Document and Entity Information
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Jun. 30, 2015
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Aug. 10, 2015
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Document and Entity Information | ||
Entity Registrant Name | Bellerophon Therapeutics, Inc. | |
Entity Central Index Key | 0001600132 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 12,911,905 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q2 |
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The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD. No definition available.
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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument. No definition available.
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Indicate "Yes" or "No" whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, (4) Smaller Reporting Company (Non-accelerated) or (5) Smaller Reporting Accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. No definition available.
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Carrying value as of the balance sheet date of current obligations incurred and payable to vendors for goods and services attributable to the entity's research and development activities. No definition available.
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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
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Jun. 30, 2015
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Dec. 31, 2014
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Common stock, par value (in dollars per share) | $ 0.01 | |
Common stock, shares authorized (in shares) | 94,273,819 | |
Common stock, shares issued (in shares) | 12,911,905 | |
Common stock, shares outstanding (in shares) | 12,911,905 | |
Membership units, par value (in dollars per share) | $ 0 | |
Voting
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Membership units, units authorized (in shares) | 94,273,819 | |
Membership units, units issued (in shares) | 7,524,196 | |
Membership units, units outstanding (in shares) | 7,524,196 | |
Non-voting
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Membership units, units authorized (in shares) | 19,416,481 | |
Membership units, units issued (in shares) | 381,129 | |
Membership units, units outstanding (in shares) | 381,129 |
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Condensed Consolidated Statements of Operations and Comprehensive Loss (USD $)
In Thousands, except Share data, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2015
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Jun. 30, 2014
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Jun. 30, 2015
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Jun. 30, 2014
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Operating expenses: | ||||
Research and development | $ 8,426 | $ 12,769 | $ 17,946 | $ 24,809 |
General and administrative | 3,435 | 4,194 | 8,008 | 6,664 |
Total operating expenses | 11,861 | 16,963 | 25,954 | 31,473 |
Other operating income | 251 | 1,417 | ||
Loss from operations | (11,610) | (16,963) | (24,537) | (31,473) |
Interest income | 27 | 48 | 46 | 48 |
Pre-tax loss | (11,583) | (16,915) | (24,491) | (31,425) |
Net loss | $ (11,583) | $ (16,915) | $ (24,491) | $ (31,425) |
Weighted average shares/units outstanding: | ||||
Basic and diluted | 12,910,975 | 7,898,301 | 11,554,593 | 7,898,640 |
Net loss per share/unit: | ||||
Basic and diluted | $ (0.90) | $ (2.14) | $ (2.12) | $ (3.98) |
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Condensed Consolidated Statements of Changes in Stockholders'/Members Equity (Parenthetical) (USD $)
In Thousands, except Per Share data, unless otherwise specified |
6 Months Ended | |
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Jun. 30, 2015
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Feb. 19, 2015
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Condensed Consolidated Statements of Changes in Members' Equity and Invested Equity (Deficit) | ||
Share price of initial public offering (in dollars per share) | $ 12.00 | |
Underwriting discounts and commissions and offering expenses | $ 8,085 |
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Cash contributions from former parent to fund the entity's operations. No definition available.
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The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received, the amount due for research and development activities incurred but not paid, and other current operating liabilities not separately disclosed in the statement of cash flows. No definition available.
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Organization, Nature of the Business and Management's Plans Regarding Financing of Future Operations
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Jun. 30, 2015
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Organization, Nature of the Business and Management's Plans Regarding Financing of Future Operations |
(1) Organization, Nature of the Business and Management’s Plans Regarding Financing of Future Operations
Bellerophon Therapeutics, Inc., or the Company, is a clinical-stage therapeutics company focused on developing innovative products at the intersection of drugs and devices that address significant unmet medical needs in the treatment of cardiopulmonary and cardiac diseases. The Company has two programs in advanced clinical development. The first program, INOpulse, is based on the Company’s proprietary pulsatile nitric oxide delivery device. The Company is currently developing two product candidates under its INOpulse program: one for the treatment of pulmonary arterial hypertension, or PAH, for which the Company intends to commence Phase 3 clinical trials in the second half of 2015, and the other for the treatment of pulmonary hypertension associated with chronic obstructive pulmonary disease, or PH-COPD, which is in Phase 2 development. The Company plans to present detailed results from the Preservation 1 trial for its Bioabsorbable Cardiac Matrix (BCM) program, for which top line results were announced on July 27, 2015, at the European Society of Cardiology meeting in London on September 1, 2015, The Company does not intend to proceed with further clinical development of BCM until and unless the Company can determine an alternative path forward. This may involve a different patient group or a combination treatment with cell therapies.
The Company’s business is subject to significant risks and uncertainties, including but not limited to:
The Company was formerly the research and development operating segment of Ikaria, Inc. (a subsidiary of Mallinckrodt plc), or Ikaria. During the third quarter of 2013 in conjunction with Ikaria’s financing activities, Ikaria began reporting financial information for two operating segments: its research and development business and its commercial business. During the fourth quarter of 2013, Ikaria completed an internal reorganization of the assets and subsidiaries of its two operating segments. In connection with the internal reorganization, Ikaria formed the Company as a new wholly-owned subsidiary and transferred the research and development-related assets related to INOpulse for PAH and INOpulse for PH-COPD to the Company and/or its subsidiaries.
On December 24, 2013, Ikaria and Madison Dearborn Partners, or MDP, entered into an agreement and plan of merger, under which MDP would acquire a majority ownership position in Ikaria and existing shareholders retained a minority ownership position in Ikaria through certain merger transactions, or the Merger.
On February 12, 2014, prior to the Merger, Ikaria distributed all of the Company’s outstanding units to Ikaria’s stockholders in a pro rata distribution through a special dividend, which is referred to as the Spin-Out.
In the Spin-Out, each holder of Ikaria common stock received one voting limited liability company interest in the Company for each share of Ikaria common stock held.
In connection with the Spin-Out, $80.0 million of cash was distributed to the Company. At the time of the Spin-Out, $18.5 million of the $80.0 million cash held by the Company was deposited in escrow to guarantee payment of the monthly services fees payable by the Company to Ikaria in exchange for the services to be provided by Ikaria pursuant to the Company’s transition services agreement with Ikaria, or the TSA, during the 24 months following the Spin-Out. At June 30, 2015, the escrowed cash balance was approximately $6.2 million and is classified as restricted cash, all of which is reflected as current, on the condensed consolidated balance sheet at June 30, 2015. See Note 7— Related-Party Transactions. On July 9, 2015, the Company entered into an amendment to the TSA advancing the termination date from February 9, 2016 to September 30, 2015. Pursuant to this amendment, within five business days after September 30, 2015, the Company will receive from escrow $3.3 million, which is equal to the amount it deposited to pay amounts owed to Ikaria under the TSA for the period from October 1, 2015 to February 9, 2016. See Note 12 — Subsequent Events.
On February 19, 2015, the Company completed the sale of 5,000,000 shares of common stock, or the IPO, at a price to the public of $12.00 per share, resulting in net proceeds to the Company of $51.9 million after deducting underwriting discounts and commissions of $4.2 million and offering costs of $3.9 million. The Company’s common stock began trading on the NASDAQ Global Market under the symbol “BLPH” on February 13, 2015.
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Summary of Significant Accounting Policies
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6 Months Ended |
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Jun. 30, 2015
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Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies |
(2) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying unaudited condensed consolidated financial statements were prepared following the requirements of the Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by accounting principles generally accepted in the United States of America, or U.S. GAAP, can be condensed or omitted.
The Company is responsible for the unaudited condensed consolidated financial statements. The condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s financial position, results of operations, comprehensive loss and its cash flows for the periods presented. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The results of operations for the three and six months ended June 30, 2015 for the Company are not necessarily indicative of the results expected for the full year.
On February 2, 2015, the Company effected a reverse unit split of its outstanding units at a ratio of one unit for every 12.5257 units previously held. All unit/share and per unit/per share data included in these condensed consolidated financial statements reflect the reverse unit split.
In February 2015, the Company converted from a limited liability company to a C-corporation.
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of costs and expenses during the reporting period, including accrued research and development expenses, stock-based compensation, income taxes and valuation of long-lived assets. Actual results could differ from those estimates.
For periods prior to the Spin-Out, the financial statements were carved out of the consolidated financial statements of Ikaria. Management believes that the statements of operations for the six months ended June 30, 2014 (which include a period of forty-two days prior to the Spin-Out) include reasonable allocations of costs and expenses incurred by Ikaria which benefited the Company. However, such amounts may not be indicative of the actual level of costs and expenses that would have been incurred by the Company if it had operated as an independent stand-alone company or of the costs and expenses expected to be incurred in the future. As such, the financial information for the six months ended June 30, 2014 may not necessarily reflect the results of operations and cash flows of the Company had it been an independent stand-alone company for the period, or the results of operations and cash flows expected in the future.
(b) Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity date of three months or less to be cash equivalents.
(c) Restricted Cash
Restricted cash represents amounts held on deposit with a bank in relation to the TSA. The funds are held in an account to settle the required payment to Ikaria for services to be provided in connection with the TSA. The required payments to be paid in excess of one year from the balance sheet date are classified as long-term restricted cash. See Note 7— Related-Party Transactions.
(d) Stock-Based Compensation
The Company accounts for its stock-based compensation in accordance with Accounting Standards Codification, or ASC, 718 Compensation— Stock Compensation, which establishes accounting for share-based awards, including stock options and restricted stock, exchanged for services and requires companies to expense the estimated fair value of these awards over the requisite service period. The Company recognizes stock-based compensation expense in operations based on the fair value of the award on the date of the grant. The resulting compensation expense is recognized on a straight-line basis over the requisite service period or sooner if the awards immediately vest. The Company determines the fair value of stock options issued using a Black-Scholes-Merton option pricing model. Certain assumptions used in the model include expected volatility, dividend yield, risk-free interest rate, and expected term. See Note 6 — Stock-Based Compensation for a description of these assumptions.
Prior to the date of the Spin-Out, stock-based compensation expense for the Company represented an allocation of Ikaria’s stock-based compensation expense based on the allocation percentages of the Company’s cost centers, which were determined based on specific identification or the proportionate percentage of employee time or headcount to the respective total Ikaria employee time or headcount.
(e) Deferred Transaction Costs
Deferred transaction costs are IPO related costs primarily associated with third-party professional legal, accounting and printing fees associated with the initial public offering of the Company’s shares. These IPO related costs are deferred and charged against the gross proceeds of the offering when the public offering of equity securities is complete as a reduction of additional paid-in capital. As of June 30, 2015, the Company charged all deferred transaction costs against the gross proceeds of the offering.
(f) Income Taxes
Prior to its conversion to a Delaware corporation in February 2015, the Company was a Delaware limited liability company that passed through income and losses to its members for U.S. federal and state income tax purposes. As a result of its conversion to a Delaware corporation, the Company recognized deferred income taxes through income tax expense related to temporary differences that existed as of the date of its tax status change. The Company uses the asset and liability approach to account for income taxes as required by ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized, on a more likely than not basis. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution.
As of the date of the conversion to a taxable corporation, the Company recognized approximately $17.9 million of deferred tax assets which consisted principally of excess tax-over-book basis in intangible assets and property, plant and equipment and certain accruals that were transferred from the limited liability company to the corporation. The Company also recognized a full valuation allowance since it has a cumulative loss position and no positive evidence of taxable income to support recovery of its deferred tax assets. The Company incurred transaction costs of approximately $8.1 million in connection with the IPO which were recorded as a reduction of equity. These costs are nondeductible until and if the Company liquidates or terminates, which is not expected in the foreseeable future. Therefore, the Company did not recognize a deferred tax asset for such costs.
The Company’s estimated tax rate for 2015 is expected to be zero because the Company expects to generate additional losses and currently has a full valuation allowance. The deferred tax assets balance before valuation allowance as of June 30, 2015 was approximately $27.3 million. The increase in deferred tax assets after the corporate conversion is principally due to the year-to-date loss, adjusted for nondeductible items including stock compensation expense related to the Company’s equity incentive plan, the nondeductible portion of the orphan drug costs, and the orphan drug credits. The valuation allowance is required until the Company has sufficient positive evidence of taxable income necessary to support realization of its deferred tax assets. A valuation allowance release is generally recognized in income tax expense (as a benefit). The Company did not have material uncertain tax positions as of June 30, 2015.
(g) Short-term Investments
The Company’s short-term investments consist of federally insured certificates of deposit classified as available-for-sale and are valued at amortized cost, which approximates fair value.
(h) Research and Development Expense
Research and development costs are expensed as incurred. These expenses include the costs of the Company’s proprietary research and development efforts, as well as costs incurred in connection with certain licensing arrangements. Upfront and milestone payments made to third parties in connection with research and development collaborations are expensed as incurred up to the point of regulatory approval. Payments made to third parties upon or subsequent to regulatory approval are capitalized and amortized over the remaining useful life of the related product. The Company also expenses the cost of purchased technology and equipment in the period of purchase if it believes that the technology or equipment has not demonstrated technological feasibility and it does not have an alternative future use. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and are recognized as research and development expense as the related goods are delivered or the related services are performed.
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Liquidity
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Jun. 30, 2015
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Liquidity | |
Liquidity |
(3) Liquidity
In the course of its development activities, the Company has sustained operating losses and expects such losses to continue over the next several years.
The Company had cash and cash equivalents of $48.5 million, restricted cash of $6.2 million, and short-term investments of $4.2 million as of June 30, 2015. The Company received net proceeds of $51.9 million in February 2015 as a result of the IPO, after deducting underwriting discounts and commissions of $4.2 million and offering costs of $3.9 million. The Company’s cash and short-term investments will be used primarily to fund the first of two INOpulse for PAH Phase 3 trials, in which the Company expects to enroll the first patient by the end of 2015. The Company expects these funds will be sufficient to complete this Phase 3 trial and is working on a detailed restructuring plan to that end. The Company believes, as of June 30, 2015, it has sufficient funds to satisfy its operating cash needs for at least the next 12 months.
The Company’s ultimate success depends on the outcome of its research and development activities. Management recognizes the Company will need to raise additional capital through the potential issuance of additional equity or borrowings or entering into strategic alliances with partner companies to fund all necessary research and development activities to successfully commercialize its product candidates. However, if such financing is not available at adequate levels or strategic alliances with partner companies do not occur, the Company will need to reevaluate its plans.
The Company’s estimates and assumptions may prove to be wrong, and the Company may exhaust its capital resources sooner than expected. The process of testing product candidates in clinical trials is costly, and the timing of progress in clinical trials is uncertain. Because the Company’s product candidates are in clinical development and the outcome of these efforts is uncertain, the Company cannot estimate the actual amounts that will be necessary to successfully complete the development and commercialization, if approved, of its product candidates or whether, or when, the Company may achieve profitability.
The Company held short-term investments in federally insured certificates of deposit of $4.2 million with maturities of three months or less as of June 30, 2015.
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Property, Plant and Equipment |
(4) Property, Plant and Equipment
At the date of the Spin-Out, Ikaria transferred specifically identified assets to the Company at the carrying amount of the assets as of February 12, 2014. Prior to the date of the Spin-Out, property, plant and equipment and accumulated depreciation were either specifically identified or allocated to the Company by Ikaria. Property, plant and equipment as of June 30, 2015 and December 31, 2014 consisted of the following (in thousands):
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Income Taxes
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Jun. 30, 2015
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Income Taxes | |
Income Taxes |
(5) Income Taxes
The effective tax rate for each of the three and six months ended June 30, 2015 and 2014 was 0.0%. For the three and six months ended June 30, 2015, the effective rate was lower than the federal statutory rates primarily due to the losses incurred and the full valuation allowance on deferred tax assets. For the three and six months ended June 30, 2014, the effective rate was lower than the federal statutory rates because the Company was a limited liability company and a pass through entity for tax purposes.
As of June 30, 2015, there were no material uncertain tax positions. There are no tax positions for which a material change in any unrecognized tax benefit liability is reasonably possible in the next twelve months.
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Stock-Based Compensation |
(6) Stock-Based Compensation
Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of the Company’s units (prior to the IPO date) and for options, the expected term of the option and expected volatility. The Company uses the Black-Scholes-Merton option pricing model to value its stock option awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. The expected term of stock options is estimated using the “simplified method,” as the Company has no historical information to develop reasonable expectations about future exercise patterns and post- vesting employment termination behavior for its stock options grants. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of option grants due to its limited history as a public company. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected term of the option. The estimation of the number of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts will be recorded as an adjustment in the period in which estimates are revised.
Bellerophon 2015 and 2014 Equity Incentive Plans
During the six months ended June 30, 2015, the Company adopted the 2015 Equity Incentive Plan, or the 2015 Plan, which provides for the grant of options and other forms of equity compensation. As of June 30, 2015, the Company is authorized to issue options under the 2015 Plan in an amount up to an aggregate of 500,162 shares to eligible employees, directors and consultants.
Compensation expense is measured based on the fair value of the option on the grant date and is recognized on a straight-line basis over the requisite service period, or sooner if vesting occurs sooner than on a straight-line basis. Options are forfeited if the employee ceases to be employed by the Company prior to vesting.
During the year ended December 31, 2014, the Company adopted the 2014 Equity Incentive Plan, or the 2014 Plan, which provides for the grant of options. Following the effectiveness of the Company’s registration statement filed in connection with its initial public offering, no options may be granted under the 2014 Plan. The awards granted under the 2014 Plan generally have a vesting period of four years, of which 25% of the awards vest on the second anniversary of grant date, 25% vest on the third anniversary and the remaining 50% vest on the fourth anniversary of the grant date.
The weighted average grant-date fair value of options issued during the six months ended June 30, 2015 and 2014 was $7.25 and $9.98, respectively. The following are the weighted average assumptions used in estimating the fair value of options issued during the six months ended June 30, 2015 and 2014.
A summary of option activity under the 2015 and 2014 Plans for the six months ended June 30, 2015 is presented below:
As of June 30, 2015, there was approximately $4.7 million of total unrecognized compensation expense related to non-vested stock options. This expense is expected to be recognized over a weighted-average period of 3.0 years.
No tax benefit was recognized during the six months ended June 30, 2015 related to stock-based compensation expense since the Company incurred operating losses and has established a full valuation allowance to offset all the potential tax benefits associated with its deferred tax assets.
Ikaria Equity Incentive Plans prior to February 12, 2014
In February 2014, prior to the Spin-Out, each Ikaria stock option, other than options held by non-accredited investors who were also not employees of Ikaria, was adjusted such that it became an option to acquire the same number of shares of Ikaria non-voting common stock as were subject to the Ikaria stock option, or an Adjusted Ikaria Option, and an option to acquire the same number of non-voting limited liability company units of the Company as the number of shares of Ikaria non-voting common stock that were subject to the Ikaria stock option, or a Bellerophon Option. There were 618,212 Bellerophon Options issued as a result of the adjustment of Ikaria stock options. The vesting of each Adjusted Ikaria Option and Bellerophon Option was fully accelerated on the date of the Spin-Out and all related compensation expense was recognized as an expense by Ikaria.
Prior to and in connection with the Spin-Out, the exercise price of each Adjusted Ikaria Option and Bellerophon Option was adjusted by allocating the relative post Spin-Out estimated fair values of Ikaria and the Company in a ratio of 85% and 15%, respectively, to the original Ikaria option exercise price. The expiration date of the options was not modified. The Company’s allocable portion of Ikaria’s stock-based compensation expense related to options for the period from January 1, 2014 through February 11, 2014 was approximately $0.1 million.
A summary of option activity under the assumed Ikaria 2007 stock option plan and the assumed Ikaria 2010 long term incentive plan for the six months ended June 30, 2015 is presented below:
The intrinsic value of options exercised during the six months ended June 30, 2015 was deminimis. The intrinsic value of options outstanding, vested and exercisable as of June 30, 2015 was $0.9 million.
Restricted Stock Units
In February 2014, prior to the Spin-Out, each Ikaria restricted stock unit, or RSU, was adjusted such that it became an RSU with respect to the same number of shares of Ikaria non-voting common stock as were subject to the Ikaria RSU, or an Adjusted Ikaria RSU, and an RSU with respect to the same number of non-voting limited liability company units of the Company as were subject to the Ikaria RSU, or a Bellerophon RSU. In connection with the Merger and the Spin-Out, the vesting of each Adjusted Ikaria RSU and Bellerophon RSU was fully accelerated. The compensation expense incurred upon the acceleration of the RSUs was recognized by Ikaria. Fully vested Bellerophon RSUs of 372,947 became Bellerophon non-voting units as of the date of the Spin-Out.
Ikaria had granted RSUs to employees that generally vested over a four-year period. RSUs granted prior to January 1, 2011 vested 25% annually. RSUs granted on and after January 1, 2011 vested 25% on the second and third anniversary of the date of grant and 50% on the fourth anniversary of the date of grant. Shares of Ikaria non-voting common stock were delivered to the employee upon vesting, subject to payment of applicable withholding taxes, which were paid in cash or an equivalent amount of shares withheld. Compensation expense for all RSUs was based on the grant date fair value of the RSU issued, which was based on the fair value of common stock of Ikaria. Compensation expense for RSUs was recognized by Ikaria on a straight-line basis over the requisite service period. The RSU expense allocated from Ikaria totaled $0.2 million for the period from January 1, 2014 through February 11, 2014.
Stock-Based Compensation Expense, Net of Estimated Forfeitures
The following table summarizes the stock-based compensation expense by the unaudited condensed consolidated statement of operations and comprehensive loss line item for the three and six months ended June 30, 2015 and 2014. For comparison purposes, the following disclosures include share-based compensation expenses recognized under the 2015 Plan and the 2014 Plan and expenses for dates prior to the Spin-Out that were allocated to the Company related to Ikaria share-based awards.
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No authoritative reference available. No definition available.
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Related-Party Transactions
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6 Months Ended |
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Jun. 30, 2015
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Related-Party Transactions | |
Related-Party Transactions |
(7) Related-Party Transactions
Separation and Distribution Agreement
In connection with the Spin-Out, in February 2014, the Company and Ikaria entered into a separation and distribution agreement which sets forth provisions relating to the separation of the Company’s business from Ikaria’s other businesses. The separation and distribution agreement described the assets and liabilities that remained with or were transferred to the Company and those that remained with or were transferred to Ikaria. The separation and distribution agreement provides for a full and complete release and discharge of all liabilities between Ikaria and the Company, except as expressly set forth in the agreement. The Company and Ikaria each agreed to indemnify, defend and hold harmless the other party and its subsidiaries, and each of their respective past and present directors, officers and employees, and each of their respective permitted successors and assigns, from any and all damages relating to, arising out of or resulting from, among other things, the Company’s business and certain additional specified liabilities or Ikaria’s business and certain additional specified liabilities, as applicable.
License Agreement
In February 2014 the Company entered into a cross-license, technology transfer and regulatory matters agreement with a subsidiary of Ikaria. Pursuant to the terms of the license agreement, Ikaria granted to the Company a fully paid-up, non-royalty-bearing, exclusive license under specified intellectual property rights controlled by Ikaria to engage in the development, manufacture and commercialization of nitric oxide, devices to deliver nitric oxide and related services for or in connection with out-patient, chronic treatment of patients who have PAH, PH-COPD or idiopathic pulmonary fibrosis, or PH-IPF. Pursuant to the terms of the license agreement, the Company granted Ikaria a fully paid-up, non-royalty-bearing, exclusive license under specified intellectual property rights that the Company controls to engage in the development, manufacture and commercialization of products and services for or used in connection with the diagnosis, prevention or treatment, whether in- or out-patient, of certain conditions and diseases other than PAH, PH-COPD or PH-IPF and for the use of nitric oxide to treat or prevent conditions that are primarily managed in the hospital. The Company agreed that, during the term of the license agreement, it will not, without the prior written consent of Ikaria, grant a sublicense under any of the intellectual property licensed to the Company under the license agreement to any of its affiliates or any third party, in either case, that directly or indirectly competes with Ikaria’s nitric oxide business.
On July 27, 2015, the Company entered into an amendment to the license agreement to expand the scope of the Company’s license to allow the Company to develop its INOpulse program for the treatment of three additional indications: chronic thromboembolic pulmonary hypertension, or CTEPH, pulmonary hypertension associated with sarcoidosis and pulmonary hypertension associated with pulmonary edema from high altitude sickness. Subject to the terms set forth therein, the amendment to the license agreement also provides that the Company will pay Ikaria a royalty equal to 5% of net sales of any commercialized products for the three additional indications. See Note 12 — Subsequent Events.
Agreements Not to Compete
In September 2013, October 2013 and February 2014, the Company and each of its subsidiaries entered into an agreement not to compete with a subsidiary of Ikaria, or, collectively, the agreements not to compete. Pursuant to the agreements not to compete, the Company and each of its subsidiaries agreed not to engage, anywhere in the world, in any manner, directly or indirectly, until the earlier of five years after the effective date of such agreement not to compete or the date on which Ikaria and all of its subsidiaries are no longer engaged in such business, in:
(1)the development, manufacture, commercialization, promotion, sale, import, export, servicing, repair, training, storage, distribution, transportation, licensing, or other handling or disposition of any product or service (including, without limitation, any product or service that utilizes, contains or includes nitric oxide for inhalation, a device intended to deliver nitric oxide or a service that delivers or supports the delivery of nitric oxide), bundled or unbundled, for or used in connection with (a) the diagnosis, prevention, or treatment, in both adult and/or pediatric populations, and whether in- or out-patient, of:
(i) hypoxic respiratory failure associated with pulmonary hypertension, (ii) pulmonary hypertensive episodes and right heart failure associated with cardiovascular surgery, (iii) bronchopulmonary dysplasia, (iv) the management of ventilation—perfusion mismatch in acute lung injury, (v) the management of ventilation—perfusion mismatch in acute respiratory distress syndrome, (vi) the management of pulmonary hypertension episodes and right heart failure in congestive heart failure, (vii) pulmonary edema from high altitude sickness, (viii) the management of pulmonary hypertension episodes and right heart failure in pulmonary or cardiac surgery, (ix) the management of pulmonary hypertension episodes and right heart failure in organ transplant, (x) sickle cell vaso-occlusive crisis, (xi) hypoxia associated with pneumonia, or (xii) ischemia-reperfusion injury, or (b) the use of nitric oxide to treat or prevent conditions that are primarily managed in the hospital; or
(2)any and all development, manufacture, commercialization, promotion, sale, import, export, storage, distribution, transportation, licensing, or other handling or disposition of any terlipressin or any other product within the pressin family, (a) intended to treat (i) hepatorenal syndrome in any form (HRS), (ii) bleeding esophageal varices or (iii) septic shock, or (b) for or in connection with the management of low blood pressure.
On July 27, 2015, in connection with entering into the amendment to the license agreement, as discussed above, the Company and each of its subsidiaries entered into amendments to the agreements not to compete to extend the term of the non-compete periods until five years after the effective date of the amendments to the agreements not to compete. See Note 12 — Subsequent Events.
Transition Services Agreement
In February 2014, the Company and Ikaria entered into the TSA, pursuant to which Ikaria agreed to use commercially reasonable efforts to provide certain transition services to the Company for an original twenty-four month term, which services include management/executive, human resources, real estate, information technology, accounting, financial planning and analysis, legal, quality and regulatory support. Ikaria also has agreed to use reasonable efforts to provide the Company with the use of office space at Ikaria’s headquarters in Hampton, New Jersey pursuant to the terms of the TSA. In exchange for the services, beginning in February 2014, the Company is obligated to pay Ikaria monthly services fees in the amount of $772,000 plus out of pocket expenses and certain other expenses. At the time of the Spin-Out, the Company deposited the sum of $18.5 million, representing the aggregate of the $772,000 monthly service fees payable by the Company under the TSA, in escrow to guarantee payment of the monthly services fees by the Company. The escrowed cash is classified as restricted cash as of June 30, 2015. The Company recorded expenses of $2.3 million and $4.6 million for the three and six months periods ended June 30, 2015, respectively, in connection with the TSA. The Company recorded expenses of $2.3 million and $3.6 million for the three and six months periods ended June 30, 2014, respectively, in connection with the TSA. At June 30, 2015, the Company had accrued expenses due to Ikaria of $0.5 million in connection with the TSA.
On July 9, 2015, the Company entered into an amendment to the TSA advancing the termination date from February 9, 2016 to September 30, 2015. Pursuant to this amendment, within five business days after September 30, 2015, the Company will receive from escrow $3.3 million, which is equal to the amount it deposited to pay amounts owed to Ikaria under the TSA for the period from October 1, 2015 to February 9, 2016. See Note 12 — Subsequent Events.
Effective as of January 1, 2015, the Company entered into a services agreement with Ikaria, or the 2015 Services Agreement, pursuant to which the Company has agreed to use commercially reasonable efforts to provide certain services to Ikaria, including services related to regulatory matters, drug and device safety, clinical operations, biometrics and scientific affairs. In connection with the execution of the 2015 Services Agreement, Ikaria paid the Company a one-time service fee in the amount of $916,666 and will be obligated to pay the Company a service fee in the amount of $83,333 per month for an original term of 13 months, subject to performance of the services. During the three and six months ended June 30, 2015, the Company recorded $0.3 million and $1.4 million, respectively, of service fees related to the 2015 Services Agreement reflected in Other operating income on the accompanying unaudited condensed consolidated statement of operations and comprehensive loss. In addition, pursuant to the 2015 Services Agreement, Ikaria has agreed to use commercially reasonable efforts to provide services to the Company, including information technology and servicing and upgrades of devices, for which the Company will pay approximately $0.2 million, subject to termination of the 2015 Services Agreement. During the six months ended June 30, 2015, the Company recorded $0.1 million, respectively, of operating expenses related to the 2015 Services Agreement reflected in general and administrative expenses on the accompanying condensed consolidated statement of operations and comprehensive loss. The Company has a $0.2 million receivable due from Ikaria in connection with this agreement as of June 30, 2015.
On July 9, 2015, the Company entered into an amendment to the 2015 Services Agreement advancing the termination date from February 8, 2016 to September 30, 2015. See Note 12 — Subsequent Events.
Supply Agreements
In February 2014, the Company entered into drug supply and device supply agreements with a subsidiary of Ikaria. Under these agreements, Ikaria has agreed to use commercially reasonable efforts to supply inhaled nitric oxide and nitric oxide delivery devices for use in the Company’s clinical trials, in each case at Ikaria’s manufacturing cost plus a 20% mark-up, and in the case of the drug supply agreement, the Company has agreed to purchase its clinical supply of inhaled nitric oxide from Ikaria. The Company also granted Ikaria a right of first negotiation in the event that the Company desires to enter into a commercial supply agreement with a third party for supply of nitric oxide for inhalation. As of June 30, 2015, the amount due to Ikaria under the drug supply agreement was approximately $0.7 million. The device supply agreement expired on February 9, 2015 and no amounts were due to Ikaria under that agreement as of December 31, 2014 or June 30, 2015.
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Segments and Geographic Information
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6 Months Ended |
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Jun. 30, 2015
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Segments and Geographic Information | |
Segments and Geographic Information |
(8) Segments and Geographic Information
The Company operates in one reportable segment and solely within the United States. Accordingly, no segment or geographic information has been presented.
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Commitments and Contingencies
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6 Months Ended |
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Jun. 30, 2015
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Commitments and Contingencies. | |
Commitments and Contingencies |
(9) Commitments and Contingencies
Legal Proceedings
The Company periodically becomes subject to legal proceedings and claims arising in connection with its business. The ultimate legal and financial liability of the Company in respect to all proceedings, claims and lawsuits, pending or threatened, cannot be estimated with any certainty.
BioLineRx Ltd., or BioLine, previously indicated to the Company that it believed that the Company had breached the license agreement in several ways, including, but not limited to, failure to use commercially reasonable efforts to develop BCM, failure to provide BioLine with material information concerning the development and commercialization plans for BCM and failure to notify BioLine in advance of material public disclosures regarding BCM. The Company and BioLine also previously disagreed about the timing of a certain milestone payment that the Company would owe BioLine based upon progress in the Company’s BCM clinical development program. The Company believed it had complied with its obligations under the license agreement to use commercially reasonable efforts to develop BCM and was not in breach of its other obligations under the license agreement. No amounts were previously accrued for this matter since no loss was probable as of December 31, 2014. On January 8, 2015, the Company and BioLine agreed to amend the license agreement, which resolved the prior disputes and provided for a release of claims by BioLine. The amendment also changed certain milestones and related payments, but the total potential milestone payments to be paid to BioLine under the license agreement remained the same. No additional milestones have been met as of June 30, 2015.
As of this report, there is no proceeding, claim or litigation, pending or threatened, that could, individually or in the aggregate, have a material adverse effect on the Company’s business, operating results, financial condition and/or liquidity.
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Net Loss Per Share/Unit
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6 Months Ended |
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Jun. 30, 2015
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Net Loss Per Share/Unit | |
Net Loss Per Share/Unit |
(10) Net Loss Per Share/Unit
Basic net loss per share/unit is calculated by dividing net loss by the weighted average number of shares or units outstanding during the period, as applicable. Diluted net loss per share/unit is calculated by dividing net loss by the weighted average number of shares/units outstanding, adjusted to reflect potentially dilutive securities (options) using the treasury stock method, except when the effect would be anti-dilutive.
The weighted average shares outstanding for basic and diluted net loss per share for the three and six months ended June 30, 2015 were 12,910,975 and 11,554,593, respectively. The weighted average units outstanding for basic and diluted net loss per unit for the three and six months ended June 30, 2014 were 7,898,301 and 7,898,640, respectively.
The Company reported a net loss for the three and six months ended June 30, 2015 and 2014, therefore diluted net loss per share/unit is the same as the basic net loss per share/unit.
As of June 30, 2015, the Company had 1,363,645 options to purchase shares outstanding that have been excluded from the computation of diluted weighted average shares/units outstanding, because such securities had an antidilutive impact due to the loss reported.
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Fair Value Measurements
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Jun. 30, 2015
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Fair Value Measurements |
(11) Fair Value Measurements
Assets and liabilities recorded at fair value on the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value. Level inputs are as follows:
Level 1 — Values are based on unadjusted quoted prices for identical assets or liabilities in an active market which the company has the ability to access at the measurement date.
Level 2 — Values are based on quoted market prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets.
Level 3 — Values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset.
The following table summarizes fair value measurements by level at June 30, 2015 for assets and liabilities measured at fair value on a recurring basis:
There were no short-term investments at December 31, 2014.
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Subsequent Events
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6 Months Ended |
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Jun. 30, 2015
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Subsequent Events. | |
Subsequent Events |
(12) Subsequent Events
On July 9, 2015, the Company entered into an amendment to the TSA advancing the termination date from February 9, 2016 to September 30, 2015. Pursuant to this amendment, within five business days after September 30, 2015, the Company will receive from escrow $3.3 million, which is equal to the amount it deposited to pay amounts owed to Ikaria under the TSA for the period from October 1, 2015 to February 9, 2016.
On July 9, 2015, the Company entered into an amendment to the 2015 Services Agreement advancing the termination date from February 8, 2016 to September 30, 2015.
On July 27, 2015, the Company entered into an amendment to the license agreement to expand the scope of the Company’s license to allow the Company to develop its INOpulse program for the treatment of three additional indications: chronic thromboembolic pulmonary hypertension, or CTEPH, pulmonary hypertension associated with sarcoidosis and pulmonary hypertension associated with pulmonary edema from high altitude sickness. Subject to the terms set forth therein, the amendment to the license agreement also provides that the Company will pay Ikaria a royalty equal to 5% of net sales of any commercialized products for the three additional indications.
On July 27, 2015, in connection with entering into the amendment to the license agreement, as discussed above, the Company and each of its subsidiaries entered into amendments to the agreements not to compete to extend the term of the non-compete periods until five years after the effective date of the amendments to the agreements not to compete.
On August 6, 2015, the Company entered into a lease agreement for office space in Warren, New Jersey.
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Summary of Significant Accounting Policies
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6 Months Ended |
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Jun. 30, 2015
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Summary of Significant Accounting Policies | |
Basis of Presentation |
(a) Basis of Presentation
The accompanying unaudited condensed consolidated financial statements were prepared following the requirements of the Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by accounting principles generally accepted in the United States of America, or U.S. GAAP, can be condensed or omitted.
The Company is responsible for the unaudited condensed consolidated financial statements. The condensed consolidated financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of the Company’s financial position, results of operations, comprehensive loss and its cash flows for the periods presented. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2014 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The results of operations for the three and six months ended June 30, 2015 for the Company are not necessarily indicative of the results expected for the full year.
On February 2, 2015, the Company effected a reverse unit split of its outstanding units at a ratio of one unit for every 12.5257 units previously held. All unit/share and per unit/per share data included in these condensed consolidated financial statements reflect the reverse unit split.
In February 2015, the Company converted from a limited liability company to a C-corporation.
The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of costs and expenses during the reporting period, including accrued research and development expenses, stock-based compensation, income taxes and valuation of long-lived assets. Actual results could differ from those estimates.
For periods prior to the Spin-Out, the financial statements were carved out of the consolidated financial statements of Ikaria. Management believes that the statements of operations for the six months ended June 30, 2014 (which include a period of forty-two days prior to the Spin-Out) include reasonable allocations of costs and expenses incurred by Ikaria which benefited the Company. However, such amounts may not be indicative of the actual level of costs and expenses that would have been incurred by the Company if it had operated as an independent stand-alone company or of the costs and expenses expected to be incurred in the future. As such, the financial information for the six months ended June 30, 2014 may not necessarily reflect the results of operations and cash flows of the Company had it been an independent stand-alone company for the period, or the results of operations and cash flows expected in the future.
|
Cash and Cash Equivalents |
(b) Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity date of three months or less to be cash equivalents.
|
Restricted Cash |
(c) Restricted Cash
Restricted cash represents amounts held on deposit with a bank in relation to the TSA. The funds are held in an account to settle the required payment to Ikaria for services to be provided in connection with the TSA. The required payments to be paid in excess of one year from the balance sheet date are classified as long-term restricted cash. See Note 7— Related-Party Transactions.
|
Stock-Based Compensation |
(d) Stock-Based Compensation
The Company accounts for its stock-based compensation in accordance with Accounting Standards Codification, or ASC, 718 Compensation— Stock Compensation, which establishes accounting for share-based awards, including stock options and restricted stock, exchanged for services and requires companies to expense the estimated fair value of these awards over the requisite service period. The Company recognizes stock-based compensation expense in operations based on the fair value of the award on the date of the grant. The resulting compensation expense is recognized on a straight-line basis over the requisite service period or sooner if the awards immediately vest. The Company determines the fair value of stock options issued using a Black-Scholes-Merton option pricing model. Certain assumptions used in the model include expected volatility, dividend yield, risk-free interest rate, and expected term. See Note 6 — Stock-Based Compensation for a description of these assumptions.
Prior to the date of the Spin-Out, stock-based compensation expense for the Company represented an allocation of Ikaria’s stock-based compensation expense based on the allocation percentages of the Company’s cost centers, which were determined based on specific identification or the proportionate percentage of employee time or headcount to the respective total Ikaria employee time or headcount.
|
Deferred Transaction Costs |
(e) Deferred Transaction Costs
Deferred transaction costs are IPO related costs primarily associated with third-party professional legal, accounting and printing fees associated with the initial public offering of the Company’s shares. These IPO related costs are deferred and charged against the gross proceeds of the offering when the public offering of equity securities is complete as a reduction of additional paid-in capital. As of June 30, 2015, the Company charged all deferred transaction costs against the gross proceeds of the offering.
|
Income Taxes |
(f) Income Taxes
Prior to its conversion to a Delaware corporation in February 2015, the Company was a Delaware limited liability company that passed through income and losses to its members for U.S. federal and state income tax purposes. As a result of its conversion to a Delaware corporation, the Company recognized deferred income taxes through income tax expense related to temporary differences that existed as of the date of its tax status change. The Company uses the asset and liability approach to account for income taxes as required by ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized, on a more likely than not basis. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution.
As of the date of the conversion to a taxable corporation, the Company recognized approximately $17.9 million of deferred tax assets which consisted principally of excess tax-over-book basis in intangible assets and property, plant and equipment and certain accruals that were transferred from the limited liability company to the corporation. The Company also recognized a full valuation allowance since it has a cumulative loss position and no positive evidence of taxable income to support recovery of its deferred tax assets. The Company incurred transaction costs of approximately $8.1 million in connection with the IPO which were recorded as a reduction of equity. These costs are nondeductible until and if the Company liquidates or terminates, which is not expected in the foreseeable future. Therefore, the Company did not recognize a deferred tax asset for such costs.
The Company’s estimated tax rate for 2015 is expected to be zero because the Company expects to generate additional losses and currently has a full valuation allowance. The deferred tax assets balance before valuation allowance as of June 30, 2015 was approximately $27.3 million. The increase in deferred tax assets after the corporate conversion is principally due to the year-to-date loss, adjusted for nondeductible items including stock compensation expense related to the Company’s equity incentive plan, the nondeductible portion of the orphan drug costs, and the orphan drug credits. The valuation allowance is required until the Company has sufficient positive evidence of taxable income necessary to support realization of its deferred tax assets. A valuation allowance release is generally recognized in income tax expense (as a benefit). The Company did not have material uncertain tax positions as of June 30, 2015.
|
Short-term Investments |
(g) Short-term Investments
The Company’s short-term investments consist of federally insured certificates of deposit classified as available-for-sale and are valued at amortized cost, which approximates fair value.
|
Research and Development Expense |
(h) Research and Development Expense
Research and development costs are expensed as incurred. These expenses include the costs of the Company’s proprietary research and development efforts, as well as costs incurred in connection with certain licensing arrangements. Upfront and milestone payments made to third parties in connection with research and development collaborations are expensed as incurred up to the point of regulatory approval. Payments made to third parties upon or subsequent to regulatory approval are capitalized and amortized over the remaining useful life of the related product. The Company also expenses the cost of purchased technology and equipment in the period of purchase if it believes that the technology or equipment has not demonstrated technological feasibility and it does not have an alternative future use. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are deferred and are recognized as research and development expense as the related goods are delivered or the related services are performed.
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- Details
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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Property, Plant and Equipment (Tables)
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2015
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Property, Plant and Equipment | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of property and equipment |
Property, plant and equipment as of June 30, 2015 and December 31, 2014 consisted of the following (in thousands):
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X | ||||||||||
- Details
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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Stock-Based Compensation (Tables)
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6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2015
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Stock-Based Compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assumptions used in estimating the fair value of options issued |
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Summary of stock-based compensation expense by the condensed consolidated statement of operations and comprehensive loss line item |
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Bellerophon 2015 And 2014 Equity Incentive Plan
|
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Stock-Based Compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of option activity |
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Ikaria Equity Incentive Plans prior to February 12, 2014
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Stock-Based Compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of option activity |
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Details
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Fair Value Measurements (Tables)
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6 Months Ended | ||||||||||||||||||||||||
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Jun. 30, 2015
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Fair Value Measurements | |||||||||||||||||||||||||
Summary of fair value measurements by level |
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X | ||||||||||
- Details
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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Organization and Nature of the Business (Details) (USD $)
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1 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Feb. 28, 2015
|
Jun. 30, 2015
item
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Feb. 19, 2015
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Dec. 31, 2014
|
Feb. 12, 2014
|
Feb. 19, 2015
IPO
|
Feb. 19, 2015
IPO
|
Feb. 12, 2014
Ikaria
Transition services agreement (TSA)
|
Feb. 28, 2014
Ikaria
Transition services agreement (TSA)
|
Jun. 30, 2015
Ikaria
Transition services agreement (TSA)
|
Jul. 09, 2015
Subsequent Event
Ikaria
Transition services agreement (TSA)
|
Jul. 09, 2015
Subsequent Event
Ikaria
Transition services agreement (TSA)
|
Feb. 12, 2014
Spin-Out of Company from Ikaria
|
Feb. 12, 2014
Spin-Out of Company from Ikaria
Ikaria
|
Sep. 30, 2013
Ikaria
segment
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|
Organization and Nature of the Business | |||||||||||||||
Number of programs in advanced clinical development (in programs) | 2 | ||||||||||||||
Number of product candidates under current development (in products) | 2 | ||||||||||||||
Number of operating segments (in segments) | 2 | ||||||||||||||
Number of voting limited liability company interests in the Company for each share of Ikaria common stock held (in shares) | 1 | ||||||||||||||
Cash distributed to the Company | $ 80,000,000 | ||||||||||||||
Amount deposited in escrow | 18,500,000 | ||||||||||||||
Cash on hand | 80,000,000 | ||||||||||||||
Length of agreement | 24 months | 24 months | |||||||||||||
Restricted cash reflected as current | 6,179,000 | 9,264,000 | 6,200,000 | ||||||||||||
Number of days from agreement termination that Company will receive escrow deposit | 5 days | ||||||||||||||
Escrow deposit to be received after termination of agreement | 3,300,000 | ||||||||||||||
Completed sale (in shares) | 5,000,000 | ||||||||||||||
Price to the public (in dollars per share) | $ 12.00 | $ 12.00 | |||||||||||||
Net proceeds to the Company | 51,900,000 | 51,900,000 | |||||||||||||
Underwriting discounts and commissions deducted | 4,200,000 | 4,200,000 | |||||||||||||
Offering costs deducted | $ 3,900,000 | $ 3,900,000 |
X | ||||||||||
- Definition
Cash contribution from former parent to the entity. No definition available.
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X | ||||||||||
- Definition
The amount of escrow deposit to be received after termination of agreement with related party. No definition available.
|
X | ||||||||||
- Definition
Represents the maximum period from the date of the agreement termination in which the entity will receive escrow deposit, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
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X | ||||||||||
- Definition
The number of product candidates under current development by the entity. No definition available.
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X | ||||||||||
- Definition
The number of programs in advanced clinical development by the entity. No definition available.
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X | ||||||||||
- Definition
The number of voting limited liability company interests in the registrant entity distributed to each holder for each share of former parent company's common stock held. No definition available.
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X | ||||||||||
- Definition
The cash inflow from the additional capital contribution to the entity net of underwriting discounts and commissions and offering costs. No definition available.
|
X | ||||||||||
- Definition
The period of time covered by the agreement. No definition available.
|
X | ||||||||||
- Definition
Underwriting discounts and commissions that were deducted from the gross proceeds of the offering. No definition available.
|
X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Details
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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Summary of Significant Accounting Policies (Details)
|
0 Months Ended | 6 Months Ended |
---|---|---|
Feb. 02, 2015
|
Jun. 30, 2014
|
|
Summary of Significant Accounting Policies | ||
Reverse stock split | 0.079836 | |
Number of days carved out of financial statements of former parent that are presented with the reporting entity | 42 days |
X | ||||||||||
- Definition
Number of days carved out of financial statements of former parent that are presented with the reporting entity, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
X | ||||||||||
- Details
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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Summary of Significant Accounting Policies (Details 2) (USD $)
|
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2015
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Jun. 30, 2014
|
Jun. 30, 2015
|
Jun. 30, 2014
|
Feb. 19, 2015
|
|
Income taxes | |||||
Deferred tax assets before valuation allowance | $ 27,300,000 | $ 27,300,000 | $ 17,900,000 | ||
Underwriting discounts and commissions and offering expenses | $ 8,085,000 | ||||
Effective tax rate (as a percent) | 0.00% | 0.00% | 0.00% | 0.00% |
X | ||||||||||
- Definition
Costs incurred with the issuance of an equity security including underwriting discounts and commissions and offering expenses. No definition available.
|
X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Details
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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Liquidity (Details) (USD $)
|
1 Months Ended | |||
---|---|---|---|---|
Feb. 28, 2015
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Jun. 30, 2015
|
Dec. 31, 2014
|
Jun. 30, 2014
|
|
Liquidity | ||||
Cash and cash equivalents | $ 48,509,000 | $ 16,815,000 | $ 44,696,000 | |
Restricted cash | 6,179,000 | 9,264,000 | ||
Short-term Investments | 4,165,000 | |||
Net proceeds to the Company | 51,900,000 | |||
Underwriting discounts and commissions deducted | 4,200,000 | |||
Offering costs deducted | $ 3,900,000 |
X | ||||||||||
- Details
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X | ||||||||||
- Definition
The cash inflow from the additional capital contribution to the entity net of underwriting discounts and commissions and offering costs. No definition available.
|
X | ||||||||||
- Definition
Underwriting discounts and commissions that were deducted from the gross proceeds of the offering. No definition available.
|
X | ||||||||||
- Definition
No authoritative reference available. No definition available.
|
X | ||||||||||
- Definition
No authoritative reference available. No definition available.
|
X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
|
Property, Plant and Equipment (Details) (USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2015
|
Dec. 31, 2014
|
---|---|---|
Property and equipment | ||
Less accumulated depreciation | $ (1,430) | $ (1,247) |
Net | 1,513 | 1,696 |
Machinery, equipment and furniture
|
||
Property and equipment | ||
Gross | $ 2,943 | $ 2,943 |
X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Details
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
|
Income Taxes (Details) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2015
|
Jun. 30, 2014
|
Jun. 30, 2015
|
Jun. 30, 2014
|
|
Income Taxes | ||||
Effective tax rate (as a percent) | 0.00% | 0.00% | 0.00% | 0.00% |
Unrecognized tax benefits | $ 0 | $ 0 | ||
Expected change to unrecognized tax benefit liability in next twelve months | $ 0 | $ 0 |
X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Details
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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Stock-Based Compensation (Details) (USD $)
|
3 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||||||||||
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Jun. 30, 2015
|
Jun. 30, 2014
|
Jun. 30, 2015
|
Jun. 30, 2014
|
Jun. 30, 2015
Bellerophon Equity Incentive Plans
|
Jun. 30, 2014
Bellerophon Equity Incentive Plans
|
Dec. 31, 2014
Bellerophon Equity Incentive Plans
|
Jun. 30, 2015
Bellerophon Equity Incentive Plans
Minimum
|
Jun. 30, 2015
Bellerophon Equity Incentive Plans
Maximum
|
Jun. 30, 2015
2015 Equity Incentive Plan
|
Jun. 30, 2015
2014 Equity Incentive Plan
|
Dec. 31, 2014
2014 Equity Incentive Plan
|
Jun. 30, 2015
2014 Equity Incentive Plan
Second anniversary
|
Jun. 30, 2015
2014 Equity Incentive Plan
Third anniversary
|
Jun. 30, 2015
2014 Equity Incentive Plan
Fourth anniversary
|
Feb. 12, 2014
Ikaria Equity Incentive Plans prior to February 12, 2014
|
Feb. 28, 2014
Ikaria Equity Incentive Plans prior to February 12, 2014
|
Jun. 30, 2015
Ikaria Equity Incentive Plans prior to February 12, 2014
|
Dec. 31, 2014
Ikaria Equity Incentive Plans prior to February 12, 2014
|
Jun. 30, 2015
Ikaria Equity Incentive Plans prior to February 12, 2014
Minimum
|
Jun. 30, 2015
Ikaria Equity Incentive Plans prior to February 12, 2014
Maximum
|
Feb. 11, 2014
Ikaria Equity Incentive Plans prior to February 12, 2014
Stock Options
|
Feb. 12, 2014
Ikaria Equity Incentive Plans prior to February 12, 2014
Restricted Stock Units
|
Feb. 11, 2014
Ikaria Equity Incentive Plans prior to February 12, 2014
Restricted Stock Units
|
Feb. 12, 2014
Ikaria
Ikaria Equity Incentive Plans prior to February 12, 2014
Restricted Stock Units
|
Feb. 12, 2014
Ikaria
Ikaria Equity Incentive Plans prior to February 12, 2014
Restricted Stock Units
Prior to January 1, 2011
|
Feb. 12, 2014
Ikaria
Ikaria Equity Incentive Plans prior to February 12, 2014
Restricted Stock Units
Second anniversary
On and after January 1, 2011
|
Feb. 12, 2014
Ikaria
Ikaria Equity Incentive Plans prior to February 12, 2014
Restricted Stock Units
Third anniversary
On and after January 1, 2011
|
Feb. 12, 2014
Ikaria
Ikaria Equity Incentive Plans prior to February 12, 2014
Restricted Stock Units
Fourth anniversary
On and after January 1, 2011
|
|
Stock-Based Compensation | |||||||||||||||||||||||||||||
Number of shares authorized | 500,162 | ||||||||||||||||||||||||||||
Number of options granted (in shares) | 325,007 | 0 | 618,212 | ||||||||||||||||||||||||||
Exercise price of options granted | $ 10.24 | $ 7.78 | $ 12.00 | ||||||||||||||||||||||||||
Vesting period | 4 years | 2 years | 3 years | 4 years | 4 years | 2 years | 3 years | 4 years | |||||||||||||||||||||
Vesting percentage | 25.00% | 25.00% | 50.00% | 25.00% | 25.00% | 50.00% | |||||||||||||||||||||||
Vesting percentage each anniversary | 25.00% | ||||||||||||||||||||||||||||
Weighted average grant-date fair value of options issued | $ 7.25 | $ 9.98 | |||||||||||||||||||||||||||
Assumptions used in estimating the fair value of awards issued | |||||||||||||||||||||||||||||
Risk-free rate (as a percent) | 1.56% | 1.71% | |||||||||||||||||||||||||||
Expected volatility (as a percent) | 80.23% | 90.29% | |||||||||||||||||||||||||||
Expected term (years) | 6 years 1 month 6 days | 6 years 2 months 12 days | |||||||||||||||||||||||||||
Dividend yield (as a percent) | 0.00% | 0.00% | |||||||||||||||||||||||||||
Shares | |||||||||||||||||||||||||||||
Options outstanding as of beginning of period (in shares) | 508,280 | 577,975 | |||||||||||||||||||||||||||
Granted (in shares) | 325,007 | 0 | 618,212 | ||||||||||||||||||||||||||
Exercise of options (in shares) | (6,513) | ||||||||||||||||||||||||||||
Forfeited (in shares) | (27,614) | (13,490) | |||||||||||||||||||||||||||
Options outstanding as of end of period (in shares) | 805,673 | 508,280 | 557,972 | 577,975 | |||||||||||||||||||||||||
Options vested and exercisable (in shares) | 202,013 | 557,972 | |||||||||||||||||||||||||||
Exercise Price | |||||||||||||||||||||||||||||
Options outstanding as of beginning of period, Exercise Price (in dollars per share) | $ 13.28 | ||||||||||||||||||||||||||||
Options outstanding as of beginning of period, Exercise Price, minimum (in dollars per share) | $ 7.78 | $ 0.26 | $ 0.26 | ||||||||||||||||||||||||||
Options outstanding as of beginning of period, Exercise Price, maximum (in dollars per share) | $ 13.28 | $ 17.92 | $ 17.92 | ||||||||||||||||||||||||||
Options exercised, Exercise Price (in dollars per share) | $ 7.77 | ||||||||||||||||||||||||||||
Options forfeited, Exercise Price (in dollars per share) | $ 10.22 | $ 13.28 | $ 8.27 | $ 15.66 | |||||||||||||||||||||||||
Options outstanding as of end of period, Exercise Price, minimum (in dollars per share) | $ 7.78 | $ 0.26 | $ 0.26 | ||||||||||||||||||||||||||
Options outstanding as of end of period, Exercise Price, maximum (in dollars per share) | $ 13.28 | $ 17.92 | $ 17.92 | ||||||||||||||||||||||||||
Options vested and exercisable, Exercise Price (in dollars per share) | $ 0.26 | $ 17.92 | |||||||||||||||||||||||||||
Weighted Average Price | |||||||||||||||||||||||||||||
Options outstanding as of beginning of period, Weighted Average Price (in dollars per share) | $ 13.28 | $ 7.11 | |||||||||||||||||||||||||||
Granted, Weighted Average Price (in dollars per share) | $ 10.24 | $ 7.78 | $ 12.00 | ||||||||||||||||||||||||||
Options exercised, Weighted Average Price (in dollars per share) | $ 7.77 | ||||||||||||||||||||||||||||
Options forfeited, Weighted Average Price (in dollars per share) | $ 11.78 | $ 10.19 | |||||||||||||||||||||||||||
Options outstanding as of end of period, Weighted Average Price (in dollars per share) | $ 12.10 | $ 13.28 | $ 7.03 | $ 7.11 | |||||||||||||||||||||||||
Options vested and exercisable, Weighted Average Price (in dollars per share) | $ 12.95 | $ 10.22 | $ 13.28 | $ 7.03 | |||||||||||||||||||||||||
Weighted Average Remaining Contractual Life (in years) | |||||||||||||||||||||||||||||
Options outstanding as of beginning of period, Weighted Average Remaining Contractual Life (in years) | 9 years 2 months 12 days | 9 years 6 months | 3 years | 4 years 6 months | |||||||||||||||||||||||||
Options outstanding as of end of period, Weighted Average Remaining Contractual Life (in years) | 9 years 2 months 12 days | 9 years 6 months | 3 years | 4 years 6 months | |||||||||||||||||||||||||
Options vested and exercisable, Weighted Average Remaining Contractual Life (in years) | 8 years 10 months 24 days | 3 years | |||||||||||||||||||||||||||
Intrinsic value of options outstanding, vested and exercisable | $ 900,000 | ||||||||||||||||||||||||||||
Unrecognized compensation expense | 4,700,000 | ||||||||||||||||||||||||||||
Weighted-average period unrecognized compensation expense is to be recognized | 3 years | ||||||||||||||||||||||||||||
Tax benefit recognized related to stock-based compensation expense | 0 | ||||||||||||||||||||||||||||
Allocation percentage of post Spin-Out estimated fair value of Ikaria to original option exercise price (as a percent) | 85.00% | ||||||||||||||||||||||||||||
Allocation percentage of post Spin-Out estimated fair value of the Company to original option exercise price (as a percent) | 15.00% | ||||||||||||||||||||||||||||
Stock-based compensation expense | $ 363,000 | $ 764,000 | $ 807,000 | $ 1,036,000 | $ 100,000 | $ 200,000 | |||||||||||||||||||||||
Number of awards converted upon plan modification (in shares) | 372,947 |
X | ||||||||||
- Definition
Represents the percentage of stock awards vesting each anniversary year. No definition available.
|
X | ||||||||||
- Definition
The number of equity-based awards excluding options that were converted in a plan modification during the period. No definition available.
|
X | ||||||||||
- Definition
Exercise price at which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan. No definition available.
|
X | ||||||||||
- Details
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X | ||||||||||
- Definition
Percentage of fair value of former parent post Spin-Out allocated to original option exercise price. No definition available.
|
X | ||||||||||
- Definition
Percentage of fair value of reporting entity post Spin-Out allocated to original option exercise price. No definition available.
|
X | ||||||||||
- Definition
Exercise price underlying shares with respect to stock options that were exercised. No definition available.
|
X | ||||||||||
- Definition
Exercise price underlying shares with respect to stock options that were terminated. No definition available.
|
X | ||||||||||
- Definition
The exercise price for purposes of disclosing shares potentially issuable under outstanding stock option awards. No definition available.
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X | ||||||||||
- Details
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
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X | ||||||||||
- Definition
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X | ||||||||||
- Details
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Details
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
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X | ||||||||||
- Definition
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X | ||||||||||
- Definition
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X | ||||||||||
- Details
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X | ||||||||||
- Definition
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X | ||||||||||
- Details
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
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X | ||||||||||
- Definition
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
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X | ||||||||||
- Definition
No authoritative reference available. No definition available.
|
Stock-Based Compensation (Details 2) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2015
|
Jun. 30, 2014
|
Jun. 30, 2015
|
Jun. 30, 2014
|
|
Stock-based compensation expense by condensed consolidated statement of operations and comprehensive loss line item | ||||
Total expense | $ 363 | $ 764 | $ 807 | $ 1,036 |
Expense, net of tax benefit | 363 | 764 | 807 | 1,036 |
Research and development
|
||||
Stock-based compensation expense by condensed consolidated statement of operations and comprehensive loss line item | ||||
Total expense | 77 | 242 | 272 | |
General and administrative.
|
||||
Stock-based compensation expense by condensed consolidated statement of operations and comprehensive loss line item | ||||
Total expense | $ 286 | $ 764 | $ 565 | $ 764 |
X | ||||||||||
- Definition
No authoritative reference available. No definition available.
|
X | ||||||||||
- Definition
No authoritative reference available. No definition available.
|
X | ||||||||||
- Details
|
Related-Party Transactions (Details) (USD $)
|
0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2015
|
Dec. 31, 2014
|
Jul. 27, 2015
Ikaria
License Agreement
Subsequent Event
|
Feb. 28, 2014
Ikaria
Agreements Not to Compete
|
Oct. 31, 2013
Ikaria
Agreements Not to Compete
|
Sep. 30, 2013
Ikaria
Agreements Not to Compete
|
Jul. 27, 2015
Ikaria
Agreements Not to Compete
Subsequent Event
|
Feb. 12, 2014
Ikaria
Transition services agreement (TSA)
|
Feb. 28, 2014
Ikaria
Transition services agreement (TSA)
|
Jun. 30, 2015
Ikaria
Transition services agreement (TSA)
|
Jun. 30, 2014
Ikaria
Transition services agreement (TSA)
|
Jun. 30, 2015
Ikaria
Transition services agreement (TSA)
|
Jun. 30, 2014
Ikaria
Transition services agreement (TSA)
|
Jul. 09, 2015
Ikaria
Transition services agreement (TSA)
Subsequent Event
|
Jul. 09, 2015
Ikaria
Transition services agreement (TSA)
Subsequent Event
|
Jan. 31, 2015
Ikaria
Services agreement entered into January 2015
|
Jun. 30, 2015
Ikaria
Services agreement entered into January 2015
|
Jun. 30, 2015
Ikaria
Services agreement entered into January 2015
|
Feb. 28, 2014
Ikaria
Supply Agreements
|
Jun. 30, 2015
Ikaria
Drug supply agreement
|
Jun. 30, 2015
Ikaria
Device supply agreement
|
Dec. 31, 2014
Ikaria
Device supply agreement
|
|
Related Party Transaction [Line Items] | ||||||||||||||||||||||
Royalty to related party (as a percent) | 5.00% | |||||||||||||||||||||
Term of agreement | 5 years | 5 years | 5 years | 5 years | 24 months | 24 months | 13 months | |||||||||||||||
Monthly service fee | $ 772,000 | |||||||||||||||||||||
Amount deposited in escrow | 18,500,000 | |||||||||||||||||||||
Expenses in connection with the agreement | 2,300,000 | 2,300,000 | 4,600,000 | 3,600,000 | ||||||||||||||||||
Accrued expenses and amounts due | 1,251,000 | 661,000 | 500,000 | 500,000 | 700,000 | 0 | 0 | |||||||||||||||
Number of days from agreement termination that Company will receive escrow deposit | 5 days | |||||||||||||||||||||
Escrow deposit to be received after termination of agreement | 3,300,000 | |||||||||||||||||||||
Service fee | 916,666 | 300,000 | 1,400,000 | |||||||||||||||||||
Monthly additional service fee | 83,333 | 83,333 | ||||||||||||||||||||
Amount to be incurred for certain services provided by Ikaria | 200,000 | 200,000 | ||||||||||||||||||||
Related party operating expenses | 100,000 | |||||||||||||||||||||
Receivables - Due from Ikaria, Inc. | $ 167,000 | $ 200,000 | $ 200,000 | |||||||||||||||||||
Purchases from related party, mark-up over manufacturing cost (as a percent) | 20.00% |
X | ||||||||||
- Definition
The amount of escrow deposit to be received after termination of agreement with related party. No definition available.
|
X | ||||||||||
- Definition
Represents the maximum period from the date of the agreement termination in which the entity will receive escrow deposit, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
X | ||||||||||
- Definition
Monthly fee to be paid by related party in addition to services performed. No definition available.
|
X | ||||||||||
- Definition
Monthly service fee paid by the entity to related party. No definition available.
|
X | ||||||||||
- Definition
The mark-up, as a percentage over its manufacturing cost, that the related party charges the entity for purchases. No definition available.
|
X | ||||||||||
- Definition
Amount of aggregate service fees to be incurred by entity in transaction with related party. No definition available.
|
X | ||||||||||
- Definition
Represents the royalty percentage applied on the net sales of of any commercialized products for the three additional indications. No definition available.
|
X | ||||||||||
- Definition
The period of time covered by the agreement. No definition available.
|
X | ||||||||||
- Definition
No authoritative reference available. No definition available.
|
X | ||||||||||
- Definition
No authoritative reference available. No definition available.
|
X | ||||||||||
- Definition
No authoritative reference available. No definition available.
|
X | ||||||||||
- Definition
No authoritative reference available. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
No authoritative reference available. No definition available.
|
X | ||||||||||
- Definition
No authoritative reference available. No definition available.
|
Segments and Geographic Information (Details)
|
6 Months Ended |
---|---|
Jun. 30, 2015
segment
|
|
Segments and Geographic Information | |
Number of reportable segments | 1 |
X | ||||||||||
- Definition
No authoritative reference available. No definition available.
|
X | ||||||||||
- Details
|
Commitments and Contingencies (Details) (License agreement to develop BCM, USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2015
Milestone
|
Dec. 31, 2014
Bioline
|
---|---|---|
Legal Proceedings | ||
Losses accrued | $ 0 | |
Estimate of probable losses | $ 0 | |
Number of additional milestones met | 0 |
X | ||||||||||
- Definition
Number of additional milestones met under the agreement. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
No authoritative reference available. No definition available.
|
X | ||||||||||
- Definition
No authoritative reference available. No definition available.
|
Net Loss Per Share/Unit (Details)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2015
|
Jun. 30, 2014
|
Jun. 30, 2015
|
Jun. 30, 2014
|
|
Net Loss Per Share | ||||
Weighted average units outstanding for basic and diluted | 12,910,975 | 7,898,301 | 11,554,593 | 7,898,640 |
Options to purchase units outstanding
|
||||
Net Loss Per Share | ||||
Antidilutive securities excluded from computation of weighted average units outstanding | 1,363,645 |
X | ||||||||||
- Definition
No authoritative reference available. No definition available.
|
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
No authoritative reference available. No definition available.
|
Fair Value Measurements (Details) (Recurring, Short-term investments., USD $)
In Thousands, unless otherwise specified |
Jun. 30, 2015
|
Dec. 31, 2014
|
---|---|---|
Fair Value Measurements | ||
Investments | $ 4,165 | $ 0 |
Level 2
|
||
Fair Value Measurements | ||
Investments | $ 4,165 |
X | ||||||||||
- Details
|
X | ||||||||||
- Definition
No authoritative reference available. No definition available.
|
Subsequent Events (Details) (Ikaria, USD $)
In Millions, unless otherwise specified |
0 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | |||||
---|---|---|---|---|---|---|---|---|---|
Feb. 12, 2014
Transition services agreement (TSA)
|
Feb. 28, 2014
Transition services agreement (TSA)
|
Feb. 28, 2014
Agreements Not to Compete
|
Oct. 31, 2013
Agreements Not to Compete
|
Sep. 30, 2013
Agreements Not to Compete
|
Jul. 09, 2015
Subsequent Event
Transition services agreement (TSA)
|
Jul. 09, 2015
Subsequent Event
Transition services agreement (TSA)
|
Jul. 27, 2015
Subsequent Event
License Agreement
|
Jul. 27, 2015
Subsequent Event
Agreements Not to Compete
|
|
Subsequent events | |||||||||
Number of days from agreement termination that Company will receive escrow deposit | 5 days | ||||||||
Escrow deposit to be received after termination of agreement | $ 3.3 | ||||||||
Royalty to related party (as a percent) | 5.00% | ||||||||
Term of agreement | 24 months | 24 months | 5 years | 5 years | 5 years | 5 years |
X | ||||||||||
- Definition
The amount of escrow deposit to be received after termination of agreement with related party. No definition available.
|
X | ||||||||||
- Definition
Represents the maximum period from the date of the agreement termination in which the entity will receive escrow deposit, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. No definition available.
|
X | ||||||||||
- Definition
Represents the royalty percentage applied on the net sales of of any commercialized products for the three additional indications. No definition available.
|
X | ||||||||||
- Definition
The period of time covered by the agreement. No definition available.
|
X | ||||||||||
- Details
|