Document and Entity Information
Document and Entity Information Document - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 28, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | SIGA TECHNOLOGIES INC | |
Entity Central Index Key | 1,010,086 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | SIGAQ | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 78,780,059 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 30,103,574 | $ 28,701,824 |
Restricted cash and cash equivalents-short term | 10,138,890 | 10,138,890 |
Accounts receivable | 4,878,631 | 3,154,370 |
Inventory | 19,119,555 | 26,209,964 |
Prepaid expenses and other current assets | 932,003 | 954,426 |
Total current assets | 65,172,653 | 69,159,474 |
Property, plant and equipment, net | 263,302 | 299,477 |
Restricted cash and cash equivalents-long term | 14,805,554 | 17,333,332 |
Deferred costs | 79,038,559 | 72,649,277 |
Goodwill | 898,334 | 898,334 |
Other assets | 642,083 | 642,083 |
Total assets | 160,820,485 | 160,981,977 |
Current liabilities | ||
Accounts payable | 2,259,096 | 2,517,072 |
Accrued expenses and other current liabilities | 2,948,349 | 4,584,752 |
Warrant liability | 7,353,618 | 6,727,409 |
Total current liabilities | 12,561,063 | 13,829,233 |
Deferred revenue | 376,203,046 | 367,483,905 |
Deferred income tax liability, net | 307,256 | 286,066 |
Other liabilities | 225,824 | 247,989 |
Loan payable | 67,661,969 | 66,553,053 |
Total liabilities | 456,959,158 | 448,400,246 |
Commitments and Contingencies | ||
Stockholders’ deficit | ||
Common stock ($.0001 par value, 600,000,000 shares authorized, 78,780,059 and 78,692,612issued and outstanding at March 31, 2017, and December 31, 2016, respectively) | 7,878 | 7,869 |
Additional paid-in capital | 213,608,687 | 213,714,154 |
Accumulated deficit | (509,755,238) | (501,140,292) |
Total stockholders’ deficit | (296,138,673) | (287,418,269) |
Total liabilities and stockholders’ deficit | $ 160,820,485 | $ 160,981,977 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Balance Sheet Parenthetical [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 78,780,059 | 78,692,612 |
Common stock, shares outstanding | 78,780,059 | 78,692,612 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/LOSS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | ||
Research and development | $ 5,201,786 | $ 1,269,733 |
Operating expenses | ||
Selling, general and administrative | 2,869,869 | 2,656,231 |
Research and development | 6,360,490 | 2,536,011 |
Patent preparation fees | 240,597 | 219,715 |
Interest on PharmAthene liability | 0 | 2,917,187 |
Total operating expenses | 9,470,956 | 8,329,144 |
Operating loss | (4,269,170) | (7,059,411) |
Decrease (increase) in fair value warrant liability | (626,209) | 0 |
Interest expense | (3,608,916) | 0 |
Other income, net | 4,419 | 11,311 |
Reorganization items, net | 0 | (3,389,173) |
Loss before income taxes | (8,499,876) | (10,437,273) |
Provision for income taxes | (115,070) | (11,294) |
Net and comprehensive loss | $ (8,614,946) | $ (10,448,567) |
Loss per share: basic and diluted | $ (0.11) | $ (0.19) |
Weighted average shares outstanding: basic and diluted | 78,777,144 | 54,114,296 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (8,614,946) | $ (10,448,567) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | ||
Depreciation and other amortization | 36,175 | 44,452 |
Increase in fair value of warrant liability | (626,209) | 0 |
Stock-based compensation | 87,594 | 195,865 |
Non-cash interest expense | 1,108,916 | 0 |
Interest expense on term loan - paid with restricted cash | 2,527,778 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | (1,724,261) | 2,673,576 |
Inventory | 7,090,409 | (10,394,773) |
Deferred costs | (6,389,282) | (99,207) |
Prepaid expenses and other current assets | 22,423 | 71,367 |
Deferred income taxes, net | 8,719,141 | 215,825 |
Accounts payable, accrued expenses and other current liabilities | (1,894,379) | 6,205,732 |
Liabilities subject to compromise | 0 | 2,903,332 |
Deferred revenue | 21,190 | 12,252 |
Other liabilities | (22,165) | (21,057) |
Net cash provided by (used in) operating activities | 1,594,802 | (8,641,203) |
Cash flows from investing activities: | ||
Capital expenditures | 0 | (8,475) |
Net cash provided by (used in) investing activities | 0 | (8,475) |
Cash flows from financing activities: | ||
Payment of employee tax obligations for common stock tendered | (193,052) | 0 |
Net cash used by financing activities | (193,052) | 0 |
Net increase (decrease) in cash and cash equivalents | 1,401,750 | (8,649,678) |
Cash and cash equivalents at beginning of period | 28,701,824 | 112,711,028 |
Cash and cash equivalents at end of period | 30,103,574 | 104,061,350 |
Supplemental Cash Flow Information [Abstract] | ||
Cash interest paid on Term Loan from restricted cash | $ 2,527,778,000 | $ 0 |
Condensed Consolidated Financia
Condensed Consolidated Financial Statements | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed Consolidated Financial Statements | Condensed Consolidated Financial Statements The financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for quarterly reports on Form 10-Q and should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2016, included in the 2016 Annual Report on Form 10-K. All terms used but not defined elsewhere herein have the meaning ascribed to them in the Company’s 2016 Annual Report on Form 10-K filed on March 7, 2017. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair statement of the results of the interim periods presented have been included. The 2016 year-end condensed balance sheet data was derived from the audited financial statements but does not include all disclosures required by U.S. GAAP. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results expected for the full year. Closing of Chapter 11 Case On April 12, 2016, the Company emerged from chapter 11 of the Bankruptcy Code when the Company's plan of reorganization (the “Plan”) became effective, and on December 22, 2016 the Company's chapter 11 case was closed by the Bankruptcy Court. Under the Plan, the Company fully paid all of its claims. The Company did not apply the provision of fresh start accounting as ownership of existing shares of the Company's common stock remained unaltered by the Plan. Prior to the effective date of the Plan (April 12, 2016), the Company was operating its business as a “debtor-in-possession”. The Company had filed on September 16, 2014 a voluntary petition for relief under chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) chapter 11 Case Number 14-12623 (SHL). The chapter 11 case preserved the Company's ability to satisfy its commitments under the BARDA Contract (as defined in Note 3 to the financial statements) and preserved its operations, which likely would have been jeopardized by the enforcement of a judgment stemming from the Company's litigation with PharmAthene, Inc. (“PharmAthene”) (see “PharmAthene Litigation” below). While operating as a debtor-in-possession under chapter 11, the Company pursued an appeal of the Delaware Court of Chancery Final Order and Judgment, without having to post a bond. PharmAthene Litigation On November 16, 2016, the Company satisfied the Outstanding Judgment (defined in Note 14 to the financial statements) owed to PharmAthene in connection with the Company's litigation with PharmAthene. In total, PharmAthene was paid $217 million in connection with the Outstanding Judgment. See Note 14 to the financial statements for details related to the litigation. Liquidity The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. The Company is not entitled to receive any additional procurement-related payments under the current BARDA Contract (Note 3) until U.S. Food and Drug Administration ("FDA") approval of TPOXX® has been achieved and until a cumulative 2 million courses of TPOXX® have been delivered to the Strategic Stockpile. Upon meeting these requirements, the Company is entitled to a $41 million hold back payment under the BARDA Contract. Based on a targeted New Drug Application ("NDA") filing for TPOXX® by the end of 2017, it is currently anticipated that the Company will be eligible to receive the $41 million hold back payment in the second half of 2018. In the event that the Company does not receive a substantial portion of the hold back payment by the third quarter of 2018, then, based on currently forecasted operating costs, the Company will require additional sources of funding to continue operations and prevent an event of default under the Term Loan (Note 7). In this case, the Company would seek to increase cash liquidity by: raising proceeds through a financing, a new contract for TPOXX® or any other product, a sale of assets, or the modification of the existing BARDA Contract; significantly reducing its operating expenses; or modifying the terms of the Loan Agreement. There can be no assurance that the Company will cumulatively deliver 2 million courses of TPOXX® to the Strategic Stockpile, or that TPOXX® will receive FDA approval on a timely basis, if at all. Furthermore, there can be no assurance that the Company would be able to increase cash liquidity, if needed, through a financing, a new contract for TPOXX® or any other product, a sale of assets, the modification of the existing BARDA Contract, or a significant reduction of its operating expenses or operations, or that the lenders would agree to modify the Term Loan Agreement, if needed. |
Reorganization Items, net
Reorganization Items, net | 3 Months Ended |
Mar. 31, 2017 | |
Reorganizations [Abstract] | |
Reorganization Items, net | Reorganization Items, net: Reorganization items represent expenses in connection with the chapter 11 case. For the three months ended March 31, 2017 and 2016, reorganization items consisted of the following: March 31, 2017 March 31, 2016 Legal fees $ — $ 1,677,945 Professional fees — 1,698,228 Trustee fees — 13,000 Total $ — $ 3,389,173 $1.5 million for reorganization items. |
Procurement Contract and Resear
Procurement Contract and Research Agreements | 3 Months Ended |
Mar. 31, 2017 | |
Research and Development [Abstract] | |
Procurement Contract and Research Agreements | Procurement Contract and Research Agreements Procurement Contract On May 13, 2011, the Company signed a contract with the U.S. Biomedical Advanced Research and Development Authority (“BARDA”) pursuant to which SIGA agreed to deliver two million courses of TPOXX® to the U.S. Strategic National Stockpile (“Strategic Stockpile”). The contract with BARDA (as modified, the “BARDA Contract”) is worth approximately $472 million , including $409.8 million related to the manufacture and delivery of 1.7 million courses of TPOXX® and $62 million of potential reimbursements connected to development and supportive activities (the “Base Contract”). Under the Base Contract, BARDA has agreed to buy from the Company 1.7 million courses of TPOXX®. Additionally, the Company expects to contribute to BARDA 300,000 courses at no additional cost to BARDA. A total of 2.0 million courses of TPOXX® is required to be delivered to the Strategic Stockpile in order for the Company to receive the $41 million hold back payment (see description of hold back payment below). For courses of TPOXX® that are physically delivered to the Strategic Stockpile, the Company has replacement obligations, at no cost to BARDA, in the event that the final version of TPOXX® approved by the FDA is different from any courses of TPOXX® that has been delivered to the Strategic Stockpile or if TPOXX® does not meet any specified label claims, fails release testing or does not meet 38 month expiry period (from time of delivery to the Strategic Stockpile), or if TPOXX® is recalled or deemed to be recalled for any reason. On June 28, 2016, the Company entered into a modification of the BARDA Contract (the “BARDA Contract Modification”). The total value of the BARDA Contract is unchanged. Pursuant to the BARDA Contract Modification: • The payment for the manufacture and delivery of 1.7 million courses of TPOXX® increased by $61.5 million . This was accomplished by reducing the holdback amount that is tied to the FDA approval of TPOXX® from $102.5 million to $41 million . In July 2016, the Company received payment of $32.6 million in connection with the BARDA Contract Modification for courses previously delivered to the Strategic Stockpile. • The requirements for the $20.5 million milestone changed. For payment, this milestone was modified to require the Company to submit documentation to BARDA indicating that data covering the first 100 subjects enrolled in the phase III pivotal safety study have been submitted to and reviewed by a Data & Safety Monitoring Board (“DSMB”) and that such DSMB has recommended continuation of the safety study, as well as submission of the final pivotal rabbit efficacy study report to the FDA. Previously, this milestone required the successful submission to the FDA of a complete application for TPOXX® regulatory approval. During the third quarter of 2016, the Company met the modified milestone and received payment. As of March 31, 2017, the Company has received $368.9 million under the Base Contract related to the manufacture and physical delivery of courses of TPOXX®. Included in this amount are a $41 million advance payment in 2011 for the completion of certain planning and preparatory activities related to the Base Contract, a $12.3 million milestone payment in 2012 for the completion of the product labeling strategy for TPOXX®, an $8.2 million milestone payment in 2013 for the completion of the commercial validation campaign for TPOXX®, the $20.5 million milestone payment (referenced above) in 2016 for submission of documentation to BARDA indicating that data covering the first 100 subjects enrolled in the phase III pivotal safety study have been submitted to and reviewed by a DSMB and that such DSMB has recommended continuation of the safety study, as well as submission of the final pivotal rabbit efficacy study report to the FDA, and $286.9 million of payments for physical deliveries of TPOXX® to the Strategic Stockpile beginning in 2013. As of March 31, 2017, the Company is eligible under the Base Contract to receive a $41 million hold back payment, which represents an approximate 10% hold back on the $409.8 million of total payments related to the manufacture and delivery of 1.7 million courses of TPOXX® that are to be purchased by BARDA. The $41 million hold back payment would be triggered by FDA approval of TPOXX®, as long as the Company has cumulatively delivered 2.0 million courses of TPOXX® to the Strategic Stockpile and the Company does not have a continuing product replacement obligation to BARDA. With regard to future product deliveries after March 31, 2017, the Company expects to deliver approximately 467,000 courses of TPOXX® at no cost to BARDA in order to fulfill the delivery requirements of the BARDA Contract. Courses to be delivered are expected to be at a dosage of 600 mg administered twice per day (1,200 mg per day). The “no cost to BARDA” courses are primarily attributable to a change in TPOXX® dosage (see paragraph below). Courses delivered to the Strategic Stockpile are subject to a product replacement obligation. Starting in 2015, product deliveries of TPOXX® have been at a provisional dosage of 600 mg administered twice per day (1,200 mg per day). This is a change from the provisional dosage that was in effect when product deliveries were made in 2013 and 2014 (600 mg per day). In 2013 and 2014, the provisional dosage of courses delivered to the Strategic Stockpile was 600 mg administered once a day. The change in the provisional dosage was based on FDA guidance received by the Company in 2014, subsequent to the delivery of 1.3 million courses of TPOXX®. Based on the current provisional dosage of 600 mg administered twice per day (1,200 mg per day), the Company expects to supplement previously delivered courses of TPOXX®, at no cost to BARDA, with additional dosages so that all of the courses previously delivered to BARDA will be at the current provisional dosage. The Company and BARDA agreed to an amendment (the “BARDA Amendment”) of the BARDA Contract to reflect the foregoing. In February 2016, the FDA confirmed (through dose concurrence) its earlier dosage guidance of 600 mg administered twice per day (1,200 mg per day). The Company is incurring significant incremental costs with the production of additional dosage at no cost to BARDA. In addition to the Base Contract, the BARDA Contract also separately contains $122.7 million of options that, if exercised by BARDA: would result in a $50 million payment to the Company in the event of FDA approval for extension to 84-month expiry for TPOXX® (from 38 month expiry as required in the Base Contract); would fund up to $58.3 million of development and supportive activities such as work on a smallpox prophylaxis indication for TPOXX®; and/or would fund $14.4 million of production-related activities related to warm-base manufacturing. In 2015, BARDA exercised two options related to extending the indication of the drug to the geriatric and pediatric populations. The stated value of these exercises was minimal. BARDA may not exercise additional options in the future. Options are exercisable by BARDA at its sole discretion. BARDA has indicated that it will evaluate, after the FDA’s review and evaluation of stability data, the Company's request that BARDA exercise the option for the $50 million payment to the Company in the event of FDA approval of 84-month expiry for TPOXX®. The BARDA Contract expires in September 2020. The BARDA Contract is a multiple deliverable arrangement comprising delivery of courses and covered research and development activities. The BARDA Contract provides certain product replacement rights with respect to delivered courses. For this reason, recognition of revenue that might otherwise occur upon delivery of courses is expected to be deferred until the Company’s obligations related to potential replacement of delivered courses are satisfied. The Company assessed the selling price for each of the aforementioned deliverables - research and development activities and drug product. The selling price of certain reimbursed research and development services was determined by reference to existing and past research and development grants and contracts between the Company and various government agencies. The selling price of drug product was determined by reference to other Companies’ sales of drug products such as antiviral therapeutics, orphan drugs and drugs with potential life-saving impact similar to TPOXX®, including products delivered to the Strategic Stockpile. The Company has recognized revenue for reimbursement of certain BARDA Contract research and development services. Cash inflows related to delivery of courses will continue to be recorded as deferred revenue. In addition, direct costs incurred by the Company to fulfill the delivery of courses including the supplementing of courses previously delivered under the BARDA Contract are being deferred and will be recognized as expenses over the same period that the related deferred revenue is recognized as revenue. As of March 31, 2017 and December 31, 2016, deferred direct costs under the BARDA Contract of approximately $78.4 million and $72.2 million , respectively, are included in deferred costs on the consolidated balance sheets. As of March 31, 2017, the Company recorded $376.2 million of deferred revenue. Deferred revenue has been recorded for the delivery of courses of TPOXX® to the Strategic Stockpile and certain supportive services provided as part of the BARDA Contract. For the three months ended March 31, 2017, revenue from reimbursed research and development was $4.7 million . Research Agreements The Company obtains funding from the contracts and grants it obtains from various agencies of the U.S. Government to support its research and development activities. Currently, the Company has one contract with an expiration date of December 30, 2020 and one grant with an expiration date of April 30, 2018, which in combination provide for potential future aggregate research and development funding for specific projects of approximately $17.5 million . During the three months ended March 31, 2017, the contract was amended to increase its funding by approximately $10.1 million , which also extended the period of performance of this contract from June 30, 2020 to December 30, 2020. The funded amount includes, among other things, options that may or may not be exercised at the U.S. Government’s discretion. Moreover, the contract and grant contain customary terms and conditions including the U.S. Government’s right to terminate or restructure a grant for convenience at any time. As such, we may not utilize all available funds under the contract and/or grant. |
Financial Instruments
Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Financial Instruments | Financial Instruments 2016 Warrant On September 2, 2016, in connection with the entry into the Loan Agreement (see Note 7 to the financial statements for additional information), the Company issued a warrant (the “ Warrant ” ) to the Lender to purchase a number of shares of the Company’s common stock equal to $4,000,000 divided by the lower of (i) $2.29 per share and (ii) the subscription price paid in connection with the Rights Offering. The Warrant provides for weighted average anti-dilution protection and is exercisable in whole or in part for ten ( 10 ) years from the date of issuance. The subscription price paid was $1.50 in connection with the Rights Offering; accordingly, the exercise price of the Warrant has been set at $1.50 per share. The Company accounted for the Warrant in accordance with the authoritative guidance which requires that free-standing derivative financial instruments with certain anti-dilution features be classified as assets or liabilities at the time of the transaction, and recorded at their fair value. Any changes in the fair value of the derivative instruments are reported in earnings or loss as long as the derivative contracts are classified as assets or liabilities. Accordingly, the Company classified the Warrant as a liability and reported the change in fair value in the statement of operations. On September 2, 2016, the issuance date of the Warrant, the fair value of the liability classified Warrant was $5.8 million . The Company applied a Monte Carlo Simulation-model to calculate the fair value of the liability classified Warrant using the following assumptions: risk free interest rate of 1.60% ; no dividend yield; an expected life of 10 years; and a volatility factor of 80% . The Company compared the Monte Carlo simulation model calculation to a Black-Scholes model calculation. These models generated substantially equal fair values for the Warrant. As such, the Company utilized a Black-Scholes model for March 31, 2017 to determine the fair value of the Warrant. As of March 31, 2017, the fair value of the Warrant was $7.4 million . A Black Scholes model was applied to calculate the fair value of the liability classified Warrant using the following assumptions: risk free interest rate of 2.38% ; no dividend yield; an expected life of 9.42 years; and a volatility factor of 80% . For the quarter-ended March 31, 2017, the Company recorded a loss of $626,209 as a result of a net increase in fair value in the liability classified Warrant since its last valuation on December 31, 2016. Rights Offering On November 16, 2016, the Company completed a rights offering (the “Rights Offering”), pursuant to which it raised approximately $35.3 million in gross proceeds through the sale of 23,523,195 shares of its common stock. The Rights Offering was made pursuant to a registration statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on October 21, 2016. As part of the Rights Offering, each stockholder of the Company received subscription right for each share of common stock owned as of the record date of October 12, 2016. Each subscription right entitled its holder to invest $0.65 towards the purchase of shares of the Company's common stock at a subscription price equal to the lower of $1.50 or 85% of the volume weighted average price of Company shares during market hours on the expiration date of the Rights Offering. The Rights Offering expired at 5:00 pm, New York City time, on November 8, 2016. Through basic subscriptions and oversubscriptions, the Rights Offering was fully subscribed. The subscription price was set at $1.50 . The Company used the net proceeds of the Rights Offering, together with proceeds from the Loan Agreement and cash on hand, to fully satisfy PharmAthene's claim under the plan of reorganization. Rights Offering - Backstop Agreement On October 13, 2016, in connection with the Rights Offering as discussed above, the Company entered into an investment agreement or “backstop agreement”, with an affiliate of MacAndrews & Forbes Incorporated ("M&F"), and certain other backstop parties (the “Backstop Parties”). Under the terms of the backstop agreement, the Backstop Parties agreed to purchase, pursuant to a separate private placement, a number of shares of common stock equal to the numbers of shares that not subscribed for in the Rights Offering. The backstop agreement provided that the subscription price for the Backstop Parties would be equal to the subscription price applicable to all shareholders under the Rights Offering. Because the Rights Offering was fully subscribed, the Backstop Parties were not required to draw on such commitment. The Company issued 708,530 shares to Backstop Parties in payment of the five percent backstop fee ($1,764,240) payable to the Backstop Parties in connection with the backstop agreement. When shares were issued to the Backstop Parties in payment of the backstop fee, the stock price of SIGA common stock was $2.49 per share (the closing price of the Company’s common stock on November 16, 2016). The fair value of the shares issued in satisfaction of the backstop fee was expensed to the income statement in 2016. There are no remaining payment obligations to the Backstop Parties under the Backstop Agreement. |
Per Share Data
Per Share Data | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Per Share Data | Per Share Data The Company incurred losses for the three months ended March 31, 2017 and 2016 and as a result, equity instruments are excluded from the calculation of diluted earnings (loss) per share as the effect of such shares is anti-dilutive. The weighted average number of equity instruments excluded consist of: Three months ended March 31, 2017 2016 Stock Options 1,709,967 1,895,571 Stock-Settled Stock Appreciation Rights 360,031 361,647 Restricted Stock Units 1,307,464 638,045 (1 ) Warrants 2,690,950 — The appreciation of each stock-settled stock appreciation right was capped at a determined maximum value. As a result, the weighted average number shown in the table above for stock-settled stock appreciation rights reflects the weighted average maximum number of shares that could be issued. (1) Included 363,337 restricted stock units that had vested but had not converted into common stock. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt On September 2, 2016, the Company entered into a loan and security agreement (as amended from time to time, the “Loan Agreement”) with OCM Strategic Credit SIGTEC Holdings, LLC (“Lender”), pursuant to which the Company received $80 million on November 16, 2016 having satisfied certain pre-conditions. Such $80 million had been placed in an escrow account on September 30, 2016 (the “Escrow Funding Date”). Prior to the Escrow Release Date (November 16, 2016), the Company did not have access to, or any ownership interest in, the escrow account. Until the Escrow Release Date occurred, the Company did not have an obligation to make any payments under the Loan Agreement, no security was granted under the Loan Agreement and no affirmative or negative covenants or events of default were effective under the Loan Agreement. Amounts were held in the escrow account until the satisfaction of certain conditions including the closing of the Rights Offering on November 16, 2016. As part of the satisfaction of the PharmAthene claim, funds were released from the escrow account (the date on which such transfer occurred, the “Escrow Release Date”). The Loan Agreement provides for a first-priority senior secured term loan facility in the aggregate principal amount of $80,000,000 (the “Term Loan”), of which (i) $25,000,000 was placed in a reserve account (the “Reserve Account”) only to be utilized to pay interest on the Term Loan as it becomes due; (ii) an additional $5,000,000 was also placed in the Reserve Account and up to the full amount of such $5,000,000 may be withdrawn after June 30, 2018 upon the satisfaction of certain conditions, provided that any of such amount is required to fund any interest to the extent any interest in excess of the aforementioned $25,000,000 is due and owing and any of such $5,000,000 remains in the Reserve Account; and (iii) $50,000,000 (net of fees and expenses then due and owing to the Lender) was paid to PharmAthene as part of the final payment to satisfy the PharmAthene claim. Interest on the Term Loan is at a per annum rate equal to the Adjusted LIBOR rate plus 11.50% , subject to adjustments as set forth in the Loan Agreement. At March 31, 2017, the effective interest rate on the Term Loan was 18.30% . The Company incurred approximately $3.6 million of interest expense during the three months ended March 31, 2017, of which $2.5 million was paid from restricted cash and the remaining $1.1 million accreted to the Term Loan balance. The Term Loan shall mature on the earliest to occur of (i) the four year anniversary of the Escrow Release Date, and (ii) the acceleration of certain obligations pursuant to the Loan Agreement. At maturity, $80 million of principal will be repaid, and an additional $4 million will be paid (see below). Prior to maturity, there are no scheduled principal payments. Through the three and one-half year anniversary of the Escrow Release Date, any prepayment of the Term Loan is subject to a make-whole provision in which interest payments related to the prepaid amount are due (subject to a discount of treasury rate plus 0.50% ). In connection with the Term Loan, the Company has granted the Lender a lien on and security interest in all of the Company’s right, title and interest in substantially all of the Company’s tangible and intangible assets, including all intellectual property. The Loan Agreement contains customary representations and warranties and customary affirmative and negative covenants. These covenants, among other things, require a minimum cash balance throughout the term of the Term Loan and the achievement of regulatory milestones by certain dates, and contain certain limitations on the ability of the Company to incur unreimbursed research and development expenditures over a certain threshold, make capital expenditures over a certain threshold, incur indebtedness, dispose of assets outside of the ordinary course of business and enter into certain merger or consolidation transactions. The aforementioned minimum cash requirement will be $15 million until June 30, 2017 and will reduce to $10 million for the remainder of 2017 and reduce to $5 million for 2018 until the earlier of (i) December 31, 2018 and (ii) 45 days after FDA approval of TPOXX®; thereafter, the minimum cash requirement will be $20 million . The Loan Agreement includes customary events of default, including, among others: (i) non-payment of amounts due thereunder, (ii) the material inaccuracy of representations or warranties made thereunder, (iii) non-compliance with covenants thereunder, (iv) non-payment of amounts due under, or the acceleration of, other material indebtedness of the Company and (v) bankruptcy or insolvency events. Upon the occurrence and during the continuance of an event of default under the Loan Agreement, the interest rate may increase by 2.00% per annum above the rate of interest otherwise in effect, and the Lenders would be entitled to accelerate the maturity of the Company’s outstanding obligations thereunder. As of March 31, 2017, the Company is in compliance with the Loan Agreement covenants. In connection with the Loan Agreement, the Company incurred $8.2 million of costs (including interest on amounts held in the escrow account between September 30, 2016 and November 15, 2016). Furthermore, an additional $4 million will become payable when principal of the Term Loan is repaid. As part of the Company's entry into the Loan Agreement, the Company issued the Warrant with a fair market value of $5.8 million . The fair value of the Warrant, as well as costs related to the Term Loan issuance, are recorded as deductions to the Term Loan balance on the Balance Sheet. These amounts are being amortized using the effective interest method over the life of the related Term Loan. The $4 million that will be paid when principal is repaid is being accreted to the Term Loan balance each quarter on a per diem basis. As of March 31, 2017, the Term Loan balance is $67.7 million . |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Measurements [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash and cash equivalents, restricted cash and cash equivalents, accounts payable and accrued expenses approximates fair value due to the relatively short maturity of these instruments. Common stock warrants which are classified as liabilities are recorded at their fair market value as of each reporting period. The measurement of fair value requires the use of techniques based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. The inputs create the following fair value hierarchy: • Level 1 – Quoted prices for identical instruments in active markets. • Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations where inputs are observable or where significant value drivers are observable. • Level 3 – Instruments where significant value drivers are unobservable to third parties. The Company uses model-derived valuations where certain inputs are unobservable to third parties to determine the fair value of certain common stock warrants on a recurring basis and classify such liability classified warrants in Level 3. On September 2, 2016, the date of issuance of the current liability classified warrant, the Company used a Monte Carlo simulation model to calculate the fair market value of the warrant. The Company compared the Monte Carlo simulation model calculation to a Black-Scholes model calculation. These models generated substantially equal values. As such, the Company utilized a Black-Scholes model for March 31, 2017, consisting of the following variables: (i) the closing price of SIGA’s common stock; (ii) the expected remaining life of the liability classified warrant; (iii) the expected volatility using a weighted-average of historical volatilities from a combination of SIGA and comparable companies; and (iv) the risk-free market rate. At March 31, 2017, the fair value of liability classified warrant is $7.4 million . At March 31, 2017, the fair value of the debt was $71.8 million and the carrying value of the debt was $67.7 million . The Company used a discounted cash flow model to estimate the fair value of the debt by applying a discount rate to future payments expected to be made as set forth in the Loan Agreement. The fair value of the loan was measured using level 3 inputs. The discount rate was determined using market participant assumptions. This valuation required significant judgment. There were no transfers between levels of the fair value hierarchy for the three months ended March 31, 2017. The following table presents changes in the liability classified warrant measured at fair value using Level 3 inputs: Fair Value Measurements of Level 3 liability classified warrant Warrant liability at December 31, 2016 $ 6,727,409 Increase in fair value of warrant liability 626,209 Warrant liability at March 31, 2017 $ 7,353,618 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions A member of the Company’s Board of Directors is a member of the Company’s outside counsel. During the three months ended March 31, 2017 , and 2016, the Company incurred costs of $78,000 , and $363,000 , respectively, related to services provided by the outside counsel. On March 31, 2017 , the Company’s outstanding payables included $35,000 payable to the outside counsel. On October 13, 2016, in connection with the Rights Offering as discussed above, the Company entered into the Backstop Agreement with an affiliate of M&F and the other Backstop Parties. Under the terms of the Backstop Agreement, the Backstop Parties agreed to purchase, pursuant to a separate private placement, a number of shares of common stock equal to the numbers of shares that would have not been subscribed for in the Rights Offering. The Backstop Agreement provided that the subscription price for the Backstop Parties would be equal to the subscription price applicable to all shareholders under the Rights Offering. Because the Rights Offering was fully subscribed, the Backstop Parties were not required to draw on such commitment. When shares were issued to the Backstop Parties in payment of the backstop fee, the stock price of SIGA common stock was $2.49 per share (the closing price of the Company’s common stock on November 16, 2016). The fair value of the shares issued in satisfaction of the backstop fee was expensed to the income statement in 2016. There are no remaining payment obligations to the Backstop Parties under the Backstop Agreement. In October 2012, the Company funded a letter of credit and deposit to take advantage of a lease for office space secured by an affiliate of M&F from a third party landlord on behalf of the Company. Pursuant to such letter of credit, in January 2013 the Company entered into a sublease in which the Company will pay all costs associated with the lease, including rent. All payments made by the Company pursuant to the sublease will either be directly or indirectly made to the third-party landlord and not retained by M&F or any affiliate. The sublease allows for a free rent period of five months beginning April 1, 2013; subsequent to the free rent period, monthly rent payments are $60,000 for the first five years and $63,000 for the next two years. Upon expiration on September 30, 2020, the sublease and lease provides for two consecutive five year renewal options. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Due to the deferral of revenue under the BARDA Contract (see Note 3 for additional information), amounts that would be otherwise recorded as cost of goods sold for delivered courses are recorded as deferred costs on the balance sheet. The value of inventory represents the costs incurred to manufacture TPOXX® under the BARDA Contract. Additional costs incurred to complete production of courses of TPOXX® will be recorded as inventory and reclassified to deferred costs upon delivery to the extent related revenue is deferred. Inventory consisted of the following at March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Work in-process $ 13,361,468 $ 18,916,084 Finished goods 5,758,087 7,293,880 Inventory $ 19,119,555 $ 26,209,964 For the three months ended March 31, 2017 , research and development expenses include inventory write-downs of approximately $ 686,000 . |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consisted of the following at March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Leasehold improvements $ 2,542,043 $ 2,542,044 Computer equipment 762,604 770,479 Furniture and fixtures 455,220 455,220 3,759,867 3,767,743 Less - accumulated depreciation (3,496,565 ) (3,468,266 ) Property, plant and equipment, net $ 263,302 $ 299,477 Depreciation and amortization expense on property, plant, and equipment was $36,175 and $44,452 for the three months ended March 31, 2017 and 2016 respectively. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses and other current liabilities consisted of the following at March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Bonus $ 676,580 $ 2,357,194 Professional fees 393,252 481,641 Vacation 312,414 262,664 Other (primarily R&D vendors and CMOs) 1,566,103 1,483,253 Accrued expenses and other current liabilities $ 2,948,349 $ 4,584,752 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Accounting Standards Codification (“ASC”) 740, Income Taxes requires that a valuation allowance be established when it is “ more likely than not ” that all or a portion of deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including company's performance, the market environment in which the company operates, the utilization of past tax credits, length of carryback and carryforward periods, existing contracts, and unsettled circumstances that, if unfavorably resolved, would adversely affect future operations and profit levels in the future years. Based on the available evidence, the Company continues to conclude that its deferred tax assets are not realizable on a more-likely-than-not basis. During the three months ended March 31, 2017 , the Company recorded an income tax provision of $115,000 on a pre-tax loss of $8.5 million . The effective tax rate differs from the statutory rate as no income tax benefit was recorded for current year operating losses due to the Company’s assessment regarding tax realizability of its deferred tax asset . |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2017 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronoucements | Recent Accounting Pronouncements On January 26, 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The same one-step impairment test will be applied to goodwill at all reporting units, even those with zero or negative carrying amounts. The revised guidance will be applied prospectively, and is effective for calendar year-end in 2020. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company believes adoption of ASU 2017-04 will not have a significant impact on its consolidated financial statements. On November 17, 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB’s Emerging Issues Task Force. The new standard requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. The guidance requires application using a retrospective transition method. The Company is currently evaluating the impact that ASU 2016-18 will have on its consolidated financial statements. On August 26, 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), a consensus of the FASB’s Emerging Issues Task Force. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The standard is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, provided that all of the amendments are adopted in the same period. The guidance requires application using a retrospective transition method. The Company is currently evaluating the impact that ASU 2016-15 will have on its consolidated financial statements. In March 2016, the FASB amended the existing accounting standards for stock-based compensation, ASU 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments impact several aspects of accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company adopted the amendments in first quarter of 2017. Prior to adoption of ASU 2016-09, tax attributes related to stock option windfall deductions were not recorded until they resulted in a reduction of cash tax payable. As of December 31, 2016, the excluded windfall deductions for federal and state purposes were $1.6 million . Upon adoption of ASU 2016-09, the Company recognized the excluded windfall deductions as a deferred tax asset with a corresponding offset to valuation allowance. In regards to the forfeiture policy election, we will continue to estimate the number of awards expected to be forfeited. On February 25, 2016, the FASB issued ASU 2016-02 Leases, which relates to the accounting of leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by leases with lease terms of more than 12 months. In addition, this standard requires both lessees and lessors to disclose certain key information about lease transactions. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact that ASU 2016-02 will have on its consolidated financial statements. In August 2014, the FASB issued Accounting Standard Update ( “ ASU ” ) No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern . This ASU requires management to assess whether there is substantial doubt about the entity’s ability to continue as a going concern and, if so, disclose that fact. Management is also required to evaluate and disclose whether its plans alleviate that doubt. This ASU states that, when making this assessment, management should consider relevant conditions or events that are known or reasonably knowable on the date the financial statements are issued or available to be issued. This ASU is effective for annual periods ending after December 15, 2016 and interim periods thereafter, and early adoption is permitted. The Company adopted ASU 2014-15 and for adoption impact see Note 1 to the financial statements under “liquidity”. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) . ASU No. 2014-09 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition , and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. Additionally, this update supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts . The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It is effective for the first interim period within annual reporting periods beginning after December 15, 2017, and early adoption is permitted for the first interim periods beginning after December 15, 2016. The Company is assessing the potential impact of the variable consideration related to milestones and other payments received as well as the impact of the potential replacement obligation for courses already delivered to BARDA. The Company will continue to assess the impact of ASU 2014-09. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies After several years of proceedings in litigation initiated by PharmAthene in 2006, the Delaware Court of Chancery on August 8, 2014 issued an opinion and order in which it determined, among other things, that PharmAthene was entitled to a lump sum damages award for its lost profits including interest and fees, based on SIGA’s contract with BARDA for the purchase of 2 million courses of TPOXX® which was allegedly anticipated as of December 2006. On September 16, 2014, as a consequence of SIGA’s chapter 11 filing, the legal proceedings with PharmAthene were stayed (see Note 1 to the financial statements), except that the parties agreed by stipulation approved by the Court on October 8, 2014 that the litigation could proceed. On January 15, 2015, the Delaware Court of Chancery entered its Final Order and Judgment (the “ Final Order and Judgment ” ) awarding PharmAthene approximately $195 million , including pre-judgment interest up to January 15, 2015 (the “Outstanding Judgment”). On December 23, 2015 the Delaware Supreme Court affirmed the Outstanding Judgment. Pursuant to the Final Order and Judgment, SIGA also was liable to PharmAthene for $30,663.89 per day in post-judgment interest. On a series of dates up to and including a final payment on November 16, 2016, the Company paid PharmAthene an aggregate of $217 million to fully satisfy the Outstanding Judgment, including post-judgment interest, in accordance with the bankruptcy plan of reorganization. From time to time, we may be involved in a variety of claims, suits, investigations and proceedings arising from the ordinary course of our business, collections claims, breach of contract claims, labor and employment claims, tax and other matters. Although such claims, suits, investigations and proceedings are inherently uncertain and their results cannot be predicted with certainty, we believe that the resolution of such current pending matters, if any, will not have a material adverse effect on our business, consolidated financial position, results of operations or cash flow. Regardless of the outcome, litigation can have an adverse impact on us because of legal costs, diversion of management resources and other factors. |
Reorganization Items, net (Tabl
Reorganization Items, net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Reorganizations [Abstract] | |
Reorganization items | For the three months ended March 31, 2017 and 2016, reorganization items consisted of the following: March 31, 2017 March 31, 2016 Legal fees $ — $ 1,677,945 Professional fees — 1,698,228 Trustee fees — 13,000 Total $ — $ 3,389,173 |
Per Share Data (Tables)
Per Share Data (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of antidilutive securities excluded from computation of earnings per share | The Company incurred losses for the three months ended March 31, 2017 and 2016 and as a result, equity instruments are excluded from the calculation of diluted earnings (loss) per share as the effect of such shares is anti-dilutive. The weighted average number of equity instruments excluded consist of: Three months ended March 31, 2017 2016 Stock Options 1,709,967 1,895,571 Stock-Settled Stock Appreciation Rights 360,031 361,647 Restricted Stock Units 1,307,464 638,045 (1 ) Warrants 2,690,950 — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents changes in the liability classified warrant measured at fair value using Level 3 inputs: Fair Value Measurements of Level 3 liability classified warrant Warrant liability at December 31, 2016 $ 6,727,409 Increase in fair value of warrant liability 626,209 Warrant liability at March 31, 2017 $ 7,353,618 |
Inventory Inventory (Tables)
Inventory Inventory (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory [Abstract] | |
Inventory | Inventory consisted of the following at March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Work in-process $ 13,361,468 $ 18,916,084 Finished goods 5,758,087 7,293,880 Inventory $ 19,119,555 $ 26,209,964 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Property, plant and equipment consisted of the following at March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Leasehold improvements $ 2,542,043 $ 2,542,044 Computer equipment 762,604 770,479 Furniture and fixtures 455,220 455,220 3,759,867 3,767,743 Less - accumulated depreciation (3,496,565 ) (3,468,266 ) Property, plant and equipment, net $ 263,302 $ 299,477 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued expenses and other current liabilities consisted of the following at March 31, 2017 and December 31, 2016 : March 31, 2017 December 31, 2016 Bonus $ 676,580 $ 2,357,194 Professional fees 393,252 481,641 Vacation 312,414 262,664 Other (primarily R&D vendors and CMOs) 1,566,103 1,483,253 Accrued expenses and other current liabilities $ 2,948,349 $ 4,584,752 |
Condensed Consolidated Financ26
Condensed Consolidated Financial Statements - Narrative (Details) course in Millions, $ in Millions | Dec. 22, 2016USD ($) | May 13, 2011USD ($) | Mar. 31, 2017USD ($)course | Dec. 31, 2018USD ($) | Dec. 31, 2016USD ($)course |
Procurement Contract [Line Items] | |||||
Payments for legal settlements | $ 217 | ||||
Reduced holdback amount | $ 41 | $ 41 | |||
BARDA Contract | |||||
Procurement Contract [Line Items] | |||||
Proceeds from manufacture and physical delivery of courses, government contract | $ 368.9 | ||||
Government contract, total number of courses required to be delivered | course | 2 | 2 | |||
Reduced holdback amount | $ 41 | ||||
Forecast | BARDA Contract | |||||
Procurement Contract [Line Items] | |||||
Reduced holdback amount | $ 41 |
Reorganization Items, net - Sch
Reorganization Items, net - Schedule of Reorganization Items (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Reorganizations [Abstract] | ||
Legal fees | $ 0 | $ 1,677,945 |
Professional fees | 0 | 1,698,228 |
Trustee fees | 0 | 13,000 |
Total | $ 0 | $ 3,389,173 |
Reorganization Items, net - Nar
Reorganization Items, net - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Reorganizations [Abstract] | |
Reorganization payments | $ 1.5 |
Procurement Contract and Rese29
Procurement Contract and Research Agreements (Details) | Jun. 24, 2011course | May 13, 2011USD ($)course | May 31, 2011course | Mar. 31, 2017USD ($)coursegrant | Dec. 31, 2016USD ($)course | Dec. 31, 2015course | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) | Dec. 31, 2011USD ($) | Jul. 31, 2016USD ($) | Jun. 28, 2016USD ($) |
Procurement Contract [Line Items] | |||||||||||
Contract value of various options | $ 122,700,000 | ||||||||||
Deferred costs | $ 79,038,559 | $ 72,649,277 | |||||||||
Research and development revenue long-term contract | $ 4,700,000 | ||||||||||
Number of active grants | grant | 1 | ||||||||||
Potential future research and development funding | $ 17,500,000 | ||||||||||
Contract Value, Option, FDA Approval | 50,000,000 | ||||||||||
Contract Value, Detail Of Option Exercisable, Development Activities | 58,300,000 | ||||||||||
Contract Value, Detail Of Option Exercisable, Production Activities | 14,400,000 | ||||||||||
Reduced holdback amount | 41,000,000 | 41,000,000 | |||||||||
Holdback amount pending FDA approval | 102,500,000 | ||||||||||
Number of courses to be delivered by company | course | 467,000 | ||||||||||
Amount of option to be received from BARDA for approval for extension of 84 moth expiry | 50,000,000 | ||||||||||
Increase to funding of research and development contract | $ 10,100,000 | ||||||||||
BARDA Contract | |||||||||||
Procurement Contract [Line Items] | |||||||||||
Number of courses to be delivered | course | 2,000,000 | 2,000,000 | |||||||||
Value of contract | 472,000,000 | ||||||||||
Contract Value of Manufacturing and Delivery Activities | 409,800,000 | $ 41,000,000 | |||||||||
Contract value of development and support activities | $ 62,000,000 | ||||||||||
Number of courses under modified contract | course | 1,700,000 | 1,700,000 | |||||||||
Government contract, number of free courses | course | 300,000 | ||||||||||
Proceeds from manufacture and physical delivery of courses, government contract | 368,900,000 | ||||||||||
Proceeds from advance payments under the BARDA contract | $ 41,000,000 | ||||||||||
Milestone payment | 20,500,000 | 20,500,000 | $ 8,200,000 | $ 12,300,000 | |||||||
Proceeds From Physical Delivery Of Courses, Government Contracts | $ 286,900,000 | ||||||||||
Number of courses delivered and accepted at provisional dosage, once daily | course | 1,300,000 | ||||||||||
Deferred costs | $ 78,400,000 | $ 72,200,000 | |||||||||
Government contract, total number of courses required to be delivered | course | 2,000,000 | 2,000,000 | |||||||||
Reduced holdback amount | $ 41,000,000 | ||||||||||
Increase in payments for delivery of courses of TPOXX | $ 32,600,000 | $ 61,500,000 | |||||||||
Deferred revenue | $ 376,200,000 |
Financial Instruments (Details)
Financial Instruments (Details) - USD ($) | Nov. 16, 2016 | Oct. 13, 2016 | Sep. 02, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
Class of Warrant or Right [Line Items] | ||||||
Exercise price of warrants to purchase common stock | $ 2.29 | |||||
Fair value of warrant | $ 7,353,618 | $ 6,727,409 | ||||
Increase in fair value of warrant liability | (626,209) | $ 0 | ||||
Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants to purchase common stock | 4,000,000 | |||||
Exercise price of warrants to purchase common stock | $ 1.50 | |||||
Exercisable period for warrants (in years) | 10 years | |||||
Equity Rights | ||||||
Class of Warrant or Right [Line Items] | ||||||
Equity offering | $ 35,300,000 | |||||
Subscription Right | Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price of warrants to purchase common stock | $ 1.50 | |||||
Common Stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Issuance of common stock associated with rights offering, shares | 23,523,195 | |||||
Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Fair value of warrant | $ 5,800,000 | $ 7,400,000 | ||||
Risk free interest rate (as a percent) | 1.60% | 2.40% | ||||
Expected dividend rate (as a percent) | 0.00% | 0.00% | ||||
Expected term (in years) | 10 years | 9 years 5 months 1 day | ||||
Expected volatility rate (as a percent) | 80.00% | 80.00% | ||||
Increase in fair value of warrant liability | $ (626,209) | |||||
Private Placement | ||||||
Class of Warrant or Right [Line Items] | ||||||
Payments of stock issuance costs | $ 1,764,240 | |||||
Share price | $ 2.49 | |||||
Common Stock | Subscription Right | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise price of warrants to purchase common stock | 1.50 | |||||
Amount to be invested by each warrant or right to purchase securities, per share | $ 0.65 | |||||
Volume of weighted average price during market hours (as a percent) | 85.00% | |||||
Common Stock | Private Placement | ||||||
Class of Warrant or Right [Line Items] | ||||||
Stock issued during period, new issues, shares | 708,530 |
Per Share Data (Details)
Per Share Data (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Restricted stock units | 363,337 | |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average | 1,709,967 | 1,895,571 |
Stock-Settled Stock Appreciation Rights | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average | 360,031 | 361,647 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average | 1,307,464 | 638,045 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average | 2,690,950 | 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Sep. 02, 2016 | Mar. 31, 2017 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||||||
Fair value of warrant | $ 7,353,618 | $ 6,727,409 | ||||||
London Interbank Offered Rate (LIBOR) | Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin for term loan | 11.50% | |||||||
Effective interest rate (as a percent) | 18.30% | |||||||
Warrants | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair value of warrant | $ 5,800,000 | $ 7,400,000 | ||||||
Secured Debt | Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility | 80,000,000 | 80,000,000 | ||||||
Interest expense, debt | 3,600,000 | |||||||
Interest paid on term loan | 2,500,000 | |||||||
Interest expense accreted to balance | $ 1,100,000 | |||||||
Potential increase in interest rate | 2.00% | |||||||
Costs incurred | $ 8,200,000 | |||||||
Fees and expenses | $ 4,000,000 | |||||||
Remaining borrowing capacity | $ 67,700,000 | |||||||
Secured Debt | US Treasury Rate | Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin for term loan | 0.50% | |||||||
Secured Debt | Repayment of Interests | Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Capacity available for specific purpose other than for trade purchases | $ 25,000,000 | |||||||
Secured Debt | Payments Related to Litigation | Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Capacity available for specific purpose other than for trade purchases | $ 50,000,000 | |||||||
Secured Debt | Forecast | Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Additional borrowing capacity | $ 5,000,000 | |||||||
Minimum cash requirement | $ 10,000,000 | $ 15,000,000 | $ 20,000,000 | $ 5,000,000 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 02, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of warrant | $ 7,353,618 | $ 6,727,409 | |
Warrants | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of warrant | $ 7,400,000 | $ 5,800,000 | |
Senior Secured Term Loan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Loan outstanding | 67,700,000 | ||
Fair Value, Measurements, Recurring | Senior Secured Term Loan | Fair Value, Inputs, Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Loan outstanding | $ 71,800,000 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in Level 3 Liability (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Fair Value Disclosures [Abstract] | |
Warrant liability at December 31, 2016 | $ 6,727,409 |
Increase in fair value of warrant liability | 626,209 |
Warrant liability at March 31, 2017 | $ 7,353,618 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Nov. 16, 2016 | |
Member of Board of Directors | |||
Related Party Transaction [Line Items] | |||
Legal fees | $ 78,000 | $ 363,000 | |
Accounts payable to related party | $ 35,000 | ||
Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Free rent period | 5 months | ||
Monthly rental payments first five years | $ 60,000 | ||
Initial rent period | 5 years | ||
Monthly rental payments after five years | $ 63,000 | ||
Rent period after first five years | 2 years | ||
Private Placement | |||
Related Party Transaction [Line Items] | |||
Share price | $ 2.49 |
Inventory (Details)
Inventory (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2017 | Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |||
Work in process | $ 13,361,468 | $ 18,916,084 | |
Finished goods | 5,758,087 | 7,293,880 | |
Inventory | $ 19,119,555 | $ 26,209,964 | |
Inventory write-downs | $ 686,000 |
Property, Plant and Equipment37
Property, Plant and Equipment (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |||
Leasehold improvements, gross | $ 2,542,043 | $ 2,542,044 | |
Computer equipment, gross | 762,604 | 770,479 | |
Furniture and fixtures, gross | 455,220 | 455,220 | |
Property, plant and equipment, gross | 3,759,867 | 3,767,743 | |
Accumulated depreciation, depletion and amortization, property, plant, and equipment | (3,496,565) | (3,468,266) | |
Property, plant and equipment, net | 263,302 | $ 299,477 | |
Depreciation and other amortization | $ 36,175 | $ 44,452 |
Accrued Expenses and Other Cu38
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Bonus | $ 676,580 | $ 2,357,194 |
Professional fees | 393,252 | 481,641 |
Vacation | 312,414 | 262,664 |
Other (primarily R&D vendors and CMOs) | 1,566,103 | 1,483,253 |
Accrued expenses and other current liabilities | $ 2,948,349 | $ 4,584,752 |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
Current income tax expense (benefit) | $ 115,000,000 |
Income (loss) from continuing operations before income taxes | $ 8,500 |
Recent Accounting Pronounceme40
Recent Accounting Pronouncements - Narrative (Details) $ in Millions | Mar. 31, 2017USD ($) |
Accounting Standards Update 2016-09 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Cumulative effect of new accounting principle in period of adoption | $ 1.6 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 3 Months Ended | |||
May 31, 2011course | Mar. 31, 2017course | Nov. 16, 2016USD ($) | Dec. 23, 2015USD ($) | Jan. 15, 2015USD ($) | |
License Agreement litigation | Settled Litigation | |||||
Loss Contingencies [Line Items] | |||||
Final order and judgment | $ 195,000,000 | ||||
Final order and judgment post-judgment interest | $ 30,663.89 | ||||
Final order and judgment including interest | $ 217,000,000 | ||||
BARDA Contract | |||||
Loss Contingencies [Line Items] | |||||
Number of courses to be delivered | course | 2,000,000 | 2,000,000 |