0001564590-21-011340 | 10-K | XBRL Viewer | Minerva Neurosciences INC

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2020	Mar. 04, 2021	Jun. 30, 2020
Cover [Abstract]
Entity Registrant Name	Minerva Neurosciences, Inc.
Entity Central Index Key	0001598646
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Type	10-K
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	NERV
Security Exchange Name	NASDAQ
Entity Tax Identification Number	26-0784194
Entity File Number	001-36517
Entity Address, Address Line One	1601 Trapelo Road
Entity Address, Address Line Two	Suite 286
Entity Address, City or Town	Waltham
Entity Address, State or Province	MA
Entity Incorporation, State or Country Code	DE
Entity Address, Postal Zip Code	02451
City Area Code	617
Local Phone Number	600-7373
Document Transition Report	false
Documents Incorporated by Reference	Portions of the Registrant’s Definitive Proxy Statement relating to the 2021 Annual Meeting of Stockholders to be filed pursuant to Regulation 14A with the Securities and Exchange Commission are incorporated by reference into Part III of this Report. Such proxy statement will be filed with the Securities and Exchange Commission not later than 120 days following the end of the Registrant’s fiscal year ended December 31, 2020.
Document Annual Report	true
Entity Current Reporting Status	Yes
Entity Public Float			$ 141.1
Entity Common Stock, Shares Outstanding		42,721,566
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false

Consolidated Balance Sheets - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 25,356,952	$ 21,412,623
Marketable securities		24,441,520
Restricted cash	100,000	100,000
Prepaid expenses and other current assets	1,983,264	1,182,483
Total current assets	27,440,216	47,136,626
Equipment, net		16,011
Other noncurrent assets	14,808	14,808
Operating lease right-of-use assets	101,786	261,952
In-process research and development	15,200,000	15,200,000
Goodwill	14,869,399	14,869,399
Total assets	57,626,209	77,498,796
Current liabilities
Accounts payable	995,614	2,317,004
Accrued expenses and other current liabilities	2,053,409	4,139,163
Operating leases	111,229	172,901
Total current liabilities	3,160,252	6,629,068
Deferred taxes	1,803,356	1,803,356
Deferred revenue		41,175,600
Noncurrent operating leases		111,229
Total liabilities	4,963,608	49,719,253
Commitments and contingencies (Note 9)
Stockholders’ equity
Preferred stock; $.0001 par value; 100,000,000 shares authorized; none issued or outstanding as of December 31, 2020 and 2019, respectively
Common stock; $.0001 par value; 125,000,000 shares authorized; 42,721,566 and 39,084,121 shares issued and outstanding as of December 31, 2020 and 2019, respectively	4,272	3,908
Additional paid-in capital	337,453,776	314,511,853
Accumulated deficit	(284,795,447)	(286,736,218)
Total stockholders’ equity	52,662,601	27,779,543
Total liabilities and stockholders’ equity	$ 57,626,209	$ 77,498,796

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Statement Of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	125,000,000	125,000,000
Common stock, shares issued	42,721,566	39,084,121
Common stock, shares outstanding	42,721,566	39,084,121

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Revenues
Collaborative revenue	$ 41,175,600
Total revenues	41,175,600
Expenses
Research and development	22,039,440	$ 58,124,354
General and administrative	17,289,413	17,740,742
Total expenses	39,328,853	75,865,096
Gain (loss) from operations	1,846,747	(75,865,096)
Foreign exchange losses	(67,183)	(28,545)
Investment income	161,207	1,456,019
Gain (loss) before income taxes	1,940,771	(74,437,622)
Benefit for income taxes		(2,254,132)
Net Income (loss)	$ 1,940,771	$ (72,183,490)
Net income (loss) per share, basic	$ 0.05	$ (1.85)
Weighted average shares outstanding, basic	40,823,717	39,014,302
Net income (loss) per share, diluted	$ 0.05	$ (1.85)
Weighted average shares outstanding, diluted	40,916,871	39,014,302

Consolidated Statements of Stockholders' Equity - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Balance at Dec. 31, 2018	$ 90,264,769	$ 3,894	$ 304,813,603	$ (214,552,728)
Balance (in shares) at Dec. 31, 2018		38,937,971
Exercise of stock options	524,999	$ 8	524,991
Exercise of stock options (in shares)		87,500
Vesting of restricted stock units		$ 6	(6)
Vesting of restricted stock units (in shares)		58,650
Stock-based compensation	9,173,265		9,173,265
Net income (loss)	(72,183,490)			(72,183,490)
Balance at Dec. 31, 2019	$ 27,779,543	$ 3,908	314,511,853	(286,736,218)
Balance (in shares) at Dec. 31, 2019	39,084,121	39,084,121
Issuance of common stock in public offering	$ 12,550,069	$ 338	12,549,731
Issuance of common stock in public offering (in shares)		3,381,608
Costs related to issuance of common stock	(455,666)		(455,666)
Exercise of stock options	1,143,655	$ 20	1,143,635
Exercise of stock options (in shares)		198,762
Vesting of restricted stock units		$ 6	(6)
Vesting of restricted stock units (in shares)		57,075
Stock-based compensation	9,704,229		9,704,229
Net income (loss)	1,940,771			1,940,771
Balance at Dec. 31, 2020	$ 52,662,601	$ 4,272	$ 337,453,776	$ (284,795,447)
Balance (in shares) at Dec. 31, 2020	42,721,566	42,721,566

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net income (loss)	$ 1,940,771	$ (72,183,490)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Impairment of in-process research and development		19,000,000
Depreciation and amortization	16,011	17,467
Accretion of marketable securities premium	(86,774)	(764,057)
Amortization of right-of-use assets	160,166	144,040
Stock-based compensation expense	9,704,229	9,173,265
Deferred taxes		(2,254,132)
Changes in operating assets and liabilities
Prepaid expenses and other current assets	(800,781)	723,266
Accounts payable	(1,321,390)	517,338
Accrued expenses and other current liabilities	(2,085,754)	2,329,631
Operating lease liabilities, current	(61,672)	37,351
Deferred revenue	(41,175,600)
Operating lease liabilities, noncurrent	(111,229)	(172,902)
Net cash used in operating activities	(33,822,023)	(43,432,223)
Cash flows from investing activities:
Purchases of marketable securities	(3,871,706)	(61,094,024)
Proceeds from the maturity and redemption of marketable securities	28,400,000	75,179,000
Net cash provided by investing activities	24,528,294	14,084,976
Cash flows from financing activities:
Proceeds from sales of common stock in public offering	12,550,069
Fees paid in connection with public offering	(455,666)
Proceeds from exercise of stock options	1,143,655	524,999
Net cash provided by financing activities	13,238,058	524,999
Net increase (decrease) in cash, cash equivalents, and restricted cash	3,944,329	(28,822,248)
Cash, cash equivalents, and restricted cash
Beginning of period	21,512,623	50,334,871
End of period	25,456,952	21,512,623
Reconciliation of the Condensed Consolidated Statements of Cash Flows to the Condensed Consolidated Balance Sheets
Cash and cash equivalents	25,356,952	21,412,623
Restricted cash	100,000	100,000
Total cash, cash equivalents, and restricted cash	$ 25,456,952	$ 21,512,623

Nature of Operations and Liquidity

12 Months Ended

Dec. 31, 2020

Nature Of Operations And Liquidity Disclosure [Abstract]

Nature of Operations and Liquidity

NOTE 1 — NATURE OF OPERATIONS AND LIQUIDITY

Nature of Operations

Minerva Neurosciences, Inc. (“Minerva” or the “Company”) is a clinical-stage biopharmaceutical company focused on the development and commercialization of product candidates to treat patients suffering from central nervous system diseases (“CNS”). The Company’s lead product candidate is roluperidone (f/k/a MIN-101), a compound the Company is developing for the treatment of negative symptoms in patients with schizophrenia, and MIN-301, a compound the Company is developing for the treatment of Parkinson’s disease. In addition, Minerva has been co-developing seltorexant (f/k/a MIN-202 or JNJ-42847922) with Janssen Pharmaceutica NV (“Janssen”) for the treatment of insomnia disorder and adjunctive treatment of Major Depressive Disorder (“MDD”). During 2020 Minerva exercised its right to opt out of the joint development agreement with Janssen for the future development of seltorexant. As a result, the Company will be entitled to collect a royalty on worldwide sales of seltorexant in certain indications in the mid-single digits, with no further financial obligations to Janssen. In January 2021, the Company sold its rights to these potential royalties to Royalty Pharma.

The Company holds the license to roluperidone from Mitsubishi Tanabe Pharma Corporation (“MTPC”) with the rights to develop, sell and import roluperidone globally, excluding most of Asia. The Company also has exclusive rights to develop and commercialize MIN-301.

Liquidity

The accompanying financial statements have been prepared as though the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has limited capital resources and has incurred recurring operating losses and negative cash flows from operations since inception. As of December 31, 2020, the Company has an accumulated deficit of approximately $284.8 million and net cash used in operating activities was approximately $33.8 million during the year ended December 31, 2020. Management expects to continue to incur operating losses and negative cash flows from operations. The Company has financed its operations to date from proceeds from the sale of common stock, warrants, loans and convertible promissory notes.

As of December 31, 2020, the Company had cash, cash equivalents, and restricted cash of $25.5 million. In January 2021, Royalty Pharma acquired Minerva’s royalty interest in seltorexant for an upfront payment of $60 million and up to $95 million in additional milestone payments. The future milestone payments to Minerva will be contingent on the achievement of certain clinical, regulatory and commercialization milestones for seltorexant by Janssen. Seltorexant is currently in Phase 3 development for the treatment of major depressive disorder (MDD) with insomnia symptoms by Janssen. The Company believes that with the upfront payment of $60 million, its existing cash, cash equivalents, and restricted cash will be sufficient to meet its cash commitments for at least the next 12 months after the date that the financial statements are issued. The process of drug development can be costly and the timing and outcomes of clinical trials is uncertain. The assumptions upon which the Company has based its estimates are routinely evaluated and may be subject to change. The actual amount of the Company’s expenditures will vary depending upon a number of factors including but not limited to the design, timing and duration of future clinical trials, the progress of the Company’s research and development programs, the infrastructure to support a commercial enterprise, the cost of a commercial product launch, and the level of financial resources available. The Company has the ability to adjust its operating plan spending levels based on the timing of future clinical trials, which will be predicated upon adequate funding to complete the trials.

During the 12 months ended December 31, 2020, the Company issued and sold 3,381,608 shares of the Company's common stock under the Open Market Sale Agreement (the “Sales Agreement”) with Jefferies, LLC (“Jefferies”). The shares were sold at an average price of $3.7113 per share for aggregate net proceeds to the Company of approximately $12.1 million, after deducting sales commissions and offering costs payable by the Company.

The Company will need to raise additional capital in order to continue to fund operations and fully fund later stage clinical development programs. The Company believes that it will be able to obtain additional working capital through equity financings or other arrangements to fund future operations; however, there can be no assurance that such additional financing, if available, can be obtained on terms acceptable to the Company. If the Company is unable to obtain such additional financing, future operations would need to be scaled back or discontinued.

Significant Risks and Uncertainties

Litigation

On December 8, 2020 and January 11, 2021, purported stockholders of the Company filed two putative securities class action complaints in the United States District Court for the District of Massachusetts, entitled McCoy v. Minerva Neurosciences, Inc., et al., No. 1:20-cv-12176 and Ao v. Minerva Neurosciences, Inc. et al., No. 1:21-cv-10051, respectively, against the Company and the Company’s Chairman and Chief Executive Officer (collectively, the “Defendants"). The complaints are nearly identical and allege that the Defendants made material false and/or misleading statements regarding the development of the Company’s drug candidate roluperidone purportedly causing losses to investors who acquired the Company’s common stock between May 15, 2017 and November 30, 2020. The complaints do not quantify any alleged damages but, in addition to attorneys' fees and costs, plaintiffs seek to recover damages on behalf of themselves and others who acquired the Company’s stock during the putative class period at allegedly inflated prices and purportedly suffered financial harm as a result. On February 8, 2021, three putative lead plaintiffs filed motions to consolidate the cases and to appoint a lead plaintiff. Two of the putative lead plaintiffs withdrew their motions on February 22, 2021. The defendants’ response to the complaints is stayed pending consolidation and resolution of the lead plaintiff motions. We dispute these claims and intend to defend the matter vigorously. Given the uncertainty of litigation, the preliminary stage of the case, and the legal standards that must be met for, among other things, class certification and success on the merits, we cannot estimate the reasonably possible loss or range of loss that may result from this action.

COVID-19 Pandemic

The Company’s business could be adversely affected by the effects of the ongoing COVID-19 pandemic, which continues to have a negative impact on the local, regional, national and global scale. In response to the pandemic, a number of jurisdictions in which the Company or its service providers operate implemented shelter-in-place or similar type restrictions, which limited on-site activity to certain service providers. Additionally, the Company’s headquarters are located in Massachusetts, which implemented such restrictions. In response, the Company implemented work-from-home policies for its employees, which continue to be in effect. While certain jurisdictions, including Massachusetts, have begun a phased re-opening of businesses and governmental agencies, there remain limitations on the physical operations of businesses and prohibitions on certain non-essential gatherings, and it is unclear if such phased re-openings will continue or be rolled back, and there is uncertainty about when, if, or how the Company’s workforce may return. The effects of the state executive order, local shelter-in-place orders, government-imposed quarantines and the Company’s work-from-home policies, including the uncertainty about their duration, may negatively impact productivity, disrupt our business and delay the clinical programs and timelines.

While the COVID-19 pandemic has not had a material adverse impact on the Company’s operations to date, this disruption, if sustained or recurrent, could have a material adverse effect on the Company’s operating results, its ability to raise capital needed to develop and commercialize products and the Company’s overall financial condition. In addition, a recession or market correction resulting from the spread of the coronavirus could materially affect the value of the Company’s common stock. The impact of the COVID-19 pandemic may also exacerbate other risks discussed in this Annual Report on Form 10-K. Refer to Item 1A. “Risk Factors” in this Annual Report on Form 10-K for a complete description of the material risks that the Company currently faces.

Significant Accounting Policies

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Significant Accounting Policies

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. From its inception, the Company has devoted substantially all of its efforts to business planning, engaging regulatory, manufacturing and other technical consultants, planning and executing clinical trials and raising capital.

Consolidation

The accompanying consolidated financial statements include the results of the Company and its wholly-owned subsidiaries, Mind-NRG Sarl and Minerva Neurosciences Securities Corporation. Intercompany transactions have been eliminated.

Significant risks and uncertainties

The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not limited to: the results of clinical testing and trial activities of the Company’s products, the Company’s ability to obtain regulatory approval to market its products, competition from products manufactured and sold or being developed by other

companies, the price of, and demand for, Company products, the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital.

The Company currently has no commercially approved products and there can be no assurance that the Company’s research and development will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and consultants and obtaining and protecting intellectual property.

Use of estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

Cash equivalents include short-term, highly-liquid instruments, consisting of money market accounts and short-term investments with maturities from the date of purchase of 90 days or less. The majority of cash and cash equivalents are maintained with major financial institutions in North America. Deposits with these financial institutions may exceed the amount of insurance provided on such deposits. These deposits may be redeemed upon demand which reduces counterparty performance risk.

Restricted cash

Cash accounts with any type of restriction are classified as restricted. The Company maintained restricted cash balances as collateral for corporate credit cards in the amount of $0.1 million at December 31, 2020 and 2019.

Marketable securities

Marketable securities consisted of corporate and U.S. government debt securities. Based on the Company’s intentions regarding its marketable securities, all marketable securities were classified as held-to-maturity and were carried under the amortized cost approach. The Company’s investments in marketable securities were classified as Level 2 within the fair value hierarchy. As of December 31, 2020, all marketable securities have matured or been redeemed. The following table provides the amortized cost basis, aggregate fair value, unrealized gains/losses, and the net carrying value of investments in held-to-maturity securities as of December 31, 2019:

	December 31, 2019
	Amortized Cost		Aggregate Fair Value		Unrealized Gains		Unrealized Losses			Net Carrying Value
Marketable securities:
Corporate bonds/notes	$	2,701,114	$	2,700,678	$	436	$	—		$	2,701,114
Commercial paper		19,245,921		19,245,921		—		—			19,245,921
U.S. government agency securities		2,494,485		2,495,675		—		(1,190	)		2,494,485
Marketable securities total	$	24,441,520	$	24,442,274	$	436	$	(1,190	)	$	24,441,520

Research and development costs

Costs incurred in connection with research and development activities are expensed as incurred. These costs include licensing fees to use certain technology in the Company’s research and development projects as well as fees paid to consultants and various entities that perform certain research and testing on behalf of the Company and costs related to salaries, benefits, bonuses and stock-based compensation granted to employees in research and development functions. The Company determines expenses related to clinical studies based on estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and contract research organizations (“CROs”) that conduct and manage clinical studies on its behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of clinical trial milestones. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the accrual is adjusted accordingly. The expenses for some trials may be recognized on a straight-line basis if the anticipated costs are expected to

be incurred ratably during the period. Payments for these activities are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the consolidated financial statements as prepaid or accrued expenses.

In-process research and development

In-process research and development (“IPR&D”) assets represent capitalized incomplete research projects that the Company acquired through business combinations. Such assets are initially measured at their acquisition date fair values. The initial fair values of the research projects are recorded as intangible assets on the balance sheet, rather than expensed, regardless of whether these assets have an alternative future use.

The amounts capitalized are being accounted for as indefinite-lived intangible assets, subject to impairment testing, until completion or abandonment of research and development efforts associated with the project. An IPR&D asset is considered abandoned when it ceases to be used (that is, research and development efforts associated with the asset have ceased, and there are no plans to sell or license the asset or derive defensive value from the asset). At that point, the asset is considered to be disposed of and is written off. Upon successful completion of each project, the Company will make a determination about the then remaining useful life of the intangible asset and begin amortization. The Company tests its indefinite-lived intangibles, IPR&D assets, for impairment annually on November 30 and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. When testing indefinite-lived intangibles for impairment, the Company may assess qualitative factors for its indefinite-lived intangibles to determine whether it is more likely than not (that is, a likelihood of more than 50 percent) that the asset is impaired. Alternatively, the Company may bypass this qualitative assessment for some or all of its indefinite-lived intangibles and perform the quantitative impairment test that compares the fair value of the indefinite-lived intangible asset with the asset’s carrying amount. There was no impairment of the Mind-NRG IPR&D asset for the years ended December 31, 2020 or 2019.

Impairment of MIN-117 In-process Research and Development Asset.

As a result of the Company’s Phase 2b trial of MIN-117 in adult patients suffering from moderate to severe MDD not meeting its primary and key secondary endpoints and the Company’s decision not to further the clinical development of MIN-117 in MDD, the Company determined that the MIN-117 IPR&D was fully impaired and recognized a $19.0 million expense, which was included as a component of research and development expense, during the year ended December 31, 2019.

Stock-based compensation

The Company recognizes compensation cost relating to stock-based payment transactions using a fair-value measurement method, which requires all stock-based payments to employees, including grants of employee stock options, to be recognized in operating results as compensation expense based on fair value over the requisite service period of the awards. The Company determines the fair value of stock-based awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate fair value. The method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield, and expected life of the options. Forfeitures are recorded as they occur instead of estimating forfeitures that are expected to occur. The fair value of restricted stock units (“RSUs”) is equal to the closing price of the Company’s common stock on the date of grant.

An accounting policy change was made by the Company related to the accounting for non-employee awards on January 1, 2019 as a result of the adoption of ASU No. 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting for which the Company now accounts for non-employee awards in the same manner as employee awards.

The date of expense recognition for grants to non-employees is the earlier of the date at which a commitment for performance by the counterparty to earn the equity instrument is reached or the date at which the counterparty’s performance is complete. The Company determines the fair value of stock-based awards granted to non-employees similar to the way fair value of awards are determined for employees except that certain assumptions used in the Black-Scholes option-pricing model, such as expected life of the option, may be different.

Foreign currency transactions

The Company’s functional currency is the U.S. Dollar. The Company pays certain vendor invoices in the respective foreign currency. The Company records an expense in U.S. Dollars at the time the liability is incurred. Changes in the applicable foreign currency rate between the date an expense is recorded and the payment date is recorded as a foreign currency gain or loss.

Income (loss) per share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period. Diluted net income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in the earnings of the entity. The treasury stock method is used to determine the dilutive effect of the Company’s stock options and warrants.

Income taxes

Deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Uncertain tax positions are evaluated and if appropriate, the amount of unrecognized tax benefits are recorded within deferred tax assets. Deferred tax assets are evaluated for realization based on a more-likely-than-not criterion in determining if a valuation allowance should be provided. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.

The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. The Company has elected to treat interest and penalties, to the extent they arise, as a component of income tax expense. There was no interest or penalties related to income taxes for the years ended December 31, 2020 or 2019. Income tax years beginning in 2012 for federal and state purposes are generally subject to examination by taxing authorities, although net operating losses from all prior years are subject to examinations and adjustments for at least three years following the year in which the tax attributes are utilized.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash, cash equivalents and marketable securities. The Company maintains its cash and cash equivalent balances in the form of business checking accounts and money market accounts, the balances of which, at times, may exceed federally insured limits. Exposure to cash and cash equivalents credit risk is reduced by placing such deposits with major financial institutions and monitoring their credit ratings. Marketable securities consist primarily of corporate bonds, with fixed interest rates. Exposure to credit risk of marketable securities is reduced by maintaining a diverse portfolio and monitoring their credit ratings.

Equipment

Equipment is stated at cost less accumulated depreciation. Equipment is depreciated on the straight-line basis over their estimated useful lives of three years. Expenditures for maintenance and repairs are charged to expense as incurred.

Leases

Effective January 1, 2019, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 842, Leases (“ASC 842”), using the required modified retrospective approach and utilizing the effective date as its date of initial application, for which prior periods are presented in accordance with the previous guidance in ASC 840, Leases (“ASC 840”).

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement. Most leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company has elected not to recognize on the balance sheet leases with terms of 12 months or less. The Company typically only includes an initial lease term in its assessment of a lease arrangement. Options to renew a lease are not included in the Company’s assessment unless there is reasonable certainty that the Company will renew. The Company monitors its plans to renew its material leases on a quarterly basis.

Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the right-of-use asset may be required for items such as incentives received. The interest rate implicit in the Company’s leases is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rate, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term and in a similar economic environment. In transition to ASC 842, the Company utilized the remaining lease term of its leases in determining the appropriate incremental borrowing rates.

In accordance with ASC 842, components of a lease should be allocated between lease components (e.g., land, building, etc.) and non-lease components (e.g., common area maintenance, consumables, etc.). The fixed and in-substance fixed contract consideration (including any consideration related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.

Although separation of lease and non-lease components is required, certain expedients are available. Entities may elect the practical expedient to not separate lease and non-lease components by class of underlying asset where entities would account for each lease component and the related non-lease component together as a single component. For new and amended leases beginning in 2019 and after, the Company has elected to account for the lease and non-lease components for leases for classes of all underlying assets and allocate all of the contract consideration to the lease component only.

Long-lived assets

The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. If required, the Company compares the estimated undiscounted future net cash flows to the related asset’s carrying value to determine whether there has been an impairment. If an asset is considered impaired, the asset is written down to fair value, which is based either on discounted cash flows or appraised values in the period the impairment becomes known. The Company believes that all long-lived assets are recoverable, and no impairment was deemed necessary at December 31, 2020 and 2019.

Goodwill

The Company tests its goodwill for impairment annually, or whenever events or changes in circumstances indicate an impairment may have occurred, by comparing its reporting unit’s carrying value to its fair value. Impairment may result from, among other things, deterioration in the performance of the acquired business, adverse market conditions, adverse changes in applicable laws or regulations and a variety of other circumstances. If the Company determines that an impairment has occurred, it is required to record a write-down of the carrying value and charge the impairment as an operating expense in the period the determination is made. In evaluating the recoverability of the carrying value of goodwill, the Company must make assumptions regarding estimated future cash flows and other factors to determine the fair value of the acquired assets. Changes in strategy or market conditions could significantly impact those judgments in the future and require an adjustment to the recorded balances. The Company tested its goodwill for impairment as of November 30. There was no impairment of goodwill for the years ended December 31, 2020 or 2019.

Fair value of financial instruments

The Company provides disclosure of financial assets and financial liabilities that are carried at fair value based on the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements may be classified based on the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities using the following three levels:

Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 — Unobservable inputs that reflect the Company’s estimates of the assumptions that market participants would use in pricing the asset or liability. The Company develops these inputs based on the best information available, including its own data.

The following tables present information about the Company’s cash equivalents and marketable securities as of December 31, 2020 and 2019, measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value:

	December 31, 2020
	Total		Level 1		Level 2		Level 3
Cash equivalents	$	21,992,701	$	21,992,701	$	—	$	—
Total fair value	$	21,992,701	$	21,992,701	$	—	$	—

	December 31, 2019
	Total		Level 1		Level 2		Level 3
Cash equivalents	$	17,385,141	$	16,187,361	$	1,197,780	$	—
Marketable securities		24,442,274		—		24,442,274		—
Total fair value	$	41,827,415	$	16,187,361	$	25,640,054	$	—

Marketable securities consists of corporate and U.S. government debt securities maturing in four months or less. Based on the Company’s intentions regarding its marketable securities, all marketable securities are classified as held-to-maturity and are carried under the amortized cost approach. Marketable securities are valued using models or other valuation methodologies that use Level 2 inputs. These models are primarily industry-standard models that consider various assumptions, including time value, yield curve, volatility factors, default rates, current market and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.

The carrying amounts of cash, restricted cash, accounts payable, and accrued liabilities approximate fair value because of their short-term nature.

Revenue recognition

The Company applies the revenue recognition guidance in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred and title has passed, the price is fixed or determinable, and collectability is reasonably assured. The Company is a development stage company and has had no revenues from product sales to date.

When the Company enters into an arrangement that meets the definition of a collaboration under ASC 808, Collaborative Arrangements, the Company recognizes revenue as research and development is performed and its respective share of the expenses are incurred. The Company assesses whether the arrangement contains

multiple elements or deliverables, which may include (1) licenses to the Company's technology, (2) research and development activities performed for the collaboration partner, and (3) participation on Joint Steering Committees. Payments may include non-refundable, upfront payments, milestone payments upon achieving significant development events, and royalties on future sales. Each required deliverable is evaluated to determine whether it qualifies as a separate unit of accounting based on whether the deliverable has “stand-alone value” to the customer. The arrangement’s consideration is then allocated to each separate unit of accounting based on the relative selling price of each deliverable. The estimated selling price of each deliverable is determined using the following hierarchy of values: (i) vendor-specific objective evidence of fair value, (ii) third-party evidence of selling price, and (iii) best estimate of selling price. The best estimate of selling price reflects the Company’s best estimate of what the selling price would be if the deliverable was regularly sold by the Company on a stand-alone basis. The consideration allocated to each unit of accounting is then recognized as the related goods or services are delivered, limited to the consideration that is not contingent upon future deliverables. Supply or service transactions may involve the charge of a nonrefundable initial fee with subsequent periodic payments for future products or services. The up-front fees, even if nonrefundable, are recognized as revenue as the products and/or services are delivered and performed over the term of the arrangement. During the year ended December 31, 2020, the Company recognized $41.2 million in collaborative revenue as a result of opting out of its agreement with Janssen (see Note 5).

Deferred revenue

The Company applies the revenue recognition guidance in accordance with ASC 606. Using ASC 606, revenue that is unearned is deferred. Deferred revenue that is expected to be recognized as revenue more than one year subsequent to the balance sheet date is classified as long-term deferred revenue.

Segment information

Operating segments are defined as components of an enterprise (business activity from which it earns revenue and incurs expenses) about which discrete financial information is available and regularly reviewed by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company’s chief decision maker, who is the Chief Executive Officer, reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company views its operations and manages its business as one operating segment.

Comprehensive loss

The Company had no items of comprehensive loss other than its net loss for each period presented.

Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the FASB and are adopted by the Company as of the specified effective date.

Recently adopted accounting pronouncements

In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606. This update is intended to clarify that certain transactions between collaborative arrangement participants should be accounted for as revenue under Topic 606. The Company adopted the new standard on January 1, 2020.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350). The new standard simplifies the test for goodwill impairment. The Company adopted the new standard on January 1, 2020.

Accrued Expenses and Other Liabilities

12 Months Ended

Dec. 31, 2020

Payables And Accruals [Abstract]

Accrued Expenses and Other Liabilities

NOTE 3 — ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consist of the following:

	Year Ended December 31,
	2020		2019
Research and development costs and other accrued expenses	$	1,880,552	$	3,824,950
Accrued Severance		31,876		—
Professional fees		140,981		314,213
	$	2,053,409	$	4,139,163

Net Income (Loss) Per Share of Common Stock

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

Net Income (Loss) Per Share of Common Stock

NOTE 4 — NET INCOME (LOSS) PER SHARE OF COMMON STOCK

Basic income (loss) per share is calculated by dividing the net income (loss) by the weighted average number of shares of common stock outstanding. Diluted income per share is computed by dividing the net income by the weighted average number of shares of common stock outstanding, plus potential outstanding common stock for the period. Potential outstanding common stock includes stock options and shares underlying RSUs, but only to the extent that their inclusion is dilutive. The following table sets forth the computation of basic and diluted income (loss) per share for common stockholders:

	Year Ended December 31,
	2020		2019
Net income (loss)	$	1,940,771	$	(72,183,490	)
Weighted average shares of common stock outstanding - basic		40,823,717		39,014,302
Dilutive effect		93,154		—
Weighted average shares of common stock outstanding - diluted		40,916,871		39,014,302
Net income (loss) per ordinary share:
Basic	$	0.05	$	(1.85	)
Diluted	$	0.05	$	(1.85	)

The following securities outstanding at December 31, 2020 and 2019 have been excluded from the calculation of weighted average shares outstanding as their effect on the calculation of loss per share is antidilutive:

	Year Ended December 31,
	2020		2019
Common stock options		8,602,722		9,040,328
Restricted stock units		—		68,650
Common stock warrants		40,790		40,790

Co-Development and License Agreement

12 Months Ended

Dec. 31, 2020

Co Development And License Agreement Disclosure [Abstract]

Co-Development and License Agreement

NOTE 5 — CO-DEVELOPMENT AND LICENSE AGREEMENT

On February 13, 2014, the Company signed a co-development and license agreement (the “Agreement”) with Janssen, which became effective upon completion of the Company’s initial public offering and provided for the payment of a $22.0 million license fee by the Company. Under the Agreement, Janssen, the licensor, granted the Company an exclusive license, with the right to sublicense, in the Minerva Territory, under (i) certain patent and patent applications to sell products containing any orexin 2 compound, controlled by the licensor and claimed in a licensor patent right as an active ingredient, and (ii) seltorexant for any use in humans.

The Company has accounted for the Agreement as a joint risk-sharing collaboration in accordance with ASC 808, Collaborative Arrangements.

In June 2017, the Company entered into an amendment (“the Amendment”) to the Agreement, which became effective on August 29, 2017. Under the Amendment, Janssen waived its right to royalties on seltorexant insomnia sales in the Minerva Territory and made an upfront payment to the Company of $30 million and agreed to waive development payments from the Company until completion of the Phase 2b development milestone, referred to as “Decision Point 4”.

Top-line results have been reported from three Phase 2b trials and one Phase 1b trial with seltorexant.

On June 30, 2020, the Company exercised its right to opt out of the Agreement with Janssen pursuant to a Settlement Agreement with Janssen dated June 24, 2020 (the “Settlement Agreement”), which became effective upon exercise of the opt out, pursuant to which the Company and Janssen resolved certain disputes under the Agreement. Under the Settlement Agreement, the Company agreed not to assert that Decision Point 4 has not been reached, Janssen waived the requirement that opt-out occur after Decision Point 4 in order for the Company to receive a royalty on sales of seltorexant after opt-out, and the Company and Janssen agreed to waive any payments to the other with respect to development costs for seltorexant. As a result of the exercise of its right to opt out of the Agreement with Janssen, the Agreement is deemed to have been terminated effective as of October 2, 2019. The Company will be entitled to collect a royalty on worldwide sales of seltorexant in certain indications in the mid-single digits, with no further financial obligations to Janssen.

As a result of opting out of the Agreement with Janssen, the Company recognized $41.2 million in collaborative revenue during the second quarter of 2020 which had previously been included on the balance sheet under deferred revenue. The $41.2 million in collaborative revenue represents the $30 million payment made by Janssen and $11.2 million in previously accrued collaborative

expenses forgiven by Janssen upon the effective date of the Amendment. The Company does not have any future performance obligations under the agreement and would recognize any future royalty revenues in the periods of the sale of the related products.

On January 19, 2021, The Company announced an agreement with Royalty Pharma under which Royalty Pharma acquired Minerva’s royalty interest in seltorexant for an upfront payment of $60 million and up to an additional $95 million in additional milestone payments. These milestone payments are contingent upon the achievement of certain clinical, regulatory and commercial milestones for seltorexant by Janssen or any other party in the event that Janssen sells seltorexant.

Stockholders' Equity

12 Months Ended

Dec. 31, 2020

Stockholders Equity Note [Abstract]

Stockholders' Equity

NOTE 6 — STOCKHOLDERS’ EQUITY

At-the-Market Equity Offering Program

On August 10, 2018, the Company entered into the Sales Agreement with Jefferies pursuant to which the Company may offer and sell, from time to time, through Jefferies, up to $50.0 million in shares of the Company's common stock, by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. During the year ended December 31, 2020, the Company issued and sold 3,381,608 shares of the Company's common stock under the Sales Agreement. The shares were sold at an average price of $3.7113 per share for aggregate net proceeds to the Company of approximately $12.1 million, after deducting sales commissions and offering costs payable by the Company.

Term Loan Warrants

In connection with the Company’s former Loan and Security Agreement with Oxford Finance LLC and Silicon Valley Bank (the “Lenders”), which provided for term loans to the Company in an aggregate principal amount of up to $15 million in two tranches on January 15, 2016, the Company issued the Lenders warrants to purchase 40,790 shares of common stock at a per share exercise price of $5.516. The warrants are immediately exercisable upon issuance, and other than in connection with certain mergers or acquisitions, will expire on the ten-year anniversary of the date of issuance. The fair value of the warrants was estimated at $0.2 million using a Black-Scholes model and assuming: (i) expected volatility of 100.8%, (ii) risk free interest rate of 1.83%, (iii) an expected life of 10 years and (iv) no dividend payments. The fair value of the warrants was included as a discount to the term loans drawn at such time and also as a component of additional paid-in capital and were amortized to interest expense over the term of the loan. Although the term loans were repaid in August 2018, all related warrants were outstanding and exercisable as of December 31, 2020.

Stock Award Plan and Stock-Based Compensation

12 Months Ended

Dec. 31, 2020

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock Award Plan and Stock-Based Compensation

NOTE 7 — STOCK AWARD PLAN AND STOCK-BASED COMPENSATION

In December 2013, the Company adopted the 2013 Equity Incentive Plan (as subsequently amended and restated, the “Plan”), which provides for the issuance of options, stock appreciation rights, stock awards and stock units. Pursuant to Nasdaq listing rules, the Company issued inducement awards in December 2017 to the Company’s President outside of the Plan in the form of an option to purchase 775,000 shares of the Company’s common stock and a RSU award to purchase 40,000 shares of the Company’s common stock. As of September 30, 2020, all remaining inducement awards have been canceled or expired. In June 2020, the Company increased the aggregate number of shares of common stock authorized for issuance under the Plan by 2,000,000 shares. Stock option activity for employees and non-employees for the year ended December 31, 2020 is as follows:

	Shares Issuable Pursuant to Stock Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Terms (years)		Total Intrinsic Value (in thousands)
Outstanding January 1, 2020		9,040,328		$	6.98		7.3	$	7,420

Granted		3,003,344		$	5.86
Exercised		(198,762	)	$	5.75
Forfeited		(1,689,031	)	$	7.20
Expired		(105,356	)	$	9.63
Outstanding December 31, 2020		10,050,523		$	6.60		7.0	$	—
Exercisable December 31, 2020		6,341,404		$	6.80		6.0	$	—
Available for future grant		157,616

The weighted average grant-date fair value of stock options outstanding on December 31, 2020 was $4.15 per share. Total unrecognized compensation costs related to non-vested stock options at December 31, 2020 were approximately $11.3 million and are expected to be recognized within future operating results over a weighted-average period of 2.01 years. The total intrinsic value of the options exercised during the years ended December 31, 2020 and 2019 was approximately $0.9 million and $0.2 million, respectively.

The expected term of the employee-related options was estimated using the “simplified” method as defined by the SEC’s Staff Accounting Bulletin No. 107, Share-Based Payment. The volatility assumption was determined by examining the historical volatilities for industry peer companies, as the Company did not have sufficient trading history for its common stock. The risk-free interest rate assumption is based on the U.S. Treasury instruments, the term of which was consistent with the expected term of the options. The dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has never paid dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future. Accordingly, the Company has assumed no dividend yield for purposes of estimating the fair value of the options

The Company uses the Black-Scholes model to estimate the fair value of stock options granted. For stock options granted during the years ended December 31, 2020 and 2019, the Company utilized the following assumptions:

	Year Ended December 31,
	2020		2019
Expected term (years)	5.5-6.25		5.5-6.25
Risk free interest rate	0.37%-0.54%		1.78%-1.96%
Volatility	68%-72%		69%-78%
Dividend yield	0%		0%
Weighted average grant date fair value per share of common stock	$	1.78	$	4.21

RSU activity under the Plan for the year ended December 31, 2020 is as follows:

	RSUs			Weighted- Average Grant Date Fair Value
Unvested January 1, 2020		68,650		$	11.29
Granted		—		$	—
Vested		(57,075	)	$	12.15
Forfeited		(11,575	)	$	7.06
Unvested December 31, 2020		—		$	—

RSUs awarded to employees generally vest one‑fourth per year over four years from the anniversary of the date of grant, provided the employee remains continuously employed with the Company. Shares of the Company’s stock are delivered to the employee upon vesting, subject to payment of applicable withholding taxes. The fair value of RSUs is equal to the closing price of the Company’s common stock on the date of grant. Total unrecognized compensation costs related to non-vested RSUs at December 31, 2020 was zero. The total fair value of RSUs vested, as of their respective vesting dates, during the years ended December 31, 2020 and 2019 was approximately $0.2 million and $0.4 million, respectively.

The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations:

	Year Ended December 31,
	2020		2019
Research and development	$	3,026,056	$	2,646,210
General and administrative		6,678,173		6,527,055
Total	$	9,704,229	$	9,173,265

Income Taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 8 — INCOME TAXES

The provision for federal, foreign and state income taxes for the years ended December 31, 2020 and 2019 are as follows:

	Year Ended December 31,
	2020		2019
Current income tax provision (benefit)
Federal	$	—	$	—
Foreign		—		—
State		—		—
Deferred income tax provision (benefit)
Federal		—		(2,119,709	)
Foreign		—		—
State		—		(134,423	)
Total income tax provision (benefit)	$	—	$	(2,254,132	)

Net deferred tax assets (liabilities) as of December 31, 2020 and 2019 consist of the following:

	Year Ended December 31,
	2020			2019
Deferred tax assets:
Net operating loss carryforwards	$	27,962,495		$	20,988,129
Research and development tax credits		145,115			145,115
Capitalized research and development costs		31,036,403			29,446,106
Stock-based compensation		9,507,000			7,518,780
Deferred start-up and license costs		4,724,696			5,327,213
Deferred revenue		—			11,249,174
Other		2,938			2,319
Total deferred tax assets		73,378,647			74,676,836
Deferred tax asset valuation allowance		(71,028,174	)		(72,324,255	)
Net deferred tax assets		2,350,473			2,352,581
Deferred tax liabilities:
In-process research and development		(4,152,640	)		(4,152,640	)
Other		(1,189	)		(3,297	)
Total deferred tax liabilities		(4,153,829	)		(4,155,937	)
Total	$	(1,803,356	)	$	(1,803,356	)

A reconciliation between the Company’s effective tax rate and the federal statutory rate for the years ended December 31, 2020 and 2019 are as follows:

	Year Ended December 31,
	2020			2019
Federal statutory rate		21.00	%		(21.00	%)
Permanent differences		4.38	%		(0.37	%)
State income taxes		0.00	%		0.00	%
Valuation allowance		(25.38	%)		24.39	%
Effective tax rate		0.00	%		3.03	%

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical losses and the uncertainty of future taxable income over the periods which the Company will realize the benefits of its net deferred tax assets, management believes it is more likely than not that the Company will not realize the benefits on the balance of its net deferred tax asset and, accordingly, the Company has established a full valuation allowance on its net deferred tax assets. The valuation allowance decreased by approximately $1.3 million and increased by approximately $17.6 million during the years ended December 31, 2020 and 2019, respectively.

As of December 31, 2020, the Company had approximately $102.8 million of federal net operating losses that will begin to expire in 2030. Of the total federal net operating loss, approximately $48.9 million has an unlimited carryforward and therefore will not expire. As of December 31, 2020, the Company had approximately $7.7 million of New Jersey and approximately $90.9 million of Massachusetts operating losses that will begin to expire in 2029 and 2034, respectively. As of December 31, 2020, the Company had approximately $0.2 million of federal research and development credits that will begin to expire in 2027.

The Coronavirus Aid, Relief and Economic Security Act (the "CARES Act") was enacted in the United States on March 27, 2020. The CARES act is a $2 trillion relief package comprising a combination of tax provisions and other stimulus measures, including provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carry back periods, alternative minimum tax credit refunds, modifications to the interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. For the year ended December 31, 2020, the company did not require application or modification of its tax positions in relation to the tax provisions of the CARES Act.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending income tax examinations. The Company’s tax years are still open under statute from 2017 to present.

As of December 31, 2020 and 2019, the Company had no liability recorded for unrecognized tax benefit. The Company classifies penalties and interest expense related to income tax liabilities as an income tax expense. There were no interest and penalties recognized in the statements of operations for the years ended December 31, 2020 and 2019, or accrued on the balance sheets as of December 31, 2020 and 2019.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2020

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

NOTE 9 — COMMITMENTS AND CONTINGENCIES

Legal Proceedings

Leases

Please refer to Note 10, for the Company’s current lease commitments.

Leases

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Leases

NOTE 10 — LEASES

Operating leases

On October 2, 2017, the Company entered into an office sublease agreement (the “Sublease”) with Profitect, Inc. (the “Sublandlord”) to sublease approximately 5,923 rentable square feet of office space located at 1601 Trapelo Road, Waltham, MA 02451 (the “Premises”). The term of the Sublease began on November 1, 2017 and will expire on July 31, 2021 (the “Term”), with a monthly rental rate starting at $14,808 and escalating to a maximum monthly rental rate of $16,288 in the final 12 months of the Term. The Sublandlord provided the Premises to the Company free of charge for the first two months of the Term. The Company will recognize the remaining expense in accordance with ASC 842.

Throughout the Term, the Company is responsible for paying certain costs and expenses, in addition to the rent, as specified in the Sublease, including a proportionate share of applicable taxes, operating expenses and utilities. In applying the ASC 842 transition guidance, the Company retained the classification of this Sublease as operating and recorded a lease liability and a right-of-use asset on the ASC 842 effective date.

The following table contains a summary of the Sublease costs recognized under ASC 842 and other information pertaining to the Company’s operating Sublease for the years ended December 31, 2020:

	Year Ended
	December 31, 2020
Sublease cost
Operating Sublease cost	$	179,269
Total Sublease cost	$	179,269

Other information
Operating cash flows used for operating Sublease	$	192,004
Weighted average remaining Sublease term	0.6 years
Weighted average discount rate		10	%

Future minimum Sublease payments under the Company’s non-cancelable operating Sublease as of December 31, 2020 and December 31, 2019, are as follows:

Future Operating Sublease Payments	Year Ended December 31, 2020
2021	$	114,018
Thereafter		—
Total Sublease payments		114,018
Less: imputed interest		(2,789	)
Total operating Sublease liabilities at December 31, 2020	$	111,229

Future Operating Sublease Payments	Year Ended December 31, 2019
2020	$	192,004
2021		114,018
Thereafter		—
Total Sublease payments		306,022
Less: imputed interest		(21,892	)
Total operating Sublease liabilities at December 31, 2019	$	284,130

Related Party Transactions

12 Months Ended

Dec. 31, 2020

Related Party Transactions

NOTE 11 — RELATED PARTY TRANSACTIONS

None.

Quarterly Results (Unaudited)

12 Months Ended

Dec. 31, 2020

Quarterly Financial Information Disclosure [Abstract]

Quarterly Results

NOTE 12 — QUARTERLY RESULTS (Unaudited)

	Three Months Ended
	March 31, 2020			June 30, 2020			September 30, 2020			December 31, 2020
	(in thousands, except per share data)
Total revenues	$	—		$	41,176		$	—		$	—
Operating (loss) gain	$	(12,272	)	$	29,508		$	(8,090	)	$	(7,299	)
Net (loss) income	$	(12,151	)	$	29,529		$	(8,113	)	$	(7,324	)
Net (loss) income in per share, basic	$	(0.31	)	$	0.75		$	(0.19	)	$	(0.17	)
Net (loss) income in per share, diluted	$	(0.31	)	$	0.73		$	(0.19	)	$	(0.17	)

	Three Months Ended
	March 31, 2019			June 30, 2019			September 30, 2019			December 31, 2019
	(in thousands, except per share data)
Total revenues	$	—		$	—		$	—		$	—
Operating loss	$	(16,312	)	$	(12,904	)	$	(14,282	)	$	(32,367	)
Net loss	$	(15,827	)	$	(12,476	)	$	(13,962	)	$	(29,918	)
Net (loss) income in per share, basic	$	(0.41	)	$	(0.32	)	$	(0.36	)	$	(0.77	)
Net (loss) income in per share, diluted	$	(0.41	)	$	(0.32	)	$	(0.36	)	$	(0.77	)

Subsequent Events

12 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

NOTE 13 — SUBSEQUENT EVENTS

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of Presentation

Basis of presentation

Consolidation

Significant Risks and Uncertainties

Significant risks and uncertainties

Use of Estimates

Use of estimates

Cash and Cash Equivalents

Cash and cash equivalents

Restricted Cash

Restricted cash

Marketable Securities

Marketable securities

	December 31, 2019
	Amortized Cost		Aggregate Fair Value		Unrealized Gains		Unrealized Losses			Net Carrying Value
Marketable securities:
Corporate bonds/notes	$	2,701,114	$	2,700,678	$	436	$	—		$	2,701,114
Commercial paper		19,245,921		19,245,921		—		—			19,245,921
U.S. government agency securities		2,494,485		2,495,675		—		(1,190	)		2,494,485
Marketable securities total	$	24,441,520	$	24,442,274	$	436	$	(1,190	)	$	24,441,520

Research and Development Costs

Research and development costs

In-Process Research and Development

In-process research and development

Impairment of MIN-117 In-process Research and Development Asset.

Stock-Based Compensation

Stock-based compensation

Foreign Currency Transactions

Foreign currency transactions

Income (Loss) Per Share

Income (loss) per share

Income Taxes

Income taxes

Concentration of Credit Risk

Concentration of credit risk

Long-lived assets

Fair Value of Financial Instruments

Fair value of financial instruments

Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

	December 31, 2020
	Total		Level 1		Level 2		Level 3
Cash equivalents	$	21,992,701	$	21,992,701	$	—	$	—
Total fair value	$	21,992,701	$	21,992,701	$	—	$	—

	December 31, 2019
	Total		Level 1		Level 2		Level 3
Cash equivalents	$	17,385,141	$	16,187,361	$	1,197,780	$	—
Marketable securities		24,442,274		—		24,442,274		—
Total fair value	$	41,827,415	$	16,187,361	$	25,640,054	$	—

The carrying amounts of cash, restricted cash, accounts payable, and accrued liabilities approximate fair value because of their short-term nature.

Revenue recognition

Deferred revenue

Segment information

Comprehensive loss

The Company had no items of comprehensive loss other than its net loss for each period presented.

Recent Accounting Pronouncements

Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the FASB and are adopted by the Company as of the specified effective date.

Recently adopted accounting pronouncements

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Amortized Cost Basis, Aggregate Fair Value, Unrealized (Gains)/Losses and Net Carrying Value of Investments in Held-to-maturity Securities

The following table provides the amortized cost basis, aggregate fair value, unrealized gains/losses, and the net carrying value of investments in held-to-maturity securities as of December 31, 2019:

	December 31, 2019
	Amortized Cost		Aggregate Fair Value		Unrealized Gains		Unrealized Losses			Net Carrying Value
Marketable securities:
Corporate bonds/notes	$	2,701,114	$	2,700,678	$	436	$	—		$	2,701,114
Commercial paper		19,245,921		19,245,921		—		—			19,245,921
U.S. government agency securities		2,494,485		2,495,675		—		(1,190	)		2,494,485
Marketable securities total	$	24,441,520	$	24,442,274	$	436	$	(1,190	)	$	24,441,520

Fair Value of Cash Equivalents and Marketable Securities Measured on Recurring Basis and Determined by Valuation Techniques

	December 31, 2020
	Total		Level 1		Level 2		Level 3
Cash equivalents	$	21,992,701	$	21,992,701	$	—	$	—
Total fair value	$	21,992,701	$	21,992,701	$	—	$	—

	December 31, 2019
	Total		Level 1		Level 2		Level 3
Cash equivalents	$	17,385,141	$	16,187,361	$	1,197,780	$	—
Marketable securities		24,442,274		—		24,442,274		—
Total fair value	$	41,827,415	$	16,187,361	$	25,640,054	$	—

Accrued Expenses and Other Liabilities (Tables)

12 Months Ended

Dec. 31, 2020

Payables And Accruals [Abstract]

Schedule of Accrued Expenses and Other Liabilities

Accrued expenses and other liabilities consist of the following:

	Year Ended December 31,
	2020		2019
Research and development costs and other accrued expenses	$	1,880,552	$	3,824,950
Accrued Severance		31,876		—
Professional fees		140,981		314,213
	$	2,053,409	$	4,139,163

Net Income (Loss) Per Share of Common Stock (Tables)

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

Computation of Basic and Diluted Loss Per Share

The following table sets forth the computation of basic and diluted income (loss) per share for common stockholders:

	Year Ended December 31,
	2020		2019
Net income (loss)	$	1,940,771	$	(72,183,490	)
Weighted average shares of common stock outstanding - basic		40,823,717		39,014,302
Dilutive effect		93,154		—
Weighted average shares of common stock outstanding - diluted		40,916,871		39,014,302
Net income (loss) per ordinary share:
Basic	$	0.05	$	(1.85	)
Diluted	$	0.05	$	(1.85	)

Securities Excluded from Calculation of Weighted Average Shares Outstanding as their Effect is Antidilutive

	Year Ended December 31,
	2020		2019
Common stock options		8,602,722		9,040,328
Restricted stock units		—		68,650
Common stock warrants		40,790		40,790

Stock Award Plan and Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2020

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Schedule of Stock Option Activity for Employees and Non-Employees

Stock option activity for employees and non-employees for the year ended December 31, 2020 is as follows:

	Shares Issuable Pursuant to Stock Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Terms (years)		Total Intrinsic Value (in thousands)
Outstanding January 1, 2020		9,040,328		$	6.98		7.3	$	7,420

Granted		3,003,344		$	5.86
Exercised		(198,762	)	$	5.75
Forfeited		(1,689,031	)	$	7.20
Expired		(105,356	)	$	9.63
Outstanding December 31, 2020		10,050,523		$	6.60		7.0	$	—
Exercisable December 31, 2020		6,341,404		$	6.80		6.0	$	—
Available for future grant		157,616

Summary of Assumptions Used in Black Scholes Model to Estimate Fair Value of Stock Options

	Year Ended December 31,
	2020		2019
Expected term (years)	5.5-6.25		5.5-6.25
Risk free interest rate	0.37%-0.54%		1.78%-1.96%
Volatility	68%-72%		69%-78%
Dividend yield	0%		0%
Weighted average grant date fair value per share of common stock	$	1.78	$	4.21

Schedule of RSU Activity

RSU activity under the Plan for the year ended December 31, 2020 is as follows:

	RSUs			Weighted- Average Grant Date Fair Value
Unvested January 1, 2020		68,650		$	11.29
Granted		—		$	—
Vested		(57,075	)	$	12.15
Forfeited		(11,575	)	$	7.06
Unvested December 31, 2020		—		$	—

Schedule of Stock-Based Compensation Expense Included in the Company's Consolidated Statements of Operations

The following table presents stock-based compensation expense included in the Company’s consolidated statements of operations:

	Year Ended December 31,
	2020		2019
Research and development	$	3,026,056	$	2,646,210
General and administrative		6,678,173		6,527,055
Total	$	9,704,229	$	9,173,265

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Schedule of Provision for Federal, Foreign and State Income Taxes

The provision for federal, foreign and state income taxes for the years ended December 31, 2020 and 2019 are as follows:

	Year Ended December 31,
	2020		2019
Current income tax provision (benefit)
Federal	$	—	$	—
Foreign		—		—
State		—		—
Deferred income tax provision (benefit)
Federal		—		(2,119,709	)
Foreign		—		—
State		—		(134,423	)
Total income tax provision (benefit)	$	—	$	(2,254,132	)

Schedule of Deferred Tax Assets and Liabilities

Net deferred tax assets (liabilities) as of December 31, 2020 and 2019 consist of the following:

	Year Ended December 31,
	2020			2019
Deferred tax assets:
Net operating loss carryforwards	$	27,962,495		$	20,988,129
Research and development tax credits		145,115			145,115
Capitalized research and development costs		31,036,403			29,446,106
Stock-based compensation		9,507,000			7,518,780
Deferred start-up and license costs		4,724,696			5,327,213
Deferred revenue		—			11,249,174
Other		2,938			2,319
Total deferred tax assets		73,378,647			74,676,836
Deferred tax asset valuation allowance		(71,028,174	)		(72,324,255	)
Net deferred tax assets		2,350,473			2,352,581
Deferred tax liabilities:
In-process research and development		(4,152,640	)		(4,152,640	)
Other		(1,189	)		(3,297	)
Total deferred tax liabilities		(4,153,829	)		(4,155,937	)
Total	$	(1,803,356	)	$	(1,803,356	)

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation between the Company’s effective tax rate and the federal statutory rate for the years ended December 31, 2020 and 2019 are as follows:

	Year Ended December 31,
	2020			2019
Federal statutory rate		21.00	%		(21.00	%)
Permanent differences		4.38	%		(0.37	%)
State income taxes		0.00	%		0.00	%
Valuation allowance		(25.38	%)		24.39	%
Effective tax rate		0.00	%		3.03	%

Leases (Tables)

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Summary of the Sublease Costs

The following table contains a summary of the Sublease costs recognized under ASC 842 and other information pertaining to the Company’s operating Sublease for the years ended December 31, 2020:

	Year Ended
	December 31, 2020
Sublease cost
Operating Sublease cost	$	179,269
Total Sublease cost	$	179,269

Other information
Operating cash flows used for operating Sublease	$	192,004
Weighted average remaining Sublease term	0.6 years
Weighted average discount rate		10	%

Future Minimum Sublease Payments Under Non-cancelable Operating Sublease

Future minimum Sublease payments under the Company’s non-cancelable operating Sublease as of December 31, 2020 and December 31, 2019, are as follows:

Future Operating Sublease Payments	Year Ended December 31, 2020
2021	$	114,018
Thereafter		—
Total Sublease payments		114,018
Less: imputed interest		(2,789	)
Total operating Sublease liabilities at December 31, 2020	$	111,229

Future Operating Sublease Payments	Year Ended December 31, 2019
2020	$	192,004
2021		114,018
Thereafter		—
Total Sublease payments		306,022
Less: imputed interest		(21,892	)
Total operating Sublease liabilities at December 31, 2019	$	284,130

Quarterly Results (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2020

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information

	Three Months Ended
	March 31, 2020			June 30, 2020			September 30, 2020			December 31, 2020
	(in thousands, except per share data)
Total revenues	$	—		$	41,176		$	—		$	—
Operating (loss) gain	$	(12,272	)	$	29,508		$	(8,090	)	$	(7,299	)
Net (loss) income	$	(12,151	)	$	29,529		$	(8,113	)	$	(7,324	)
Net (loss) income in per share, basic	$	(0.31	)	$	0.75		$	(0.19	)	$	(0.17	)
Net (loss) income in per share, diluted	$	(0.31	)	$	0.73		$	(0.19	)	$	(0.17	)

	Three Months Ended
	March 31, 2019			June 30, 2019			September 30, 2019			December 31, 2019
	(in thousands, except per share data)
Total revenues	$	—		$	—		$	—		$	—
Operating loss	$	(16,312	)	$	(12,904	)	$	(14,282	)	$	(32,367	)
Net loss	$	(15,827	)	$	(12,476	)	$	(13,962	)	$	(29,918	)
Net (loss) income in per share, basic	$	(0.41	)	$	(0.32	)	$	(0.36	)	$	(0.77	)
Net (loss) income in per share, diluted	$	(0.41	)	$	(0.32	)	$	(0.36	)	$	(0.77	)

NATURE OF OPERATIONS AND LIQUIDITY - Additional Information (Details) - USD ($)		12 Months Ended
	Jan. 19, 2021	Dec. 31, 2020	Dec. 31, 2019
Nature Of Operations And Liquidity [Line Items]
Accumulated deficit		$ 284,795,447	$ 286,736,218
Net cash used in operating activities		33,822,023	$ 43,432,223
Cash, cash equivalents, restricted cash and marketable securities		$ 25,500,000
Common Stock
Nature Of Operations And Liquidity [Line Items]
Common stock issued and sold		3,381,608
Common Stock \| Sales Agreement
Nature Of Operations And Liquidity [Line Items]
Common stock issued and sold		3,381,608
Common stock, average price per share		$ 3.7113
Net proceeds after deducting sales commissions and offering costs payable		$ 12,100,000
Seltorexant \| Royalty Pharma \| Subsequent Event
Nature Of Operations And Liquidity [Line Items]
Upfront payment for royalty interest sold	$ 60,000,000
Additional milestone payments	$ 95,000,000

SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details)	3 Months Ended	12 Months Ended
	Jun. 30, 2020 USD ($)	Dec. 31, 2020 USD ($) Segment	Dec. 31, 2019 USD ($)
Significant Accounting Policies [Line Items]
Restricted cash balances as collateral for corporate credit cards		$ 100,000	$ 100,000
Asset impairment charges			19,000,000
Interest or penalties related to income taxes		$ 0	0
Equipment estimated useful life		3 years
Impairment of long-lived assets		$ 0	0
Impairment of goodwill		0	0
Revenues from product sales to date	$ 41,176,000	$ 0
Number of operating segments \| Segment		1
Collaborative Arrangement
Significant Accounting Policies [Line Items]
Revenues from product sales to date		$ 41,200,000
In-Process Research and Development
Significant Accounting Policies [Line Items]
Asset impairment charges		0	$ 0
In-Process Research and Development \| MIN-117
Significant Accounting Policies [Line Items]
Asset impairment charges		$ 19,000,000.0

SIGNIFICANT ACCOUNTING POLICIES - Amortized Cost Basis, Aggregate Fair Value, Unrealized (Gains)/Losses and Net Carrying Value of Investments in Held-to-maturity Securities (Details)	Dec. 31, 2019 USD ($)
Schedule Of Held To Maturity Securities [Line Items]
Marketable securities, Amortized Cost	$ 24,441,520
Marketable securities, Aggregate Fair Value	24,442,274
Marketable securities, Unrealized Gains	436
Marketable securities, Unrealized Losses	(1,190)
Marketable securities, Net Carrying Value	24,441,520
Corporate Bonds/Notes
Schedule Of Held To Maturity Securities [Line Items]
Marketable securities, Amortized Cost	2,701,114
Marketable securities, Aggregate Fair Value	2,700,678
Marketable securities, Unrealized Gains	436
Marketable securities, Net Carrying Value	2,701,114
Commercial Paper
Schedule Of Held To Maturity Securities [Line Items]
Marketable securities, Amortized Cost	19,245,921
Marketable securities, Aggregate Fair Value	19,245,921
Marketable securities, Net Carrying Value	19,245,921
U.S. government Agency Securities
Schedule Of Held To Maturity Securities [Line Items]
Marketable securities, Amortized Cost	2,494,485
Marketable securities, Aggregate Fair Value	2,495,675
Marketable securities, Unrealized Losses	(1,190)
Marketable securities, Net Carrying Value	$ 2,494,485

SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Cash Equivalents and Marketable Securities Measured on Recurring Basis and Determined by Valuation Techniques (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value	$ 21,992,701	$ 41,827,415
Cash Equivalents
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value	21,992,701	17,385,141
Marketable Securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value		24,442,274
Level 1
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value	21,992,701	16,187,361
Level 1 \| Cash Equivalents
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value	$ 21,992,701	16,187,361
Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value		25,640,054
Level 2 \| Cash Equivalents
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value		1,197,780
Level 2 \| Marketable Securities
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value		$ 24,442,274

ACCRUED EXPENSES AND OTHER LIABILITIES - Accrued Expenses and Other Liabilities (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Payables And Accruals [Abstract]
Research and development costs and other accrued expenses	$ 1,880,552	$ 3,824,950
Accrued Severance	31,876
Professional fees	140,981	314,213
Accrued expenses and other liabilities	$ 2,053,409	$ 4,139,163

NET INCOME (LOSS) PER SHARE OF COMMON STOCK - Computation of Basic and Diluted Loss Per Share (Details) - USD ($)	3 Months Ended								12 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share [Abstract]
Net income (loss)	$ (7,324,000)	$ (8,113,000)	$ 29,529,000	$ (12,151,000)	$ (29,918,000)	$ (13,962,000)	$ (12,476,000)	$ (15,827,000)	$ 1,940,771	$ (72,183,490)
Weighted average shares of common stock outstanding - basic									40,823,717	39,014,302
Dilutive effect									93,154
Weighted average shares of common stock outstanding - diluted									40,916,871	39,014,302
Basic									$ 0.05	$ (1.85)
Diluted									$ 0.05	$ (1.85)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

NET INCOME (LOSS) PER SHARE OF COMMON STOCK - Securities Excluded from Calculation of Weighted Average Shares Outstanding as their Effect is Antidilutive (Details) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Common Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Securities outstanding excluded from the calculation of weighted average shares outstanding	8,602,722	9,040,328
Restricted Stock Units
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Securities outstanding excluded from the calculation of weighted average shares outstanding		68,650
Common Stock Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Securities outstanding excluded from the calculation of weighted average shares outstanding	40,790	40,790

CO-DEVELOPMENT AND LICENSE AGREEMENT - Additional Information (Details) - USD ($)				12 Months Ended
	Jan. 19, 2021	Aug. 29, 2017	Feb. 13, 2014	Dec. 31, 2020
Collaborative Arrangement
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Upfront payment received				$ 41,200,000
Janssen \| Seltorexant \| Collaborative Arrangement
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Payment of license fee			$ 22,000,000.0
Upfront payment received				30,000,000
Previously accrued collaborative expenses recognized as revenue				$ 11,200,000
Janssen \| Seltorexant \| Amendment to Co-Development and License Agreement
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Upfront payment		$ 30,000,000
Royalty Pharma \| Seltorexant \| Subsequent Event
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Upfront payment	$ 60,000,000
Royalty Pharma \| Seltorexant \| Subsequent Event \| Maximum
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Additional milestone payments	$ 95,000,000

STOCKHOLDERS' EQUITY - At-the-Market Equity Offering Program - Additional Information (Details) - USD ($)		12 Months Ended
	Aug. 10, 2018	Dec. 31, 2020
Class Of Warrant Or Right [Line Items]
Sales of common stock, value		$ 12,550,069
Sales Agreement
Class Of Warrant Or Right [Line Items]
Sale of stock issue date		Aug. 10, 2018
Common Stock
Class Of Warrant Or Right [Line Items]
Sales of common stock, value		$ 338
Common stock issued and sold		3,381,608
Common Stock \| Sales Agreement
Class Of Warrant Or Right [Line Items]
Sales of common stock, value	$ 50,000,000.0
Common stock issued and sold		3,381,608
Common stock, average price per share		$ 3.7113
Net proceeds after deducting sales commissions and offering costs payable		$ 12,100,000

STOCKHOLDERS' EQUITY - Term Loan Warrants - Additional Information (Details)	Jan. 15, 2016 USD ($) Tranche $ / shares shares
Class Of Warrant Or Right [Line Items]
Fair value of warrants estimated \| $	$ 200,000
Warrant
Class Of Warrant Or Right [Line Items]
Expiration anniversary date of issuance	10 years
Warrant \| Valuation Technique, Option Pricing Model \| Measurement Input, Price Volatility
Class Of Warrant Or Right [Line Items]
Alternative investment, measurement input	100.8
Warrant \| Valuation Technique, Option Pricing Model \| Measurement Input, Risk Free Interest Rate
Class Of Warrant Or Right [Line Items]
Alternative investment, measurement input	1.83
Warrant \| Valuation Technique, Option Pricing Model \| Measurement Input, Expected Term
Class Of Warrant Or Right [Line Items]
Expected life	10 years
Warrant \| Valuation Technique, Option Pricing Model \| Measurement Input, Expected Dividend Payment
Class Of Warrant Or Right [Line Items]
Expected dividend \| $ / shares	$ 0
Term Loan \| Term A Loans
Class Of Warrant Or Right [Line Items]
Shares of common stock to purchase by warrant \| shares	40,790
Common stock exercise price per share \| $ / shares	$ 5.516
Loan and Security Agreement \| Term Loan
Class Of Warrant Or Right [Line Items]
Aggregate principal amount \| $	$ 15,000,000
Number of tranches \| Tranche	2

STOCK AWARD PLAN AND STOCK-BASED COMPENSATION - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	6 Months Ended	12 Months Ended
	Dec. 31, 2017	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair value of common stock on grant date (in dollars per share)			$ 4.15
Total intrinsic value of the stock options exercised			$ 0.9	$ 0.2
Dividend yield (as a percent)			0.00%
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Fair value of common stock on grant date (in dollars per share)			$ 1.78	$ 4.21
Total unrecognized compensation costs			$ 11.3
Weighted-average period over which unrecognized compensation costs is expected to be recognized			2 years 3 days
Dividend yield (as a percent)			0.00%	0.00%
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Total unrecognized compensation costs			$ 0.0
Vesting rights percentage			25.00%
Vesting period			4 years
Description of vesting rights			RSUs awarded to employees generally vest one‑fourth per year over four years from the anniversary of the date of grant
Total fair value of shares vested			$ 0.2	$ 0.4
2013 Equity Incentive Plan \| Common Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Increase in number of shares authorized for issuance		2,000,000
2013 Equity Incentive Plan \| Employee Stock Option \| Common Stock \| Rick Russell
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares issued	775,000
2013 Equity Incentive Plan \| Restricted Stock Units \| Common Stock \| Rick Russell
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Shares issued	40,000

STOCK AWARD PLAN AND STOCK-BASED COMPENSATION - Stock Option Activity for Employees and Non-Employees (Details) - Employees and Non-Employees Stock Option - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Shares Issuable Pursuant to Stock Options
Outstanding at the beginning of period (in shares)	9,040,328
Granted (in shares)	3,003,344
Exercised (in shares)	(198,762)
Forfeited (in shares)	(1,689,031)
Expired (in shares)	(105,356)
Outstanding at the end of the period (in shares)	10,050,523	9,040,328
Exercisable at the end of the period (in shares)	6,341,404
Available for future grant (in shares)	157,616
Weighted-Average Exercise Price
Outstanding at the beginning of period (in dollars per share)	$ 6.98
Granted (in dollars per share)	5.86
Exercised (in dollars per share)	5.75
Forfeited (in dollars per share)	7.20
Expired (in dollor per share)	9.63
Outstanding at the end of the period (in dollars per share)	6.60	$ 6.98
Exercisable at the end of the period (in dollars per share)	$ 6.80
Weighted-Average Remaining Contractual Term Outstanding (Years)	7 years	7 years 3 months 18 days
Weighted-Average Remaining Contractual Term Exercisable (Years)	6 years
Total Intrinsic Value Outstanding at the begining of period	$ 0	$ 7,420
Total Intrinsic Value Exercisable	$ 0

STOCK AWARD PLAN AND STOCK-BASED COMPENSATION - Summary of Assumptions Used in Black Scholes Model to Estimate Fair Value of Stock Options (Details) - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Dividend yield	0.00%
Weighted average grant date fair value per share of common stock	$ 4.15
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Dividend yield	0.00%	0.00%
Weighted average grant date fair value per share of common stock	$ 1.78	$ 4.21
Employee Stock Option \| Minimum [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (years)	5 years 6 months	5 years 6 months
Risk free interest rate	0.37%	1.78%
Volatility	68.00%	69.00%
Employee Stock Option \| Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (years)	6 years 3 months	6 years 3 months
Risk free interest rate	0.54%	1.96%
Volatility	72.00%	78.00%

STOCK AWARD PLAN AND STOCK-BASED COMPENSATION - Schedule of RSU Activity (Details) - Restricted Stock Units	12 Months Ended
	Dec. 31, 2020 $ / shares shares
Stock Options
Unvested at the beginning of the period (in shares) \| shares	68,650
Vested (in shares) \| shares	(57,075)
Forfeited (in shares) \| shares	(11,575)
Weighted-Average Grant Date Fair Value
Unvested at the beginning of the period (in dollars per share) \| $ / shares	$ 11.29
Vested (in dollars per share) \| $ / shares	12.15
Forfeited (in dollars per share) \| $ / shares	$ 7.06

STOCK AWARD PLAN AND STOCK-BASED COMPENSATION - Schedule of Stock-Based Compensation Expense Included in the Company's Consolidated Statements of Operations (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense	$ 9,704,229	$ 9,173,265
Research and Development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense	3,026,056	2,646,210
General and Administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock based compensation expense	$ 6,678,173	$ 6,527,055

INCOME TAXES - Schedule of Provision for Federal, Foreign and State Income Taxes (Details)	12 Months Ended
	Dec. 31, 2019 USD ($)
Deferred income tax provision (benefit)
Federal	$ (2,119,709)
State	(134,423)
Total income tax provision (benefit)	$ (2,254,132)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

INCOME TAXES - Net Deferred Tax Assets (Liabilities) (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets:
Net operating loss carryforwards	$ 27,962,495	$ 20,988,129
Research and development tax credits	145,115	145,115
Capitalized research and development costs	31,036,403	29,446,106
Stock-based compensation	9,507,000	7,518,780
Deferred start-up and license costs	4,724,696	5,327,213
Deferred revenue		11,249,174
Other	2,938	2,319
Total deferred tax assets	73,378,647	74,676,836
Deferred tax asset valuation allowance	(71,028,174)	(72,324,255)
Net deferred tax assets	2,350,473	2,352,581
Deferred tax liabilities:
In-process research and development	(4,152,640)	(4,152,640)
Other	(1,189)	(3,297)
Total deferred tax liabilities	(4,153,829)	(4,155,937)
Total	$ (1,803,356)	$ (1,803,356)

INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Federal statutory rate	21.00%	(21.00%)
Permanent differences	4.38%	(0.37%)
State income taxes	(0.00%)	(0.00%)
Valuation allowance	(25.38%)	24.39%
Effective tax rate	0.00%	3.03%

INCOME TAXES - Additional Information (Details) - USD ($)		12 Months Ended
	Mar. 27, 2020	Dec. 31, 2020	Dec. 31, 2019
Operating Loss Carryforwards [Line Items]
Increase (decrease) in valuation allowance on net deferred tax assets		$ 1,300,000	$ 17,600,000
Unrecognized tax benefits, liability		0	0
Interest and penalties recognized		0	0
Interest and penalties accrued		0	$ 0
CARES Act
Operating Loss Carryforwards [Line Items]
Relief package	$ 2,000,000,000,000
Federal
Operating Loss Carryforwards [Line Items]
Net operating losses		$ 102,800,000
Operating losses, year begin to expire		2030
Federal \| Unlimited Carryforward
Operating Loss Carryforwards [Line Items]
Net operating losses		$ 48,900,000
Federal \| Federal research and development
Operating Loss Carryforwards [Line Items]
Federal research and development credits		$ 200,000
Federal research and development credits expiration year		2027
New jersey
Operating Loss Carryforwards [Line Items]
Net operating losses		$ 7,700,000
Operating losses, year begin to expire		2029
Massachusetts
Operating Loss Carryforwards [Line Items]
Net operating losses		$ 90,900,000
Operating losses, year begin to expire		2034

LEASES - Additional Information (Details) - Office Sublease Agreement - Profitect, Inc		12 Months Ended
	Oct. 02, 2017 USD ($) ft²	Dec. 31, 2020
Operating Leases [Line Items]
Sublease rentable square feet \| ft²	5,923
Lease description		The term of the Sublease began on November 1, 2017 and will expire on July 31, 2021 (the “Term”), with a monthly rental rate starting at $14,808 and escalating to a maximum monthly rental rate of $16,288 in the final 12 months of the Term.
Lease commencement date	Nov. 01, 2017
Sublease expire date	Jul. 31, 2021
Minimum [Member]
Operating Leases [Line Items]
Monthly rental rate	$ 14,808
Maximum
Operating Leases [Line Items]
Monthly rental rate	$ 16,288

LEASES - Summary of the Sublease Costs (Details) - Office Sublease Agreement	12 Months Ended
	Dec. 31, 2020 USD ($)
Operating Leases [Line Items]
Operating Sublease cost	$ 179,269
Total Sublease cost	179,269
Operating cash flows used for operating Sublease	$ 192,004
Weighted average remaining Sublease term	7 months 6 days
Weighted average discount rate	10.00%

LEASES - Future Minimum Sublease Payments Under Non-cancelable Operating Sublease (Details) - Office Sublease Agreement - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Operating Leases [Line Items]
2020		$ 192,004
2021	$ 114,018	114,018
Total Sublease payments	114,018	306,022
Less: imputed interest	(2,789)	(21,892)
Total operating Sublease liabilities	$ 111,229	$ 284,130

QUARTERLY RESULTS (Unaudited) - Schedule of Quarterly Financial Information (Details) - USD ($)	3 Months Ended								12 Months Ended
	Dec. 31, 2020	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Quarterly Financial Information Disclosure [Abstract]
Total revenues			$ 41,176,000						$ 0
Operating (loss) gain	$ (7,299,000)	$ (8,090,000)	29,508,000	$ (12,272,000)	$ (32,367,000)	$ (14,282,000)	$ (12,904,000)	$ (16,312,000)	1,846,747	$ (75,865,096)
Net income (loss)	$ (7,324,000)	$ (8,113,000)	$ 29,529,000	$ (12,151,000)	$ (29,918,000)	$ (13,962,000)	$ (12,476,000)	$ (15,827,000)	$ 1,940,771	$ (72,183,490)
Net (loss) income in per share, basic	$ (0.17)	$ (0.19)	$ 0.75	$ (0.31)	$ (0.77)	$ (0.36)	$ (0.32)	$ (0.41)
Net (loss) income in per share, diluted	$ (0.17)	$ (0.19)	$ 0.73	$ (0.31)	$ (0.77)	$ (0.36)	$ (0.32)	$ (0.41)

- Definition

The amount of net income (loss) from continuing operations per each share of common stock or unit outstanding during the reporting period.

+ References

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Subsequent Events - Additional Information (Details) - Royalty Pharma - Seltorexant - Subsequent Event	Jan. 19, 2021 USD ($)
Subsequent Event [Line Items]
Upfront payment	$ 60,000,000
Maximum
Subsequent Event [Line Items]
Additional milestone payments	$ 95,000,000