View Filing Data

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2014	Nov. 10, 2014
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
Entity Registrant Name	ASSEMBLY BIOSCIENCES, INC.
Entity Central Index Key	0001426800
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	ASMB
Entity Common Stock, Shares Outstanding		10,647,059

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2014	Dec. 31, 2013
Current assets
Cash and cash equivalents	$ 17,932,627	$ 27,061,268
Other current assets	147,178	63,672
Total current assets	18,079,805	27,124,940
Computer equipment, net	34,084	7,102
Intangible assets	30,137,350	0
Goodwill	12,142,702	0
Total assets	60,393,941	27,132,042
Current liabilities
Accounts payable and accrued expenses	1,049,019	2,638,054
Total current liabilities	1,049,019	2,638,054
Contingent license fee
Deferred tax liabilities	12,142,702	0
Total liabilities	13,191,721	2,638,054
Preferred stock, $0.001 par value; 5,000,000 shares authorized; Series A non-voting convertible preferred stock: 0 and 44,000 issued and outstanding at September 30, 2014 and December 31, 2013, respectively	0	44
Common stock, $0.001 par value; 50,000,000 shares authorized; 8,688,099 shares and 4,146,779 shares issued, and outstanding at September 30, 2014 and December 31, 2013, respectively	8,688	4,147
Additional paid-in capital	176,107,503	135,844,320
Common stock issuable, 25,000 shares at September 30, 2014 and December 31, 2013	368,750	368,750
Accumulated deficit	(129,282,721)	(111,723,273)
Total stockholders' deficit	47,202,220	24,493,988
Total liabilities and stockholders' deficit	$ 60,393,941	$ 27,132,042

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2014	Dec. 31, 2013
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	8,688,099	4,146,779
Common stock, shares outstanding	8,688,099	4,146,779
Common stock issuable shares	25,000	25,000
Series A non-voting convertible preferred stock [Member]
Preferred stock, issued	0	44,000
Preferred stock, shares outstanding	0	44,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Operating expenses:
Research and development	$ 3,671,983	$ 3,753,319	$ 7,741,317	$ 9,870,871
General and administrative	7,383,457	1,179,689	9,930,418	3,639,863
Total operating costs and expenses	11,055,440	4,933,008	17,671,735	13,510,734
Loss from operations	(11,055,440)	(4,933,008)	(17,671,735)	(13,510,734)
Interest income	35,182	51,266	112,287	154,009
Total other income	35,182	51,266	112,287	154,009
Net loss	$ (11,020,258)	$ (4,881,742)	$ (17,559,448)	$ (13,356,725)
Net loss per share, basic and diluted	$ (1.33)	$ (1.23)	$ (3.02)	$ (3.53)
Weighted average common shares outstanding, basic and diluted	8,277,355	3,978,905	5,814,316	3,780,343

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Cash flows from operating activities
Net loss	$ (17,559,448)	$ (13,356,725)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	3,894	4,375
Stock-based compensation	8,002,033	1,451,688
Issuance of warrants for services	679,447	0
Changes in assets and liabilities:
Other current assets	(43,360)	(75,196)
Accounts payable and accrued expenses	(2,463,148)	(427,798)
Net cash used in operating activities	(11,380,582)	(12,403,656)
Cash flows from investing activities
Purchase of fixed assets	(20,526)	(5,166)
Cash acquired in business combination	509,363	0
Net cash provided by (used in) investing activities	488,837	(5,166)
Cash flows from financing activities
Proceeds from issuance of common stock	1,763,104	24,142,513
Net cash provided by financing activities	1,763,104	24,142,513
Net (decrease) increase in cash	(9,128,641)	11,733,691
Cash at the beginning of the period	27,061,268	20,489,219
Cash at the end of the period	17,932,627	32,222,910
Supplemental disclosure of non-cash activities:
Other current assets	(40,146)	0
Equipment, net	(10,350)	0
Intangible assets	(30,137,350)	0
Goodwill	(12,142,702)	0
Accounts payable and accrued expenses	874,113	0
Common stock issued	29,064,148
Fair value of options assumed	758,948	0
Deferred tax liability	12,142,702	0
Cash acquired in business combination	509,363	0
Conversion of preferred stock to common stock	$ 440	$ 0

CONDENSED CONSOLDATED STATEMENTS OF CHANGE IN STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 2014 - USD ($)	Total	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Common Stock Issuable [Member]	Accumulated Deficit [Member]
Balance at Dec. 31, 2013	$ 24,493,988	$ 4,147	$ 44	$ 135,844,320	$ 368,750	$ (111,723,273)
Balance (in shares) at Dec. 31, 2013		4,146,779	44,000
Issuance of common stock for cash	1,763,104	$ 92	$ 0	1,763,012	0	0
Issuance of common stock for cash (in shares)		92,472	0
Issuance of common stock for business combination	29,064,148	$ 4,009	$ 0	29,060,139
Issuance of common stock for business combination (in shares)		4,008,848	0
Conversion of preferred stock to common stock	0	$ 440	$ (44)	(396)	0	0
Conversion of preferred stock to common stock (in shares)		440,000	(44,000)
Fair value of options assumed	758,948	$ 0	$ 0	758,948	0	0
Issuance of warrants for services	679,447	0	0	679,447
Stock-based compensation	8,002,033	0	0	8,002,033	0	0
Net loss	(17,559,448)	0	0	0	0	(17,559,448)
Balance at Sep. 30, 2014	$ 47,202,220	$ 8,688	$ 0	$ 176,107,503	$ 368,750	$ (129,282,721)
Balance (in shares) at Sep. 30, 2014		8,688,099	0

Overview and Basis of Presentation

9 Months Ended

Sep. 30, 2014

Organization, Business and Basis Of Presentation [Abstract]

Organization, Business and Basis of Presentation

Note 1 - Overview and Basis of Presentation:

Assembly Biosciences, Inc. (“Assembly” or the “Company”) (formerly known as Ventrus Biosciences, Inc.) is a biopharmaceutical company committed to applying its scientific knowledge in the field of infectious diseases to transform lives by discovering treatments for patients with Hepatitis B virus (“HBV”) and clostridium difficile (“CDAD”).

On July 11, 2014, the Company’s wholly-owned subsidiary merged with and into Assembly Pharmaceuticals, Inc. (the “Assembly Merger”), with Assembly Pharmaceuticals, Inc. (“Assembly Pharmaceuticals”) as the surviving entity. In connection with the Assembly Merger, on July 11, 2014, the Company changed its name from Ventrus Biosciences, Inc. to Assembly Biosciences, Inc.

The target of Assembly’s lead program is a clinical cure for HBV. Assembly has discovered a series of new compounds, known as core protein allosteric modulators, or CpAMs, that are capable of targeting and altering certain key proteins of HBV. These core proteins are involved in several steps of the HBV lifecycle and are essential for HBV’s continued regeneration and survival. Modulation of these core proteins with Assembly’s CpAMs has demonstrated preclinical proof of principle: multiple cell models have shown that CpAMs can selectively reduce the production of viral antigens—viral proteins responsible for common symptoms related to HBV, as well as reduce viral load—infectious viral particles circulating in the bloodstream.

Assembly’s second lead program, VEN 310, is based on a novel coating and encapsulation technology that allows for targeted delivery of complex agents to select regions of the gastrointestinal (“GI”) tract. This delivery platform aims to deliver several types of beneficial specific bacteria to the GI tract. The technology builds upon experience reported in the literature of treating CDAD with fecal material transplant (“FMT”) and seeks a path for potentially curative therapy using a targeted and specific microbiome therapy in an oral capsule.

The Company’s condensed consolidated financial statements include the Company’s accounts and the accounts of the Company’s wholly-owned subsidiary, Assembly Pharmaceuticals, from the date of Assembly Merger. All intercompany transactions have been eliminated in consolidation. The condensed consolidated interim financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

The accompanying condensed balance sheet as of December 31, 2013, which has been derived from the Company’s audited financial statements, and the unaudited interim condensed consolidated financial statements, have been prepared in accordance with GAAP and the rules and regulations of the Securities and Exchange Commission (“SEC”) related to a quarterly report on Form 10-Q. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information presented not misleading. The unaudited interim consolidated financial statements reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of the results for the periods presented. All such adjustments are of a normal and recurring nature. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 filed on March 31, 2014. The operating results presented in these unaudited condensed consolidated financial statements are not necessarily indicative of the results that may be expected for any future periods.

Summary of Significant Accounting Policies and Recent Accounting Pronouncements

9 Months Ended

Sep. 30, 2014

Summary Of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 - Summary of Significant Accounting Policies and Recent Accounting Pronouncements:

Goodwill and Other Intangible Assets

Goodwill is the excess of purchase price over the fair value of identified net assets of businesses acquired. The Company’s intangible assets with an indefinite life are related to in-process research and development ("IPR&D") programs acquired in the Assembly Merger, as the Company expects future research and development on these programs to provide the Company with substantial benefit for a period that extends beyond the foreseeable horizon. Intangible assets with indefinite useful lives are measured at their respective fair values as of the acquisition date. The Company does not amortize goodwill and intangible assets with indefinite useful lives. Intangible assets related to IPR&D projects are considered to be indefinite- lived until the completion or abandonment of the associated R&D efforts. If and when development is complete, which generally occurs if and when regulatory approval to market a product is obtained, the associated assets would be deemed finite- lived and would then be amortized based on their respective estimated useful lives at that point in time.

The Company reviews goodwill and indefinite-lived intangible assets at least annually for possible impairment. Goodwill and indefinite-lived intangible assets are reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or the indefinite-lived intangible assets below their carrying values. The Company tests its goodwill and indefinite-lived intangible assets each year on December 31. The Company reviews the carrying value of goodwill and indefinite-lived intangible assets utilizing a discounted cash flow model, and, where appropriate, a market value approach is also utilized to supplement the discounted cash flow model. The Company makes assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values to determine each reporting unit’s estimated fair value

Business Combinations

The Assembly Merger was made at a price above the fair value of the assets acquired and liabilities assumed including deferred tax liability, resulting in goodwill, based on the Company’s expectations of synergies and other benefits of combining the acquired business. These synergies and benefits include elimination of redundant functions and staffing and use of the Company’s existing infrastructure to expand development of the product candidates of the acquired business in a cost efficient manner.

Significant judgment is required in estimating the fair value of intangible assets and in assigning their respective useful lives. The fair value estimates are based on available historical information and on future expectations and assumptions deemed reasonable by management, but which are inherently uncertain.

Net assets acquired are recorded at their fair value and are subject to adjustment upon finalization of the fair value analysis. The Company is not aware of any information that indicates the final fair value analysis will differ materially from the preliminary estimates.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606). The ASU provides for a single comprehensive model for use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance. The accounting standard is effective for interim and annual periods beginning after December 15, 2016 with no early adoption permitted. The Company is currently in the process of evaluating the impact of the guidance on its financial position, results of operation, and cash flows.

In June 2014, the FASB issued ASU 2014-10, Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. A public entity is required to apply the amendments for annual reporting periods beginning after December 15, 2014, and interim periods therein. An entity should apply the amendments retrospectively for all comparative periods presented. Early adoption is permitted. The guidance was adopted by the Company in the second quarter of 2014. Adoption of this standard did not have a material impact on the Company’s financial position, statement of operations, or statement of cash flows.

In June 2014, the FASB issued ASU 2014-12, Compensation—Stock Compensation (Topic 718). The ASU clarifies how entities should treat performance targets that can be achieved after the requisite service period of a share-based payment award. The accounting standard is effective for interim and annual periods beginning after December 15, 2015. The Company is currently in the process of evaluating the impact of the guidance on its financial position, results of operation, and cash flows.

The FASB has issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The guidance, which is effective for annual reporting periods ending after December 15, 2016, with early adoption permitted, extends the responsibility for performing the going-concern assessment to management and contains guidance on how to perform a going-concern assessment and when going-concern disclosures would be required under GAAP. The Company is currently evaluating the impact of this ASU on its condensed consolidated financial statements.

Accounting standards that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption. There have been no other material changes to the significant accounting policies previously disclosed in the Annual Report on Form 10-K for the year ended December 31, 2013.

Assembly Pharmaceuticals, Inc. Transaction

9 Months Ended

Sep. 30, 2014

Business Combinations [Abstract]

Assembly Pharmaceuticals, Inc. Transaction:

Note 3 – Assembly Pharmaceuticals, Inc. Transaction:

The preliminary allocation of the purchase price to the Assembly balance sheet is shown below:

Cash and cash equivalents	$	509,363
Other current assets		40,146
Equipment		10,350
Intangible assets		30,137,350
Goodwill		12,142,702
Total assets		42,839,911

Accrued expenses		874,113
Deferred tax liability		12,142,702
Total liabilities		13,016,815
Net assets acquired	$	29,823,096

The transaction was accounted for using the acquisition method. Accordingly, goodwill has been measured as the excess of the total consideration over the amounts assigned to the identifiable assets acquired and liabilities assumed including the related deferred tax liability.

On the acquisition date, the fair value of net assets acquired was $17,680,148. The fair value of stock issued to the Assembly Pharmaceuticals shareholders as part of the consideration of $29,064,148 was based on reference to quoted market values of the Company’s common stock as of the date of acquisition. The options assumed in the Assembly Merger were valued at approximately $758,948 using the Black-Scholes model. The fair value of the options was recorded as a component of stockholders’ equity. The fair value of the options was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 1.66% - 2.15%, volatility – 97.33% - 102.80%, expected term – 5 - 6.10 years, expected dividends– N/A.

The fair value of the net assets acquired in the Assembly Merger is preliminary and is subject to change over the upcoming periods.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

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Reference 12: http://www.xbrl.org/2003/role/presentationRef
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
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Reference 14: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Goodwill

9 Months Ended

Sep. 30, 2014

Goodwill [Abstract]

Goodwill

Note 4 - Goodwill:

In July 2014, the Company completed its acquisition of Assembly Pharmaceuticals (Note 3). The fair value of consideration paid, common stock and assumed options, totaled $29,823,096, which net of amounts allocated to assets and liabilities acquired at fair value, resulted in a preliminary allocation to goodwill of $12,142,702. The Company only has one operating segment.

Goodwill is recorded as an indefinite-lived asset and is not amortized for financial reporting purposes but is tested for impairment on an annual basis or when indications of impairment exist. No goodwill impairment losses have been recognized. Goodwill is not deductible for income tax purposes since the tax basis is $0. The Company will perform its annual impairment test of the carrying value of the Company’s goodwill each year on December 31.

No goodwill existed as of December 31, 2013. The change in the net book value of goodwill from December 31, 2013 to September 30, 2014 is shown in the table below:

As of December 31, 2013	$	-
Acquisitions		12,142,702
As of September 30, 2014	$	12,142,702

Intangible assets, net

9 Months Ended

Sep. 30, 2014

Intangible Assets Disclosure Abstract [Abstract]

Intangible assets, net

Note 5 – Intangible assets, net:

In July 2014, the Company completed its acquisition of Assembly Pharmaceuticals (Notes 1, 3). The Company acquired certain indefinite lived intangible assets related to Assembly Pharmaceuticals’ technology.

No intangible assets existed as of December 31, 2013. The change in intangible assets from December 31, 2013 to September 30, 2014 is shown in the table below:

As of December 31, 2013	$	-
Acquisitions - IPR&D		30,137,350
As of September 30, 2014	$	30,137,350

Stockholders' Equity

9 Months Ended

Sep. 30, 2014

Stockholders' Transactions [Abstract]

Stockholders' Equity

Note 6 - Stockholders’ Equity:

Reverse Stock Split:

The Company’s Board of Directors and stockholders approved a 1-for-5 reverse stock split of the Company’s common stock. The reverse stock split became effective on July 11, 2014. All share and per share amounts in the condensed consolidated interim financial statements and notes thereto have been retroactively adjusted for all periods presented to give effect to this reverse stock split, including reclassifying an amount equal to the reduction in par value of common stock to additional paid-in capital.

Assembly Merger:

On July 11, 2014, the Company completed the Assembly Merger, whereby Assembly Pharmaceuticals became the Company’s wholly-owned subsidiary. Pursuant to the terms of the Assembly Merger, the shares of Assembly Pharmaceuticals, common stock issued and outstanding were converted into an aggregate of 4,008,848 shares of the Company’s common stock. Also pursuant to the terms of the Assembly Merger, the options to purchase shares of Assembly Pharmaceuticals, common stock issued and outstanding immediately prior to the Assembly Merger were assumed by the Company and became exercisable for an aggregate of 621,651 shares of the Company’s common stock. The fully vested assumed options in the Assembly Merger were valued at $758,948 using the Black-Scholes model. The fair value of the options was recorded as a component of stockholders’ equity. The fair value of the options was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 1.66% - 2.15%, volatility – 97.33% - 102.8%, expected term 5 - 6.1 years, expected dividends– N/A.

Shelf Registration Statement:

On February 10, 2012, the Company’s shelf registration statement was declared effective by the SEC. From May 2012 through December 2013, the Company sold an aggregate of 1,630,849 shares of common stock and 44,000 shares of Series A Non-Voting Preferred Stock, convertible into 440,000 shares of common stock, under the shelf, resulting in net proceeds of approximately $28,566,000. In January 2014, the Company sold an aggregate of 92,472 shares of common stock under the amended at-the-market common equity sales program, resulting in net proceeds of approximately $1,763,000. In October 2014, the Company sold an aggregate of 1,959,000 shares of common stock under the shelf, resulting in net proceeds of approximately $14,900,000 (see Note 10). The Company does not anticipate selling any more shares under this shelf registration statement.

Options, Warrants and Restricted Stock Units:

Options

The Company has two equity incentive plans available for the granting of equity awards. In July 2010, the stockholders approved the 2010 Stock Plan, under which, as of September 30, 2014, there were outstanding options for an aggregate of 18,000 shares of common stock and an aggregate of 726,792 shares available for grant. In July 2014, the stockholders approved the 2014 Stock Incentive Plan, under which, as of September 30, 2014, there were options for an aggregate of 2,560,000 shares of common stock outstanding and no shares available for grant.

Through July 10, 2014, an aggregate of 57,953 options were forfeited and on July 10, 2014, all of the Company’s directors and employees forfeited an additional aggregate of 514,445 options. Through July 10, 2014 an aggregate of 122,700 options to acquire the Company’s Common Stock was granted to employees. Also on July 10, 2014, Company’s stockholders approved the 2014 Stock Incentive Plan, under which an aggregate of 2,560,000 shares of the Company’s common stock is reserved for the issuance of equity awards to employees, directors and consultants of the Company and its subsidiaries. The Company granted all of these options to various employees and directors with an exercise price of $7.20 and which vest one third on the date of grant, one third on the first anniversary of the option grant date and one third on the second anniversary of the option grant date. The cancellation and reissuance of these stock options was treated as a modification and, accordingly, total stock-based compensation expense related to these awards increased $15,003,740, which will be recognized over the new vesting period. The options assumed on the Assembly Merger are outside the Company’s stock option plans. Option expense this quarter relating to options granted on July 11, 2014 was $6,752,089.

A summary of the Company’s option activity and related information is as follows:

	Number of Shares	Weighted Average Exercise Price		Total Intrinsic Value as at September 30, 2014
Outstanding as of December 31, 2013	467,698	$	29.35	$	-
Assumed	621,651		2.22		3,711,256
Granted	2,682,700		7.74		2,534,400
Forfeited	(572,398)		27.22		-
Outstanding as of September 30, 2014	3,199,651	$	6.27	$	6,245,656
Options vested and exercisable	1,048,087	$	6.42	$	1,891,627

The fair value of the options granted for the nine-month period ended September 30, 2014, was based on the following assumptions:

	For the Nine Months ended
	September 30, 2014
Exercise price	$	2.22 - 15.75
Expected stock price volatility		97.3% - 105.0%
Risk-free rate of interest		1.66% - 2.57%
Term (years)		4.9 - 10.0

Estimated future stock-based compensation expense relating to unvested stock options is as follows:

	Future Stock Option Compensation
	Expenses
Three months ended 2014	$	2,371,612
2015		6,040,120
2016		1,595,568
Total	$	10,007,300

The weighted average remaining contractual life of options outstanding at September 30, 2014 is approximately 9.7 years. Stock-based compensation expensed to research and development expense for the three and nine months ended September 30, 2014 and 2013 was $1,926,473 and $2,000,449 (including reversal of charges related to unvested options which were forfeited and for which new options were not issued) and $152,726 and $500,830, respectively. Stock-based compensation expensed to general and administrative expense for the three and nine months ended September 30, 2014 and 2013 was $5,508,048 and $6,001,584 and $297,197 and $950,858, respectively.

Warrants

In connection with the Company’s financings from 2007 to 2010, the Company issued warrants to investors and/or placement agents to purchase shares of common stock as well as certain consultants. In connection with the Assembly Merger, the Company issued warrants to purchase up to 120,265 shares of its common stock to its financial advisor for the Assembly Merger. The warrants were valued at $679,447 and expensed during the quarter ended September 30, 2014.

A summary of the Company’s warrant activity and related information is as follows:

	Warrants		Weighted Average Exercise Price
Outstanding as of December 31, 2013		172,209	$	38.85
Issued		120,265		5.13
Expired		(20,973)		33.00
Outstanding as of September 30, 2014		271,501	$	24.37
Exercisable as of September 30, 2014		271,501	$	24.37

Restricted Stock Units

On April 5, 2013, the Company granted restricted stock units to four employees under the 2010 Plan for an aggregate of 100,000 shares of common stock. Of these units, 25% vested immediately at the grant date and was expensed. The remaining 75% of the units were forfeited on July 10, 2014 and the holders received options (see options above).

A summary of the status of our restricted stock units as of September 30, 2014 is as follows:

	Number of Shares	Weighted Average Exercise Price
Outstanding as of December 31, 2013	75,000	$	10.20
Forfeited	(75,000)		10.20
Outstanding as of September 30, 2014	-	$	-

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(d),(e))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB TOPIC 4.E)
-URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.29-31)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB TOPIC 4.C)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph d
-Article 4

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 29, 30, 31
-Article 5

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section E

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Article 4

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section C

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

+ Details

License Agreements

9 Months Ended

Sep. 30, 2014

License Arrangement [Abstract]

License Agreements

Note 7 - License Agreements:

HBV Research Agreement with Indiana University

The Company, through its wholly-owned subsidiary, Assembly Pharmaceuticals, is party to a license agreement with Indiana University Research and Technology Corporation (“IURTC”) from whom it has licensed the Company’s HBV therapy. The license agreement requires the Company to make milestone payments based upon the successful accomplishment of clinical and regulatory milestones related to the HBV therapy. The total amount of all potential future milestone payments at September 30, 2014 is $825,000. The Company also is obligated to pay IURTC royalty payments based on net sales of the licensed technology, which increase if the Company sublicenses its rights to a non-affiliate third party. The Company is also obligated to pay diligence maintenance fees (starting at $25,000 in 2014 and rising to $100,000 in the year following first commercial sale of licensed product) each year to the extent that the royalty, sublicensing, and milestone payments to IURTC are less than the diligence maintenance fee for that year.

Microbiome Targeted Colonic Delivery Platform

On November 8, 2013, Assembly entered into a License and Collaboration Agreement with Therabiome, LLC, for all intellectual property and know-how owned or controlled by Therabiome relating to the oral delivery of pharmaceutical drugs to specific sites in the intestine, using a pH sensitive controlled release platform technology. Under the agreement, Therabiome granted to Assembly the exclusive worldwide license, with rights to sublicense, to develop the intellectual property for commercialization (a) in the use of bacteria, viruses, proteins and small molecules by oral delivery in (i) gastro- intestinal dysbiosis, including but not limited to C. difficile, irritable bowel syndrome-constipation and inflammatory bowel disease, (ii) auto-immune disorders and autism, including but not limited to as controlled by bacteria or virus, and (iii) orally delivered vaccines, including viral and bacterial, and (b) any oral delivery of small molecules using the licensed intellectual property. Assembly will be solely responsible for all research and development activities with respect to any product it develops under the license.

For the license, Assembly paid Therabiome an upfront non-refundable license fee of $300,000. Assembly must pay Therabiome clinical and regulatory milestones for each product or therapy advanced from the platform for U.S. regulatory milestones. Assembly also must pay Therabiome lesser amounts for foreign regulatory milestones, which vary by country and region. Assembly also must pay Therabiome royalties on annual net sales of a product in the low to mid-single digit percentages plus, once annual net sales exceed two certain thresholds, a one-time cash payment upon reaching each threshold.

Therabiome must pay Assembly royalties on annual net sales of any product it develops, using the intellectual property, in the low double to mid-double digit percentages, depending on the level of development or involvement Assembly had in the product.

Diltiazem (VEN 307) and Phenylepherine (VEN 308)

At September 30, 2014, the Company had an exclusive royalty-bearing license agreement with S.L.A. Pharma, AG (“S.L.A. Pharma”) to sell, make and use diltiazem (VEN 307) for treatment, through topical administration, of anal fissures and phenylepherine (VEN 308) for treatment, through topical administration, of fecal incontinence (referred to collectively as the “Compound Technologies”) in the United States, Canada and Mexico. In the event that the Compound Technologies were commercialized, Assembly was obligated to pay to S.L.A. Pharma annual royalties, based upon net sales of the products. In addition, Assembly was required to make payments to S.L.A. Pharma up to an aggregate amount of $20 million upon the achievement of various milestones related to regulatory events.

On July 24, 2014, the Company notified S.L.A. Pharma that it was terminating the license agreement. The termination was effective on October 22, 2014. There were no early termination penalties as a result of the termination and the Company has no continuing obligation to make payment to S.L.A. Pharma under the agreement. The Company terminated the agreement to focus on the development of its potentially curative programs for HBV, which program was acquired on July 11, 2014 in the merger with Assembly Pharmaceuticals, Inc., and CDAD, which was licensed in November 2013 from Therabiome, LLC.

Commitments

9 Months Ended

Sep. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments

Note 8 - Commitments:

Employment Agreements:

On January 15, 2014, the Company entered into an employment agreement with its Chief Executive Officer and its Chief Financial Officer, with an effective date of December 22, 2013. Each agreement has a term of two years and will be automatically extended for additional one-year periods unless the Company notifies the officer at least 180 days prior to the then current expiration date that it intends to not extend the employment agreement. The employment agreements provide for a base salary of $475,000 per year for the Chief Executive Officer and $300,000 for the Chief Financial Officer, and an annual discretionary bonus of up to 50% of the officer’s base salary based on financial, clinical development and business milestones established by the Board of Directors. In connection with the Assembly Merger, the Company amended the Chief Executive Officer’s employment agreement. Pursuant to the amendment, the Chief Executive Officer will continue to serve as the Company’s Chief Executive Officer. However, after the Assembly Merger, at any time the Company’s Board may appoint the Company’s President and Chief Operating Officer as Chief Executive Officer. In such event, the Chief Executive Officer will become the Executive Chair, and his employment as Chief Executive Officer will end.

In connection with the Assembly Merger, effective July 11, 2014, the Company entered into employment agreements with its President and Chief Operating Officer, its Chief Medical Officer, and it’s Chief Scientific Officer. The President’s employment agreement has a term of two years and will be automatically extended for additional one-year periods unless the Company notifies the President at least 180 days prior to the then current expiration date that it intends to not extend the employment agreement. The other two employment agreements provide for at-will employment, subject to payment of severance benefits depending on the circumstances of termination. The employment agreements provide for a base salary of $350,000 per year for the President, $290,000 per year for the Chief Medical Officer and $315,000 per year for the Chief Scientific Officer. Each employee is also eligible for an annual discretionary bonus based on achievement of financial, clinical development and business milestones established by the Board of Directors, with the President eligible for a bonus of up to 50% of his base salary, and the Chief Medical Officer and the Chief Scientific Officer eligible for a bonus of up to 30% of their respective base salaries. The President and the Chief Medical Officer will also be eligible for a retention bonus payable after three months of employment in the amount of $150,000 and $100,000, respectively.

Legal Proceedings

9 Months Ended

Sep. 30, 2014

Legal Matter Disclosure [Abstract]

Legal Proceedings

Note 9 - Legal Proceedings:

In June 2012, the Company announced that its product iferanserin (VEN 309), failed to meet its end point at the completion of its Phase III clinical trial. In May 2013 two purported class action lawsuits alleging violations of the federal securities laws were filed in New York against the Company, two of its executive officers and the lead underwriter of its initial public offering. The lawsuits include allegations that, during the class period between December 17, 2010 and June 25, 2012, the Company and its executive officers and underwriter made various statements related to the Company’s product, iferanserin (VEN 309), including but not limited to, the market for the product, the potential competitors, and the results of clinical trials, thereby inflating the price of our common stock. The complaints seek unspecified damages, interest, attorneys’ fees, and other costs. On July 23, 2013, the Court consolidated the actions and appointed lead plaintiffs and lead counsel. On September 16, 2013, lead plaintiffs filed a consolidated amended complaint. On November 22, 2013, the Company filed a motion to dismiss the consolidated amended complaint (the “Motion to Dismiss”).

On May 5, 2014, the Court granted the Motion to Dismiss and dismissed the class action with prejudice.

On May 19, 2014, lead plaintiffs filed a Motion for Reconsideration of the Court’s order dismissing the class action with prejudice (the “Motion for Reconsideration”). On July 2, 2014, the Court entered an order denying the Motion for Reconsideration. Lead plaintiffs had until August 2, 2014 to file notice of an appeal, but no appeal was filed.

Subsequent Events

9 Months Ended

Sep. 30, 2014

Subsequent Events [Abstract]

Subsequent Events

Note 10 – Subsequent Events:

On October 6, 2014, the Company sold to various institutional investors an aggregate of 1,959,000 shares of common stock in a registered direct offering. The purchase price paid by the investors was $8.04 per share and an aggregate of approximately $14,900,000 in net proceeds were received. In connection with the offering, the Company entered into a placement agent agreement with William Blair & Company, L.L.C., who acted as sole placement agent in the offering, and pursuant to which the Company paid a placement agent fee equal to 5.0% of the gross proceeds of the offering.

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2014

Summary Of Significant Accounting Policies [Abstract]

Goodwill and Other Intangible Assets

Business Combinations

Business Combinations

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Assembly Pharmaceuticals, Inc. Transaction (Tables)

9 Months Ended

Sep. 30, 2014

Assembly Pharmaceuticals, Inc. Transaction [Abstract]

Assembly Pharmaceuticals, Inc. Transaction

The preliminary allocation of the purchase price to the Assembly balance sheet is shown below:

Cash and cash equivalents	$	509,363
Other current assets		40,146
Equipment		10,350
Intangible assets		30,137,350
Goodwill		12,142,702
Total assets		42,839,911

Accrued expenses		874,113
Deferred tax liability		12,142,702
Total liabilities		13,016,815
Net assets acquired	$	29,823,096

Goodwill (Tables)

9 Months Ended

Sep. 30, 2014

Goodwill [Abstract]

Schedule Of Goodwill Acquisition

The change in the net book value of goodwill from December 31, 2013 to September 30, 2014 is shown in the table below:

As of December 31, 2013	$	-
Acquisitions		12,142,702
As of September 30, 2014	$	12,142,702

Intangible assets, net (Tables)

9 Months Ended

Sep. 30, 2014

Intangible Assets Disclosure Abstract [Abstract]

Schedule of Indefinite-Lived Intangible Assets

The change in intangible assets from December 31, 2013 to September 30, 2014 is shown in the table below:

As of December 31, 2013	$	-
Acquisitions - IPR&D		30,137,350
As of September 30, 2014	$	30,137,350

Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2014

Schedule of Restricted Stock Units

A summary of the status of our restricted stock units as of September 30, 2014 is as follows:

	Number of Shares	Weighted Average Exercise Price
Outstanding as of December 31, 2013	75,000	$	10.20
Forfeited	(75,000)		10.20
Outstanding as of September 30, 2014	-	$	-

Assumptions for Weighted Average Fair Value of Options Granted

The fair value of the options granted for the nine-month period ended September 30, 2014, was based on the following assumptions:

	For the Nine Months ended
	September 30, 2014
Exercise price	$	2.22 - 15.75
Expected stock price volatility		97.3% - 105.0%
Risk-free rate of interest		1.66% - 2.57%
Term (years)		4.9 - 10.0

Estimated Future Stock Based Expenses Relating to Unvested Stock Options

Estimated future stock-based compensation expense relating to unvested stock options is as follows:

	Future Stock Option Compensation
	Expenses
Three months ended 2014	$	2,371,612
2015		6,040,120
2016		1,595,568
Total	$	10,007,300

Stock Option [Member]

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

A summary of the Company’s option activity and related information is as follows:

	Number of Shares	Weighted Average Exercise Price		Total Intrinsic Value as at September 30, 2014
Outstanding as of December 31, 2013	467,698	$	29.35	$	-
Assumed	621,651		2.22		3,711,256
Granted	2,682,700		7.74		2,534,400
Forfeited	(572,398)		27.22		-
Outstanding as of September 30, 2014	3,199,651	$	6.27	$	6,245,656
Options vested and exercisable	1,048,087	$	6.42	$	1,891,627

Warrant [Member]

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

A summary of the Company’s warrant activity and related information is as follows:

	Warrants		Weighted Average Exercise Price
Outstanding as of December 31, 2013		172,209	$	38.85
Issued		120,265		5.13
Expired		(20,973)		33.00
Outstanding as of September 30, 2014		271,501	$	24.37
Exercisable as of September 30, 2014		271,501	$	24.37

Assembly Pharmaceuticals, Inc. Transaction - Allocation of Purchase Price (Details)	Jul. 11, 2014 USD ($)
Cash and cash equivalents	$ 509,363
Other current assets	40,146
Equipment	10,350
Intangible assets	30,137,350
Goodwill	12,142,702
Total assets	42,839,911
Accrued expenses	874,113
Deferred tax liability	12,142,702
Total liabilities	13,016,815
Consideration Paid
Net assets acquired	$ 29,823,096

Assembly Pharmaceuticals, Inc. Transaction - Additional Information (Details) - USD ($)	1 Months Ended	9 Months Ended
	Jul. 11, 2014	Sep. 30, 2014	Sep. 30, 2013
Stock Issued During Period, Shares, Conversion of Convertible Securities	4,008,848
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	621,651	1,048,087
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net	$ 29,823,096
Fair value of options assumed	758,948	$ 758,948	$ 0
Noncash Or Part Noncash Acquisition Share Exchange Business Combination	$ 29,064,148	$ 29,064,148
Minimum [Member]
Fair Value Assumptions, Risk Free Interest Rate	1.66%
Fair Value Assumptions, Expected Volatility Rate	97.33%
Fair Value Assumptions, Expected Term	5 years
Maximum [Member]
Fair Value Assumptions, Risk Free Interest Rate	2.15%
Fair Value Assumptions, Expected Volatility Rate	102.80%
Fair Value Assumptions, Expected Term	6 years 1 month 6 days

Goodwill - Change in the Net Book Value of Goodwill (Details) - USD ($)	1 Months Ended	9 Months Ended
	Jul. 31, 2014	Sep. 30, 2014
As of December 31,2013		$ 0
Acquisitions	$ 12,142,702	12,142,702
As of September 30,2014		$ 12,142,702

Goodwill - Additional Information (Details) - USD ($)	1 Months Ended	9 Months Ended
Goodwill - Additional Information (Details) - USD ($)	Jul. 31, 2014	Sep. 30, 2014
Business Combination, Consideration Transferred	$ 29,823,096
Allocation of goodwill	$ 12,142,702	$ 12,142,702
Business Acquisition, Goodwill, Expected Tax Deductible Amount		$ 0

Intangible assets, net - Change In Intangible Assets (Details)	9 Months Ended
	Sep. 30, 2014 USD ($)
As of December 31, 2013	$ 0
Acquisitions - IPR&D	30,137,350
As of September 30, 2014	$ 30,137,350

Stockholders' Equity - Option Activity and Related Information (Details) - USD ($)	9 Months Ended
	Sep. 30, 2014	Jul. 11, 2014
Shares
Option, Outstanding at beginning of period	467,698
Option Assumed	621,651
Option, Granted	2,682,700
Option, Forfeited	(572,398)
Option, Outstanding at end of period	3,199,651
Option vested exercisable at end of period	1,048,087	621,651
Weighted Average Exercise Price
Option, Outstanding at beginning of period	$ 29.35
Option Assumed	2.22
Option, Granted	7.74
Option, Forfeited	27.22
Option, Outstanding at end of period	6.27
Option vested exercisable at end of period	$ 6.42
Aggregate Intrinsic Value
Option, Outstanding at beginning of period	$ 0
Option Assumed	3,711,256
Option, Granted	2,534,400
Option, Forfeited	0
Option, Outstanding at end of period	6,245,656
Option vested exercisable at end of period	$ 1,891,627

Stockholders' Equity - Assumptions for Fair Value of Options Granted (Details)	9 Months Ended
	Sep. 30, 2014 $ / shares
Maximum [Member]
Share based Compensation Arrangement by Share based Payment Award, Fair Value Assumptions, Method Used [Line Items]
Exercise price	$ 15.75
Expected stock price volatility	105.00%
Risk-free rate of interest	2.57%
Term (years)	10 years
Minimum [Member]
Share based Compensation Arrangement by Share based Payment Award, Fair Value Assumptions, Method Used [Line Items]
Exercise price	$ 2.22
Expected stock price volatility	97.30%
Risk-free rate of interest	1.66%
Term (years)	4 years 10 months 24 days

Stockholders' Equity - Estimated Future Stock-Based Compensation Expense Relating to Unvested Stock Options (Details)	Sep. 30, 2014 USD ($)
Stockholders Equity Note [Line Items]
Three months ended 2014	$ 2,371,612
2015	6,040,120
2016	1,595,568
Total	$ 10,007,300

Stockholders' Equity - Warrant Activity and Related Information (Details)	9 Months Ended
	Sep. 30, 2014 $ / shares shares
Shares
Warrants, at beginning of period \| shares	172,209
Warrants, Issued \| shares	120,265
Warrants, Expired \| shares	(20,973)
Warrants, at end of period \| shares	271,501
Warrants, Exercisable \| shares	271,501
Weighted Average Exercise Price
Warrants, at beginning of period \| $ / shares	$ 38.85
Warrants, Issued \| $ / shares	5.13
Warrants, Expired \| $ / shares	33.00
Warrants, at end of period \| $ / shares	24.37
Warrants, Exercisable \| $ / shares	$ 24.37

Stockholders' Equity - Summary Of Restricted Stock Units (Details)	9 Months Ended
	Sep. 30, 2014 $ / shares shares
Shares
Restricted stock units, Outstanding at beginning of period \| shares	75,000
Restricted stock units, Forfeited \| shares	(75,000)
Restricted stock units, Outstanding at end of period \| shares	0
Weighted Average Exercise Price
Restricted stock units, Outstanding at beginning of period \| $ / shares	$ 10.20
Restricted stock units, Forfeited \| $ / shares	10.20
Restricted stock units, Outstanding at end of period \| $ / shares	$ 0

Stockholders' Equity - Additional Information (Details) - USD ($)			1 Months Ended					3 Months Ended		9 Months Ended		20 Months Ended
	Jul. 10, 2014	Apr. 05, 2013	Oct. 31, 2014	Oct. 06, 2014	Jul. 31, 2014	Jul. 11, 2014	Jan. 31, 2014	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013
Stockholders Equity Note [Line Items]
Stock based compensation expense	$ 15,003,740
Stock Issued During Period, Shares, Conversion of Convertible Securities						4,008,848
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number						621,651		1,048,087		1,048,087
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Number								3,199,651		3,199,651		467,698
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period	514,445
Common Stock, Capital Shares Reserved for Future Issuance	2,560,000
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Weighted Average Exercise Price	$ 7.20							$ 6.27		$ 6.27		$ 29.35
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period										120,265
Class of Warrant or Right, Number of Securities Called by Warrants or Rights								120,265		120,265
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term										9 years 8 months 12 days
Stockholders' Equity, Reverse Stock Split						The Companys Board of Directors and stockholders approved a 1-for-5 reverse stock split of the Companys common stock.
Fair value of options assumed						$ 758,948				$ 758,948	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares	57,953
Employee Benefits and Share-based Compensation					$ 0
Warrants and Rights Outstanding								$ 0		0
Issuance of Stock and Warrants for Services or Claims										679,447	0
Stock or Unit Option Plan Expense						$ 6,752,089
Subsequent Event [Member]
Stockholders Equity Note [Line Items]
Net proceeds raised from common stock issued in a public offering			$ 14,900,000	$ 14,900,000
Stock Issued During Period, Shares, New Issues			1,959,000	1,959,000
Additional Paid-in Capital [Member]
Stockholders Equity Note [Line Items]
Net proceeds raised from common stock issued in a public offering												$ 28,566,000
Series A Preferred Stock [Member]
Stockholders Equity Note [Line Items]
Stock Issued During Period, Shares, New Issues												44,000
Common Stock [Member]
Stockholders Equity Note [Line Items]
Stock Issued During Period, Shares, New Issues												1,630,849
Conversion of Stock, Shares Converted												440,000
Maximum [Member]
Stockholders Equity Note [Line Items]
Fair Value Assumptions, Expected Volatility Rate						102.80%
Fair Value Assumptions, Risk Free Interest Rate						2.15%
Fair Value Assumptions, Expected Term						6 years 1 month 6 days
Minimum [Member]
Stockholders Equity Note [Line Items]
Fair Value Assumptions, Expected Volatility Rate						97.33%
Fair Value Assumptions, Risk Free Interest Rate						1.66%
Fair Value Assumptions, Expected Term						5 years
Research and Development Expense [Member]
Stockholders Equity Note [Line Items]
Stock based compensation expense								1,926,473	$ 152,726	2,000,449	500,830
General and Administrative Expenses [Member]
Stockholders Equity Note [Line Items]
Stock based compensation expense								$ 5,508,048	$ 297,197	$ 6,001,584	$ 950,858
At-The-Market Common Equity Sales Program [Member] \| Common Stock [Member]
Stockholders Equity Note [Line Items]
Proceeds From The Sale Of Common Stock At Net Of Offering Costs							$ 1,763,000
Amended At-The-Market Common Equity Sales Program [Member] \| Common Stock [Member]
Stockholders Equity Note [Line Items]
Stock Issued During Period, Shares, New Issues							92,472
Restricted Stock Units (RSUs) [Member]
Stockholders Equity Note [Line Items]
Percentage Of Restricted Stock Units Vested Descriptions		Of these units, 25% vested immediately at the grant date and was expensed. The remaining 75% of the units were forfeited on July 10, 2014
Restricted Stock Units (RSUs) [Member] \| Four Employees [Member]
Stockholders Equity Note [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period		100,000
Stock Plan [Member]
Stockholders Equity Note [Line Items]
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Number								18,000		18,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant								726,792		726,792
Stock Incentive Plan [Member]
Stockholders Equity Note [Line Items]
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Number								2,560,000		2,560,000
2014 Stock Incentive Plan [Member] \| Employees [Member]
Stockholders Equity Note [Line Items]
Stock options granted	122,700

License Agreements - Additional Information (Details)	9 Months Ended
License Agreements - Additional Information (Details)	Sep. 30, 2014 USD ($)
Indiana University Research and Technology Corporation [Member]
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Potential milestone payment	$ 825,000
Indiana University Research and Technology Corporation [Member] \| Maximum [Member]
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Diligence maintenance fees Obligation	100,000
Indiana University Research and Technology Corporation [Member] \| Minimum [Member]
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Diligence maintenance fees Obligation	25,000
S.L.A. Pharma [Member]
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Potential milestone payment	20,000,000
Therabiome, LLC [Member]
Research and Development Arrangement, Contract to Perform for Others [Line Items]
Payment For Nonrefundable License Fee	$ 300,000

Commitments - Additional Information (Details) - USD ($)	1 Months Ended	9 Months Ended
	Jul. 11, 2014	Sep. 30, 2014
Chief Executive Officer [Member]
Commitments and Contingencies Disclosure [Line Items]
Annual base Salary		$ 475,000
Chief Financial Officer [Member]
Commitments and Contingencies Disclosure [Line Items]
Annual base Salary		$ 300,000
Annual performance-based bonus, percentage		50.00%
President [Member]
Commitments and Contingencies Disclosure [Line Items]
Labor and Related Expense	$ 350,000
Maximum Percentage Of Bonus From Base Salary	50.00%
Retention Bonus Payable	$ 100,000
Chief Medical Officer [Member]
Commitments and Contingencies Disclosure [Line Items]
Labor and Related Expense	290,000
Retention Bonus Payable	150,000
Chief Scientific Officer [Member]
Commitments and Contingencies Disclosure [Line Items]
Labor and Related Expense	$ 315,000
Maximum Percentage Of Bonus From Base Salary	30.00%

Subsequent Events - Additional Information (Details) - Subsequent Event [Member] - USD ($)	1 Months Ended
	Oct. 31, 2014	Oct. 06, 2014
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues	1,959,000	1,959,000
Sale of Stock, Price Per Share		$ 8.04
Percentage Of Placement Agent Fee		5.00%
Proceeds From Issuance Of Common Stock	$ 14,900,000	$ 14,900,000