NB-2 on December 31, 2013, which constituted all shares of Series A-6 due under Work Statement NB-2.

        The Company recognized research and development expense for the amounts due to Nordic under the Work Statement NB-2 ratably over the estimated per patient treatment period beginning upon enrollment in the Phase 2 Clinical Trial, or a nine-month period. The Company recorded nil, $4.1 million, and $1.4 million of research and development expense during the years ended December 31, 2014, 2013, and 2012, respectively, for per patient costs incurred for patients that had enrolled in the Phase 2 Clinical Study. Additionally, the Company recorded approximately $0.9 million of research and development expense associated with the costs incurred for preparatory and other start-up costs to initiate the Phase 2 Clinical Study during the year ended December 31, 2012. As of December 31, 2014, all obligations due to Nordic under Work Statement NB-2 had been paid.

        The Company is also responsible for certain pass-through costs in connection with the Phase 3 Clinical Trial, Extension Study and Phase 2 Clinical Study. Pass through costs are expensed as incurred or upon delivery. The Company recognized research and development expense of $1.3 million, $3.9 million, and $6.0 million for pass-through costs during the years ended December 31, 2014, 2013, and 2012, respectively.

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Stock-based Compensation
12 Months Ended
Dec. 31, 2014
Stock-based Compensation
Stock-Based Compensation

11. Stock-based Compensation

        The Company has the following stock-based compensation plans as of December 31, 2014, under which equity awards have been granted to employees, directors and consultants:

2003 Long-Term Incentive Plan; and

2011 Equity Incentive Plan.

        The 2011 Equity Incentive Plan replaced the 2003 Long-Term Incentive Plan when the board of directors approved the new plan on November 7, 2011. As of December 31, 2014, an aggregate of approximately 4,560,000 shares have been authorized for issuance under the Company's stock-based compensation plans, with approximately 3,220,000 options outstanding. The number of common shares available for granting of future awards under these plans was approximately 981,000 at December 31, 2014.

        2003 Long-Term Incentive Plan—The Company's 2003 Long-Term Incentive Plan (the "Incentive Plan") provides for the granting of incentive stock options and nonqualified options to key employees, directors and consultants of the Company. The exercise price of the incentive stock options, as determined by the board of directors, must be at least 100% (110% in the case of incentive stock options granted to a stockholder owning in excess of 10% of the Company's common stock) of the common stock fair value as of the date of the grant. The provisions of the Incentive Plan limit the exercise of incentive stock options, but in no case may the exercise period extend beyond ten years from the date of grant (five years in the case of incentive stock options granted to a stockholder owning in excess of 10% of the Company's common stock). Stock options generally vest over a four-year period. Certain options contain explicit performance conditions. The Company authorized approximately 884,000 shares of common stock for issuance under the Incentive Plan.

        2011 Equity Incentive Plan—The Company's 2011 Equity Incentive Plan (the "Equity Plan") provides for the granting of incentive stock options and nonqualified options to key employees, directors and consultants of the Company. The exercise price of the incentive stock options, as determined by the board of directors, must be at least 100% (110% in the case of incentive stock options granted to a stockholder owning in excess of 10% of the Company's common stock) of the common stock fair value as of the date of the grant. The provisions of the Equity Plan limit the exercise of incentive stock options, but in no case may the exercise period extend beyond ten years from the date of grant (five years in the case of incentive stock options granted to a stockholder owning in excess of 10% of the Company's common stock). Stock options generally vest over a four-year period. During 2014, the Company also issued stock options to certain members of its board of directors which vested immediately. Certain options contain explicit performance conditions. The Company has authorized approximately 3,676,000 shares of common stock for issuance under the Equity Plan. In addition, the shares remaining available for issuance under the Incentive Plan were assumed as shares authorized under the Equity Plan.

        The Company has historically granted stock options at exercise prices no less than the fair value of its common stock as determined by its board of directors, with input from management. Prior to the Company's initial public offering, the Company's board of directors has historically determined, with input from management, the estimated fair value of the Company's common stock on the date of grant based on a number of objective and subjective factors, including:

the prices at which the Company sold shares of convertible preferred stock;

the superior rights and preferences of securities senior to the Company's common stock at the time of each grant;

the likelihood of achieving a liquidity event such as a public offering or sale of the Company;

the Company's historical operating and financial performance and the status of its research and product development efforts; and

achievement of enterprise milestones, including entering into collaboration and license agreements.

        Subsequent to the Company's initial public offering, exercise prices in the case of non-qualified and incentive stock options are not less than the fair value of the underlying common stock on the date of grant.

        The Company uses the Black-Scholes option-pricing model to estimate the grant date fair value of its employee stock options. The weighted-average grant-date fair value per share of options granted during 2014, 2013 and 2012 was $8.26, $4.67 and $5.38, respectively. The weighted-average assumptions used in the Black-Scholes option-pricing model were as follows:

                                                                                                                                                                                    

 

 

Years Ended
December 31,

 

 

 

2014

 

2013

 

2012

 

Expected term (years)

 

 

6.06 

 

 

6.25 

 

 

6.25 

 

Volatility

 

 

59 

%

 

62 

%

 

60 

%

Expected dividend yield

 

 

%

 

%

 

%

Risk-free interest rates

 

 

2.06 

%

 

2.45 

%

 

1.10 

%

        A summary of stock option activity for the year ended December 31, 2014 is as follows (in thousands, except for per share and weighted-average contractual life amounts):

                                                                                                                                                                                    

 

 

Shares

 

Weighted-
Average
Exercise
Price (in
dollars per
share)

 

Weighted-
Average
Contractual
Life
(In Years)

 

Aggregate
Intrinsic
Value

 

Options outstanding at December 31, 2013

 

 

1,667

 

$

7.05

 

 

 

 

 

 

 

Granted

 

 

2,785

 

 

15.20

 

 

 

 

 

 

 

Exercised

 

 

(49

)

 

3.45

 

 

 

 

 

 

 

Cancelled

 

 

(1,182

)

 

8.63

 

 

 

 

 

 

 

Expired

 

 

(1

)

 

3.42

 

 

 

 

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

Options outstanding at December 31, 2014

 

 

3,220

 

$

13.58

 

 

8.57

 

$

81,584

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Options exercisable at December 31, 2014

 

 

1,323

 

$

9.98

 

 

7.27

 

$

38,266

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Options vested or expected to vest at December 31, 2014

 

 

3,114

 

$

13.49

 

 

8.54

 

$

79,158

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        The aggregate intrinsic value of options exercised (i.e., the difference between the market price at exercise and the price paid by employees to exercise the option) during the years ended December 31, 2014 and 2013 was $0.7 million and $0.02 million, respectively.

        The following table summarizes stock-based compensation expense by financial statement line (in thousands):

                                                                                                                                                                                    

 

 

Years Ended December 31,

 

 

 

2014

 

2013

 

2012

 

Research and development

 

$

1,953 

 

$

302 

 

$

338 

 

General and administrative

 

 

5,117 

 

 

1,206 

 

 

1,457 

 

​  

​  

​  

​  

​  

​  

Share-based compensation expense included in operating expenses

 

$

7,070 

 

$

1,508 

 

$

1,795 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        As of December 31, 2014, there was approximately $16.0 million of total unrecognized compensation expense related to unvested share-based compensation arrangements, which is expected to be recognized over a weighted- average period of approximately 3 years.

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Net Loss Per Share
12 Months Ended
Dec. 31, 2014
Net Loss Per Share
Net Loss Per Share

12. Net Loss Per Share

        Basic and diluted net loss per share is calculated as follows (in thousands, except share and per share amounts):

                                                                                                                                                                                    

 

 

Year Ended December 31,

 

 

 

2014

 

2013

 

2012

 

Numerator:

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(62,479

)

$

(60,690

)

$

(69,128

)

Accretion of preferred stock

 

 

(9,000

)

 

(17,471

)

 

(13,992

)

​  

​  

​  

​  

​  

​  

Loss attributable to common stockholders—basic

 

 

(71,479

)

 

(78,161

)

 

(83,120

)

Effect of dilutive convertible preferred stock

 

 

 

 

 

 

—  

 

​  

​  

​  

​  

​  

​  

Loss attributable to common stockholders—diluted

 

$

(71,479

)

$

(78,161

)

$

(83,120

)

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Denominator:

 

 

 

 

 

 

 

 

 

 

Weighted-average number of common shares used in loss per share—diluted

 

 

17,699,487

 

 

383,310

 

 

368,261

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Loss per share—basic and diluted

 

$

(4.04

)

$

(203.91

)

$

(225.71

)

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        The following potentially dilutive securities, prior to the use of the treasury stock method, have been excluded from the computation of diluted weighted-average shares outstanding, as they would be anti-dilutive. For the years ended December 31, 2014, 2013, and 2012, all convertible preferred stock, options to purchase common stock and warrants outstanding were assumed to be anti-dilutive as earnings attributable to common stockholders was in a loss position.

                                                                                                                                                                                    

 

 

Year Ended December 31

 

 

 

2014

 

2013

 

2012

 

Convertible preferred stock

 

 

3,857,664 

 

 

6,617,686 

 

 

3,412,898 

 

Options to purchase common stock

 

 

2,466,492 

 

 

1,743,890 

 

 

1,706,539 

 

Warrants

 

 

1,271,520 

 

 

545,797 

 

 

15,000 

 

 

 

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Income Taxes
12 Months Ended
Dec. 31, 2014
Income Taxes
Income Taxes

13. Income Taxes

        As of December 31, 2014 the Company had federal and state net operating loss ("NOL") carryforwards of approximately $319.7 million and $246.5 million, respectively, which may be used to offset future taxable income. The Company also had federal and state tax credits of $4.5 million and $0.5 million, respectively, to offset future tax liabilities. The NOL and tax credit carryforwards will expire at various dates through 2034, and are subject to review and possible adjustment by federal and state tax authorities. The Internal Revenue Code contains provision that may limit the NOL and tax credit carryforwards available to be used in any given year in the event of certain changes in the ownership interests of significant stockholders under Section 382 of the Internal Revenue Code.

        A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations follows (in thousands):

                                                                                                                                                                                    

 

 

Year Ended December 31,

 

 

 

2014

 

2013

 

2012

 

Income tax benefit using U.S. federal statutory rate

 

$

(21,243

)

$

(20,635

)

$

(23,504

)

State income taxes, net of federal benefit

 

 

(2,494

)

 

(2,255

)

 

(2,774

)

Stock-based compensation

 

 

149

 

 

92

 

 

72

 

Research and development tax credits

 

 

(499

)

 

(1,277

)

 

(55

)

Change in the valuation allowance

 

 

23,186

 

 

27,194

 

 

25,175

 

Permanent items

 

 

910

 

 

(3,085

)

 

709

 

Other

 

 

(9

)

 

(34

)

 

377

 

​  

​  

​  

​  

​  

​  

 

 

$

 

$

 

$

—  

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

        The Company is subject to Massachusetts net worth taxes, not based on income, which is largely offset by allowable tax credits and recorded as a component of operating expenses.

        The principal components of the Company's deferred tax assets are as follows (in thousands):

                                                                                                                                                                                    

 

 

December 31,

 

 

 

2014

 

2013

 

Current assets:

 

 

 

 

 

 

 

Accrued expenses

 

$

671

 

$

351

 

Deferred rent

 

 

 

 

9

 

​  

​  

​  

​  

Gross current deferred tax assets

 

 

671

 

 

360

 

​  

​  

​  

​  

Valuation allowance

 

 

(671

)

 

(360

)

​  

​  

​  

​  

Net current deferred tax assets

 

$

 

$

—  

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

Non-current assets:

 

 

 

 

 

 

 

Net operating loss carryforwards

 

$

121,278

 

$

100,284

 

Capitalized research and development

 

 

356

 

 

662

 

Research and development credits

 

 

4,844

 

 

4,345

 

Depreciation and amortization

 

 

(47

)

 

110

 

Other

 

 

3,158

 

 

1,313

 

​  

​  

​  

​  

Gross non-current deferred tax assets

 

 

129,589

 

 

106,714

 

Valuation allowance

 

 

(129,589

)

 

(106,714

)

​  

​  

​  

​  

Net non-current deferred tax assets

 

$

 

$

—  

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

        The Company has recorded a valuation allowance against its deferred tax assets in each of the years ended December 31, 2014 and 2013, because the Company's management believes that it is more likely than not that these assets will not be realized. The increase in the valuation allowance in 2014 primarily relates to the net loss incurred by the Company.

        As of December 31, 2014, the Company has no unrecognized tax benefits or related interest and penalties accrued. The Company has not, as yet, conducted a study of research and development credit carryforwards. In addition, the Company has not, as yet, conducted an Internal Revenue Code Section 382 study, which could impact its ability to utilize available NOL and tax credit carryforwards. These studies may result in adjustments to the Company's research and development credit carryforwards and NOL carryfowards; however, until a study is completed and any adjustment is known, no amounts are being presented as an uncertain tax position. A full valuation allowance has been provided against the Company's research and development credits and net operating loss carryforward and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance. Thus, there would be no impact to the balance sheet or statement of operations if an adjustment were required. The Company would recognize both accrued interest and penalties related to unrecognized benefits in income tax expense. The Company has not recorded any interest or penalties on any unrecognized benefits since inception.

        The statute of limitations for assessment by the Internal Revenue Service ("IRS") and state tax authorities remains open for all tax years. The Company files income tax returns in the United States, Colorado, Connecticut, Florida, Pennsylvania, New Jersey, New York and Massachusetts. There are currently no federal or state audits in progress.

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Commitments and Contingencies
12 Months Ended
Dec. 31, 2014
Commitments and Contingencies
Commitments and Contingencies

14. Commitments and Contingencies

        Litigation—The Company may be exposed to certain claims or assessments in the ordinary course of business. In the opinion of management, the outcome of these matters is not likely to have any material effect on the financial position, results of operations, or cash flows of the Company.

        Commitments—On July 15, 2011, the Company entered into an operating lease agreement for office space in Cambridge, Massachusetts. The term of the lease was August 1, 2011 through July 31, 2014.

        On May 14, 2014, the Company entered into an operating lease for office space in Waltham, Massachusetts. The term of the lease is August 1, 2014 through July 31, 2019. The Company has the option to extend the lease once for an additional 5-year period.

        On July 3, 2014, the Company entered into an operating lease for office space in Morristown, New Jersey. The term of the lease is August 1, 2014 through January 31, 2015. On October 31, 2014, the Company executed an agreement to extend the term of the rental agreement through July 31, 2015.

        The Company is obligated to make monthly rent payments pursuant to these agreements as set forth below:

                                                                                                                                                                                    

Years ended December 31,

 

Future Lease
Commitments

 

2015

 

$

328 

 

2016

 

 

296 

 

2017

 

 

305 

 

2018

 

 

313 

 

2019

 

 

186 

 

​  

​  

Total minimum lease payments

 

$

1,428 

 

​  

​  

​  

​  

​  

        Rent expense for the years ended December 31, 2014, 2013 and 2012 was $0.2 million, $0.2 million and $0.2 million, respectively.

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Related Party Transactions
12 Months Ended
Dec. 31, 2014
Related Party Transactions
Related Party Transactions

15. Related Party Transactions

        On July 24, 2013, the Company entered into a Consulting Agreement with Morana Jovan-Embiricos, Ph.D. (the "Consulting Agreement"), a member of the Company's board of directors. Pursuant to the Consulting Agreement, Dr. Jovan-Embiricos agreed to provide financial and strategic consulting services as may be requested by the Company, and such other consulting services as may be reasonably requested by the Company, from time to time from July 1, 2013 until June 30, 2014. The Company agreed to pay Dr. Jovan-Embiricos an aggregate consulting fee in cash of $160,000, of which $80,000 was paid on July 30, 2013 and the remaining $80,000 was paid on October 2, 2013.

        On January 23, 2014, the Company entered into a consulting agreement with Orbit Advisors Limited (the "Orbit Agreement"), a Swiss company ("Orbit"), and Morana Jovan-Embiricos, Ph.D and an agreement terminating the Consulting Agreement dated July 24, 2013. The Orbit Agreement was effective as of January 22, 2014 and would continue in effect until December 31, 2014 or until the earlier termination thereof in accordance with its terms (the "Term"). Pursuant to the Orbit Agreement, Orbit had agreed to provide financial and strategic consulting services as may be requested by the Company, and such other consulting services as may have been reasonably requested by the Company, from time to time during the Term. The Company agreed to pay Orbit an aggregate consulting fee in cash of $400,000 in four equal installments of $100,000 on each of January 31, 2014, June 30, 2014, September 30, 2014 and December 31, 2014. The Orbit Agreement contained customary provisions, applicable to both Orbit and Dr. Jovan-Embiricos, as Orbit's representative under the Orbit Agreement, regarding the treatment of the Company's confidential information and assignment of inventions, as well as an obligation of Orbit and Dr. Jovan-Embiricos to not solicit, during the Term and for a period of one year thereafter, any person or entity engaged by the Company as an employee, customer or supplier of, or consultant or advisor to, the Company to terminate such party's relationship with the Company. On February 27, 2014, the Company entered into a letter agreement terminating the Orbit Agreement.

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Selected Quarterly Financial Data (Unaudited)
12 Months Ended
Dec. 31, 2014
Selected Quarterly Financial Information
Selected Quarterly Financial Data (Unaudited)

16. Selected Quarterly Financial Data (Unaudited)

        Selected quarterly financial data for the years ended December 31, 2014 and 2013 is as follows (in thousands, except for share and per share data):

                                                                                                                                                                                    

 

 

Three Months Ended

 

 

 

March 31,

 

June 30,

 

September 30,

 

December 31,

 

2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(14,488

)

$

(12,609

)

$

(17,420

)

$

(17,962

)

Net loss applicable to common stock

 

 

(19,457

)

 

(16,640

)

 

(17,420

)

 

(17,962

)

Net loss per share—basic and diluted

 

 

(50.45

)

 

(2.22

)

 

(0.59

)

 

(0.55

)

Weighted-average common shares outstanding—basic and diluted

 

 

385,664

 

 

7,500,148

 

 

29,746,426

 

 

32,678,459

 

2013:

 

 


 

 

 


 

 

 


 

 

 


 

 

Net loss

 

$

(8,305

)

$

(19,512

)

$

(20,342

)

$

(12,531

)

Net loss applicable to common stock

 

 

(11,887

)

 

(23,880

)

 

(25,090

)

 

(17,304

)

Net loss per share—basic and diluted

 

 

(31.25

)

 

(62.59

)

 

(65.05

)

 

(44.87

)

Weighted-average common shares outstanding—basic and diluted

 

 

380,352

 

 

381,525

 

 

385,688

 

 

385,688

 

.

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Subsequent Events
12 Months Ended
Dec. 31, 2014
Subsequent Events
Subsequent Events

17. Subsequent Events

        On January 28, 2015, the Company completed a public offering of 4,000,000 shares of its common stock at a price of $36.75 per share, for aggregate proceeds, net of underwriting discounts, commissions and offering costs, of approximately $137.8 million. On January 28, 2015, the underwriters purchased an additional 600,000 shares by exercising an option to purchase additional shares that was granted to them in connection with the offering. As a result of the public offering and subsequent exercise of the underwriters' option, the Company received aggregate proceeds, net of underwriting discounts, commissions and offering costs of approximately $158.6 million.

        On March 9, 2015, the Company entered into an amendment to the Eisai Agreement (the "Eisai Amendment") in which Eisai granted to the Company an exclusive right and license to research, develop, manufacture and commercialize RAD1901 in Japan. In consideration for the rights to RAD1901 in Japan, the Company paid Eisai an initial license fee of $0.4 million upon execution of the contract. The Eisai Amendment also provides for additional payments, payable upon the achievement of certain clinical and regulatory milestones in Japan.

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Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2014
Summary of Significant Accounting Policies
Initial and Additional Public Offering

        Initial and Additional Public Offering—On June 11, 2014, the Company completed its initial public offering whereby the Company sold 6,500,000 shares of common stock at a price of $8.00 per share. The shares began trading on the NASDAQ Global Market on June 6, 2014. In connection with the offering, all outstanding shares of our convertible preferred stock converted into 19,465,132 shares of common stock and 2,862,654 shares of common stock were issued in satisfaction of accumulated dividends accrued on the preferred stock. In addition, all outstanding warrants to purchase shares of A-1 convertible preferred stock and warrants to purchase shares of series B-2 convertible preferred stock were converted into the right to purchase 149,452 shares of common stock and the Company's warrant liability was reclassified to equity.

        On June 18, 2014 and June 25, 2014, the underwriters purchased an additional 512,744 shares in the aggregate by exercising a portion of the over-allotment option granted to them in connection with the initial public offering. As a result of the closing of the initial public offering and subsequent exercise of the over-allotment option, the Company received aggregate proceeds, net of underwriting discounts, commissions and offering costs, of approximately $50.4 million.

        In connection with the completion of its initial public offering, the Company filed an amended and restated certificate of incorporation, which, among other things, changed the number of authorized shares of common stock to 200,000,000 shares.

        On October 7, 2014, the Company completed an additional public offering whereby it sold 2,750,000 shares of common stock at a price of $18.25 per share, for aggregate proceeds, net of underwriting discounts, commissions and offering costs, of approximately $46.9 million. On October 7, 2014, the underwriters purchased an additional 378,524 shares in the aggregate by exercising a portion of the over-allotment option granted to them in connection with the offering. As a result of the public offering and subsequent exercise of the over-allotment option, the Company received aggregate proceeds, net of underwriting discounts, commissions and offering costs of approximately $53.4 million.

Reverse Stock Split

        Reverse Stock Split—On April 24, 2014, the Company effected a reverse stock split of the Company's common stock. The number of authorized shares of the Company's common stock and the par value did not change. Pursuant to the stock split, every 2.28 shares of the Company's issued and outstanding common stock were automatically combined into one issued and outstanding share of the Company's common stock. All shares and per share amounts in the financial statements and accompanying notes have been retroactively adjusted to give effect to the reverse stock split.

Use of Estimates

        Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States ("GAAP") requires the Company's management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued as additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated up to the date of issuance of these financial statements.

Cash Equivalents

        Cash Equivalents—The Company considers all highly liquid investment instruments with an original maturity when purchased of three months or less to be cash equivalents. Cash equivalents at December 31, 2014 and 2013 are primarily comprised of money market funds.

Marketable Securities

        Marketable Securities—All investment instruments with an original maturity date, when purchased, in excess of three months have been classified as current marketable securities. The Company classifies securities that are available to fund current operations as current assets. These marketable securities are classified as available-for-sale and are carried at fair value. Unrealized gains and losses, if any, are included within other comprehensive (loss) income within stockholders' equity (deficit). The amortized cost of debt securities in this category is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization is included in interest income. Realized gains and losses on available-for-sale securities are included in interest income. The cost of securities sold is based on the specific identification method. The Company periodically reviews the portfolio of securities to determine whether an other-than-temporary impairment has occurred. No such losses have occurred to date. There were no realized gains or losses on the sale of securities for the years ended December 31, 2014 and 2013.

Fair Value Measurements

        Fair Value Measurements—The Company determines the fair market values of its financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following are three levels of inputs that may be used to measure fair value:

                                                                                                                                                                                    

Level 1

 

Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.


Level 2


 


Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.


Level 3


 


Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

 

Concentrations of Credit Risk and Off-Balance-Sheet Risk

        Concentrations of Credit Risk and Off-Balance-Sheet Risk—Financial instruments that potentially subject the Company to credit risk primarily consist of cash and cash equivalents and available-for-sale marketable securities. The Company mitigates its risk with respect to cash and cash equivalents and marketable securities by maintaining its deposits and investments at high-quality financial institutions. The Company invests any excess cash in money market funds and other securities, and the management of these investments is not discretionary on the part of the financial institution. The Company's credit exposure on its marketable securities is limited by its diversification among United States government and agency debt securities. The Company has no significant off-balance-sheet risks such as foreign exchange contracts, option contracts, or other hedging arrangements.

Property and Equipment

        Property and Equipment—Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the respective assets.

Research and Development Costs

        Research and Development Costs—The Company accounts for research and development costs by expensing such costs to operations as incurred. Research and development costs primarily consist of clinical testing costs, including payments in cash and stock made to contract research organizations, personnel costs, outsourced research activities, laboratory supplies, and license fees.        

 Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are deferred and capitalized. The capitalized amounts are expensed as the related goods are delivered or the services are performed.

Licensing Agreements

        Licensing Agreements—Costs associated with licensing early stage technology are expensed as incurred, and are included in research and development expenses.

Impairment of Long-Lived Assets

        Impairment of Long-Lived Assets—The Company evaluates long-lived assets for potential impairment when there is evidence that events or changes in circumstances have occurred that indicate that the carrying amount of a long-lived asset may not be recovered. Recoverability of these assets is assessed based on the undiscounted expected future cash flows from the assets, considering a number of factors, including past operating results, budgets and economic projections, market trends, and product development cycles. Impairment in the carrying value of each asset is assessed when the undiscounted expected future cash flows derived from the asset are less than its carrying value.

        An impairment loss would be recognized in an amount equal to the excess of the carrying amount over the undiscounted expected future cash flows. No impairment charges have been recognized since the Company's inception.

Segment Information

        Segment Information—Operating segments are defined as components of an enterprise engaged in business activities for which discrete financial information is available and regularly reviewed by the chief decision maker in determining how to allocate resources and in assessing performance. The Company views its operations and manages its business as one operating segment and operates in one geographic area.

Income Taxes

        Income Taxes—The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, as well as operating loss and tax credit carry forwards. The Company measures deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance to reflect the uncertainty associated with their ultimate realization. The effect on deferred tax assets and liabilities as a result of a change in tax rates is recognized as income in the period that includes the enactment date.

        The Company uses judgment to determine the recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Any material interest and penalties related to unrecognized tax benefits are recognized in income tax expense.

        Due to uncertainty surrounding the realization of the favorable tax attributes in future tax returns the Company has recorded a full valuation allowance against otherwise realizable net deferred tax assets as of December 31, 2014 and 2013.

Financial Instruments Indexed to and Potentially Settled in the Company's Common Stock

        Financial Instruments Indexed to and Potentially Settled in the Company's Common Stock —The Company evaluates all financial instruments issued in connection with its debt borrowings and equity offerings when determining the proper accounting treatment for such instruments in the Company's financial statements. The Company considers a number of generally accepted accounting principles to determine such treatment and evaluates the features of the instrument to determine the appropriate accounting treatment. The Company utilizes the Black-Scholes method or other appropriate methods to determine the fair value of its derivative financial instruments. Key valuation factors in determining the fair value include, but are not limited to, the current stock price as of the date of measurement, the exercise price, the remaining contractual life, expected volatility for the instrument and the risk-free interest rate. For financial instruments that are determined to be classified as liabilities on the balance sheet, changes in fair value are recorded as a gain or loss in the Company's statement of operations, with the corresponding amount recorded as an adjustment to the liability on its balance sheet.

Stock-Based Compensation

        Stock-Based Compensation—The Company measures stock-based compensation cost at the accounting measurement date based on the fair value of the option, and recognizes the expense related to awards to employees on a straight-line basis over the requisite service period of the option, which is typically the vesting period. The Company estimates the fair value of each option using a Black-Scholes option pricing model that takes into account the fair value of its common stock, the exercise price, the expected life of the option, the expected volatility of the Company's common stock, expected dividends on the Company's common stock, and the risk-free interest rate over the expected life of the option. Due to the limited trading history of the Company's common stock since its June 2014 initial public offering, the Company uses the simplified method described in the SEC's Staff Accounting Bulletin No. 107, Share-Based Payment, to determine the expected life of the option grants. The Company's estimate of expected volatility is based on a review of the historical volatility of similar publicly held companies in the biotechnology field over a period commensurate with the option's expected term. The Company has never declared or paid any cash dividends on its common stock and does not expect to do so in the foreseeable future. Accordingly, the Company utilizes an expected dividend yield of zero. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant valuation for a period commensurate with the option's expected term. These assumptions are highly subjective and changes in them could significantly impact the value of the option and hence the related compensation expense.

        The Company applies an estimated forfeiture rate to current period expense to recognize compensation expense only for those awards expected to vest. Estimated forfeitures are based upon historical data, adjusted for known trends, and will be adjusted if actual forfeitures differ or are expected to differ from such estimates. Subsequent changes in estimated forfeitures are recognized through a cumulative adjustment in the period of change and also will impact the amount of stock-based compensation expense in future periods.

        Stock-based compensation expense for options granted to consultants is also determined based upon the fair value of the options issued, as determined by the Black-Scholes option pricing model and recognized on an accelerated basis. However, the unvested portion of such option grants is re-measured at each reporting period, until such time as the award is fully vested.

Net (Loss) Income Per Common Share

        Net Loss Per Common Share—Net loss per common share is calculated using the two-class method, which is an earnings allocation formula that determines net loss per share for the holders of the Company's common shares and participating securities. Prior to the initial public offering, all of the Company's series of preferred stock contained participation rights in any dividend paid by the Company and were deemed to be participating securities. Net income available to common shareholders and participating preferred shares was allocated to each share on an as-converted basis as if all of the earnings for the period had been distributed. The participating securities do not include a contractual obligation to share in losses of the Company and are not included in the calculation of net loss per share in the periods that have a net loss.

        Diluted net income per share is computed using the more dilutive of (a) the two-class method, or (b) the if-converted method. Prior to the initial public offering, the Company allocated net income first to preferred stockholders based on dividend rights and then to common and preferred stockholders based on ownership interests. The weighted-average number of common shares outstanding gives effect to all potentially dilutive common equivalent shares, including outstanding stock options, warrants, and, prior to the Company's initial public offering, potential issuance of stock upon the issuance of the Company's series A-6 convertible preferred stock ("Series A-6") as settlement of the liability to Nordic Bioscience ("Nordic"). Common equivalent shares are excluded from the computation of diluted net income per share if their effect is anti-dilutive.

Comprehensive (Loss) Income

        Comprehensive (Loss) Income—Comprehensive (loss) income refers to revenues, expenses, gains and losses that are excluded from net income, as these amounts are recorded directly as an adjustment to stockholders' deficit, net of tax. The Company's other comprehensive (loss) income is comprised of unrealized gains (losses) on its available-for-sale securities.

New Accounting Pronouncements

        Recently Adopted Accounting Standards—In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ("ASU 2013-11"). ASU 2013-11 clarifies guidance and eliminates diversity in practice on the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments under ASU 2013-11 are effective for interim and annual fiscal periods beginning after December 15, 2013, with early adoption permitted. The adoption of ASU 2013-11 did not have a material impact on the Company's results of operations, financial position, or cash flows.

        In December 2013, the FASB issued Accounting Standards Update No. 2013-12, Definition of a Public Business Entity ("ASU 2013-12"). ASU 2013-12 amends the Master Glossary of the FASB Accounting Standards Codification to include one definition of public business entity for future use in GAAP. ASU 2013-12 does not affect existing requirements but will be used in considering the scope of new financial guidance and will identify whether the guidance does or does not apply to public business entities. There is no actual effective date for the amendment in ASU 2013-12 but the amended definition of a public business entity is used in ASU 2014-01 and those that follow. The adoption of ASU 2013-12 did not have a material impact on the Company's results of operations, financial position or cash flows.

        Accounting Standards Updates—In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern ("ASU 2014-15"). ASU 2014-15 provides guidance in GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The amendments under ASU 2014-15 are effective for interim and annual fiscal periods beginning after December 15, 2016, with early adoption permitted. The Company plans to adopt ASU 2014-15 on January 1, 2015. The Company does not expect adoption of ASU 2014-15 will have a material impact on the Company's results of operations, financial position or cash flows.

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Marketable Securities (Tables)
12 Months Ended
Dec. 31, 2014
Investments in Marketable Securities
Schedule of available-for-sale marketable securities and cash and cash equivalents

        Available-for-sale marketable securities and cash and cash equivalents consist of the following (in thousands):

                                                                                                                                                                                    

 

 

December 31, 2014

 

 

 

Amortized
Cost Value

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Fair Value

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

1,519

 

$

 

$

 

$

1,519

 

Money market funds

 

 

23,994

 

 

 

 

 

 

23,994

 

Domestic corporate debt securities

 

 

3,005

 

 

 

 

 

 

3,005

 

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

$

28,518

 

$

 

$

 

$

28,518

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic corporate debt securities

 

 

69,542

 

 

 

 

(33

)

 

69,509

 

Domestic corporate commercial paper

 

 

7,237

 

 

12

 

 

 

 

7,249

 

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

$

76,779

 

$

12

 

$

(33

)

$

76,758

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

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Property and Equipment (Tables)
12 Months Ended
Dec. 31, 2014
Property and Equipment
Schedule of property and equipment

        Property and equipment consists of the following (in thousands):

                                                                                                                                                                                    

 

 

 

 

December 31,

 

 

 

Estimated Useful
Life (In Years)

 

 

 

2014

 

2013

 

Furniture and fixtures

 

5

 

$

167

 

$

68

 

Computer equipment and software

 

3

 

 

230

 

 

286

 

Manufacturing equipment

 

10

 

 

598

 

 

 

Leasehold improvements

 

Shorter of useful life or remaining lease term

 

 

16

 

 

505

 

​  

​  

​  

​  

 

 

 

 

 

1,011

 

 

859

 

Less accumulated depreciation and amortization

 

 

 

 

(169

)

 

(783

)

​  

​  

​  

​  

Property and equipment, net

 

 

 

$

842

 

$

76

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

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Accrued Expenses and Other Current Liabilities (Tables)
12 Months Ended
Dec. 31, 2014
Accrued Expenses and Other Current Liabilities
Schedule of accrued expenses

        Accrued expenses consist of the following (in thousands):

                                                                                                                                                                                    

 

 

December 31,

 

 

 

2014

 

2013

 

Research costs—Nordic(1)

 

$

11,536 

 

$

17,998 

 

Research costs—other

 

 

3,336 

 

 

1,599 

 

Payroll and employee benefits

 

 

1,659 

 

 

1,005 

 

Professional fees

 

 

1,304 

 

 

426 

 

Accrued interest on notes payable

 

 

234 

 

 

852 

 

Other

 

 

198 

 

 

127 

 

​  

​  

​  

​  

Total accrued expenses and other current liabilties

 

$

18,267 

 

$

22,007 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  


(1)

Includes amounts accrued ratably over the estimated per patient treatment period under the Nordic Work Statement NB-1, Work Statement NB-2 and Work Statement NB-3. Amounts do not include pass-through costs which are expensed as incurred or upon delivery. See note 10 for additional information.

 

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Loan and Security Agreement (Tables)
12 Months Ended
Dec. 31, 2014
Loan and Security Agreement
Schedule of future principal payments under Loan and Security Agreement

        The future principal payments under the New Credit Facility, as amended, are as follows, as of December 31, 2014 (in thousands):

                                                                                                                                                                                    

Years ending December 31,

 

Principal
Payments

 

2015

 

$

 

2016

 

 

10,000 

 

2017

 

 

10,000 

 

2018

 

 

5,000 

 

​  

​  

 

 

$

25,000 

 

​  

​  

​  

​  

​  

 

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Fair Value Measurements (Tables)
12 Months Ended
Dec. 31, 2014
Fair Value Measurements
Summary of financial assets and liabilities measured at fair value on a recurring basis

        The following tables summarize the financial assets and liabilities measured at fair value on a recurring basis in the accompanying balance sheets as of December 31, 2014 and 2013 (in thousands):

                                                                                                                                                                                    

 

 

As of December 31, 2014

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

1,519 

 

$

 

$

 

$

1,519 

 

Money market funds(1)

 

 

23,994 

 

 

 

 

 

 

23,994 

 

Domestic corporate debt securities(2)

 

 

 

 

3,005 

 

 

 

 

3,005 

 

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

$

25,513 

 

$

3,005 

 

$

 

$

28,518 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic corporate debt securities(2)

 

$

 

$

69,509 

 

$

 

$

69,509 

 

Domestic corporate commercial paper(2)

 

 

 

 

7,249 

 

 

 

 

7,249 

 

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

$

 

$

76,758 

 

$

 

$

76,758 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

                                                                                                                                                                                    

 

 

As of December 31, 2013

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

2,710 

 

$

 

$

 

$

2,710 

 

Money market funds(1)

 

 

9,593 

 

 

 

 

 

 

9,593 

 

​  

​  

​  

​  

​  

​  

​  

​  

 

 

$

12,303 

 

$

 

$

 

$

12,303 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Warrant liability(3)

 

$

 

$

 

$

1,945 

 

$

1,945 

 

Stock Liability(3)

 

 

 

 

 

 

5,328 

 

 

5,328 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

 

$

 

$

 

$

7,273 

 

$

7,273 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  


(1)

Fair value is based upon quoted market prices.

(2)

Fair value is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Inputs are obtained from various sources, including market participants, dealers and brokers.

(3)

Fair value is determined using the probability-weighted expected return model ("PWERM"), as discussed below. Changes in the fair value of the Level 3 assets and liabilities are recorded as other (expense) income in the statement of operations.

 

Roll-forward of fair value of assets determined by Level 3 inputs

        The following table provides a roll forward of the fair value of the assets, where fair value is determined using Level 3 inputs (in thousands):

                                                                                                                                                                                    

Balance at December 31, 2013

 

$

 

Issuance of shares of Series A-6—prepayment

 

 

1,220

 

Nordic amendment

 

 

(1,220

)

​  

​  

Balance at December 31, 2014

 

$

—  

 

​  

​  

​  

​  

​  

 

Roll-forward of fair value of liabilities determined by Level 3 inputs

        The following table provides a roll forward of the fair value of the liabilities, where fair value is determined using Level 3 inputs (in thousands):

                                                                                                                                                                                    

Balance at December 31, 2013

 

$

7,273

 

Issuance of shares of Series A-6

 

 

(8,889

)

Additions—accrued shares of Series A-6

 

 

2,717

 

Additions—warrants

 

 

1,511

 

Change in fair value

 

 

505

 

Warrant liability reclassified to equity

 

 

(3,117

)

​  

​  

Balance at December 31, 2014

 

$

—  

 

​  

​  

​  

​  

​  

 

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Stock-Based Compensation (Tables)
12 Months Ended
Dec. 31, 2014
Stock-based Compensation
Schedule of weighted-average assumptions used in estimation of grant date fair values

                                                                                                                                                                                    

 

 

Years Ended
December 31,

 

 

 

2014

 

2013

 

2012

 

Expected term (years)

 

 

6.06 

 

 

6.25 

 

 

6.25 

 

Volatility

 

 

59 

%

 

62 

%

 

60 

%

Expected dividend yield

 

 

%

 

%

 

%

Risk-free interest rates

 

 

2.06 

%

 

2.45 

%

 

1.10 

%

 

Summary of stock option activity

        A summary of stock option activity for the year ended December 31, 2014 is as follows (in thousands, except for per share and weighted-average contractual life amounts):

                                                                                                                                                                                    

 

 

Shares

 

Weighted-
Average
Exercise
Price (in
dollars per
share)

 

Weighted-
Average
Contractual
Life
(In Years)

 

Aggregate
Intrinsic
Value

 

Options outstanding at December 31, 2013

 

 

1,667

 

$

7.05

 

 

 

 

 

 

 

Granted

 

 

2,785

 

 

15.20

 

 

 

 

 

 

 

Exercised

 

 

(49

)

 

3.45

 

 

 

 

 

 

 

Cancelled

 

 

(1,182

)

 

8.63

 

 

 

 

 

 

 

Expired

 

 

(1

)

 

3.42

 

 

 

 

 

 

 

​  

​  

​  

​  

​  

​  

​  

​  

Options outstanding at December 31, 2014

 

 

3,220

 

$

13.58

 

 

8.57

 

$

81,584

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Options exercisable at December 31, 2014

 

 

1,323

 

$

9.98

 

 

7.27

 

$

38,266

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Options vested or expected to vest at December 31, 2014

 

 

3,114

 

$

13.49

 

 

8.54

 

$

79,158

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

Summary of stock-based compensation expense by financial statement line

        The following table summarizes stock-based compensation expense by financial statement line (in thousands):

                                                                                                                                                                                    

 

 

Years Ended December 31,

 

 

 

2014

 

2013

 

2012

 

Research and development

 

$

1,953 

 

$

302 

 

$

338 

 

General and administrative

 

 

5,117 

 

 

1,206 

 

 

1,457 

 

​  

​  

​  

​  

​  

​  

Share-based compensation expense included in operating expenses

 

$

7,070 

 

$

1,508 

 

$

1,795 

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

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Net Loss Per Share (Tables)
12 Months Ended
Dec. 31, 2014
Net Loss Per Share
Schedule of basic and diluted net loss per share

        Basic and diluted net loss per share is calculated as follows (in thousands, except share and per share amounts):

                                                                                                                                                                                    

 

 

Year Ended December 31,

 

 

 

2014

 

2013

 

2012

 

Numerator:

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(62,479

)

$

(60,690

)

$

(69,128

)

Accretion of preferred stock

 

 

(9,000

)

 

(17,471

)

 

(13,992

)

​  

​  

​  

​  

​  

​  

Loss attributable to common stockholders—basic

 

 

(71,479

)

 

(78,161

)

 

(83,120

)

Effect of dilutive convertible preferred stock

 

 

 

 

 

 

—  

 

​  

​  

​  

​  

​  

​  

Loss attributable to common stockholders—diluted

 

$

(71,479

)

$

(78,161

)

$

(83,120

)

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Denominator:

 

 

 

 

 

 

 

 

 

 

Weighted-average number of common shares used in loss per share—diluted

 

 

17,699,487

 

 

383,310

 

 

368,261

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Loss per share—basic and diluted

 

$

(4.04

)

$

(203.91

)

$

(225.71

)

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

Schedule of potentially dilutive securities excluded from the computation of diluted weighted-average shares outstanding

                                                                                                                                                                                    

 

 

Year Ended December 31

 

 

 

2014

 

2013

 

2012

 

Convertible preferred stock

 

 

3,857,664 

 

 

6,617,686 

 

 

3,412,898 

 

Options to purchase common stock

 

 

2,466,492 

 

 

1,743,890 

 

 

1,706,539 

 

Warrants

 

 

1,271,520 

 

 

545,797 

 

 

15,000 

 

 

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Income Taxes (Tables)
12 Months Ended
Dec. 31, 2014
Income Taxes
Schedule of reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations

        A reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations follows (in thousands):

                                                                                                                                                                                    

 

 

Year Ended December 31,

 

 

 

2014

 

2013

 

2012

 

Income tax benefit using U.S. federal statutory rate

 

$

(21,243

)

$

(20,635

)

$

(23,504

)

State income taxes, net of federal benefit

 

 

(2,494

)

 

(2,255

)

 

(2,774

)

Stock-based compensation

 

 

149

 

 

92

 

 

72

 

Research and development tax credits

 

 

(499

)

 

(1,277

)

 

(55

)

Change in the valuation allowance

 

 

23,186

 

 

27,194

 

 

25,175

 

Permanent items

 

 

910

 

 

(3,085

)

 

709

 

Other

 

 

(9

)

 

(34

)

 

377

 

​  

​  

​  

​  

​  

​  

 

 

$

 

$

 

$

—  

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

Schedule of principal components of the Company's deferred tax assets

        The principal components of the Company's deferred tax assets are as follows (in thousands):

                                                                                                                                                                                    

 

 

December 31,

 

 

 

2014

 

2013

 

Current assets:

 

 

 

 

 

 

 

Accrued expenses

 

$

671

 

$

351

 

Deferred rent

 

 

 

 

9

 

​  

​  

​  

​  

Gross current deferred tax assets

 

 

671

 

 

360

 

​  

​  

​  

​  

Valuation allowance

 

 

(671

)

 

(360

)

​  

​  

​  

​  

Net current deferred tax assets

 

$

 

$

—  

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

Non-current assets:

 

 

 

 

 

 

 

Net operating loss carryforwards

 

$

121,278

 

$

100,284

 

Capitalized research and development

 

 

356

 

 

662

 

Research and development credits

 

 

4,844

 

 

4,345

 

Depreciation and amortization

 

 

(47

)

 

110

 

Other

 

 

3,158

 

 

1,313

 

​  

​  

​  

​  

Gross non-current deferred tax assets

 

 

129,589

 

 

106,714

 

Valuation allowance

 

 

(129,589

)

 

(106,714

)

​  

​  

​  

​  

Net non-current deferred tax assets

 

$

 

$

—  

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

 

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Commitment and Contingencies (Tables)
12 Months Ended
Dec. 31, 2014
Commitments and Contingencies
Schedule of Future Minimum Rental Payments for Operating Leases

                                                                                                                                                                                    

Years ended December 31,

 

Future Lease
Commitments

 

2015

 

$

328 

 

2016

 

 

296 

 

2017

 

 

305 

 

2018

 

 

313 

 

2019

 

 

186 

 

​  

​  

Total minimum lease payments

 

$

1,428 

 

​  

​  

​  

​  

​  

        

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Selected Quarterly Financial Data - Unaudited (Tables)
12 Months Ended
Dec. 31, 2014
Selected quarterly financial data (Unaudited).
Schedule of Quarterly Financial Information (unaudited)

        Selected quarterly financial data for the years ended December 31, 2014 and 2013 is as follows (in thousands, except for share and per share data):

                                                                                                                                                                                    

 

 

Three Months Ended

 

 

 

March 31,

 

June 30,

 

September 30,

 

December 31,

 

2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(14,488

)

$

(12,609

)

$

(17,420

)

$

(17,962

)

Net loss applicable to common stock

 

 

(19,457

)

 

(16,640

)

 

(17,420

)

 

(17,962

)

Net loss per share—basic and diluted

 

 

(50.45

)

 

(2.22

)

 

(0.59

)

 

(0.55

)

Weighted-average common shares outstanding—basic and diluted

 

 

385,664

 

 

7,500,148

 

 

29,746,426

 

 

32,678,459

 

2013:

 

 


 

 

 


 

 

 


 

 

 


 

 

Net loss

 

$

(8,305

)

$

(19,512

)

$

(20,342

)

$

(12,531

)

Net loss applicable to common stock

 

 

(11,887

)

 

(23,880

)

 

(25,090

)

 

(17,304

)

Net loss per share—basic and diluted

 

 

(31.25

)

 

(62.59

)

 

(65.05

)

 

(44.87

)

Weighted-average common shares outstanding—basic and diluted

 

 

380,352

 

 

381,525

 

 

385,688

 

 

385,688

 

.

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Nature of Business (Details) (USD $)
0 Months Ended 12 Months Ended 0 Months Ended
Oct. 07, 2014
Jun. 25, 2014
Jun. 11, 2014
Dec. 31, 2014
Jan. 28, 2015
Dec. 31, 2013
Nature of Business
Retained Earnings (Accumulated Deficit) $ (344,238,000) $ (277,301,000)
Cash, Cash Equivalents, and Short-term Investments 105,300,000
Common stock - public offering
Issuance of common stock (in shares) 2,750,000 6,500,000
Proceeds from the sale of common stock 46,900,000 103,804,000
Proceeds from public offering and exercise of underwriters option 53,400,000 50,400,000
Common Stock
Common stock - public offering
Issuance of common stock (in shares) 10,141,268
Common Stock | Subsequent Event
Common stock - public offering
Issuance of common stock (in shares) 4,600,000
Shares Issued, Price Per Share $ 36.75
Proceeds from the sale of common stock 137,800,000
Proceeds from public offering and exercise of underwriters option $ 158,600,000
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Summary of Significant Accounting Policies (Details) (USD $)
0 Months Ended 12 Months Ended
Oct. 07, 2014
Jun. 25, 2014
Jun. 11, 2014
Apr. 24, 2014
Dec. 31, 2014
item
Dec. 31, 2013
Oct. 07, 2014
Jun. 11, 2014
Summary of Basis of Presentation and Significant Accounting Policies
Conversion of convertible preferred stock into common stock (in shares) 19,465,132
Number of shares of common stock issued in satisfaction of accumulated dividends accrued on the preferred stock 2,862,654
Initial public offering
Shares sold 2,750,000 6,500,000
Share issue price (in dollars per share) $ 18.25 $ 8 $ 18.25 $ 8
Proceeds from the sale of common stock $ 46,900,000 $ 103,804,000
Options exercised by underwriters (in shares) 378,524 512,744
Aggregate proceeds received, net of underwriting discounts and commissions and offering costs 53,400,000 50,400,000
Common Stock, Shares Authorized 200,000,000 200,000,000 100,000,000 200,000,000
Reverse stock-split ratio 2.28
Number of operating segment 1
Number of geographic segment 1
Marketable Securities
Other-than-temporary impairment losses 0
Realized gains or losses on the sale of securities 0 0
Impairment of Long-Lived Assets
Impairment charges $ 0
Stock-Based Compensation
Expected dividend yield (as a percent) 0.00%
Common Stock
Summary of Basis of Presentation and Significant Accounting Policies
Conversion of convertible preferred stock into common stock (in shares) 22,327,786
Initial public offering
Shares sold 10,141,268
Warrants issued for purchase of shares of common stock (in shares) 149,452 149,452
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Marketable Securities (Details) (USD $)
12 Months Ended
Dec. 31, 2014
item
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Available-for-sale marketable securities
Cash and cash equivalents, Amortized Cost Value $ 28,518,000 $ 12,303,000 $ 18,653,000 $ 25,128,000
Marketable securities, Amortized Cost 76,779,000
Marketable securities, Gross Unrealized Gains 12,000
Marketable securities, Gross Unrealized Losses (33,000)
Marketable securities, Fair Value 76,758,000
Cash and cash equivalents, Fair Value 28,518,000
Debt securities held in an unrealized loss position for more than 12 months 0
Debt securities held in an unrealized loss position for less than 12 months 34
Fair value of debt securities in an unrealized position for less than 12 months 68,900,000
Unrealized loss on debt securities in an unrealized loss position for less than 12 months 34,000
Maximum
Available-for-sale marketable securities
Marketable securities, contractual term to maturity 1 year
Domestic corporate debt securities
Available-for-sale marketable securities
Marketable securities, Amortized Cost 69,542,000
Marketable securities, Gross Unrealized Losses (33,000)
Marketable securities, Fair Value 69,509,000
Domestic corporate commercial paper
Available-for-sale marketable securities
Marketable securities, Amortized Cost 7,237,000
Marketable securities, Gross Unrealized Gains 12,000
Marketable securities, Fair Value 7,249,000
Cash
Available-for-sale marketable securities
Cash and cash equivalents, Amortized Cost Value 1,519,000
Cash and cash equivalents, Fair Value 1,519,000
Money market
Available-for-sale marketable securities
Cash and cash equivalents, Amortized Cost Value 23,994,000
Cash and cash equivalents, Fair Value 23,994,000
Domestic corporate debt securities
Available-for-sale marketable securities
Cash and cash equivalents, Amortized Cost Value 3,005,000
Cash and cash equivalents, Fair Value $ 3,005,000
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Property and Equipment (Details) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Property and Equipment
Property and equipment, gross $ 1,011,000 $ 859,000
Less accumulated depreciation and amortization (169,000) (783,000)
Property and equipment, net 842,000 76,000
Assets disposed 700,000
Furniture and fixtures
Property and Equipment
Estimated Useful Life 5 years
Property and equipment, gross 167,000 68,000
Computer equipment and software
Property and Equipment
Estimated Useful Life 3 years
Property and equipment, gross 230,000 286,000
Manufacturing equipment
Property and Equipment
Estimated Useful Life 10 years
Property and equipment, gross 598,000
Leasehold improvements
Property and Equipment
Property and equipment, gross $ 16,000 $ 505,000
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Accrued Expenses and Other Current Liabilities (Details) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2014
Dec. 31, 2013
Accrued Expenses and Other Current Liabilities
Research costs - Nordic $ 11,536 $ 17,998
Research costs - other 3,336 1,599
Payroll and employee benefits 1,659 1,005
Professional fees 1,304 426
Accrued interest on notes payable 234 852
Other 198 127
Total accrued expenses and other current liabilities $ 18,267 $ 22,007
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Loan and Security Agreement (Details) (USD $)
1 Months Ended 0 Months Ended 1 Months Ended 12 Months Ended 0 Months Ended
May 31, 2014
Jun. 11, 2014
May 30, 2014
item
May 30, 2014
Dec. 31, 2014
Jul. 10, 2014
Oct. 07, 2014
Dec. 31, 2013
Jun. 06, 2014
May 23, 2011
Nov. 21, 2011
May 29, 2012
Loan and Security Agreement
Maximum borrowing limit $ 30,000,000 $ 30,000,000
Share issue price (in dollars per share) 8 $ 18.25
Fair value of warrants issued (in dollars) 1,945,000
Future principal payments under the Loan and Security Agreement
Current portion of Note payable, net of discount 13,005,000
2016 10,000,000
2017 10,000,000
2018 5,000,000
Total 25,000,000
Series A-1 Convertible Preferred Stock | Maximum
Loan and Security Agreement
Conversion of convertible preferred stock, and associated accumulated dividends into common stock (in shares) 58,918
Series B-2 Convertible Preferred Stock
Loan and Security Agreement
Number of shares that can be purchased for warrants issued 10,258 10,258
Exercise price of warrants (in dollars per unit) $ 61.42 $ 61.42 $ 8
Share issue price (in dollars per share) $ 8 $ 8
Series B-2 Convertible Preferred Stock | Maximum
Loan and Security Agreement
Conversion of convertible preferred stock, and associated accumulated dividends into common stock (in shares) 78,760
Initial Term Loan
Loan and Security Agreement
Aggregate principal amount 21,000,000 21,000,000
Number of payments of principal and interest payable monthly in arrears 36
Minimum aggregate net cash proceeds required to be received to make interest only payments 65,000,000 65,000,000
Number of interest and principal payments to be made if minimum required aggregate net cash proceeds are received 30
Fair value of warrants issued (in dollars) 300,000 300,000
Payment of facility fees to lender 300,000
Payment of reimbursed costs to lender 100,000
Debt discount amortization period 48 months
Proceeds used to repay existing credit facility 9,300,000
Basis spread (as a percent) 9.85%
Variable interest rate, description one-month LIBOR
Second Term Loan
Loan and Security Agreement
Threshold net cash proceed as prerequisite to request term loan 65,000,000
Additional Term Loan that Can be Requested if Threshold of IPO is Met 9,000,000
Basis spread (as a percent) 9.85%
Variable interest rate, description one-month LIBOR
Term Loan
Loan and Security Agreement
Maximum borrowing limit 25,000,000
Final payment fee (as a percent) 3.50%
Prepayment fees as percentage of amount prepaid if the prepayment occurs prior to the first anniversary of the funding 3.00%
Prepayment fees as percentage of amount prepaid if prepayment occurs between the first and second anniversary of the funding 2.00%
Prepayment fees as percentage of amount prepaid if prepayment occurs on or after the second anniversary of the funding 1.00%
Term Loan | Series A-1 Convertible Preferred Stock
Loan and Security Agreement
Number of shares that can be purchased for warrants issued 12,280
Exercise price of warrants (in dollars per unit) 81.42
Term Loan A
Loan and Security Agreement
Aggregate principal amount 6,300,000
Number of payments of principal and interest payable monthly in arrears 36
Final balloon payment 600,000
Annual interest rate (as a percent) 10.16%
Expiration term of warrants 10 years
Fair value of warrants issued (in dollars) 182,600
Payment of facility fees to lender 250,000
Payment of reimbursed costs to lender 117,000
Term Loan B
Loan and Security Agreement
Aggregate principal amount 4,000,000 6,300,000
Number of payments of principal and interest payable monthly in arrears 30
Final balloon payment 600,000
Annual interest rate (as a percent) 10.00%
Number of shares that can be purchased for warrants issued 4,706
Exercise price of warrants (in dollars per unit) $ 12.75
Expiration term of warrants 5 years
Fair value of warrants issued (in dollars) 41,000 177,600
Payment of reimbursed costs to lender 18,000
Term Loan C
Loan and Security Agreement
Aggregate principal amount 12,500,000
Number of payments of principal and interest payable monthly in arrears 24
Final balloon payment 1,300,000
Annual interest rate (as a percent) 10.00%
Fair value of warrants issued (in dollars) 379,700
Payment of reimbursed costs to lender 31,000
Term Loan C | Scenario, Forecast
Loan and Security Agreement
Aggregate principal amount 5,000,000
Threshold net cash proceed as prerequisite to request term loan 13,000,000
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Convertible Preferred Stock (Details) (USD $)
In Millions, except Share data, unless otherwise specified
0 Months Ended 12 Months Ended 2 Months Ended
May 10, 2013
Apr. 23, 2013
Dec. 31, 2014
item
Mar. 31, 2014
Jun. 06, 2014
Dec. 31, 2013
Jun. 11, 2014
May 30, 2014
Feb. 14, 2014
Series B Convertible Preferred Stock
Convertible Preferred Stock
Number of shares issued 0 701,235
Number of shares authorized 0 980,000
Exercise price of warrants (in dollars per unit) $ 61.42 $ 14.004
Exercisable period for stock options following the Advisory period 5 years
Preferred Stock conversion ratio (in shares) 4.386
Series B Convertible Preferred Stock | Purchase Agreement
Convertible Preferred Stock
Number of shares issued 1,137 700,098
Exercise price of warrants (in dollars per unit) 14.004 $ 14.004
Proceeds from issuance of shares 0.1 $ 43
Warrants issued for purchase of shares of common stock (in shares) 1,246 767,651
Purchase price per share of convertible preferred stock (in dollars per share) $ 61.42
Dividend rate (as a percent) 8.00%
Accrued dividend 3.9
Number of times of original purchase price, which will be paid to the preferred stockholders 200.00%
Number of classes of stockholder voting rights, in the aggregate, for preferred stockholders, on an as-if converted basis, together with common stockholders 1
Series B Convertible Preferred Stock | Minimum
Convertible Preferred Stock
Percentage of outstanding shares holders vote required for conversion of all shares of preferred stock 70.00%
Series B Convertible Preferred Stock | Minimum | Purchase Agreement
Convertible Preferred Stock
Percentage of outstanding shares holders vote required for conversion of all shares of preferred stock 70.00%
Series B Convertible Preferred Stock | Maximum | Purchase Agreement
Convertible Preferred Stock
Amount to be raised 60
Number of shares authorized 980,000
Warrants issued for purchase of shares of common stock (in shares) 1,075,000
Series B-2 Convertible Preferred Stock
Convertible Preferred Stock
Amount to be raised 40.2
Number of shares issued 0 0
Number of shares authorized 0 655,000
Exercise price of warrants (in dollars per unit) $ 8 $ 61.42
Warrants issued for purchase of shares of common stock (in shares) 10,258
Preferred Stock conversion ratio (in shares) 7.678
Accrued dividend 0.7
Series B-2 Convertible Preferred Stock | Purchase Agreement
Convertible Preferred Stock
Number of shares issued 448,060
Exercise price of warrants (in dollars per unit) $ 14.004
Proceeds from issuance of shares 27.5
Warrants issued for purchase of shares of common stock (in shares) 491,293
Purchase price per share of convertible preferred stock (in dollars per share) $ 61.42
Number of times of original purchase price, which will be paid to the preferred stockholders 150.00%
Series B-2 Convertible Preferred Stock | Maximum | Purchase Agreement
Convertible Preferred Stock
Number of shares authorized 655,000
Warrants issued for purchase of shares of common stock (in shares) 718,201
Series A Convertible Preferred Stock | Purchase Agreement
Convertible Preferred Stock
Number of classes of stockholder voting rights, in the aggregate, for preferred stockholders, on an as-if converted basis, together with common stockholders 1
Series A-1 Convertible Preferred Stock
Convertible Preferred Stock
Number of shares issued 0 939,612
Number of shares authorized 0 1,000,000
Series A-1 Convertible Preferred Stock | Purchase Agreement
Convertible Preferred Stock
Purchase price per share of convertible preferred stock (in dollars per share) $ 81.42
Conversion price per share (in dollars per share) $ 16.97
Original conversion price per share (in dollars per share) $ 18.564
Original preferred stock conversion ratio (in shares) 4.386
Preferred Stock conversion ratio (in shares) 4.798
Accrued dividend 18.1
Members of the Company's Board of Directors that can be elected by preferred stockholders 2
Series A-1 Convertible Preferred Stock | After payment in full of required Series B preferred dividends | Purchase Agreement
Convertible Preferred Stock
Dividend rate (as a percent) 8.00%
Series A-1 Convertible Preferred Stock | Liquidation, dissolution, or winding-up, payments to preferred stockholders after distribution to Series B preferred stockholders | Purchase Agreement
Convertible Preferred Stock
Purchase price per share of convertible preferred stock (in dollars per share) $ 81.42
Series A-1 Convertible Preferred Stock | Minimum | Purchase Agreement
Convertible Preferred Stock
Percentage of outstanding shares holders vote required for conversion of all shares of preferred stock 70.00%
Series A-2 Convertible Preferred Stock
Convertible Preferred Stock
Number of shares issued 0 983,208
Number of shares authorized 0 983,213
Series A-2 Convertible Preferred Stock | Purchase Agreement
Convertible Preferred Stock
Purchase price per share of convertible preferred stock (in dollars per share) $ 81.42
Conversion price per share (in dollars per share) $ 16.97
Original conversion price per share (in dollars per share) $ 18.564
Original preferred stock conversion ratio (in shares) 4.386
Preferred Stock conversion ratio (in shares) 4.798
Accrued dividend 21.2
Series A-2 Convertible Preferred Stock | After payment in full of required Series B and A-1 preferred dividends | Purchase Agreement
Convertible Preferred Stock
Dividend rate (as a percent) 8.00%
Series A-2 Convertible Preferred Stock | Liquidation, dissolution, or winding-up, payments to preferred stockholders after distribution to Series B and Series A-1 preferred stockholders | Purchase Agreement
Convertible Preferred Stock
Purchase price per share of convertible preferred stock (in dollars per share) $ 81.42
Series A-2 Convertible Preferred Stock | Minimum | Purchase Agreement
Convertible Preferred Stock
Percentage of outstanding shares holders vote required for conversion of all shares of preferred stock 70.00%
Series A-3 Convertible Preferred Stock
Convertible Preferred Stock
Number of shares issued 0 142,227
Number of shares authorized 0 142,230
Series A-3 Convertible Preferred Stock | Purchase Agreement
Convertible Preferred Stock
Purchase price per share of convertible preferred stock (in dollars per share) $ 81.42
Conversion price per share (in dollars per share) $ 16.97
Original conversion price per share (in dollars per share) $ 18.564
Original preferred stock conversion ratio (in shares) 4.386
Preferred Stock conversion ratio (in shares) 4.798
Accrued dividend $ 3.1
Series A-3 Convertible Preferred Stock | After payment in full of required Series B, Series A-1 and A-2 preferred dividends | Purchase Agreement
Convertible Preferred Stock
Dividend rate (as a percent) 8.00%
Series A-3 Convertible Preferred Stock | Minimum | Purchase Agreement
Convertible Preferred Stock
Percentage of outstanding shares holders vote required for conversion of all shares of preferred stock 70.00%
Series A-4 Convertible Preferred Stock
Convertible Preferred Stock
Number of shares issued 0 3,998
Number of shares authorized 0 4,000
Series A-4 Convertible Preferred Stock | Purchase Agreement
Convertible Preferred Stock
Purchase price per share of convertible preferred stock (in dollars per share) $ 81.42
Conversion price per share (in dollars per share) $ 18.564
Preferred Stock conversion ratio (in shares) 4.386
Series A-4 Convertible Preferred Stock | Liquidation, dissolution, or winding-up, payments to preferred stockholders after distribution to Series B, Series B-2, Series A-1, Series A-2 , Series A-3, Series A-5 and Series A-6 preferred stockholders
Convertible Preferred Stock
Purchase price per share of convertible preferred stock (in dollars per share) $ 81.42
Series A-5 Convertible Preferred Stock
Convertible Preferred Stock
Number of shares issued 0 6,443
Number of shares authorized 0 7,000
Series A-5 Convertible Preferred Stock | Purchase Agreement
Convertible Preferred Stock
Purchase price per share of convertible preferred stock (in dollars per share) $ 81.42
Conversion price per share (in dollars per share) $ 18.564
Preferred Stock conversion ratio (in shares) 4.386
Series A-6 Convertible Preferred Stock
Convertible Preferred Stock
Number of shares issued 0 496,111
Number of shares authorized 0 800,000
Series A-6 Convertible Preferred Stock | Purchase Agreement
Convertible Preferred Stock
Purchase price per share of convertible preferred stock (in dollars per share) $ 81.42
Conversion price per share (in dollars per share) $ 18.564
Preferred Stock conversion ratio (in shares) 4.386
Series A-6 Convertible Preferred Stock | Liquidation, dissolution, or winding-up, payments to preferred stockholders after distribution to Series B, Series B-2, Series A-1 and Series A-2 preferred stockholders
Convertible Preferred Stock
Purchase price per share of convertible preferred stock (in dollars per share) $ 81.42
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Fair Value Measurements (Details) (USD $)
12 Months Ended
Dec. 31, 2014
item
Dec. 31, 2013
Assets
Cash $ 28,518,000
Liabilities
Warrant liability 1,945,000
Number of work statements executed with the Nordic Work Statements 3
Cash
Assets
Cash 1,519,000
Money market
Assets
Cash 23,994,000
Domestic corporate debt securities
Assets
Cash 3,005,000
Recurring basis | Level 1
Assets
Cash 25,513,000
Assets fair value 12,303,000
Recurring basis | Level 1 | Cash
Assets
Cash 1,519,000 2,710,000
Recurring basis | Level 1 | Money market
Assets
Money Market Funds 23,994,000 9,593,000
Recurring basis | Level 2
Assets
Cash 3,005,000
Marketable securities 76,758,000
Recurring basis | Level 2 | Domestic corporate debt securities
Assets
Marketable securities 69,509,000
Recurring basis | Level 2 | Domestic corporate commercial paper
Assets
Money Market Funds 3,005,000
Marketable securities 7,249,000
Recurring basis | Level 3
Liabilities
Warrant liability 1,945,000
Stock liability 5,328,000
Total liabilities carried at fair value 7,273,000
Recurring basis | Estimated Fair Value
Assets
Cash 28,518,000
Marketable securities 76,758,000
Assets fair value 12,303,000
Liabilities
Warrant liability 1,945,000
Stock liability 5,328,000
Total liabilities carried at fair value 7,273,000
Recurring basis | Estimated Fair Value | Cash
Assets
Cash 1,519,000 2,710,000
Recurring basis | Estimated Fair Value | Money market
Assets
Money Market Funds 23,994,000 9,593,000
Recurring basis | Estimated Fair Value | Domestic corporate debt securities
Assets
Marketable securities 69,509,000
Recurring basis | Estimated Fair Value | Domestic corporate commercial paper
Assets
Money Market Funds 3,005,000
Marketable securities $ 7,249,000
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Fair Value Measurements (Details 2) (USD $)
In Thousands, unless otherwise specified
Dec. 31, 2013
Quantitative information about the Company's Level 3 fair value measurements
Warrant liability $ 1,945
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Fair Value Measurements (Details 3) (USD $)
In Thousands, unless otherwise specified
0 Months Ended 12 Months Ended
Jun. 11, 2014
Dec. 31, 2014
Roll-forward of the fair value of the assets, where fair value is determined by Level 3 inputs
Issuance of shares of Series A-6 - prepayment $ 1,220
Conversion of Amount Receivable in Shares of Series A6 Stock to Right to Receive Cash Payment 4,300 (1,220)
Roll-forward of the fair value of the liabilities, where fair value is determined by Level 3 inputs
Balance at the beginning of the period 7,273
Issuance of shares of Series A-6 (8,889)
Additions - accrued shares of Series A-6 2,717
Additions - warrants 1,511
Change in fair value 505
Warrants liability reclassified to equity $ (3,117)
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License Agreements (Details)
12 Months Ended 1 Months Ended 12 Months Ended
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Dec. 31, 2012
USD ($)
Jun. 30, 2006
Eisai
License Agreement
USD ($)
Dec. 31, 2014
Eisai
License Agreement
Dec. 31, 2014
Eisai
License Agreement
Minimum
USD ($)
Dec. 31, 2014
Eisai
License Agreement
Maximum
USD ($)
Dec. 31, 2014
Clinical Trial Services Agreement
Ipsen
USD ($)
Dec. 31, 2013
Clinical Trial Services Agreement
Ipsen
USD ($)
Dec. 31, 2012
Clinical Trial Services Agreement
Ipsen
USD ($)
Dec. 31, 2005
Clinical Trial Services Agreement
Ipsen
USD ($)
Dec. 31, 2014
Clinical Trial Services Agreement
Ipsen
Minimum
USD ($)
Dec. 31, 2014
Clinical Trial Services Agreement
Ipsen
Minimum
EUR (€)
Dec. 31, 2014
Clinical Trial Services Agreement
Ipsen
Maximum
USD ($)
Dec. 31, 2014
Clinical Trial Services Agreement
Ipsen
Maximum
EUR (€)
Dec. 31, 2014
Clinical Trial Services Agreement
Ipsen
Sublicense Agreement
Maximum
License Agreements
Nonrefundable, non-creditable payment $ 250,000
Additional payments to be made upon achievement of certain development and commercialization milestones 12,100,000 10,000,000 43,600,000 36,000,000
Royalty rate (as a percent) 5.00%
Period after the date of the first commercial sale of the product for license expiration 10 years 10 years 10 years 10 years
Amount recorded in research and development expense 45,719,000 60,536,000 54,961,000 500,000 200,000 700,000
Initial license fee paid 500,000
Payments to be made upon achievement of certain clinical and regulatory milestones $ 1,000,000 $ 20,000,000
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Research Agreements (Details)
0 Months Ended 12 Months Ended 12 Months Ended 1 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 12 Months Ended 0 Months Ended
Oct. 07, 2014
Jun. 11, 2014
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Dec. 31, 2012
USD ($)
Dec. 31, 2014
Series A-5 Convertible Preferred Stock
Dec. 31, 2013
Series A-5 Convertible Preferred Stock
Dec. 31, 2014
Series A-6 Convertible Preferred Stock
Dec. 31, 2013
Series A-6 Convertible Preferred Stock
Dec. 31, 2014
Clinical Trial Services Agreement
Abaloparatide-SC Phase 3 Clinical Study
Maximum
USD ($)
item
Dec. 31, 2014
Clinical Trial Services Agreement
Abaloparatide-SC Phase 3 Clinical Study
Maximum
EUR (€)
Mar. 31, 2014
Clinical Trial Services Agreement
Abaloparatide-SC Phase 3 Clinical Study
Nordic
USD ($)
item
Dec. 31, 2014
Clinical Trial Services Agreement
Abaloparatide-SC Phase 3 Clinical Study
Nordic
USD ($)
Feb. 28, 2013
Clinical Trial Services Agreement
Abaloparatide-TD Phase 2 Clinical Study
Nordic
Maximum
USD ($)
Feb. 28, 2013
Clinical Trial Services Agreement
Abaloparatide-TD Phase 2 Clinical Study
Nordic
Maximum
EUR (€)
Feb. 28, 2013
Clinical Trial Services Agreement
Abaloparatide-TD Phase 2 Clinical Study
Nordic
Series A-6 Convertible Preferred Stock
Maximum
USD ($)
Dec. 31, 2014
Clinical Trial Services Agreement
Abaloparatide-SC Phase 3 Extension Clinical Study
Nordic
USD ($)
Dec. 31, 2014
Clinical Trial Services Agreement
Pass-through costs
USD ($)
Dec. 31, 2013
Clinical Trial Services Agreement
Pass-through costs
USD ($)
Dec. 31, 2012
Clinical Trial Services Agreement
Pass-through costs
USD ($)
Dec. 31, 2014
Clinical Trial Services Agreement
Abaloparatide-SC Phase 3 Clinical Study
Per patient costs for enrolled patients
USD ($)
Dec. 31, 2013
Clinical Trial Services Agreement
Abaloparatide-SC Phase 3 Clinical Study
Per patient costs for enrolled patients
USD ($)
Dec. 31, 2012
Clinical Trial Services Agreement
Abaloparatide-SC Phase 3 Clinical Study
Per patient costs for enrolled patients
USD ($)
Dec. 31, 2014
Clinical Trial Services Agreement
Abaloparatide-TD Phase 2 Clinical Study
Per patient costs for enrolled patients
Dec. 31, 2014
Clinical Trial Services Agreement
Abaloparatide-SC Phase 3 Extension Clinical Study
Per patient costs for enrolled patients
USD ($)
Dec. 31, 2013
Clinical Trial Services Agreement
Abaloparatide-SC Phase 3 Extension Clinical Study
Per patient costs for enrolled patients
USD ($)
Dec. 31, 2014
Clinical Trial Services Agreement
Abaloparatide-SC Phase 3 Extension Clinical Study
Maximum
Per patient costs for enrolled patients
Dec. 31, 2014
Clinical Trial Services Agreement
Abaloparatide-SC Phase 3 Extension Clinical Study
Minimum
Per patient costs for enrolled patients
Feb. 28, 2013
Clinical Trial Services Agreement
Abaloparatide-SC Phase 3 Extension Clinical Study
Nordic
Maximum
USD ($)
Feb. 28, 2013
Clinical Trial Services Agreement
Abaloparatide-SC Phase 3 Extension Clinical Study
Nordic
Maximum
EUR (€)
Dec. 31, 2014
Clinical Trial Services Agreement
Work Statement NB-2
Abaloparatide-TD Phase 2 Clinical Study
Per patient costs for enrolled patients
USD ($)
Dec. 31, 2013
Clinical Trial Services Agreement
Work Statement NB-2
Abaloparatide-TD Phase 2 Clinical Study
Per patient costs for enrolled patients
USD ($)
Dec. 31, 2012
Clinical Trial Services Agreement
Work Statement NB-2
Abaloparatide-TD Phase 2 Clinical Study
Per patient costs for enrolled patients
USD ($)
Dec. 31, 2012
Clinical Trial Services Agreement
Work Statement NB-2
Abaloparatide-TD Phase 2 Clinical Study
Preperatory and other start-up costs
USD ($)
Dec. 31, 2014
Clinical Trial Services Agreement
NB-3 Amendment
Nordic
Series A-6 Convertible Preferred Stock
Maximum
USD ($)
Dec. 31, 2014
Clinical Trial Services Agreement
NB-3 Amendment
Nordic
Series A-6 Convertible Preferred Stock
Maximum
EUR (€)
Dec. 31, 2014
Clinical Trial Services Agreement
NB-3 Amendment
Abaloparatide-SC Phase 3 Extension Clinical Study
Nordic
Series A-6 Convertible Preferred Stock
Maximum
USD ($)
May 17, 2011
Clinical Trial Services Agreement
Stock Issuance Agreement
Nordic
Series A-5 Convertible Preferred Stock
Former Operating Company
Dec. 31, 2014
Clinical Trial Services Agreement
Stock Issuance Agreement
Nordic
Series A-6 Convertible Preferred Stock
USD ($)
item
Mar. 31, 2014
Clinical Trial Services Agreement
Stock Issuance Agreement
Nordic
Series A-6 Convertible Preferred Stock
Dec. 31, 2014
Clinical Trial Services Agreement
Stock Issuance Agreement
Nordic
Series A-6 Convertible Preferred Stock
Maximum
USD ($)
Dec. 31, 2014
Clinical Trial Services Agreement
Stock Issuance Agreement
Nordic
Series A-6 Convertible Preferred Stock
Maximum
EUR (€)
Dec. 31, 2013
Clinical Trial Services Agreement
Stock Issuance Agreement
Abaloparatide-TD Phase 2 Clinical Study
Nordic
Series A-6 Convertible Preferred Stock
Mar. 04, 2014
Clinical Trial Services Agreement
Letter of Intent
Abaloparatide-SC Phase 3 Extension Clinical Study
Nordic
Research Agreements
Final payments, number of euro-denominated installments 2 2
Final payments, number of U.S dollar-denominated installments 2 2
Amount of additional performance incentive payable to every specified patient $ 500,000
Number of patients to whom additional performance incentive is payable 50
Maximum aggregate amount of additional payments 5,000,000
Amount of euro-denominated payments required over the course of Clinical Trial 49,800,000 41,200,000 4,400,000 3,600,000 9,100,000 7,500,000
Amount of U.S. dollar-denominated payments required over the course of Clinical Trial 3,200,000 300,000 1,100,000
Period for which research and development expense is recognized 20 months 9 months 19 months 9 months
Research and development expense 45,719,000 60,536,000 54,961,000 1,300,000 3,900,000 6,000,000 8,200,000 31,600,000 30,800,000 9,600,000 4,500,000 0 4,100,000 1,400,000 900,000
Amount reflected in accrued expenses and other current liabilities resulting from services payable in cash 5,600,000 5,900,000
Aggregate value of quarterly stock dividends, payable in shares 2,900,000 9,100,000 7,500,000 44,500,000 36,800,000
Stock dividends declared 29
Number of shares issued 0 6,443 0 496,111 186,847 32,215
Payments owed to be changed from the right to receive stock to the right to receive cash payment, if an IPO occurs prior to May 31, 2014 4,300,000
Number of equal monthly installments for cash payments 10
Amount of equal monthly installments for cash payments 430,000
Initial term provided for standard-of-care treatment study 6
Additional term provided for standard-of-care treatment 18 months
Dividend declared (in shares) 186,847 32,215
Shares sold 2,750,000 6,500,000
Number of shares exchanged in the Merger 6,443
Aggregate U.S. dollar value of quarterly stock dividends, payable in shares $ 800,000
Number of shares due to the counter party 32,215
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Stock-Based Compensation (Details) (USD $)
12 Months Ended 10 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Nov. 06, 2011
Stock-based Compensation
Number of shares of common stock authorized for issuance 4,560,000
Number of shares available for grant 981,000
Weighted-average assumptions used in estimation of grant date fair values
Expected dividend yield (as a percent) 0.00%
Additional disclosures
Weighted-average grant-date fair value (in dollars per share) $ 8.26 $ 4.67 $ 5.38
Options to purchase common stock
Stock-based Compensation
Options outstanding (in shares) 3,220,000 1,667,000
Weighted-average assumptions used in estimation of grant date fair values
Expected term 6 years 22 days 6 years 3 months 6 years 3 months
Volatility (as a percent) 59.00% 62.00% 60.00%
Expected dividend yield (as a percent) 0.00% 0.00% 0.00%
Risk-free interest rates (as a percent) 2.06% 2.45% 1.10%
Summary of stock option activity - Shares
Options outstanding at the beginning of the period (in shares) 1,667,000
Granted (in shares) 2,785,000
Exercised (in shares) (49,000)
Forfeited (in shares) (1,182,000)
Expired (in shares) (1,000)
Options outstanding at the end of the period (in shares) 3,220,000 1,667,000
Options exercisable at the end of the period (in shares) 1,323,000
Options vested and expected to vest at the end of the period (in shares) 3,114,000
Summary of stock option activity - Weighted-Average Exercise Price (in dollars per share)
Options outstanding at the beginning of the period (in dollars per share) $ 7.05
Granted (in dollars per share) $ 15.2
Exercised (in dollars per share) $ 3.45
Forfeited (in dollars per share) $ 8.63
Expired (in dollars per share) $ 3.42
Options outstanding at the end of the period (in dollars per share) $ 13.58 $ 7.05
Options exercisable at the end of the period (in dollars per share) $ 9.98
Options vested and expected to vest at the end of the period (in dollars per share) $ 13.49
Weighted-Average Contractual Life (In Years)
Options outstanding at the end of the period 8 years 6 months 26 days
Options exercisable at the end of the period 7 years 3 months 7 days
Options vested and expected to vest at the end of the period 8 years 6 months 15 days
Aggregate Intrinsic Value
Options outstanding at the end of the period (in dollars) $ 81,584,000
Options exercisable at the end of the period (in dollars) 38,266,000
Options vested and expected to vest at the end of the period (in dollars) 79,158,000
Additional disclosures
Aggregate intrinsic value of options vested during the period $ 700,000 $ 20,000
Options to purchase common stock | Stock option / 2003 Incentive Plan
Stock-based Compensation
Number of shares of common stock authorized for issuance 884,000
Exercise period 10 years
Exercise period in case of stock options granted to stockholder owning in excess of 10% of the company's common stock 5 years
Award vesting period 4 years
Options to purchase common stock | Stock option / 2003 Incentive Plan | Minimum
Stock-based Compensation
Exercise price of options as percentage of fair value of common stock on the date of grant 100.00% 100.00%
Exercise price of options as percentage of fair value of common stock on the date of grant in case of options granted to stockholder owning in excess of 10% of Company's common stock 110.00% 110.00%
Percentage of ownership required in entity's common stock for specified exercise price 10.00%
Options to purchase common stock | Stock option / 2011 Incentive Plan
Stock-based Compensation
Number of shares of common stock authorized for issuance 3,676,000
Exercise period 10 years
Exercise period in case of stock options granted to stockholder owning in excess of 10% of the company's common stock 5 years
Award vesting period 4 years
Options to purchase common stock | Stock option / 2011 Incentive Plan | Minimum
Stock-based Compensation
Exercise price of options as percentage of fair value of common stock on the date of grant 100.00% 100.00%
Exercise price of options as percentage of fair value of common stock on the date of grant in case of options granted to stockholder owning in excess of 10% of Company's common stock 110.00% 110.00%
Percentage of ownership required in entity's common stock for specified exercise price 10.00% 10.00%
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Stock-Based Compensation (Details 2) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Summary of stock-based compensation expense
Share-based compensation expense included in operating expenses $ 7,070,000 $ 1,508,000 $ 1,795,000
Total unrecognized compensation expense 16,000,000
Weighted average period over which unrecognized compensation is expected to be recognized 3 years
Research and development
Summary of stock-based compensation expense
Share-based compensation expense included in operating expenses 1,953,000 302,000 338,000
General and administrative
Summary of stock-based compensation expense
Share-based compensation expense included in operating expenses $ 5,117,000 $ 1,206,000 $ 1,457,000
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Net Loss Per Share (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Numerator:
Net loss $ (17,962) $ (17,420) $ (12,609) $ (14,488) $ (12,531) $ (20,342) $ (19,512) $ (8,305) $ (62,479) $ (60,690) $ (69,128)
Accretion of Preferred Stock (9,000) (17,471) (13,992)
Loss attributable to common stockholders - basic (17,962) (17,420) (16,640) (19,457) (17,304) (25,090) (23,880) (11,887) (71,479) (78,161) (83,120)
Earnings (loss) attributable to common stockholders - diluted $ (71,479) $ (78,161) $ (83,120)
Denominator:
Weighted-average number of common shares used in (loss) earnings per share - diluted 17,699,487 383,310 368,261
Basic and diluted (in shares) 32,678,459 29,746,426 7,500,148 385,664 385,688 385,688 381,525 380,352 17,699,487 383,310 368,261
Basic and diluted (in dollars per share) $ (4.04) $ (203.91) $ (225.71)
(Loss) earnings per share - basic (in dollars per share)
(Loss) earnings per share - diluted (in dollars per share) $ (4.04) $ (203.91) $ (225.71)
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Net Loss Per Share (Details 2)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Convertible preferred stock
Net Loss Per Share
Potentially dilutive securities, prior to the use of the treasury stock method, excluded from the computation of diluted weighted-average shares outstanding, as they would be anti-dilutive 3,857,664 6,617,686 3,412,898
Options to purchase common stock
Net Loss Per Share
Potentially dilutive securities, prior to the use of the treasury stock method, excluded from the computation of diluted weighted-average shares outstanding, as they would be anti-dilutive 2,466,492 1,743,890 1,706,539
Warrants
Net Loss Per Share
Potentially dilutive securities, prior to the use of the treasury stock method, excluded from the computation of diluted weighted-average shares outstanding, as they would be anti-dilutive 1,271,520 545,797 15,000
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Income Taxes (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Federal
Income Taxes
Net operating loss carryforwards $ 319.7
State
Income Taxes
Net operating loss carryforwards $ 246.5
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Income Taxes (Details 2) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2014
Federal
Income Taxes
Tax credits $ 4.5
State
Income Taxes
Tax credits $ 0.5
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Income Taxes (Details 3) (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Reconciliation of income taxes computed using the U.S. federal statutory rate to that reflected in operations
Income tax benefit using U.S. federal statutory rate $ (21,243) $ (20,635) $ (23,504)
State income taxes, net of federal benefit (2,494) (2,255) (2,774)
Stock-based compensation 149 92 72
Research and development tax credits (499) (1,277) (55)
Change in the valuation allowance 23,186 27,194 25,175
Permanent items 910 (3,085) 709
Other (9) (34) 377
Income tax expense (benefit) 0
Current assets:
Accrued expenses 671 351
Deferred rent 9
Gross current deferred tax assets 671 360
Valuation allowance (671) (360)
Net current deferred tax assets 0
Non-current assets:
Net operating loss carryforwards 121,278 100,284
Capitalized research and development 356 662
Research and development credits 4,844 4,345
Depreciation and amortization (47) 110
Other 3,158 1,313
Gross non-current deferred tax assets 129,589 106,714
Valuation allowance (129,589) (106,714)
Net non-current deferred tax assets 0
Unrecognized tax benefits 0
Interest and penalties accrued $ 0
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Commitments and Contingencies (Details) (USD $)
12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Commitments and Contingencies
Monthly rentals payable for the subsequent 12 months $ 328,000
Monthly rentals payable for the subsequent 24 months 296,000
Monthly rentals payable for the subsequent 36 months 305,000
Monthly rentals payable for the subsequent 48 months 313,000
Monthly rentals payable for the subsequent 60 months 186,000
Total minimum lease payments 1,428,000
Rent expense $ 200,000 $ 200,000 $ 200,000
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Related Party Transactions (Details) (Consulting Agreement, USD $)
0 Months Ended
Oct. 02, 2013
Jul. 30, 2013
Jan. 23, 2014
Jul. 24, 2013
Dr. Jovan-Embiricos
Related party transactions
Aggregate consulting fees agreed to be paid in cash $ 160,000
Aggregate consulting fees paid 80,000 80,000
Orbit
Related party transactions
Aggregate consulting fees agreed to be paid in cash 400,000
Number of installments in which consulting fees is payable 4
Amount to be paid under each installment $ 100,000
Period after completion of agreement term during which restriction apply 1 year
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Selected Quarterly Financial Data (Details) (USD $)
3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2012
Statements of Operations and Comprehensive Loss
Net loss $ (17,962,000) $ (17,420,000) $ (12,609,000) $ (14,488,000) $ (12,531,000) $ (20,342,000) $ (19,512,000) $ (8,305,000) $ (62,479,000) $ (60,690,000) $ (69,128,000)
Net loss applicable to common stock (17,962,000) (17,420,000) (16,640,000) (19,457,000) (17,304,000) (25,090,000) (23,880,000) (11,887,000) (71,479,000) (78,161,000) (83,120,000)
Net loss per share - basic and diluted $ (0.55) $ (0.59) $ (2.22) $ (50.45) $ (44.87) $ (65.05) $ (62.59) $ (31.25)
Weighted-average common shares outstanding - basic and diluted 32,678,459 29,746,426 7,500,148 385,664 385,688 385,688 381,525 380,352 17,699,487 383,310 368,261
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Subsequent Events (Details) (USD $)
0 Months Ended 12 Months Ended 1 Months Ended 0 Months Ended
Oct. 07, 2014
Jun. 25, 2014
Jun. 11, 2014
Dec. 31, 2014
Jun. 30, 2006
Mar. 09, 2015
Jan. 28, 2015
Subsequent Events
Stock Issued During Period, Shares, New Issues 2,750,000 6,500,000
Proceeds from Issuance of Common Stock $ 46,900,000 $ 103,804,000
Proceeds from public offering and exercise of underwriters option 53,400,000 50,400,000
License Agreement | Eisai
Subsequent Events
Initial license fee paid 500,000
Common Stock
Subsequent Events
Stock Issued During Period, Shares, New Issues 10,141,268
Subsequent Event | License Agreement | Eisai
Subsequent Events
Initial license fee paid 400,000
Subsequent Event | Common Stock
Subsequent Events
Stock Issued During Period, Shares, New Issues net of underwriters options exercised 4,000,000
Shares Issued, Price Per Share $ 36.75
Stock Issued During Period, Shares, New Issues 4,600,000
Proceeds from Issuance of Common Stock 137,800,000
Proceeds from public offering and exercise of underwriters option $ 158,600,000
Subsequent Event | Common Stock | Underwriters
Subsequent Events
Stock Issued During Period, Shares, New Issues 600,000
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