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Stockholders' Equity | 12 Months Ended
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Dec. 31, 2018
Equity [Abstract] |
Stockholders' Equity |
14. | Stockholders’ Equity
At the Market Issuance Sales Agreement — On March 16, 2016, the Company signed a Capital on DemandTM Sales Agreement with JonesTrading Institutional Services LLC (“JonesTrading”). In accordance with the terms of the sales agreement, the Company was able to offer and sell shares of its common stock having a gross aggregate offering price up to $6.5 million, subject to certain limitations, from time to time in one or more public offerings of the Company’s common stock, with JonesTrading acting as agent, in transactions pursuant to a shelf registration statement that was declared effective by the SEC on April 28, 2016. The Company sold an aggregate of 479,681 shares of common stock in the open market at a weighted-average selling price of $13.55 per share, for net proceeds (net of commissions) of $6.3 million through December 31, 2017, of which $5.5 million were sold in the year ended December 31, 2017, in the Capital on Demand program. The Company charged approximately $0.2 million for JonesTrading commission against additional paid-in capital through December 31, 2017. As of December 31, 2017, the Company has no common stock available for sale under the program. April 2017 Underwritten Public Offering — On April 12, 2017, the Company issued and sold in a registered, underwritten public offering an aggregate of (i) 1,470,000 shares of common stock (including 540,000 shares of common stock sold pursuant to the exercise of the Underwriter’s overallotment option), (ii) 13,350 shares of Series A Preferred Stock, each convertible into 200 shares of common stock and (iii) warrants to purchase 2,070,000 shares of common stock at an exercise price of $5.50 per share (including 270,000 sold pursuant to the exercise of the Underwriter’s overallotment option). The net proceeds to the Company, after deducting the underwriting discounts and commissions and offering expenses payable by the Company were approximately $18.6 million. Series A Convertible Preferred Stock — In connection with the closing on April 12, 2017 of the public offering, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of the Series A Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware. The Certificate of Designation describes the rights, preferences and privileges of the shares of Series A Preferred Stock. With certain exceptions, the shares of Series A Preferred Stock rank on par with the shares of the Common Stock, in each case, as to dividend rights and distributions of assets upon liquidation, dissolution or winding up of the Company. Upon its issuance, the Series A Preferred Stock was not considered a liability or temporary equity and as such the Series A Preferred Stock was recorded in permanent equity on the Company’s balance sheet. During the years ended December 31, 2018 and 2017, 3,680 and 9,670 shares of the Company’s Series A Preferred Stock were converted into 736,000 and 1,934,000 shares of common stock of the Company. As of December 31, 2018, there were no shares of Series A Preferred Stock issued and outstanding. Beneficial Conversion Feature Series A Preferred Stock (deemed dividend) — Each share of Series A Preferred Stock was convertible into 200 shares of common stock, at any time, at the option of the holder. The net proceeds to the Company of $18.6 million were allocated to the common stock, Preferred A Stock and warrants (see below) based on a relative fair value basis. This resulted in $10.1 million being allocated to the Preferred A Stock and resulted in an effective conversion price of $3.80 per share. On April 12, 2017, the date of issuance of the Series A Preferred Stock, the publicly traded common stock price was $5.28 per share. Based on the guidance in ASC 470-20-20, the Company determined that a beneficial conversion feature exists, as the effective conversion price for the shares of Series A Preferred Stock at issuance was less than the fair value of the common stock into which the shares of Series A Preferred Stock are convertible. The beneficial conversion feature calculated based on the intrinsic value as of the date of issuance was approximately $4.0 million. This amount was then accreted as a deemed dividend, which is a non-cash transaction. As the conversion rights were 100% effective at the time of issuance, the deemed dividend was immediately charged to accumulated deficit. Warrants — In connection with the closing on April 12, 2017 of the public offering and the overallotment option, the Company issued warrants to purchase 2,070,000 shares of common stock at an exercise price of $5.50 per share. Upon their issuance, the common stock warrants were determined to be equity instruments under ASC 480 and ASC 815-40. The net proceeds allocated to the warrants based on a relative fair value basis resulted in $5.0 million being allocated to the warrants. As of December 31, 2018, the Company has no warrants outstanding associated with this offering. The following is a summary of warrant activity for the year ended December 31, 2018 and 2017:
|  | Number of Shares |  |  |  |  |
|  | Underlying Warrants |  |  | Exercise Price |
Outstanding — December 31, 2016 |  |  | 12,039 |  |  | $ | 145.11 |
Issued |  |  | 2,070,000 |  |  | $ | 5.50 |
Exercised |  |  | (330,331 | ) |  | $ | 5.50 |
Outstanding — December 31, 2017 |  |  | 1,751,708 |  |  |  |  |
Issued |  |  | — |  |  |  |  |
Exercised |  |  | (1,735,419 | ) |  | $ | 5.50 |
Forfeited/Cancelled (1) |  |  | (6,095 | ) |  | $ | 5.50 |
Outstanding — December 31, 2018 |  |  | 10,194 |  |  | $ | 155.73 |
(1) | In April 2018, 4,250 warrants were forfeited. In November 2018, 1,845 warrants were cancelled by Healthcare Ventures VIII.
December 2017 Underwritten Public Offering — On December 20, 2017, the Company entered into an underwriting agreement with JonesTrading, in connection with a registered firm commitment underwritten public offering of 1,105,263 shares of the Company’s common stock, pursuant to a shelf registration statement that was declared effective by the SEC on April 28, 2016. On December 22, 2017 the Company sold an aggregate of 1,105,263 shares of common stock at a price to the public of at $9.50 per share. The net proceeds to the Company, after deducting the underwriting discounts and commissions and offering expenses payable by the Company were approximately $9.7 million. February 2018 Underwritten Public Offering — On February 13, 2018, the Company entered into an underwriting agreement with JonesTrading, in connection with a registered firm commitment underwritten public offering of 2,941,176 shares of common stock, pursuant to a shelf registration statement that was declared effective by the SEC on February 6, 2018. On February 15, 2018 the Company sold 3,382,352 shares of common stock (including 441,176 shares of common stock sold pursuant to the exercise of the underwriters’ overallotment option) at a price to the public of $34.00 per share. The net proceeds to the Company, after deducting the underwriting discounts and commissions and offering expenses payable by the Company were approximately $106.8 million.

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- Definition The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 + Details
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