Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 26, 2019 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | SIGA TECHNOLOGIES INC | |
Entity Central Index Key | 0001010086 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 80,941,524 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 100,263,915 | $ 100,652,809 |
Restricted cash, short-term | 11,248,400 | 11,452,078 |
Accounts receivable | 4,128,216 | 1,959,133 |
Inventory | 2,390,487 | 2,908,210 |
Prepaid expenses and other current assets | 3,503,932 | 4,317,615 |
Total current assets | 121,534,950 | 121,289,845 |
Property, plant and equipment, net | 2,859,865 | 171,274 |
Restricted cash, long-term | 64,480,624 | 68,292,023 |
Deferred tax assets, net | 12,388,524 | 11,733,385 |
Goodwill | 898,334 | 898,334 |
Other assets | 929,963 | 1,058,880 |
Total assets | 203,092,260 | 203,443,741 |
Current liabilities | ||
Accounts payable | (1,070,926) | (1,688,488) |
Accrued expenses and other current liabilities | 10,052,283 | 9,648,917 |
Warrant liability | 7,415,350 | 12,380,939 |
Total current liabilities | 11,123,209 | 11,337,405 |
Other liabilities | 3,321,486 | 1,263,113 |
Long-term debt | 77,777,748 | 75,547,597 |
Total liabilities | 99,637,793 | 100,529,054 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Common stock ($.0001 par value, 600,000,000 shares authorized, 81,046,524 and 80,763,350 issued and outstanding at June 30, 2019, and December 31, 2018, respectively) | 8,105 | 8,076 |
Additional paid-in capital | 220,770,338 | 218,697,872 |
Accumulated deficit | (117,323,976) | (115,791,261) |
Total stockholders’ equity | 103,454,467 | 102,914,687 |
Total liabilities and stockholders’ equity | $ 203,092,260 | $ 203,443,741 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
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 | 81,046,524 | 81,046,524 |
Common stock, shares outstanding | 80,763,350 | 80,763,350 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenues | ||||
Revenues | $ 3,907,611 | $ 2,661,216 | $ 14,366,695 | $ 4,409,150 |
Operating expenses | ||||
Cost of sales and supportive services | 0 | 0 | 915,367 | 0 |
Selling, general and administrative | 3,392,228 | 2,880,394 | 6,558,794 | 5,936,940 |
Research and development | 2,038,323 | 3,312,181 | 6,035,604 | 6,320,007 |
Patent expenses | 182,310 | 178,332 | 370,226 | 396,805 |
Total operating expenses | 5,612,861 | 6,370,907 | 13,879,991 | 12,653,752 |
Operating (loss) income | (1,705,250) | (3,709,691) | 486,704 | (8,244,602) |
Gain (loss) from change in fair value of warrant liability | 656,523 | 360,285 | 3,792,788 | (2,942,829) |
Interest expense | (3,971,031) | (3,843,161) | (7,899,449) | (7,591,979) |
Other income, net | 737,577 | 144,152 | 1,473,706 | 146,387 |
Loss before income taxes | (4,282,181) | (7,048,415) | (2,146,251) | (18,633,023) |
Benefit (provision) for income taxes | 1,119,689 | (2,849) | 613,536 | (497) |
Net and comprehensive loss | $ (3,162,492) | $ (7,051,264) | $ (1,532,715) | $ (18,633,520) |
Basic loss per share | $ (0.04) | $ (0.09) | $ (0.02) | $ (0.24) |
Diluted loss per share | $ (0.05) | $ (0.09) | $ (0.06) | $ (0.24) |
Weighted average shares outstanding: basic | 80,986,524 | 79,094,320 | 80,950,124 | 79,066,768 |
Weighted average shares outstanding: diluted | 82,114,661 | 81,163,386 | 82,129,601 | 79,066,768 |
Product sales and supportive services | ||||
Revenues | ||||
Revenues | $ 0 | $ 0 | $ 7,142,400 | $ 0 |
Research and development | ||||
Revenues | ||||
Revenues | $ 3,907,611 | $ 2,661,216 | $ 7,224,295 | $ 4,409,150 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Net Loss | $ (1,532,715) | $ (18,633,520) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and other amortization | 265,289 | 33,929 |
(Decrease)/increase in fair value of warrant liability | (3,792,788) | 2,942,829 |
Stock-based compensation | 956,284 | 689,721 |
Deferred income taxes provision benefit | (655,139) | (9,777) |
Non-cash interest expense | 2,230,153 | 2,230,153 |
Changes in assets and liabilities: | ||
Accounts receivable | (2,169,083) | (219,547) |
Inventory | 517,724 | 0 |
Deferred costs | 0 | 54,776 |
Prepaid expenses and other current assets | 813,682 | 705,066 |
Other assets | 128,917 | 0 |
Accounts payable, accrued expenses and other current liabilities | (1,848,074) | (854,097) |
Deferred revenue | 1,204,135 | (553,755) |
Other liabilities | (456,818) | (135,394) |
Net cash used in operating activities | (4,338,433) | (13,749,616) |
Cash flows from investing activities: | ||
Capital expenditures | (8,948) | (27,863) |
Net cash used in investing activities | (8,948) | (27,863) |
Cash flows from financing activities: | ||
Payment of employee tax obligations for common stock tendered | (56,590) | (12,328) |
Net cash used in financing activities | (56,590) | (12,328) |
Net decrease in cash and cash equivalents | (4,403,971) | (13,789,807) |
Cash, cash equivalents and restricted cash at the beginning of period | 180,396,910 | 37,101,586 |
Cash, cash equivalents and restricted cash at end of period | 175,992,939 | 23,311,779 |
Supplemental disclosure of non-cash financing activities: | ||
Conversion of warrants to common stock | 1,172,801 | 0 |
Issuance of common stock upon cashless exercise | $ 118,500 | $ 105,900 |
Condensed Consolidated Financia
Condensed Consolidated Financial Statements | 6 Months Ended |
Jun. 30, 2019 | |
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, 2018, included in the 2018 Annual Report on Form 10-K. All terms used but not defined elsewhere herein have the meaning ascribed to them in the Company’s 2018 Annual Report on Form 10-K filed on March 5, 2019. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair presentation of the results of the interim periods have been included. The 2018 year-end condensed consolidated balance sheet data were derived from the audited financial statements but do not include all disclosures required by U.S. GAAP. The results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of the results expected for the full year. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Adoption of ASC 842 On January 1, 2019, the Company adopted ASC 842, Leases (“ASC 842”) using the modified retrospective approach as of the effective date of the standard without revising prior periods. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward its historical lease classification. In addition, the Company elected the hindsight practical expedient to determine the lease term for existing leases. The Company’s election of the hindsight practical expedient resulted in the extension of the Oregon lease term as it was determined that the first renewal option under this lease was expected to be exercised with a reasonable degree of certainty. In the second quarter of 2019, the Company exercised the first renewal option under the Oregon lease. The Company was required to record an operating lease right-of-use asset and a corresponding operating lease liability, equal to the present value of the lease payments at the adoption date. In the determination of future lease payments, the Company has elected to aggregate lease components such as payments for rent, taxes and insurance costs with non-lease components such as maintenance costs and account for these payments as a single lease component. The present value of the lease payments was determined using the Company's incremental borrowing rate. The impact of adopting ASC 842 as of January 1, 2019 was the recording of operating lease right-of-use assets of approximately $2.9 million ; the recording of operating lease liabilities of approximately $3.3 million ; and a decrease to deferred rent of approximately $0.4 million . Revenue Recognition All of the Company’s revenue is derived from long-term contracts that span multiple years. The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). A contract’s transaction price is allocated to distinct performance obligations and recognized as revenue when, or as, a performance obligation is satisfied. As of June 30, 2019, the Company's active performance obligations, for the contracts outlined in Note 3 , consist of the following: four performance obligations relate to research and development services; two relate to manufacture and delivery of product; and one is associated with storage of product. The aggregate amount of transaction price allocated to remaining performance obligations for the 2011 BARDA Contract, 2018 BARDA Contract and the IV Formulation R&D Contract was $59.2 million as of June 30, 2019. Remaining performance obligations represent the transaction price for which work has not been performed and excludes unexercised contract options. During the three and six months ended June 30, 2019, the Company recognized a cumulative catch-up adjustment to revenue of approximately $3.3 million related to the conclusion of historical rate reconciliations in connection with the IV Formulation R&D Contract (defined in Note 3 ), and changes in the projected amount of contract funding expected to be available under the IV Formulation R&D Contract, which impacts the progress-towards-completion calculation required under ASC 606. Contract Balances The timing of revenue recognition, billings and cash collections may result in billed accounts receivable, unbilled receivables (contract assets) and customer advances and deposits (contract liabilities) in the condensed consolidated balance sheets. Generally, amounts are billed as work progresses in accordance with agreed-upon contractual terms either at periodic intervals (monthly) or upon achievement of contractual milestones. Under typical payment terms of fixed price arrangements, the customer pays the Company either performance-based payments or progress payments. For the Company’s cost-type arrangements, the customer generally pays the Company for its actual costs incurred, as well as its allocated overhead and G&A costs. Such payments occur within a short period of time. When the Company receives consideration, or such consideration is unconditionally due, prior to transferring goods or services to the customer under the terms of a sales contract, the Company records deferred revenue, which represents a contract liability. During the six months ended June 30, 2019, the Company recognized revenue of $0.5 million that was included in deferred revenue at the beginning of the period. Restricted Cash and Cash Equivalents Under the terms of the Loan Agreement (as defined below), net cash proceeds from the Company's Priority Review Voucher ("PRV") sale on October 31, 2018 are restricted and are held in a reserve account. Cash held in the reserve account is available to pay interest, fees and principal related to the Term Loan. See Note 8 for additional information. Prior to the second quarter of 2019, there was also a reserve account for certain proceeds of the Loan Agreement. This account was also restricted. Amounts in this reserve account were primarily used to pay interest on the Loan Agreement. This reserve account was closed in the second quarter 2019. The following tables reconcile cash, cash equivalents and restricted cash per the condensed consolidated statements of cash flows to the condensed consolidated balance sheet for each respective period: As of June 30, 2019 December 31, 2018 Cash and cash equivalents $ 100,263,915 $ 100,652,809 Restricted cash-short term 11,248,400 11,452,078 Restricted cash-long term 64,480,624 68,292,023 Cash, cash equivalents and restricted cash $ 175,992,939 $ 180,396,910 June 30, 2018 December 31, 2017 Cash and cash equivalents $ 10,581,112 $ 19,857,833 Restricted cash-short term 11,028,824 10,701,305 Restricted cash-long term 1,701,843 6,542,448 Cash, cash equivalents and restricted cash $ 23,311,779 $ 37,101,586 Recent Accounting Pronouncements On January 26, 2017, the FASB issued ASU No. 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 fiscal years beginning after December 15, 2019. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company believes the adoption of ASU No. 2017-04 will not have a significant impact on its consolidated financial statements. |
Procurement Contract and Resear
Procurement Contract and Research Agreements | 6 Months Ended |
Jun. 30, 2019 | |
Research and Development [Abstract] | |
Procurement Contract and Research Agreements | Procurement Contracts and Research Agreements 2018 BARDA Contract On September 10, 2018, the Company entered into a contract with the U.S. Biomedical Advanced Research and Development Authority (“BARDA”) pursuant to which SIGA agreed to deliver up to 1,488,000 courses of oral TPOXX® to the U.S. Strategic National Stockpile ("Strategic Stockpile"), and to manufacture and deliver to the Strategic Stockpile, or store as vendor-managed inventory, up to 212,000 courses of the intravenous (IV) formulation of TPOXX® ("IV TPOXX®"). Additionally, the contract includes funding from BARDA for advanced development of IV TPOXX®, post-marketing activities for oral and IV TPOXX®, and supportive procurement activities. The contract with BARDA (as amended, modified, or supplemented from time to time, the “2018 BARDA Contract”) contemplates, as of June 30, 2019, up to approximately $600.1 million of payments, of which approximately $51.7 million of payments are included within the base period of performance of five years, approximately $23.4 million of payments are related to exercised options and up to approximately $525.0 million of payments are currently classified as unexercised options. BARDA may choose in its sole discretion when, or whether, to exercise any of the unexercised options. The period of performance for options is up to ten years from the date of entry into the 2018 BARDA Contract and such options could be exercised at any time during the contract term, including during the base period of performance. On May 20, 2019, an option for the manufacture and delivery of 363,070 courses of oral TPOXX® was modified to divide it into four procurement-related options. One of the four new procurement-related options provides for the payment of $11.2 million for the procurement of raw materials to be used in the manufacture of at least 363,070 courses of oral TPOXX®. This new option was exercised simultaneously with the aforementioned modification. Each of the other three new options individually specifies the delivery of approximately 121,000 courses of oral TPOXX® for consideration of approximately $34.0 million . In total, the four new options provide for the manufacture and delivery of 363,070 courses of oral TPOXX® for consideration of approximately $112.5 million . The option modification did not change the overall total potential value of the 2018 BARDA Contract, nor did it change the total amount to be paid in connection with the manufacture and delivery of oral TPOXX® courses. The base period of performance provides for potential payments of approximately $51.7 million for the following activities: payments of approximately $11.1 million for the delivery of approximately 35,700 courses of oral TPOXX® to the Strategic Stockpile; payments of $8.0 million for the manufacture of 20,000 courses of final drug product of IV TPOXX® ("IV FDP"), of which $3.2 million of payments are related to the manufacture of bulk drug substance ("IV BDS") to be used in the manufacture of IV FDP; payments of approximately $32.0 million to fund advanced development of IV TPOXX®; and payments of approximately $0.6 million for supportive procurement activities. As of June 30, 2019, the Company had received $7.1 million for the first quarter 2019 delivery of approximately 23,000 courses of oral TPOXX® to the Strategic Stockpile and $3.2 million for the manufacture of IV BDS. IV BDS is expected to be used for the manufacture of 20,000 courses of IV FDP. The $3.2 million received in 2018 for the manufacture of IV BDS has been recorded as deferred revenue as of December 31, 2018 and June 30, 2019. The options that have been exercised to date provide for potential payments up to approximately $23.4 million . There are exercised options for the following activities: payments up to $11.2 million for the procurement of raw materials to be used in the manufacture of at least 363,070 courses of oral TPOXX®; and, payments of up to $12.2 million for funding of post-marketing activities for oral TPOXX®. Unexercised options provide for potential payments up to approximately $525.0 million in total (if all such options are exercised). There are options for the following activities: payments of up to $439.0 million for the delivery of up to approximately 1,452,300 courses of oral TPOXX® to the Strategic Stockpile; payments of up to $76.8 million for the manufacture of up to 192,000 courses of IV FDP, of which up to $30.7 million of payments would be paid upon the manufacture of IV BDS to be used in the manufacture of IV FDP; payments of up to approximately $3.6 million to fund post-marketing activities for IV TPOXX®; and payments of up to approximately $5.6 million for supportive procurement activities. The options related to IV TPOXX® are divided into two primary manufacturing steps. There are options related to the manufacture of bulk drug substance (“IV BDS Options”), and there are corresponding options (for the same number of IV courses) for the manufacture of final drug product (“IV FDP Options”). BARDA may choose to exercise any, all, or none of these options in its sole discretion. The 2018 BARDA Contract includes: three separate IV BDS Options, each providing for the bulk drug substance equivalent of 64,000 courses of IV TPOXX®; and three separate IV FDP Options, each providing for 64,000 courses of final drug product of IV TPOXX®. BARDA has the sole discretion on whether to simultaneously exercise IV BDS Options and IV FDP Options, or whether to make independent exercise decisions. If BARDA decides to only exercise IV BDS Options, then the Company would receive payments up to $30.7 million ; alternatively, if BARDA decides to exercise both IV BDS Options and IV FDP Options, then the Company would receive payments up to $76.8 million . For each set of options relating to a specific group of courses (for instance, the IV BDS and IV FDP options that reference the same 64,000 courses), BARDA has the option to independently purchase IV BDS or IV FDP. 2011 BARDA Contract On May 13, 2011, the Company signed a contract with BARDA pursuant to which BARDA agreed to buy from the Company 1.7 million courses of oral TPOXX®. Additionally, the Company agreed to contribute to BARDA 300,000 courses at no additional cost to BARDA. The contract with BARDA (as amended, modified, or supplemented from time to time, the “2011 BARDA Contract”) includes a base contract, as modified, (“2011 Base Contract”) as well as options. The 2011 Base Contract provides for approximately $508.7 million of payments, of which as of June 30, 2019, $459.8 million had been received by the Company for the manufacture and delivery of 1.7 million courses of oral TPOXX® and $44.5 million had been received for certain reimbursements in connection with development and supportive activities. Approximately $4.2 million remains eligible to be received in the future for reimbursements of development and supportive activities. For courses of oral TPOXX® that were physically delivered to the Strategic Stockpile under the 2011 BARDA Contract, there are product replacement obligations, including: (i) a product replacement obligation in the event that the final version of oral TPOXX® approved by the FDA was different from any courses of oral TPOXX® that had been delivered to the Strategic Stockpile (the “FDA Approval Replacement Obligation”); (ii) a product replacement obligation, at no cost to BARDA, in the event that oral TPOXX® is recalled or deemed to be recalled for any reason; and (iii) a product replacement obligation in the event that oral TPOXX® does not meet any specified label claims. On July 13, 2018, the FDA approved oral TPOXX® for the treatment of smallpox and there is no difference between the approved product and courses in the Strategic Stockpile. As such, the possibility of the FDA Approval Replacement Obligation resulting in any future replacements of product within the Strategic Stockpile is remote. The 2011 BARDA Contract includes options. On July 30, 2018, the 2011 BARDA Contract was modified and BARDA exercised its option relating to FDA approval of 84-month expiry for oral TPOXX® for which the Company was paid $50.0 million in August 2018. With the option exercise, the 2011 BARDA Contract was modified so that the 2011 Base Contract increased by $50.0 million . Remaining options, if all were exercised by BARDA, would result in aggregate payments to the Company of $72.7 million , including up to $58.3 million of funding for development and supportive activities such as work on a post-exposure prophylaxis ("PEP") indication for TPOXX® and/or $14.4 million of funding for production-related activities related to warm-base manufacturing. BARDA may choose, in its sole discretion not to exercise any or all of the unexercised options. The 2011 BARDA Contract expires in September 2020. Research Agreements and Grants The Company has an R&D program for IV TPOXX®. This program is funded by the 2018 BARDA Contract and a development contract with BARDA (“IV Formulation R&D Contract”). The IV Formulation R&D Contract has a period of performance that terminates on December 30, 2020. As of June 30, 2019, the IV Formulation R&D Contract provides for future aggregate research and development funding of approximately $4.4 million . In July 2019, the Company was awarded a multi-year research contract valued at a total of $19.5 million , with an initial award of $12.4 million , from the United States Department of Defense ("DoD") to support work in pursuit of a potential label expansion for oral TPOXX® that would include post-exposure prophylaxis ("PEP") of smallpox (such work known as the "PEP Label Expansion Program" and the contract referred to as the "PEP Label Expansion R&D Contract"). The term of the initial award is five years. Contracts and grants include, among other things, options that may or may not be exercised at the U.S. Government’s discretion. Moreover, contracts and grants contain customary terms and conditions including the U.S. Government’s right to terminate or restructure a contract or grant for convenience at any time. As such, we may not be eligible to receive all available funds. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory includes costs related to the manufacture of TPOXX®. Inventory consisted of the following: As of June 30, 2019 December 31, 2018 Work in-process $ 2,322,266 $ 1,950,445 Finished goods 68,221 957,765 Inventory $ 2,390,487 $ 2,908,210 |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consisted of the following: As of June 30, 2019 December 31, 2018 Leasehold improvements $ 2,420,028 $ 2,420,028 Computer equipment 581,653 618,248 Furniture and fixtures 377,859 377,859 Operating lease right-of-use assets 2,944,932 — 6,324,472 3,416,135 Less - accumulated depreciation and amortization (3,464,607 ) (3,244,861 ) Property, plant and equipment, net $ 2,859,865 $ 171,274 Depreciation and amortization expense on property, plant, and equipment was $127,566 and $4,139 for the three months ended June 30, 2019 and 2018 , respectively, and $265,289 and $33,929 for the six months ended June 30, 2019 and 2018, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: As of June 30, 2019 December 31, 2018 Bonus $ 1,414,720 $ 2,600,839 Deferred revenue 5,364,080 4,159,946 Interest payable 965,133 35,567 Lease liability, current portion 405,244 — Research and development vendor costs 260,276 1,446,410 Professional fees 535,944 242,043 Vacation 354,206 294,794 Other 752,680 869,318 Accrued expenses and other current liabilities $ 10,052,283 $ 9,648,917 |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Financial Instruments | Financial Instruments 2016 Warrant On September 2, 2016, in connection with the entry into the Loan Agreement (see Note 8 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 $4.0 million 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 per share subscription price paid was $1.50 in connection with the Rights Offering; accordingly, the exercise price of the Warrant was set at $1.50 per share, and there were 2.7 million shares underlying the Warrant. Subsequent to partial exercises of the Warrant, there are approximately 1.5 million shares underlying the Warrant as of June 30, 2019. The Company accounted for the Warrant in accordance with the authoritative guidance which requires that free-standing derivative financial instruments with certain anti-dilution and cash settlement 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 reports the change in fair value in the statement of operations. As of June 30, 2019 , the fair value of the Warrant was $7.4 million . The fair value of the liability-classified Warrant was calculated using the following assumptions: risk free interest rate of 1.88% ; no dividend yield; an expected life of 7.17 years; and a volatility factor of 65% . |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
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 $80.0 million (less fees and other items) on November 16, 2016 having satisfied certain pre-conditions. Such $80.0 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 (see Note 7 ) 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 $80.0 million (the “Term Loan”), of which (i) $25.0 million 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 $5.0 million was also placed in the Reserve Account and up to the full amount of such $5.0 million was eligible to 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 $25.0 million is due and owing and any of such $5.0 million remains in the Reserve Account; and (iii) $50.0 million (net of fees and expenses then due and owing to the Lender) was paid as part of the final payment to satisfy a litigation claim. Interest on the Term Loan is at a per annum rate equal to the Adjusted LIBOR rate plus 11.5% , subject to adjustments as set forth in the Loan Agreement. At June 30, 2019 , the effective interest rate on the Term Loan, which includes interest payments and accretion of unamortized costs and fees, was 19.3% . The Company incurred approximately $4.0 million of interest expense during the three months ended June 30, 2019, of which $1.1 million accreted to the Term Loan balance. On July 12, 2018, upon confirmation that there had been no events of default, $5 million was withdrawn by the Company from the Reserve Account and was placed in the Company's cash operating account. On October 31, 2018, the Loan Agreement was amended to expand the definition of permitted dispositions to include a sale of the PRV. In connection with the amendment, net cash proceeds from the sale of the PRV ( $78.3 million ) were placed in a restricted cash account; such restricted account is to be used only for interest, fees and principal payments (other than those in connection with an event of default) related to the Term Loan. The cash balance in the restricted account was increased to $100.5 million as of July 24, 2019, in connection with an amendment to the Term Loan that allows the Company to diversify the financial institutions at which its remaining unrestricted cash and cash equivalents can be held. The balance in the restricted account represents an approximation of total payments that would be required pursuant to the Term Loan if it were to remain outstanding until its maturity. The Term Loan matures on the earliest to occur of (i) the four-year anniversary of the Escrow Release Date, which will be November 16, 2020, and (ii) the acceleration of certain obligations pursuant to the Loan Agreement. At maturity, $80.0 million of principal will be repaid, and an additional $4.0 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, which will be May 16, 2020, 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 unrestricted 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, make cash distributions and enter into certain merger or consolidation transactions. The minimum unrestricted cash requirement was $5.0 million until August 27, 2018 ( 45 days after FDA approval of oral TPOXX®), at which point the minimum unrestricted cash requirement became $20.0 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 June 30, 2019 , the Company was 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 $4.0 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 (see Note 7 ) 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, were recorded as deductions to the Term Loan balance on the Balance Sheet. These amounts are being amortized on a straight-line basis over the life of the related Term Loan. The Company compared the amortization under the effective interest method with the straight-line basis and determined the results were not materially different. The $4.0 million that will be paid when principal is repaid is being accreted to the Term Loan balance. |
Fair Value of Financial INstrum
Fair Value of Financial INstruments | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying value of cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses and other current liabilities approximates fair value due to the relatively short maturity of these instruments. Common stock warrants which are classified as a liability 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 classifies such liability-classified warrants in Level 3. As described in Note 7 , the fair value of the liability classified warrant was $7.4 million at June 30, 2019 . At June 30, 2019 , the fair value of the debt was $86.6 million and the carrying value of the debt was $77.8 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. There were no transfers between levels of the fair value hierarchy for the six months ended June 30, 2019 . In addition, there were no Level 1 or Level 2 financial instruments as of June 30, 2019 and December 31, 2018. 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, 2018 $ 12,380,939 Decrease in fair value of warrant liability (3,792,788 ) Exercise of warrants (1,172,801 ) Warrant liability at June 30, 2019 $ 7,415,350 |
Per Share Data
Per Share Data | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Per Share Data | Per Share Data The Company computes, presents and discloses earnings per share in accordance with the authoritative guidance which specifies the computation, presentation and disclosure requirements for earnings per share of entities with publicly held common stock or potential common stock. The objective of basic EPS is to measure the performance of an entity over the reporting period by dividing income (loss) by the weighted average shares outstanding. The objective of diluted EPS is consistent with that of basic EPS, except that it also gives effect to all potentially dilutive common shares outstanding during the period. The following is a reconciliation of the basic and diluted loss per share computation: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Net loss for basic earnings per share $ (3,162,492 ) $ (7,051,264 ) $ (1,532,715 ) $ (18,633,520 ) Less: Change in fair value of warrants 656,523 360,285 3,792,788 — Net loss, adjusted for change in fair value of warrants for diluted earnings per share $ (3,819,015 ) $ (7,411,549 ) $ (5,325,503 ) $ (18,633,520 ) Weighted-average shares 80,986,524 79,094,320 80,950,124 79,066,768 Effect of potential common shares 1,128,137 2,069,066 1,179,477 — Weighted-average shares: diluted 82,114,661 81,163,386 82,129,601 79,066,768 Loss per share: basic $ (0.04 ) $ (0.09 ) $ (0.02 ) $ (0.24 ) Loss per share: diluted $ (0.05 ) $ (0.09 ) $ (0.06 ) $ (0.24 ) For the three and six months ended June 30, 2019, the diluted earnings per share calculation reflects the effect of the assumed exercise of outstanding warrants and any corresponding elimination of the impact included in operating results from the change in fair value of the warrants. Weighted-average diluted shares include the dilutive effect of warrants. The dilutive effect of warrants is calculated based on the average share price for each fiscal period using the treasury stock method. The Company incurred losses for the three and six months ended June 30, 2019 and 2018 and as a result, the equity instruments listed below were excluded from the calculation of diluted earnings (loss) per share as the effect of the exercise, conversion or vesting of such instruments would be anti-dilutive. The weighted average number of equity instruments excluded consisted of: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Stock Options 352,015 1,038,071 364,444 1,050,202 Stock-Settled Stock Appreciation Rights — 160,939 3,359 161,662 Restricted Stock Units (1) 527,082 1,473,155 518,295 1,472,581 Warrant — — — 2,690,950 (1) Includes as of June 30, 2018, 294,118 restricted stock units that had vested but not converted into common stock. As of June 30, 2019, all equity instruments, other than shares related to the Warrant, are unvested. 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. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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. Purchase Commitments In the course of our business, the Company regularly enters into agreements with third party organizations to provide contract manufacturing services and research and development services. Under these agreements, the Company issues purchase orders which obligate the Company to pay a specified price when agreed-upon services are performed. Commitments under the purchase orders do not exceed our planned commercial and research and development needs. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Board of Directors and Outside Counsel A member of the Company’s Board of Directors is a member of the Company’s outside counsel. During the three months ended June 30, 2019 and 2018 , the Company incurred expenses of $122,309 and $112,500 , respectively, related to services provided by the outside counsel. During the six months ended June 30, 2019 and 2018, the Company incurred expenses of $235,353 and $220,000 , respectively, related to services provided by the outside counsel. On June 30, 2019 the Company’s outstanding payables and accrued expenses included an approximate $83,664 liability to the outside counsel. Board of Directors-Consulting Agreement On October 13, 2018, the Company, entered into a consulting agreement with Dr. Eric A. Rose, a member, and former Executive Chairman, of the Company’s Board of Directors. Under the agreement, the consulting services will include assisting the Company on expanded indications for TPOXX® and other business development opportunities as requested by the Company. The term of the agreement is for two years, with compensation for such services at an annual rate of $200,000 . During the three months ended June 30, 2019, the Company incurred $50,000 related to services under this agreement. During the six months ended June 30, 2019, the Company incurred $100,000 related to services under this agreement. As of June 30, 2019, the Company’s outstanding payables and accrued expenses included a $50,000 liability associated with this agreement. Real Estate Leases On May 26, 2017 the Company and MacAndrews & Forbes Incorporated (“M&F”) entered into a ten -year Office Lease agreement (the “New HQ Lease”), pursuant to which the Company agreed to lease 3,200 square feet at 31 East 62 nd Street, New York, New York. The Company is utilizing premises leased under the New HQ Lease as its new corporate headquarters. The Company's rental obligations consist of a fixed rent of $25,333 per month in the first sixty-three months of the term, subject to a rent abatement for the first six months of the term. From the first day of the sixty-fourth month of the term through the expiration or earlier termination of the lease, the Company's rental obligations consist of a fixed rent of $29,333 per month. In addition to the fixed rent, the Company will pay a facility fee in consideration of the landlord making available certain ancillary services, commencing on the first anniversary of entry into the lease. The facility fee will be $3,333 per month for the second year of the term and increasing by five percent each year thereafter, to $4,925 per month in the final year of the term. On July 31, 2017, the Company and M&F entered into a Termination of Sublease Agreement (the “Old HQ Sublease Termination Agreement”), pursuant to which the Company and M&F agreed to terminate the sublease dated January 9, 2013 for 6,676 square feet of rental square footage located at 660 Madison Avenue, Suite 1700, New York, New York (such sublease being the “Old HQ Sublease” and the location being the “Old HQ”). Effectiveness of the Old HQ Sublease Termination Agreement was conditioned upon the commencement of a sublease for the Old HQ between M&F and a new subtenant (the “Replacement M&F Sublease”), which occurred on August 2, 2017. The Old HQ Sublease Termination Agreement obligates the Company to pay, on a monthly basis, an amount equal to the discrepancy (the “Rent Discrepancy”) between the sum of certain operating expenses and taxes (“Additional Rent”) and fixed rent under the overlease between M&F and the landlord at 660 Madison Avenue and the sum of Additional Rent and fixed rent under the Replacement M&F Sublease. Under the Old HQ Sublease Termination Agreement, the Company and M&F release each other from any liability under the Old HQ Sublease. Under the Old HQ Sublease, the Company was obligated to pay fixed rent of approximately $60,000 per month until August 2018 and approximately $63,400 per month thereafter until the Old HQ Sublease expiration date of August 31, 2020. Additionally, the Company was obligated to pay certain operating expenses and taxes ("Additional Rent"), such Additional Rent being specified in the overlease between M&F and the landlord at 660 Madison Avenue (the "Old HQ Overlease"). Under the Replacement M&F Sublease, the subtenant’s rental obligations were excused for the first two ( 2 ) months of the lease term (“Rent Concession Period”). Thereafter, the subtenant was obligated to pay fixed rent of $36,996 per month for the first twelve ( 12 ) months, and is obligated to pay $37,831 per month for the next 12 months, and $38,665 per month until the scheduled expiration of the Replacement M&F Sublease on August 24, 2020. In addition to fixed rent, the subtenant is also obligated to pay, pursuant to the Replacement M&F Sublease, a portion of the Additional Rent specified in the Old HQ Overlease. For the time period between August 2, 2017 and August 31, 2020 (the expiration date of the Old HQ Sublease), the Company estimates that it will pay a total of approximately $0.9 million combined in fixed rent and additional amounts payable under the New HQ Lease and a total of approximately $1.1 million in Rent Discrepancy under the Old HQ Sublease Termination Agreement, for a cumulative total of $2.0 million . In contrast, fixed rent and estimated Additional Rent under the Old HQ Sublease, for the aforementioned time period, would have been a total of approximately $2.4 million if each of the New HQ Lease, Replacement M&F Sublease and Old HQ Sublease Termination Agreement had not been entered into by each of the parties thereto. Because amounts such as operating expenses and taxes may vary, the foregoing totals can only be estimated at this time and are subject to change. As a result of the above-mentioned transactions, the Company discontinued usage of Old HQ in the third quarter of 2017. As such, during the year ended December 31, 2017 the Company recorded a loss of approximately $1.1 million in accordance with Accounting Standards Codification ( “ ASC ” ) 420, Exit or Disposal Obligations . This loss primarily represented the discounted value of estimated Rent Discrepancy payments to occur in the future, and included costs related to the termination of the old HQ Sublease. The Company also wrote-off approximately $0.1 million of leasehold improvements and furniture and fixtures related to the Old HQ. The following table summarizes activity relating to the liability that was recorded as a result of the lease termination: Lease Termination liability Balance at December 31, 2018 $ 509,937 Charges (included in selling, general and administrative expenses) 19,208 Cash payments, net of sublease income (175,749 ) Balance at June 30, 2019 $ 353,396 As of June 30, 2019 , approximately $0.1 million of the lease termination liability is included in Other liabilities on the condensed consolidated balance sheet with the remainder included in Accrued expenses and other current liabilities. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Equity | Equity The tables below present changes in stockholder's equity for the three and six months ended June 30, 2019 and 2018. Common Stock Additional Paid-in Capital Accumulated Deficit Other Comprehensive Income Total Stockholders' Equity Shares Amount Balances at March 31, 2019 80,941,524 $ 8,094 $ 220,222,959 $ (114,161,484 ) $ — $ 106,069,569 Net loss — — — (3,162,492 ) — (3,162,492 ) Issuance of common stock upon vesting of RSUs 105,000 11 (11 ) — — — Stock-based compensation — — 547,390 547,390 Balances at June 30, 2019 81,046,524 $ 8,105 $ 220,770,338 $ (117,323,976 ) $ — $ 103,454,467 Common Stock Additional Paid-in Capital Accumulated Deficit Other Comprehensive Income Total Stockholders' Equity Shares Amount Balances at December 31, 2018 80,763,350 $ 8,076 $ 218,697,872 $ (115,791,261 ) $ — $ 102,914,687 Net loss — — — (1,532,715 ) — (1,532,715 ) Issuance of common stock upon exercise of stock options 9,769 1 (1 ) — — — Issuance of common stock upon vesting of RSUs and exercise of stock-settled appreciation rights 121,771 13 (13 ) — — — Issuance of common stock upon exercise of warrants 159,782 16 1,172,785 — — 1,172,801 Payment of common stock tendered for employee stock-based compensation tax obligations (8,148 ) (1 ) (56,589 ) — — (56,590 ) Stock-based compensation — — 956,284 — — 956,284 Balances at June 30, 2019 81,046,524 $ 8,105 $ 220,770,338 $ (117,323,976 ) $ — $ 103,454,467 Common Stock Additional Paid-in Capital Accumulated Deficit Other Comprehensive Income Total Stockholders' Deficiency Shares Amount Balances at March 31, 2018 79,039,000 $ 7,904 $ 214,556,941 $ (549,181,345 ) $ — $ (334,616,500 ) Net loss — — — (7,051,264 ) — (7,051,264 ) Issuance of common stock upon exercise of stock options 13,037 1 (1 ) — — — Issuance of common stock upon vesting of RSUs and exercise of stock-settled appreciation rights 109,795 11 (11 ) — — — Payment of common stock tendered for employee stock-based compensation tax obligations (1,774 ) — (12,328 ) — — (12,328 ) Stock-based compensation — — 362,361 — — 362,361 Balances at June 30, 2018 79,160,058 $ 7,916 $ 214,906,962 $ (556,232,609 ) $ — $ (341,317,731 ) Common Stock Additional Paid-in Capital Accumulated Deficit Other Comprehensive Income Total Stockholders' Deficiency Shares Amount Balances at December 31, 2017 79,039,000 $ 7,904 $ 214,229,581 $ (537,375,776 ) $ — $ (323,138,291 ) Net loss — — — (18,633,520 ) — (18,633,520 ) Issuance of common stock upon exercise of stock options 13,037 1 (1 ) — — — Issuance of common stock upon vesting of RSUs and exercise of stock-settled appreciation rights 109,795 11 (11 ) — — — Payment of common stock tendered for employee stock-based compensation tax obligations (1,774 ) — (12,328 ) — — (12,328 ) Cumulative effect of accounting change — — — (223,313 ) — (223,313 ) Stock-based compensation — — 689,721 — — 689,721 Balances at June 30, 2018 79,160,058 $ 7,916 $ 214,906,962 $ (556,232,609 ) $ — $ (341,317,731 ) |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s provision for income taxes consists of federal and state taxes, as applicable, in amounts necessary to align the Company’s year-to-date tax provision with the effective rate that it expects to achieve for the full year. Each quarter the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary. The effective tax rate for the three months ended June 30, 2019 was 26.15% compared to (0.04)% in the comparable prior period. The effective tax rate for the three months ended June 30, 2019 differs from the U.S. statutory rate of 21% primarily as a result of non-deductible executive compensation under IRC Section 162(m) and a non-taxable adjustment for the fair market value of the Warrant. The effective tax rate for the six months ended June 30, 2019 was 28.59% compared to 0% in the comparable prior period. The effective tax rate for the six months ended June 30, 2019 differs from the U.S. statutory rate of 21% primarily as a result of non-deductible executive compensation under IRC Section 162(m) and a non-taxable adjustment for the fair market value of the Warrant. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company leases its Corvallis, Oregon, facilities and office space under an operating lease which was signed on November 3, 2017 and commenced on January 1, 2018. The initial term of this lease was to expire on December 31, 2019 after which the Company has two successive renewal options; one for two years and the other for three years. In the second quarter of 2019, the Company exercised the first renewal option, which extended the lease expiration date to December 31, 2021. On May 26, 2017 the Company and M&F entered into a ten -year office lease agreement (the “New HQ Lease”), pursuant to which the Company agreed to lease 3,200 square feet in New York, New York. The Company is utilizing premises leased under the New HQ Lease as its corporate headquarters. The Company has no leases that qualify as finance leases. Operating lease costs totaled $0.1 million and $0.1 million for the three months ended June 30, 2019 and 2018, respectively, and $0.3 million and $0.3 million for the six months ended June 30, 2019 and 2018, respectively. Cash paid for amounts included in the measurement of lease liabilities from operating cash flows were $0.1 million and $0.1 million for the three months ended June 30, 2019 and 2018, respectively, and $0.3 million and $0.3 million for the six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, the weighted-average remaining lease term of the Company’s operating leases was 6.62 years while the weighted-average discount rate was 4.53% . Future undiscounted cash flows under operating leases as of June 30, 2019 are expected to be as follows: 2019 $ 292,613 2020 591,108 2021 600,362 2022 368,467 2023 402,078 Thereafter 1,387,139 Total undiscounted cash flows under leases 3,641,767 Less: Imputed interest (551,116 ) Present value of lease liabilities $ 3,090,651 As of June 30, 2019, approximately $2.7 million of the lease liability is included in Other liabilities on the condensed consolidated balance sheet with the current portion included in accrued expenses. As previously disclosed in the Company's 2018 Annual Report on Form 10-K and pursuant to ASC 840, Leases , the predecessor to ASC 842, future minimum lease payments for operating leases having initial or remaining noncancellable lease terms in excess of one year as of December 31, 2018 was as follows: 2019 $ 541,376 2020 304,000 2021 304,000 2022 320,774 2023 352,000 Thereafter 1,197,778 Total $ 3,019,928 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Restricted Cash and Cash Equivalents | Restricted Cash and Cash Equivalents Under the terms of the Loan Agreement (as defined below), net cash proceeds from the Company's Priority Review Voucher ("PRV") sale on October 31, 2018 are restricted and are held in a reserve account. Cash held in the reserve account is available to pay interest, fees and principal related to the Term Loan. See Note 8 for additional information. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On January 26, 2017, the FASB issued ASU No. 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 fiscal years beginning after December 15, 2019. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company believes the adoption of ASU No. 2017-04 will not have a significant impact on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Cash, Cash Equivalents and Restricted Cash | The following tables reconcile cash, cash equivalents and restricted cash per the condensed consolidated statements of cash flows to the condensed consolidated balance sheet for each respective period: As of June 30, 2019 December 31, 2018 Cash and cash equivalents $ 100,263,915 $ 100,652,809 Restricted cash-short term 11,248,400 11,452,078 Restricted cash-long term 64,480,624 68,292,023 Cash, cash equivalents and restricted cash $ 175,992,939 $ 180,396,910 June 30, 2018 December 31, 2017 Cash and cash equivalents $ 10,581,112 $ 19,857,833 Restricted cash-short term 11,028,824 10,701,305 Restricted cash-long term 1,701,843 6,542,448 Cash, cash equivalents and restricted cash $ 23,311,779 $ 37,101,586 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory includes costs related to the manufacture of TPOXX®. Inventory consisted of the following: As of June 30, 2019 December 31, 2018 Work in-process $ 2,322,266 $ 1,950,445 Finished goods 68,221 957,765 Inventory $ 2,390,487 $ 2,908,210 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Property, plant and equipment consisted of the following: As of June 30, 2019 December 31, 2018 Leasehold improvements $ 2,420,028 $ 2,420,028 Computer equipment 581,653 618,248 Furniture and fixtures 377,859 377,859 Operating lease right-of-use assets 2,944,932 — 6,324,472 3,416,135 Less - accumulated depreciation and amortization (3,464,607 ) (3,244,861 ) Property, plant and equipment, net $ 2,859,865 $ 171,274 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following: As of June 30, 2019 December 31, 2018 Bonus $ 1,414,720 $ 2,600,839 Deferred revenue 5,364,080 4,159,946 Interest payable 965,133 35,567 Lease liability, current portion 405,244 — Research and development vendor costs 260,276 1,446,410 Professional fees 535,944 242,043 Vacation 354,206 294,794 Other 752,680 869,318 Accrued expenses and other current liabilities $ 10,052,283 $ 9,648,917 |
Fair Value of Financial INstr_2
Fair Value of Financial INstruments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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, 2018 $ 12,380,939 Decrease in fair value of warrant liability (3,792,788 ) Exercise of warrants (1,172,801 ) Warrant liability at June 30, 2019 $ 7,415,350 |
Per Share Data (Tables)
Per Share Data (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | The following is a reconciliation of the basic and diluted loss per share computation: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Net loss for basic earnings per share $ (3,162,492 ) $ (7,051,264 ) $ (1,532,715 ) $ (18,633,520 ) Less: Change in fair value of warrants 656,523 360,285 3,792,788 — Net loss, adjusted for change in fair value of warrants for diluted earnings per share $ (3,819,015 ) $ (7,411,549 ) $ (5,325,503 ) $ (18,633,520 ) Weighted-average shares 80,986,524 79,094,320 80,950,124 79,066,768 Effect of potential common shares 1,128,137 2,069,066 1,179,477 — Weighted-average shares: diluted 82,114,661 81,163,386 82,129,601 79,066,768 Loss per share: basic $ (0.04 ) $ (0.09 ) $ (0.02 ) $ (0.24 ) Loss per share: diluted $ (0.05 ) $ (0.09 ) $ (0.06 ) $ (0.24 ) |
Schedule of antidilutive securities excluded from computation of earnings per share | The weighted average number of equity instruments excluded consisted of: Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Stock Options 352,015 1,038,071 364,444 1,050,202 Stock-Settled Stock Appreciation Rights — 160,939 3,359 161,662 Restricted Stock Units (1) 527,082 1,473,155 518,295 1,472,581 Warrant — — — 2,690,950 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The following table summarizes activity relating to the liability that was recorded as a result of the lease termination: Lease Termination liability Balance at December 31, 2018 $ 509,937 Charges (included in selling, general and administrative expenses) 19,208 Cash payments, net of sublease income (175,749 ) Balance at June 30, 2019 $ 353,396 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Schedule of Stockholders Equity | The tables below present changes in stockholder's equity for the three and six months ended June 30, 2019 and 2018. Common Stock Additional Paid-in Capital Accumulated Deficit Other Comprehensive Income Total Stockholders' Equity Shares Amount Balances at March 31, 2019 80,941,524 $ 8,094 $ 220,222,959 $ (114,161,484 ) $ — $ 106,069,569 Net loss — — — (3,162,492 ) — (3,162,492 ) Issuance of common stock upon vesting of RSUs 105,000 11 (11 ) — — — Stock-based compensation — — 547,390 547,390 Balances at June 30, 2019 81,046,524 $ 8,105 $ 220,770,338 $ (117,323,976 ) $ — $ 103,454,467 Common Stock Additional Paid-in Capital Accumulated Deficit Other Comprehensive Income Total Stockholders' Equity Shares Amount Balances at December 31, 2018 80,763,350 $ 8,076 $ 218,697,872 $ (115,791,261 ) $ — $ 102,914,687 Net loss — — — (1,532,715 ) — (1,532,715 ) Issuance of common stock upon exercise of stock options 9,769 1 (1 ) — — — Issuance of common stock upon vesting of RSUs and exercise of stock-settled appreciation rights 121,771 13 (13 ) — — — Issuance of common stock upon exercise of warrants 159,782 16 1,172,785 — — 1,172,801 Payment of common stock tendered for employee stock-based compensation tax obligations (8,148 ) (1 ) (56,589 ) — — (56,590 ) Stock-based compensation — — 956,284 — — 956,284 Balances at June 30, 2019 81,046,524 $ 8,105 $ 220,770,338 $ (117,323,976 ) $ — $ 103,454,467 Common Stock Additional Paid-in Capital Accumulated Deficit Other Comprehensive Income Total Stockholders' Deficiency Shares Amount Balances at March 31, 2018 79,039,000 $ 7,904 $ 214,556,941 $ (549,181,345 ) $ — $ (334,616,500 ) Net loss — — — (7,051,264 ) — (7,051,264 ) Issuance of common stock upon exercise of stock options 13,037 1 (1 ) — — — Issuance of common stock upon vesting of RSUs and exercise of stock-settled appreciation rights 109,795 11 (11 ) — — — Payment of common stock tendered for employee stock-based compensation tax obligations (1,774 ) — (12,328 ) — — (12,328 ) Stock-based compensation — — 362,361 — — 362,361 Balances at June 30, 2018 79,160,058 $ 7,916 $ 214,906,962 $ (556,232,609 ) $ — $ (341,317,731 ) Common Stock Additional Paid-in Capital Accumulated Deficit Other Comprehensive Income Total Stockholders' Deficiency Shares Amount Balances at December 31, 2017 79,039,000 $ 7,904 $ 214,229,581 $ (537,375,776 ) $ — $ (323,138,291 ) Net loss — — — (18,633,520 ) — (18,633,520 ) Issuance of common stock upon exercise of stock options 13,037 1 (1 ) — — — Issuance of common stock upon vesting of RSUs and exercise of stock-settled appreciation rights 109,795 11 (11 ) — — — Payment of common stock tendered for employee stock-based compensation tax obligations (1,774 ) — (12,328 ) — — (12,328 ) Cumulative effect of accounting change — — — (223,313 ) — (223,313 ) Stock-based compensation — — 689,721 — — 689,721 Balances at June 30, 2018 79,160,058 $ 7,916 $ 214,906,962 $ (556,232,609 ) $ — $ (341,317,731 ) |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, Maturity | Future undiscounted cash flows under operating leases as of June 30, 2019 are expected to be as follows: 2019 $ 292,613 2020 591,108 2021 600,362 2022 368,467 2023 402,078 Thereafter 1,387,139 Total undiscounted cash flows under leases 3,641,767 Less: Imputed interest (551,116 ) Present value of lease liabilities $ 3,090,651 |
Schedule of Future Minimum Rental Payments for Operating Leases | As previously disclosed in the Company's 2018 Annual Report on Form 10-K and pursuant to ASC 840, Leases , the predecessor to ASC 842, future minimum lease payments for operating leases having initial or remaining noncancellable lease terms in excess of one year as of December 31, 2018 was as follows: 2019 $ 541,376 2020 304,000 2021 304,000 2022 320,774 2023 352,000 Thereafter 1,197,778 Total $ 3,019,928 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease, liability | $ 3,090,651 | ||
Revenue, remaining performance obligation, amount | $ 59,200,000 | ||
Cumulative catch-up adjustment to revenue, modification of contract | 3,300,000 | ||
Revenue recognized | $ 1,000,000 | ||
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease, right-of-use asset | $ 2,900,000 | ||
Operating lease, liability | 3,300,000 | ||
Deferred rent | $ 400,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash, Cash Equivalents, Restricted Cash (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 100,263,915 | $ 100,652,809 | $ 10,581,112 | $ 19,857,833 |
Restricted cash - short-term | 11,248,400 | 11,452,078 | 11,028,824 | 10,701,305 |
Restricted cash - long-term | 64,480,624 | 68,292,023 | 1,701,843 | 6,542,448 |
Cash, cash equivalents and restricted cash | $ 175,992,939 | $ 180,396,910 | $ 23,311,779 | $ 37,101,586 |
Procurement Contract and Rese_2
Procurement Contract and Research Agreements (Details) contract in Millions | May 20, 2019USD ($)course | Mar. 31, 2019USD ($)course | Feb. 21, 2019USD ($) | Sep. 10, 2018USD ($)coursestep | May 13, 2011USD ($)course | Jul. 31, 2019USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)coursecontract | Jun. 30, 2018USD ($) |
Procurement Contract [Line Items] | ||||||||||
Number of courses to be delivered | course | 1,488,000 | |||||||||
Number of courses stored as vendor-managed inventory | course | 212,000 | |||||||||
Value of contract | $ 600,100,000 | $ 508,700,000 | $ 32,000,000 | |||||||
Number of courses divided into new procurement-related options | course | 363,070 | |||||||||
Payment for procurement of raw materials | $ 11,200,000 | |||||||||
Government contract base value award for delivery and support activities | 51,700,000 | |||||||||
Government contract, base value of award for delivery of courses | $ 11,100,000 | |||||||||
Number of courses delivered, options, final drug product | course | 35,700 | |||||||||
Payments for final drug product | $ 8,000,000 | |||||||||
Number of courses manufactured, options, final drug product | course | 20,000 | |||||||||
Government contract, number of payments to be paid upon delivery of bulk drug substance | $ 3,200,000 | |||||||||
Government contract, payments for supportive procurement activities | $ 600,000 | |||||||||
Proceeds for delivery of courses | $ 34,000,000 | $ 7,100,000 | ||||||||
Number of courses that payment was received for | course | 23,000 | |||||||||
Number of primary manufacturing steps | step | 2 | |||||||||
Number of courses under modified contract | contract | 1.7 | |||||||||
Government contract, number of additional courses purchased under modified contract | course | 300,000 | |||||||||
Proceeds from manufacture and physical delivery of courses, government contract | $ 459,800,000 | $ 459,800,000 | ||||||||
Amount received from contract for development and support activities | 44,500,000 | 44,500,000 | ||||||||
Contract value, option, FDA approval | 50,000,000 | |||||||||
Contract value of various options | $ 72,700,000 | |||||||||
Contract value, detail of option exercisable, development activities | $ 23,400,000 | 58,300,000 | ||||||||
Contract value, detail of option exercisable, production activities | $ 525,000,000 | $ 14,400,000 | ||||||||
Research and development, future aggregate amount | 4,400,000 | 4,400,000 | ||||||||
Revenues | 3,907,611 | $ 2,661,216 | $ 14,366,695 | $ 4,409,150 | ||||||
BARDA Contract | ||||||||||
Procurement Contract [Line Items] | ||||||||||
Number of courses divided into new procurement-related options | course | 121,000 | |||||||||
Number of courses delivered, options, final drug product | course | 1,452,300 | |||||||||
Number of courses manufactured, options, final drug product | course | 192,000 | 64,000 | ||||||||
Government contract, number of payments to be paid upon delivery of bulk drug substance | $ 30,700,000 | |||||||||
Proceeds for delivery of courses | $ 112,500,000 | |||||||||
Payments for funding post marketing activities | $ 12,200,000 | |||||||||
Government contract, option value for delivery and courses | 439,000,000 | |||||||||
Government contract, payments to manufacture courses | 77,000,000 | |||||||||
Contract value of development and support activities | 5,600,000 | |||||||||
Amount eligible to be received in the future for reimbursements of development and supportive activities | $ 4,200,000 | $ 4,200,000 | ||||||||
Contract value, detail of option exercisable, development activities | 3,600,000 | |||||||||
IV BDS Options & IV FDP Options | BARDA Contract | ||||||||||
Procurement Contract [Line Items] | ||||||||||
Government contract, options, payments for exercise of options | $ 76,800,000 | |||||||||
Subsequent Event | ||||||||||
Procurement Contract [Line Items] | ||||||||||
Grants receivable | $ 19,500,000 | |||||||||
Grant [Member] | Subsequent Event | ||||||||||
Procurement Contract [Line Items] | ||||||||||
Revenues | $ 12,400,000 |
Inventory (Details)
Inventory (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Work in process | $ 2,322,266 | $ 1,950,445 |
Finished goods | 68,221 | 957,765 |
Inventory | $ 2,390,487 | $ 2,908,210 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||||
Leasehold improvements | $ 2,420,028 | $ 2,420,028 | $ 2,420,028 | ||
Computer equipment | 581,653 | 581,653 | 618,248 | ||
Furniture and fixtures | 377,859 | 377,859 | 377,859 | ||
Operating lease right-of-use assets | 2,944,932 | 2,944,932 | 0 | ||
Property, plant and equipment, gross | 6,324,472 | 6,324,472 | 3,416,135 | ||
Less - accumulated depreciation and amortization | (3,464,607) | (3,464,607) | (3,244,861) | ||
Property, plant and equipment, net | 2,859,865 | 2,859,865 | $ 171,274 | ||
Depreciation and other amortization | $ 127,566 | $ 4,139 | $ 265,289 | $ 33,929 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Bonus | $ 1,414,720 | $ 2,600,839 |
Deferred revenue | 5,364,080 | 4,159,946 |
Interest payable | 965,133 | 35,567 |
Lease liability, current portion | 405,244 | 0 |
Research and development vendor costs | 260,276 | 1,446,410 |
Professional fees | 535,944 | 242,043 |
Vacation | 354,206 | 294,794 |
Other | 752,680 | 869,318 |
Accrued expenses and other current liabilities | $ 10,052,283 | $ 9,648,917 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) | Sep. 02, 2016USD ($)$ / sharesshares | Jun. 30, 2019USD ($)shares | Dec. 31, 2018USD ($) |
Class of Warrant or Right [Line Items] | |||
Fair value of warrant | $ 7,415,350 | $ 12,380,939 | |
Warrants | |||
Class of Warrant or Right [Line Items] | |||
Value of common stock issued, exercise of warrants | $ 4,000,000 | ||
Exercise price of warrants to purchase common stock | $ / shares | $ 2.29 | ||
Exercisable period for warrants (in years) | 10 years | ||
Fair value of warrant | $ 7,400,000 | ||
Warrants, measurement input | 0.02 | ||
Warrants, term | 7 years 2 months 1 day | ||
Subscription Right | |||
Class of Warrant or Right [Line Items] | |||
Exercise price of warrants to purchase common stock | $ / shares | $ 1.50 | ||
Dividend Yield | Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0 | ||
Volatility | Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants, measurement input | 0.65 | ||
Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | shares | 2,700,000 | ||
Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | shares | 1,500,000 | ||
Fair value of warrant | $ 5,800,000 | $ 7,400,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Oct. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 24, 2019 | Jul. 12, 2018 | Sep. 02, 2016 |
Debt Instrument [Line Items] | ||||||||
Proceeds from sale of priority review voucher | $ 78,300,000 | |||||||
Fair value of warrant | $ 7,415,350 | $ 7,415,350 | $ 12,380,939 | |||||
London Interbank Offered Rate (LIBOR) | Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Margin for term loan | 11.50% | |||||||
Effective interest rate (as a percent) | 19.26% | |||||||
Warrants | ||||||||
Debt Instrument [Line Items] | ||||||||
Fair value of warrant | 7,400,000 | $ 7,400,000 | $ 5,800,000 | |||||
Secured Debt | Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility | 80,000,000 | 80,000,000 | 80,000,000 | |||||
Additional borrowing capacity | 5,000,000 | 5,000,000 | ||||||
Interest expense, debt | 4,000,000 | |||||||
Interest expense accreted to balance | 1,100,000 | |||||||
Cash withdrawn from reserve account | $ 5,000,000 | |||||||
Fees and expenses | 4,000,000 | $ 4,000,000 | ||||||
Potential increase in interest rate | 2.00% | |||||||
Minimum cash requirement | $ 5,000,000 | |||||||
Costs incurred | $ 8,200,000 | |||||||
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 | $ 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 | $ 50,000,000 | ||||||
Forecast | Secured Debt | Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum cash requirement | $ 20,000,000 | |||||||
Subsequent Event | Secured Debt | Loan Agreement | ||||||||
Debt Instrument [Line Items] | ||||||||
Restricted cash | $ 100,500,000 |
Fair Value of Financial INstr_3
Fair Value of Financial INstruments - Narrative (Details) - USD ($) | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 02, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of warrant | $ 7,415,350 | $ 12,380,939 | |
Loan outstanding | 77,777,748 | $ 75,547,597 | |
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 | 77,800,000 | ||
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 | $ 86,600,000 |
Fair Value of Financial INstr_4
Fair Value of Financial INstruments - Change in Level 3 Liability (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Fair Value Disclosures [Abstract] | |
Warrant liability at December 31, 2018 | $ 12,380,939 |
Decrease in fair value of warrant liability | (3,792,788) |
Exercise of warrants | (1,172,801) |
Warrant liability at March 31, 2019 | $ 7,415,350 |
Per Share Data - Earnings per S
Per Share Data - Earnings per Share Reconciliation (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Earnings Per Share [Abstract] | ||||
Net loss for basic earnings per share | $ (3,162,492) | $ (7,051,264) | $ (1,532,715) | $ (18,633,520) |
Gain (loss) from change in fair value of warrant liability | 656,523 | 360,285 | 3,792,788 | (2,942,829) |
Net loss, adjusted for change in fair value of warrants for diluted earnings per share | $ (3,819,015) | $ (7,411,549) | $ (5,325,503) | $ (18,633,520) |
Weighted average shares outstanding: basic | 80,986,524 | 79,094,320 | 80,950,124 | 79,066,768 |
Effect of potential common shares | 1,128,137 | 2,069,066 | 1,179,477 | 0 |
Weighted average shares outstanding: diluted | 82,114,661 | 81,163,386 | 82,129,601 | 79,066,768 |
Basic loss per share | $ (0.04) | $ (0.09) | $ (0.02) | $ (0.24) |
Diluted loss per share | $ (0.05) | $ (0.09) | $ (0.06) | $ (0.24) |
Per Share Data - Antidilutive S
Per Share Data - Antidilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average | 352,015 | 1,038,071 | 364,444 | 1,050,202 |
Stock-Settled Stock Appreciation Rights | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average | 0 | 160,939 | 3,359 | 161,662 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average | 527,082 | 1,473,155 | 518,295 | 1,472,581 |
Options vested, exercisable (shares) | 294,118 | 294,118 | ||
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average | 0 | 0 | 0 | 2,690,950 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) | Jul. 31, 2017USD ($) | May 26, 2017USD ($)ft² | May 31, 2017USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2018USD ($) | Oct. 13, 2018USD ($) | Jan. 09, 2013ft² |
Related Party Transaction [Line Items] | |||||||||||
Related party transaction, due to related party | $ 200,000 | ||||||||||
Related party transaction, expenses from transactions with related party | $ 50,000 | $ 100,000 | |||||||||
Related Party Costs | 50,000 | ||||||||||
Member of Board of Directors | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Legal fees | 122,000 | $ 113,000 | 235,000 | $ 220,000 | |||||||
Accounts payable to related party | 83,664 | 83,664 | |||||||||
MacAndrews & Forbes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Area of real estate property (in sq ft) | ft² | 6,676 | ||||||||||
Rent expense, sublease rentals, net | $ 2,000,000 | ||||||||||
Rent expense, sublease rentals, estimate | 2,400,000 | ||||||||||
New HQ Lease | MacAndrews & Forbes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Lessee, operating lease, term (years) | 10 years | ||||||||||
Area of real estate property (in sq ft) | ft² | 3,200 | ||||||||||
Monthly rental payments for initial period | $ 25,333 | ||||||||||
Monthly rental payments after initial period | 29,333 | ||||||||||
Additional facility fee | $ 3,333 | ||||||||||
Facility fee annual increase, percent | 500.00% | ||||||||||
Facility fee after initial period | $ 0 | ||||||||||
Old HQ Subleas | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Business exit cost | $ 1,100,000 | ||||||||||
Write down of leasehold improvements and furniture | $ 100,000 | ||||||||||
Old HQ Subleas | MacAndrews & Forbes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Monthly rental payments for initial period | 60,000 | ||||||||||
Monthly rental payments after initial period | 63,400 | ||||||||||
Rent discrepancy, sublease rentals | 1,100,000 | ||||||||||
Replacement M&F Sublease | MacAndrews & Forbes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Monthly rental payments for initial period | 36,996 | ||||||||||
Monthly rental payments after initial period | $ 37,831 | ||||||||||
Free rent period | 2 months | ||||||||||
Initial rent period | 12 months | ||||||||||
Monthly rental payments after secondary period | $ 38,665 | ||||||||||
Rent expense, sublease rentals | $ 900,000 | ||||||||||
Other Liabilities | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Lease termination liability | $ 100,000 | $ 100,000 |
Related Party Transactions - Re
Related Party Transactions - Related Party Activity (Details) | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance at December 31, 2018 | $ 509,937 |
Charges (included in selling, general and administrative expenses) | 19,208 |
Cash payments, net of sublease income | (175,749) |
Balance at March 31, 2019 | $ 353,396 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate (percent) | 26.15% | (0.04%) | 28.59% | 0.00% |
Equity - Changes in Stockholder
Equity - Changes in Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2017 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Total Stockholders' Equity (shares) | 80,763,350 | ||||
Total Stockholders' Equity | $ 106,069,569 | $ (334,616,500) | $ 102,914,687 | $ (323,138,291) | |
Net Loss | (3,162,492) | (7,051,264) | (1,532,715) | (18,633,520) | |
Issuance of common stock upon exercise of stock options | 0 | 0 | 0 | ||
Issuance of common stock upon vesting of RSUs and exercise of stock-settled appreciation rights | 0 | 0 | 0 | 0 | |
Issuance of common stock upon exercise of warrants | 1,172,801 | ||||
Payment of common stock tendered for employee stock-based compensation tax obligations | (12,328) | (56,590) | (12,328) | ||
Cumulative effect of accounting change | $ (223,313) | ||||
Stock-based compensation | $ 547,390 | 362,361 | $ 956,284 | 689,721 | |
Total Stockholders' Equity (shares) | 80,763,350 | 80,763,350 | |||
Total Stockholders' Equity | $ 103,454,467 | $ (341,317,731) | $ 103,454,467 | $ (341,317,731) | |
Common Stock | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Total Stockholders' Equity (shares) | 80,941,524 | 79,039,000 | 80,763,350 | 79,039,000 | |
Total Stockholders' Equity | $ 8,094 | $ 7,904 | $ 8,076 | $ 7,904 | |
Issuance of common stock upon exercise of stock options (shares) | 13,037 | 9,769 | 13,037 | ||
Issuance of common stock upon exercise of stock options | $ 1 | $ 1 | $ 1 | ||
Issuance of common stock upon vesting of RSUs and exercise of stock-settled appreciation rights (shares) | 105,000 | 109,795 | 121,771 | 109,795 | |
Issuance of common stock upon vesting of RSUs and exercise of stock-settled appreciation rights | $ 11 | $ 11 | $ 13 | $ 11 | |
Issuance of common stock upon exercise of warrants (shares) | 159,782 | ||||
Issuance of common stock upon exercise of warrants | $ 16 | ||||
Payment of common stock tendered for employee stock-based compensation tax obligations (shares) | (1,774) | (8,148) | (1,774) | ||
Payment of common stock tendered for employee stock-based compensation tax obligations | $ 0 | $ (1) | $ 0 | ||
Total Stockholders' Equity (shares) | 81,046,524 | 79,160,058 | 81,046,524 | 79,160,058 | |
Total Stockholders' Equity | $ 8,105 | $ 7,916 | $ 8,105 | $ 7,916 | |
Additional Paid-in Capital | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Total Stockholders' Equity | 220,222,959 | 214,556,941 | 218,697,872 | 214,229,581 | |
Issuance of common stock upon exercise of stock options | (1) | (1) | (1) | ||
Issuance of common stock upon vesting of RSUs and exercise of stock-settled appreciation rights | (11) | (11) | (13) | (11) | |
Issuance of common stock upon exercise of warrants | 1,172,785 | ||||
Payment of common stock tendered for employee stock-based compensation tax obligations | (12,328) | (56,589) | (12,328) | ||
Stock-based compensation | 547,390 | 362,361 | 956,284 | 689,721 | |
Total Stockholders' Equity | 220,770,338 | 214,906,962 | 220,770,338 | 214,906,962 | |
Accumulated Deficit | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Total Stockholders' Equity | (114,161,484) | (549,181,345) | (115,791,261) | (537,375,776) | |
Net Loss | (3,162,492) | (7,051,264) | (18,633,520) | ||
Cumulative effect of accounting change | $ (223,313) | ||||
Stock-based compensation | 0 | 0 | 0 | ||
Total Stockholders' Equity | (117,323,976) | (556,232,609) | (117,323,976) | (556,232,609) | |
Other Comprehensive Income | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Total Stockholders' Equity | 0 | 0 | 0 | 0 | |
Stock-based compensation | 0 | 0 | 0 | ||
Total Stockholders' Equity | $ 0 | $ 0 | $ 0 | $ 0 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019USD ($)option | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)option | Jun. 30, 2018USD ($) | May 26, 2017ft² | Jan. 09, 2013ft² | |
Lessee, Lease, Description [Line Items] | ||||||
Number of renewal options | option | 2 | 2 | ||||
Operating lease, cost | $ | $ 0 | $ 0.1 | $ 0 | $ 0.3 | ||
Operating lease, payments | $ | $ 0 | $ 0.1 | $ 0 | $ 0.3 | ||
Operating lease, weighted average remaining lease term (years) | 6 years 7 months 13 days | 6 years 7 months 13 days | ||||
Operating lease, weighted average discount rate (percent) | 4.53% | 4.53% | ||||
MacAndrews & Forbes | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Area of real estate property (in sq ft) | ft² | 6,676 | |||||
New HQ Lease | MacAndrews & Forbes | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Lessee, operating lease, term (years) | 10 years | |||||
Area of real estate property (in sq ft) | ft² | 3,200 | |||||
One | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Length of renewal options (years) | 2 years | |||||
Two | ||||||
Lessee, Lease, Description [Line Items] | ||||||
Length of renewal options (years) | 3 years |
Leases - Future Undiscounted Ca
Leases - Future Undiscounted Cash Flows Under Operating Leases (Details) | Jun. 30, 2019USD ($) |
Lessee, Lease, Description [Line Items] | |
2019 | $ 292,613 |
2020 | 591,108 |
2021 | 600,362 |
2022 | 368,467 |
2023 | 402,078 |
Thereafter | 1,387,139 |
Total undiscounted cash flows under leases | 3,641,767 |
Less: Imputed interest | (551,116) |
Present value of lease liabilities | 3,090,651 |
Other Liabilities | |
Lessee, Lease, Description [Line Items] | |
Present value of lease liabilities | $ 2,700,000 |
Leases - Future Minimum Cash Re
Leases - Future Minimum Cash Rental Commitments (Details) | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 541,376 |
2020 | 304,000 |
2021 | 304,000 |
2022 | 320,774 |
2023 | 352,000 |
Thereafter | 1,197,778 |
Total | $ 3,019,928 |