Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 11, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | NORTHWEST BIOTHERAPEUTICS INC | |
Entity Central Index Key | 0001072379 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Trading Symbol | NWBO | |
Entity Common Stock, Shares Outstanding | 597,061,801 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 1,970 | $ 22,224 |
Prepaid expenses and other current assets | 2,602 | 1,574 |
Total current assets | 4,572 | 23,798 |
Non-current assets: | ||
Property, plant and equipment, net | 365 | 108 |
Right-of-use asset, net | 4,455 | 0 |
Other assets | 753 | 761 |
Total non-current assets | 5,573 | 869 |
TOTAL ASSETS | 10,145 | 24,667 |
Current liabilities: | ||
Accounts payable and accrued expenses | 6,609 | 15,506 |
Accounts payable and accrued expenses to related parties and affiliates | 788 | 4,588 |
Convertible notes, net | 632 | 1,863 |
Convertible notes to related party | 0 | 5,400 |
Notes payable, net | 6,310 | 7,155 |
Notes payable to related party | 61 | 393 |
Shares payable | 138 | 138 |
Contingent payable derivative liability | 7,015 | 0 |
Warrant liability | 31,579 | 29,995 |
Lease liabilities | 291 | 0 |
Deferred profit on sale-leaseback transaction | 0 | 4,802 |
Total current liabilities | 53,423 | 69,840 |
Non-current liabilities: | ||
Note payable, net of current portion, net | 6,652 | 1,986 |
Lease liabilities, net of current portion | 4,605 | 0 |
Total non-current liabilities | 11,257 | 1,986 |
Total liabilities | 64,680 | 71,826 |
COMMITMENTS AND CONTINGENCIES (Note 12) | ||
Stockholders' deficit: | ||
Preferred stock ($0.001 par value); 100,000,000 shares authorized as of September 30, 2019 and December 31, 2018, respectively | 0 | 0 |
Common stock ($0.001 par value); 1,200,000,000 shares authorized; 582.8 million and 523.2 million shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively | 583 | 523 |
Additional paid-in capital | 789,449 | 775,741 |
Stock subscription receivable | (10) | (10) |
Accumulated deficit | (846,580) | (824,413) |
Accumulated other comprehensive income | 2,023 | 1,000 |
Total stockholders' deficit | (54,535) | (47,159) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 10,145 | $ 24,667 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par or stated value per share | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 |
Common stock, shares issued | 582,800,000 | 523,200,000 |
Common stock, shares outstanding | 582,800,000 | 523,200,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenues: | ||||
Research and other | $ 593 | $ 453 | $ 1,513 | $ 863 |
Total revenues | 593 | 453 | 1,513 | 863 |
Operating costs and expenses: | ||||
Research and development | 3,409 | 4,296 | 9,704 | 14,311 |
General and administrative | 2,838 | 3,531 | 9,413 | 20,985 |
Legal expenses | 802 | 1,945 | 3,255 | 4,056 |
Total operating costs and expenses | 7,049 | 9,772 | 22,372 | 39,352 |
Loss from operations | (6,456) | (9,319) | (20,859) | (38,489) |
Other income (expense): | ||||
Change in fair value of derivative liabilities | 2,460 | 24,358 | (2,360) | 19,220 |
Loss from extinguishment of debt | (504) | (229) | (508) | (830) |
Interest expense | (724) | (1,596) | (2,267) | (8,222) |
Foreign currency transaction loss | (1,018) | (636) | (975) | (1,823) |
Total other income (loss) | 214 | 21,897 | (6,110) | 8,345 |
Net income (loss) | (6,242) | 12,578 | (26,969) | (30,144) |
Deemed dividend on convertible preferred stock | 0 | (4,175) | 0 | (17,765) |
Net income (loss) applicable to common stockholders | (6,242) | 8,403 | (26,969) | (47,909) |
Other comprehensive income | ||||
Foreign currency translation adjustment | 892 | 301 | 1,023 | 982 |
Total comprehensive income (loss) | $ (5,350) | $ 12,879 | $ (25,946) | $ (29,162) |
Net earnings (loss) per share applicable to common stockholders Basic | $ (0.01) | $ 0.02 | $ (0.05) | $ (0.12) |
Net earnings (loss) per share applicable to common stockholders Diluted | $ (0.01) | $ 0.02 | $ (0.05) | $ (0.12) |
Weighted average shares used in computing basic earnings (loss) per share | 577,130 | 461,040 | 552,335 | 414,426 |
Weighted average shares used in computing diluted earnings (loss) per share | 577,130 | 516,300 | 552,335 | 414,426 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Subscription Receivable | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total |
Balance at Dec. 31, 2017 | $ 329 | $ 721,554 | $ 0 | $ (788,619) | $ (597) | $ (67,333) |
Balance (in shares) at Dec. 31, 2017 | 328,857 | |||||
Issuance of common stock and warrants for cash in a registered direct offering | $ 4 | 696 | 0 | 0 | 0 | 700 |
Issuance of common stock and warrants for cash in a registered direct offering (in shares) | 4,000 | |||||
Issuance of common stock for conversion of Series A convertible preferred stock | $ 100 | 18,938 | (109) | 0 | 0 | 18,929 |
Issuance of common stock for conversion of Series A convertible preferred stock (in shares) | 100,141 | |||||
Deemed dividend on conversion of Series A convertible preferred stock to common stock | $ 0 | (10,892) | 0 | 0 | 0 | (10,892) |
Beneficial conversion feature of Series B convertible preferred stock | 0 | 2,086 | 0 | 0 | 0 | 2,086 |
Deemed dividend related to immediate accretion of beneficial conversion feature of Series B convertible preferred stock | 0 | (2,086) | 0 | 0 | 0 | (2,086) |
Issuance of common stock for conversion of Series B convertible preferred stock | $ 33 | 19,674 | (10) | 0 | 0 | 19,697 |
Issuance of common stock for conversion of Series B convertible preferred stock (in shares) | 32,491 | |||||
Deemed dividend on conversion of Series B convertible preferred stock to common stock | $ 0 | (4,787) | 0 | 0 | 0 | (4,787) |
Warrants exercised for cash | $ 9 | 2,110 | 0 | 0 | 0 | 2,119 |
Warrants exercised for cash (in shares) | 8,957 | |||||
Reclassification of warrant liabilities related to warrants exercised for cash | $ 0 | 2,177 | 0 | 0 | 0 | 2,177 |
Conversion of share settled debt into common stock | $ 13 | 2,440 | 0 | 0 | 0 | 2,453 |
Conversion of share settled debt into common stock (in shares) | 13,300 | |||||
Issuance of common stock and warrants for conversion of debt and accrued interest | $ 22 | 5,500 | 0 | 0 | 0 | 5,522 |
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares) | 22,268 | |||||
Reclass between accrued interest and subscription receivable | $ 0 | 0 | 9 | 0 | 0 | 9 |
Proceeds from investor to offset subscription receivable | 0 | 0 | 100 | 0 | 0 | 100 |
Stock-based compensation | $ 0 | 13,329 | 0 | 0 | 0 | 13,329 |
Stock-based compensation (in shares) | 100 | |||||
Net income (loss) | $ 0 | 0 | 0 | (30,144) | 0 | (30,144) |
Cumulative translation adjustment | 0 | 0 | 0 | 0 | 982 | 982 |
Balance at Sep. 30, 2018 | $ 510 | 770,739 | (10) | (818,763) | 385 | (47,139) |
Balance (in shares) at Sep. 30, 2018 | 510,114 | |||||
Balance at Jun. 30, 2018 | $ 444 | 746,509 | 0 | (831,341) | 84 | (84,304) |
Balance (in shares) at Jun. 30, 2018 | 444,583 | |||||
Issuance of common stock for conversion of Series A convertible preferred stock | $ 32 | 7,131 | 0 | 0 | 0 | 7,163 |
Issuance of common stock for conversion of Series A convertible preferred stock (in shares) | 32,187 | |||||
Deemed dividend on conversion of Series A convertible preferred stock to common stock | $ 0 | (982) | 0 | 0 | 0 | (982) |
Issuance of common stock for conversion of Series B convertible preferred stock | $ 23 | 17,513 | (10) | 0 | 0 | 17,526 |
Issuance of common stock for conversion of Series B convertible preferred stock (in shares) | 23,050 | |||||
Deemed dividend on conversion of Series B convertible preferred stock to common stock | $ 0 | (3,193) | 0 | 0 | 0 | (3,193) |
Conversion of share settled debt into common stock | $ 3 | 705 | 0 | 0 | 0 | 708 |
Conversion of share settled debt into common stock (in shares) | 2,500 | |||||
Issuance of common stock and warrants for conversion of debt and accrued interest | $ 8 | 1,600 | 0 | 0 | 0 | 1,608 |
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares) | 7,794 | |||||
Stock-based compensation | $ 0 | 1,456 | 0 | 0 | 0 | 1,456 |
Stock-based compensation (in shares) | 0 | |||||
Net income (loss) | $ 0 | 0 | 0 | 12,578 | 0 | 12,578 |
Cumulative translation adjustment | 0 | 0 | 0 | 0 | 301 | 301 |
Balance at Sep. 30, 2018 | $ 510 | 770,739 | (10) | (818,763) | 385 | (47,139) |
Balance (in shares) at Sep. 30, 2018 | 510,114 | |||||
Balance at Dec. 31, 2018 | $ 523 | 775,741 | (10) | (824,413) | 1,000 | (47,159) |
Balance (in shares) at Dec. 31, 2018 | 523,232 | |||||
Issuance of common stock and warrants for cash in a registered direct offering | $ 11 | 1,199 | 0 | 0 | 0 | 1,210 |
Issuance of common stock and warrants for cash in a registered direct offering (in shares) | 10,450 | |||||
Issuance of common stock for conversion of Series A convertible preferred stock | 0 | |||||
Beneficial conversion feature of Series B convertible preferred stock | 0 | |||||
Deemed dividend related to immediate accretion of beneficial conversion feature of Series B convertible preferred stock | 0 | |||||
Issuance of common stock for conversion of Series B convertible preferred stock | 0 | |||||
Warrants exercised for cash | $ 9 | 2,210 | 0 | 0 | 0 | 2,219 |
Warrants exercised for cash (in shares) | 9,532 | |||||
Reclassification of warrant liabilities related to warrants exercised for cash | $ 0 | 1,759 | 0 | 0 | 0 | 1,759 |
Conversion of share settled debt into common stock | 0 | |||||
Issuance of common stock and warrants for conversion of debt and accrued interest | $ 27 | 6,993 | 0 | 0 | 0 | 7,020 |
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares) | 26,234 | |||||
Stock-based compensation | $ 1 | 1,559 | 0 | 0 | 0 | 1,560 |
Stock-based compensation (in shares) | 1,340 | |||||
Cumulative effect of adopting new accounting standard | $ 0 | 0 | 0 | 4,802 | 0 | 4,802 |
Issuance of common shares in connection with a settlement agreement | $ 12 | $ (12) | 0 | 0 | 0 | 0 |
Issuance of common shares in connection with a settlement agreement (in shares) | 12,000 | 12,000 | ||||
Net income (loss) | $ 0 | $ 0 | 0 | (26,969) | 0 | (26,969) |
Cumulative translation adjustment | 0 | 0 | 0 | 0 | 1,023 | 1,023 |
Balance at Sep. 30, 2019 | $ 583 | 789,449 | (10) | (846,580) | 2,023 | (54,535) |
Balance (in shares) at Sep. 30, 2019 | 582,788 | |||||
Balance at Jun. 30, 2019 | $ 562 | 785,648 | (10) | (840,338) | 1,131 | (53,007) |
Balance (in shares) at Jun. 30, 2019 | 562,462 | |||||
Issuance of common stock and warrants for cash in a registered direct offering | $ 11 | 1,199 | 0 | 0 | 0 | 1,210 |
Issuance of common stock and warrants for cash in a registered direct offering (in shares) | 10,450 | |||||
Issuance of common stock and warrants for conversion of debt and accrued interest | $ 9 | 2,034 | 0 | 0 | 0 | 2,043 |
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares) | 8,736 | |||||
Stock-based compensation | $ 1 | 568 | 0 | 0 | 0 | 569 |
Stock-based compensation (in shares) | 1,140 | |||||
Net income (loss) | $ 0 | 0 | 0 | (6,242) | 0 | (6,242) |
Cumulative translation adjustment | 0 | 0 | 0 | 0 | 892 | 892 |
Balance at Sep. 30, 2019 | $ 583 | $ 789,449 | $ (10) | $ (846,580) | $ 2,023 | $ (54,535) |
Balance (in shares) at Sep. 30, 2019 | 582,788 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | |
Derivative Liability, Current | $ 31,579 | $ 31,579 |
Direct Offering [Member] | ||
Derivative Liability, Current | 1,000 | 1,000 |
Payments of Stock Issuance Costs | $ 200 | $ 200 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (26,969) | $ (30,144) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization | 16 | 1,063 |
Amortization of debt discount | 1,020 | 5,882 |
Amortization of debt premium | 0 | (319) |
Change in fair value of derivatives | 2,360 | (19,220) |
Loss from extinguishment of debt | 508 | 830 |
Amortization of operating lease right-of-use asset | 435 | 0 |
Stock-based compensation related to warrants modification | 3 | 141 |
Stock-based compensation for services | 1,560 | 13,329 |
Subtotal of non-cash charges | 5,902 | 1,706 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,059) | 428 |
Other non-current assets | (23) | (55) |
Accounts payable and accrued expenses | 62 | 4,493 |
Related party accounts payable and accrued expenses | (3,800) | 3,164 |
Lease liabilities | 6 | 0 |
Net cash used in operating activities | (25,881) | (20,408) |
Cash Flows from Investing Activities: | ||
Purchase of equipment | (246) | 0 |
Net cash used in investing activities | (246) | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock and warrants in a registered direct offering, net | 2,241 | 1,000 |
Proceeds from private offering (shares payable) | 0 | 138 |
Proceeds from investor to offset subscription receivable | 0 | 100 |
Proceeds from exercise of warrants | 2,219 | 2,119 |
Proceeds from warrants modification | 7 | 0 |
Proceeds from issuance of notes payable, net | 6,500 | 5,701 |
Proceeds from issuance of notes payable to related party | 0 | 95 |
Proceeds from issuance of convertible notes payable to related party | 0 | 5,400 |
Repayment of notes payable | (420) | (2,200) |
Repayment of notes payable to related parties | (329) | (782) |
Repayment of convertible notes payable to related parties | (5,400) | 0 |
Net cash provided by financing activities | 4,818 | 18,692 |
Effect of exchange rate changes on cash and cash equivalents | 1,055 | 1,847 |
Net (decrease) increase in cash and cash equivalents | (20,254) | 131 |
Cash and cash equivalents, beginning of the period | 22,224 | 117 |
Cash and cash equivalents, end of the period | 1,970 | 248 |
Supplemental schedule of non-cash investing and financing activities: | ||
Issuance of common stock for conversion of Series A convertible preferred stock | 0 | 18,929 |
Deemed dividend on conversion of Series A convertible preferred stock to common stock | 0 | 10,892 |
Beneficial conversion feature of Series B convertible preferred stock | 0 | 2,086 |
Deemed dividend related to immediate accretion of beneficial conversion feature of Series B convertible preferred stock | 0 | 2,086 |
Issuance of common stock for conversion of Series B convertible preferred stock | 0 | 19,697 |
Deemed dividend on conversion of Series B convertible preferred stock to common stock | 0 | 4,787 |
Reclassification of warrant liabilities related to warrants exercised for cash | 1,759 | 2,177 |
Conversion of share settled debt into common stock | 0 | 2,453 |
Issuance of common stock and warrants for conversion of debt and accrued interest | 5,533 | 4,692 |
Conversion of outstanding accounts payables to note payable and contingent payable | 8,560 | 0 |
Issuance of common shares in connection with a settlement agreement | 12 | 0 |
Offering cost related to warrant liability | 1,031 | 0 |
Warrants and contingently issuable warrants associated with convertible notes payable to related party | 0 | 4,217 |
Issuance of warrants in conjunction with note payable | 0 | 67 |
Accrued renewal fee incurred from mortgage loan | 0 | 212 |
Reclass between accrued interest and subscription receivable | 0 | 9 |
Mortgage Loan [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest payments | 0 | (935) |
Convertible Notes Payable | ||
Supplemental disclosure of cash flow information | ||
Interest payments | (43) | 0 |
Related Party [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest payments | (177) | (27) |
Related Party [Member] | Convertible Notes Payable | ||
Supplemental disclosure of cash flow information | ||
Interest payments | (795) | 0 |
Series A Preferred Stock | ||
Cash Flows from Financing Activities: | ||
Proceeds from issuance of convertible preferred stock and warrants | 0 | 527 |
Series A Preferred Stock | Conversion Of Note Payable [Member] | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Conversion of payable to offset Series A convertible preferred stock subscription receivable | 0 | 500 |
Series A Preferred Stock | Conversion Of Interest Payable [Member] | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Conversion of payable to offset Series A convertible preferred stock subscription receivable | 0 | 71 |
Series B Preferred Stock | ||
Cash Flows from Financing Activities: | ||
Proceeds from issuance of convertible preferred stock and warrants | $ 0 | $ 6,594 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2019 | |
Organization and Description of Business | |
Organization and Description of Business | 1. Organization and Description of Business Northwest Biotherapeutics, Inc. and its wholly owned subsidiaries NW Bio GmbH, Aracaris Ltd, Aracaris Capital, Ltd, and Northwest Biotherapeutics B.V. (collectively, the “Company”, “we”, “us” and “our”) were organized to discover and develop innovative immunotherapies for cancer. On April 25, 2019, the Company established a new wholly owned subsidiary Northwest Biotherapeutics B.V. in the Netherlands, where the European Medicines Agency is relocating. The Company is developing experimental dendritic cell vaccines using its platform technology known as DCVax®. DCVax is being tested in clinical trials for use in the treatment of certain types of cancers. The Company currently relies upon contract manufacturers for production of its DCVax products, research and development services, distribution and logistics, and related services, in compliance with the Company’s specifications and the applicable regulatory requirements. The companies are Cognate BioServices in the U.S. and Advent BioServices (a related party) in the U.K. Both of these companies specialize in the production of living cell products. |
Financial Condition, Going Conc
Financial Condition, Going Concern and Management Plans | 9 Months Ended |
Sep. 30, 2019 | |
Financial Condition, Going Concern and Management Plans | |
Financial Condition, Going Concern and Management Plans | 2. Financial Condition, Going Concern and Management Plans The Company has incurred annual net operating losses since its inception. The Company had a net loss of $27.0 million for the nine months ended September 30, 2019. The Company used approximately $25.9 million of cash in its operating activities for the nine months ended September 30, 2019. The Company has not yet generated any material revenue from the sale of its products and is subject to all of the risks and uncertainties that are typically faced by biotechnology companies that devote substantially all of their efforts to R&D and clinical trials and do not yet have commercial products. The Company expects to continue incurring losses for the foreseeable future. The Company’s existing liquidity is not sufficient to fund its operations, anticipated capital expenditures, working capital and other financing requirements until the Company reaches significant revenues. Until that time, the Company will need to obtain additional equity and/or debt financing, especially if the Company experiences downturns in its business that are more severe or longer than anticipated, or if the Company experiences significant increases in expense levels resulting from being a publicly-traded company or from expansion of operations. If the Company attempts to obtain additional equity or debt financing, the Company cannot assume that such financing will be available to the Company on favorable terms, or at all. Because of recurring operating losses, net operating cash flow deficits, and an accumulated deficit, there is substantial doubt about the Company’s ability to continue as a going concern within one year from the date of this filing. The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of September 30, 2019, condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2019 and 2018, condensed consolidated statement of stockholders’ deficit for the three and nine months ended September 30, 2019 and 2018, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2019 and 2018 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three and nine months ended September 30, 2019 are not necessarily indicative of results to be expected for the year ending December 31, 2019 or for any future interim period. The condensed consolidated balance sheet at December 31, 2018 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2018 and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on April 2, 2019. Use of Estimates In preparing condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include valuing equity securities in share-based payment arrangements, estimating the fair value of financial instruments recorded as derivative liabilities, useful lives of depreciable assets and whether impairment charges may apply, and the fair value of environmental remediation liabilities. Significant Accounting Policies Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the condensed consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and instead recognizes rent expense on a straight-line basis over the lease term. The Company continues to account for leases in the prior period financial statements under ASC Topic 840. Other than above, there have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2018 Annual Report. Adoption of Recent Accounting Standards Leases In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. For public companies, ASU 2016‑02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) lease classification or (c) determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous U.S. GAAP. In July 2018, the FASB issued ASU 2018‑11, Leases (Topic 842): Targeted Improvements, which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented. The Company adopted Topic 842 on January 1, 2019, using the optional transition method to apply the new guidance as of January 1, 2019, rather than as of the earliest period presented, and elected the package of practical expedients described above. Based on the analysis, on January 1, 2019, the Company recorded right of use assets and lease liabilities of approximately $4.3 million, which represented operating lease entered prior to January 1, 2019. Additionally, the Company recorded an adjustment to opening accumulated deficit of $4.8 million related to the derecognition of deferred profit related to the U.K facility sales leaseback transaction. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Measurements | |
Fair Value Measurements | 4. Fair Value Measurements In accordance with ASC 820 (Fair Value Measurements and Disclosures), the Company uses various inputs to measure the outstanding warrants and certain embedded conversion feature associated with convertible debt on a recurring basis to determine the fair value of the liability. ASC 820 also establishes a hierarchy categorizing inputs into three levels used to measure and disclose fair value. The hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to unobservable inputs. An explanation of each level in the hierarchy is described below: Level 1 - Unadjusted quoted prices in active markets for identical instruments that are accessible by the Company on the measurement date Level 2 - Quoted prices in markets that are not active or inputs which are either directly or indirectly observable Level 3 - Unobservable inputs for the instrument requiring the development of assumptions by the Company The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of September 30, 2019 and December 31, 2018 (in thousands): Fair value measured at September 30, 2019 Quoted prices Significant in active other Significant Fair value at markets observable inputs unobservable inputs September 30, 2019 (Level 1) (Level 2) (Level 3) Warrant liability $ 31,579 $ — $ — $ 31,579 Contingent payable derivative liability 7,015 — — 7,015 Total fair value $ 38,594 $ — $ — $ 38,594 Fair value measured at December 31, 2018 Quoted prices Significant in active other Significant Fair value at markets observable inputs unobservable inputs December 31, 2018 (Level 1) (Level 2) (Level 3) Warrant liability $ 29,995 $ — $ — $ 29,995 Embedded conversion feature 357 — — 357 Total fair value $ 30,352 $ — $ — $ 30,352 There were no transfers between Level 1, 2 or 3 during the nine-month period ended September 30, 2019. The following table presents changes in Level 3 liabilities measured at fair value for the nine-month period ended September 30, 2019. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands). Embedded Warrant Contingent Payable Conversion Liability Derivative Liability Feature Total Balance – January 1, 2019 $ 29,995 $ — $ 357 $ 30,352 Additional contingent liability in connection with a settlement agreement — 6,602 — 6,602 Additional warrant liability 1,042 — — 1,042 Extinguishment of derivative liabilities — — (3) (3) Extinguishment of warrant liabilities related to warrants exercised for cash (1,759) — — (1,759) Change in fair value 2,301 413 (354) 2,360 Balance – September 30, 2019 $ 31,579 $ 7,015 $ — $ 38,594 A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of September 30, 2019 and December 31, 2018 is as follows: As of September 30, 2019 As of December 31, 2018 Warrant Contingent Payable Warrant Embedded Liability Derivative Liability Liability Conversion Feature Strike price $ 0.28 $ 0.25 * $ 0.29 $ 0.44 Contractual term (years) 0.6 2.2 1.5 Volatility (annual) 82 % 71 % 85 % 85 % Risk-free rate 2 % 2 % 3 % 3 % Dividend yield (per share) 0 % 0 % 0 % 0 % * The strike price related to the derivative liability associated with the contingent payable as of September 30, 2019 is contingent based on the market price. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Stock-based Compensation | |
Stock-based Compensation | 5. Stock-based Compensation During the nine months ended September 30, 2019, the Company issued approximately 1.3 million shares of its common stock for service providers. The Company recorded approximately $0.3 million of stock-based compensation expense based on the fair value on the grant date. The following table summarizes stock option activity for the Company's option plans during the nine months ended September 30, 2019 (amount in thousands, except per share number): Weighted Average Remaining Weighted Average Contractual Life Total Intrinsic Number of Shares Exercise Price (in years) Value Outstanding as of January 1, 2019 100,159 $ 0.24 9.3 $ — Granted 1,500 $ 0.21 9.9 $ — Outstanding as of September 30, 2019 101,659 $ 0.24 8.6 $ 2,851 Options vested and exercisable as of September 30, 2019 92,378 $ 0.24 8.5 $ 2,543 During the nine months ended September 30, 2019, the Company issued 1.5 million stock options with grant date fair value of approximately $327,000. The Options will vest on a pro rata monthly basis over the first 36 months. The exercise price of the options is $0.21, and the exercise period will be 10 years. The Company also agreed to issue another 1.5 million stock options which will vest on certain performance criteria, which remain to be determined by the parties. The Company does not consider such performance options to be granted until such performance criteria is determined in accordance with ASC 718. The following assumptions were used to compute the fair value of stock options granted during the nine months ended September 30, 2019: For the Nine Months Ended September 30, 2019 Exercise price $ 0.23 Expected price volatility 93 % Risk free interest rate 2.9 % Expected term 5.0-6.5 The following table summarizes stock-based compensation expense for the three and nine months ended September 30, 2019 and 2018 (in thousands): For the three months ended For the nine months ended September 30, September 30, 2019 2018 2019 2018 Research and development $ 221 $ 451 $ 394 $ 1,575 General and administrative (1) 351 1,006 1,169 11,895 Total stock-based compensation expense $ 572 $ 1,457 $ 1,563 $ 13,470 (1) The general and administrative expense during the three months and nine months ended September 30, 2019 is related to applicable vesting portion of stock options awards made in the past to directors and employees. The total unrecognized compensation cost was approximately $0.6 million as of September 30, 2019, and will be recognized over the next 3 years. |
Property & Equipment
Property & Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property & Equipment | |
Property & Equipment | 6. Property & Equipment Property and equipment consist of the following at September 30, 2019 and December 31, 2018 (in thousands): September 30, December 31, Estimated 2019 2018 Useful Life Leasehold improvements $ 102 $ 81 Lesser of lease term or estimated useful life Office furniture and equipment 58 25 3 years Computer equipment and software 787 599 3 years Land in the United Kingdom 84 86 NA 1,031 791 Less: accumulated depreciation (666) (683) Total property, plant and equipment, net $ 365 $ 108 Depreciation expenses were approximately $8,000 and $341,000 for the three months ended September 30, 2019 and 2018 and were approximately $16,000 and $1.1 million for the nine months ended September 30, 2019 and 2018. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases | |
Leases | 7. Leases The Company adopted ASC Topic 842 - Leases as of January 1, 2019, using the transition method per ASU No. 2018‑11 issued on July 2018 wherein entities were allowed to initially apply the new leases standard at adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Accordingly, all periods prior to January 1, 2019 were presented in accordance with the previous ASC Topic 840, Leases, and no retrospective adjustments were made to the comparative periods presented. Adoption of ASC 842 resulted in an increase to total assets and liabilities due to the recording of operating lease right-of-use assets ("ROU") and operating lease liabilities of approximately $4.3 million, as of January 1, 2019. On March 4, 2019, the Company recognized additional $0.6 million ROU and lease liabilities to its amended office lease in the U.S. The adoption did not materially impact the Company’s condensed consolidated statements of operations or cash flows. The Company has operating leases for corporate offices in the U.S., U.K., Germany and the Netherlands, and for manufacturing facilities in the U.K. Leases with an initial term of 12 months or less are not recorded in the balance sheet. The Company has elected the practical expedient to account for each separate lease component of a contract and its associated non-lease components as a single lease component, thus causing all fixed payments to be capitalized. The Company also elected the package of practical expedients permitted within the new standard, which among other things, allows the Company to carry forward historical lease classification. The renewal options have not been included in the calculation of the lease liabilities and ROU as the Company is not reasonably certain to exercise the options. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities. These are expensed as incurred and recorded as variable lease expense. At September 30, 2019, the Company had operating lease liabilities of approximately $4.9 million for both the 20‑year lease of the building for the manufacturing facility in Sawston, U.K., and the current office lease in the U.S. and ROU of approximately $4.5 million for the Sawston lease and US office lease, which were included in the condensed consolidated balance sheet. The following summarizes quantitative information about the Company’s operating leases: For the Nine Months Ended September 30, 2019 U.K U.S Total Lease cost Operating lease cost $ 454 $ 165 $ 619 Short-term lease cost 38 81 119 Variable lease cost — 11 11 Total $ 492 $ 257 $ 749 Other information as of adoption date Operating cash flows from operating leases $ — $ (162) $ (162) Weighted-average remaining lease term – operating leases Weighted-average discount rate – operating leases 12 % 12 % The Company recorded lease costs as a component of general and administrative expense during the nine months ended September 30, 2019. Maturities of our operating leases, excluding short-term leases, are as follows: U.K U.S Total Three months ended December 31, 2019 $ — $ 81 $ 81 Year ended December 31, 2020 615 332 947 Year ended December 31, 2021 651 84 735 Year ended December 31, 2022 651 — 651 Year ended December 31, 2023 651 — 651 Year ended December 31, 2024 651 — 651 Thereafter 9,116 — 9,116 Total 12,335 497 12,832 Less present value discount (7,892) (44) (7,936) Operating lease liabilities included in the Consolidated Balance Sheet at September 30, 2019 $ 4,443 $ 453 $ 4,896 |
Outstanding Debt
Outstanding Debt | 9 Months Ended |
Sep. 30, 2019 | |
Outstanding Debt | |
Outstanding Debt | 8. Outstanding Debt The following two tables summarize outstanding debt as of September 30, 2019 and December 31, 2018, respectively (amount in thousands): Stated Interest Conversion Remaining Carrying Maturity Date Rate Price Face Value Debt Discount Value Short term convertible notes payable 6% unsecured (1) Due 6 % $ 3.09 $ 135 $ — $ 135 10% unsecured (2) 4/18/2020 10 % $ 0.22 500 (3) 497 635 (3) 632 Short term notes payable 8% unsecured (5) Various 8 % N/A 1,009 (98) 911 10% unsecured (6) Various 10 % N/A 3,975 (50) 3,925 12% unsecured (7) On Demand 12 % N/A 440 — 440 0% unsecured (8) 8/1/2020 0 % N/A 1,156 (122) 1,034 6,580 (270) 6,310 Short term notes payable - related parties 10% unsecured - Related Parties (9) On Demand 10 % N/A 61 — 61 61 — 61 Long term notes payable 8% unsecured (10) Various 8 % N/A 7,165 (513) 6,652 7,165 (513) 6,652 Ending balance as of September 30, 2019 $ 14,441 $ (786) $ 13,655 Stated Fair Value of Interest Conversion Remaining Embedded Carrying Maturity Date Rate Price Face Value Debt Discount Conversion Option Value Short term convertible notes payable 6% unsecured (1) Due 6 % $ 3.09 $ 135 $ — $ — $ 135 10% unsecured (2) 10/18/2019 10 % $ 0.22 500 (43) — 457 18% unsecured (3) In Default 18 % $ 0.21 914 — 357 1,271 1,549 (43) 357 1,863 Short term convertible notes payable - related party 10% unsecured (4) On Demand 10 % $ 0.23 5,400 — — 5,400 Short term notes payable 8% unsecured (5) 6/20/2019 and 12/12/2019 8 % N/A 3,840 (383) — 3,457 10% unsecured (6) Various 10 % N/A 3,658 (400) — 3,258 12% unsecured (7) On Demand 12 % N/A 440 — — 440 7,938 (783) — 7,155 Short term notes payable - related parties 10% unsecured - Related Parties (9) On Demand 10 % N/A 324 — — 324 12% unsecured - Related Parties (9) On Demand 12 % N/A 69 — — 69 393 — — 393 Long term notes payable 8% unsecured (5) 2/13/2020 8 % N/A 1,155 (119) — 1,036 5% unsecured (6) 1/13/2020 10 % N/A 1,000 (50) — 950 2,155 (169) — 1,986 Ending balance as of December 31, 2018 $ 17,435 $ (995) $ 357 $ 16,797 (1) This $135,000 note as of September 30, 2019 and December 31, 2018 consists of two separate 6% notes in the amounts of $110,000 and $25,000. In regard to the $110,000 note, the Company has made ongoing attempts to locate the creditor to repay or convert this note, but has been unable to locate the creditor to date. In regard to the $25,000 note, the holder has elected to convert these notes into equity, the Company has delivered the applicable conversion documents to the holder, and the Company is waiting for the holder to execute and return the documents. (2) On October 18, 2018, the Company entered into an Unsecured Convertible Promissory Note Agreement Plus Warrant (the “Note”) with an individual investor (the “Holder”) for an aggregate principal amount of $500,000. No payment was made during the nine months ended September 30, 2019. (3) On May 1, 2018, the Company entered into a Convertible Redeemable Note Agreement (the “Redeemable Note”) of $1.4 million with an existing investor. The Redeemable Note was in default on August 25, 2018. Due to the events of default, the holder is entitled to convert all or any amount of the outstanding principal amount and interest into shares of the common stock of the Company without restrictive legend of any nature. The conversion price is equal to 90% of the average of the 5 lowest daily volume weighted average prices of the Company’s common stock during the 15 consecutive trading days immediately preceding the conversion date. During the nine months ended September 30, 2019, the Company converted approximately $0.9 million of principal and $0.1 million of accrued interest into approximately 4.9 million shares of the Company’s common stock at a fair value of $1.4 million. The Company recorded approximately $0.4 million of debt extinguishment loss from this conversion. The Redeemable Note was fully converted as of September 30, 2019. (4) Between February 2018 and April 2018, the Company’s Chief Executive Officer, Linda Powers, loaned the Company aggregate funding of $5.4 million, and the Company entered into Convertible Note agreements for this amount (the “Convertible Notes”). The Convertible Notes were 15‑day demand notes, and intended as temporary bridge loans. However, they remained unpaid and outstanding throughout the year. On November 11, 2018, the Company and Ms. Powers agreed to further extend the forbearance on the notes to a maturity of one year following the respective funding dates. In consideration of the continuing forbearance, the Company agreed to issue warrants representing 50% of the repayment amounts of the Convertible Notes. The Company has not yet finalized the terms of the warrant agreement. During the nine months ended September 30, 2019, the Company paid $6.2 million related to these Convertible Notes, including $0.8 million of interest. (5) This $1.0 million note as of September 30, 2019 consists of two separate 8% notes in the amounts of $0.7 million and $0.3 million. During the nine months ended September 30, 2019, the Company converted approximately $4.0 million of principal and $0.2 million of accrued interest into approximately 20.0 million shares of the Company’s common stock at a fair value of $5.3 million. The Company recorded approximately $1.1 million of debt extinguishment loss from this conversion. (6) Between October 1, 2018 and November 7, 2018, the Company entered into multiple one-year promissory notes (the “Notes”) with multiple holders (the “Holders”) for an aggregate principal amount of $3.7 million. The notes included approximately $0.2 million original issue discount. The Notes accrued interest at 10% per annum. During the nine months ended September 30, 2019, the Company made a principal payment of approximately $420,000, and an interest payment of approximately $43,000, which included a $27,000 premium pursuant to the prepayment option. During the nine months ended September 30, 2019, the Company converted approximately $0.3 million of principal and $44,000 of accrued interest into approximately 1.3 million shares of the Company's common stock at a fair value of $0.3 million. The Company recorded approximately $20,000 of debt extinguishment loss from this conversion. During the nine months ended September 30, 2019, the Company wrote off $29,000 of unamortized debt discount related to the debt extinguishment, which was recognized as a debt extinguishment loss. During the nine months ended September 30, 2019, the Company recognized interest expense of approximately $371,000 resulting from the amortization of the debt discount related to the Notes. The remaining debt discount as of September 30, 2019 was approximately $50,000. The accrued interest associated with the Notes was approximately $374,000 as of September 30, 2019. (7) This $440,000 note as of September 30, 2019 consists of two separate 12% demand notes (the “Notes”) in the amounts of $300,000 and $140,000. The accrued interest associated with the Notes was approximately $118,000 as of September 30, 2019. (8) On May 28, 2019, the Company entered into a settlement agreement (the "Settlement") with Cognate BioServices, resolving past matters and providing for the restart of DCVax(R)-Direct Production. Cognate agreed to reduce outstanding accounts payable by approximately $10 million, with some amounts related to periods of inactivity being cancelled and with $1.1 million being deferred until 2020 (the "Deferred Note"). As part of this overall settlement, the Company also provided a contingent note payable (the "Contingent Payable Derivative") of $10 million, which is only payable upon the Company's first financing after DCVax product approval in or outside the U.S. If such product approval has not been obtained by the seventh anniversary of the Contingent Payable Derivative, such Contingent Payable Derivative will expire without becoming payable. The Contingent Payable Derivative may be satisfied in whole or in part through conversion to equity if Cognate so elects on a Determination Date during the period from the date of the first application for product approval until 120 days after such application date. The Contingent Payable Derivative may also become payable in the event of an uncured event of default. The Contingent Payable Derivative bears interest rate at 6% per annum. The following table summarizes the Settlement transaction at inception date which resulted in a $1.0 million gain from debt extinguishment (amount in thousands): Accounts payable (in dispute) $ 9,894 Upfront cash payment (1,334) Deferred installment note (net of $175 discount) (981) Contingent payable derivative * (6,602) Gain from debt extinguishment $ 977 *see Note 4 for valuation details As of September 30, 2019, the Deferred Note had $1.1 million principal outstanding. (9) Related Party Notes Goldman Notes In 2017, Leslie J. Goldman, an officer of the Company, loaned the Company an aggregate amount of $1.3 million pursuant to certain Demand Promissory Note Agreements. On January 3, 2018, Mr. Goldman loaned the Company an additional $30,000 (collectively the “Goldman Notes”). Approximately $0.5 million of the Goldman Notes bear interest at the rate of 12% per annum, and $0.8 million of the Goldman Notes bear interest at the rate of 10% per annum. During the nine months ended September 30, 2019, the Company paid $148,000 related to the Goldman Notes, including $79,000 of interest. Toucan Notes In 2017, Toucan Capital Fund III loaned the Company an aggregate amount of $1.2 million pursuant to multiple Demand Promissory Notes (the “Toucan Notes”). The Toucan Notes bear interest at 10% per annum, and are payable upon demand, with 7 days’ prior written notice to the Company. During the nine months ended September 30, 2019, the Company paid interest totaling $46,000. Advent BioServices Note Advent BioServices (“Advent”), a related party which was formerly part of Cognate BioServices and was spun off separately as part of an institutional financing of Cognate, provided a short-term loan to the Company in the amount of $65,000 on September 26, 2018. The loan bears interest at 10% per annum, and is payable upon demand, with 7 days’ prior written notice to the Company. As of September 30, 2019, the Note remains outstanding and unpaid. The principal and interest owed to Advent under this Note at September 30, 2019 was $61,000 and $6,000 based on the current exchange rate, respectively. (10) On March 29, 2019, the Company entered into two 22-month notes (the “Notes”), with two different institutional investors. The Notes have a principal balance of $4.4 million,accrue interest at a rate of 8% per annum and have a maturity date of January 29, 2021. The Notes contain an OID of 10%. Net funding to the Company totaled $4.0 million. The Notes allow for an optional prepayment at the Company’s discretion. Should the Company elect to prepay the Notes, the Company will incur a prepayment premium of 15%. Monthly amortization payments of 1/14 th of the total due on the Notes will be payable beginning in month 9 through month 22, with a 10% premium. In June 2019, the Company entered into two 21-month notes (the “Notes”), with two different institutional investors. The Notes have a principal balance of $2.8 million, accrue interest at a rate of 8% per annum and mature in March 2021. The Notes contain an OID of 10%. Net funding to the Company totaled $2.5 million. The Notes allow for an optional prepayment at the Company's discretion. Should the Company elect to prepay the Notes, the Company will incur a prepayment premium of 15%. Monthly amortization payments of 1/14 th of the total due related to the Notes will be payable beginning in month 7 through month 21, with a 10% premium. The outstanding interest for the above long-term notes was approximately $241,000 as of September 30, 2019. The following table summarizes total interest expenses related to outstanding notes and the mortgage loan for the three and nine months ended September 30, 2019 and 2018, respectively (in thousands): For the three months ended For the nine months ended September 30, September 30, 2019 2018 2019 2018 Interest expenses related to outstanding notes: Contractual interest $ 330 $ 427 $ 881 $ 1,170 Amortization on debt premium — (79) — (319) Amortization of debt discount 357 673 1,020 1,257 Total interest expenses related to outstanding notes 687 1,021 1,901 2,108 Interest expenses related to outstanding notes to related parties: Contractual interest 36 143 364 474 Amortization of debt discount — — — 4,235 Total interest expenses related to outstanding notes to related parties 36 143 364 4,709 Interest expenses related to mortgage loan: Contractual interest — 303 — 942 Amortization of debt issuance costs — 127 — 390 Total interest expenses on the mortgage loan — 430 — 1,332 Interest expenses related to Series A convertible preferred stock — — 68 Other interest expenses 1 2 2 5 Total interest expense $ 724 $ 1,596 $ 2,267 $ 8,222 The following table summarizes Payment Due by Period Less than 1 to 2 Total 1 Year Years Short term convertible notes payable 6% unsecured 135 135 — 10% unsecured 500 500 — Short term notes payable 8% unsecured 1,009 1,009 — 10% unsecured 3,975 3,975 12% unsecured 440 440 — 0% unsecured 1,156 1,156 — Short term notes payable - related parties 10% unsecured - (on demand) 61 61 — Long term notes payable 8% unsecured 7,165 — 7,165 Total $ 14,441 $ 7,276 $ 7,165 |
Net Earnings (Loss) per Share A
Net Earnings (Loss) per Share Applicable to Common Stockholders | 9 Months Ended |
Sep. 30, 2019 | |
Net Earnings (Loss) per Share Applicable to Common Stockholders | |
Net Earnings (Loss) per Share Applicable to Common Stockholders | 9. Net Earnings (Loss) per Share Applicable to Common Stockholders Basic earnings (loss) per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per common share is computed similar to basic earnings (loss) per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. Diluted weighted average common shares include common stock potentially issuable under the Company's convertible notes, warrants and vested and unvested stock options. The following table sets forth the computation of earnings (loss) per share (amounts in thousands except per share data): For the three months ended For the nine months ended September 30, September 30, 2019 2018 2019 2018 Net earnings (loss) - basic $ (6,242) $ 8,403 $ (26,969) $ (47,909) Interest on convertible senior notes — 2,617 — — Net earnings (loss) - diluted $ (6,242) $ 11,020 $ (26,969) $ (47,909) Weighted average shares outstanding - basic 577,130 461,040 552,335 414,426 Warrants — 1,533 — — Stock options — 41,960 — — Convertible notes and accrued interest — 11,767 — — Weighted average shares outstanding - diluted 577,130 516,300 552,335 414,426 The following securities were not included in the diluted net loss per share calculation because their effect was anti-dilutive as of the periods presented (in thousands): For the nine months ended September 30, 2019 2018 Common stock options 101,659 100,159 Common stock warrants 340,769 357,192 Contingently issuable warrants 11,739 11,739 Share-settled debt and accrued interest, at fair value — 11,767 Convertible notes and accrued interest 2,559 41,960 Potentially dilutive securities 456,726 522,817 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions | |
Related Party Transactions | 10. Related Party Transactions Advent BioServices Agreement On May 14, 2018, the Company entered into a DCVax®-L Manufacturing and Services Agreement with Advent BioServices, a related party which was formerly part of Cognate BioServices and was spun off separately as part of an institutional financing of Cognate. The Advent Agreement provides for manufacturing of DCVax-L products for the European region. The Advent Agreement provided for a program initiation payment of approximately $1.0 million (£0.7 million), in connection with technology transfer and operations transfer from Germany to the U.K., to an existing facility in London, development of new Standard Operating Procedures (SOPs), training of new personnel, selection of new suppliers and auditing for GMP compliance, and other preparatory activities. Such initiation payment was fully paid by the Company as of December 31, 2018. The Advent Agreement provides for certain payments for achievement of milestones and, as is the case under the existing agreements with Cognate BioServices, the Company is required to pay certain fees for dedicated production capacity reserved exclusively for DCVax production, and pay for a certain minimum number of patients, whether or not the Company fully utilizes the dedicated capacity and number of patients. Either party may terminate the Advent Agreement at any time for any reason on twelve months’ notice. The notice period is designed to enable an effective transition and minimize or avoid interruption of product supply. During the twelve-month period, the Company will continue to pay the minimum fees and the applicable fees for any DCVax products beyond the minimums, and Advent will continue to produce the DCVax products. On November 8, 2019, the Company and Advent entered into an Ancillary Services Agreement with an 8-month Term for the U.K. Facility Development Activities and the Compassionate Use Program Activities. The Ancillary Services Agreement establishes a structure under which Advent will develop Statements of Work (“SOWs”) for each portion of the U.K. Facility Development Activities and Compassionate Use Program Activities, and will deliver those SOWs to the Company for review and approval. After an SOW is approved by the Company, Advent will proceed with or continue the applicable services and will invoice the Company pursuant to the SOW. Since both the U.K. Facility Development and the Compassionate Use Program involve pioneering and uncertainties in most aspects, the invoicing under the Ancillary Services Agreement will be on the basis of costs incurred plus fifteen percent. Advent Expenses and Accounts Payable The following table summarizes expenses incurred to related parties (i.e., amounts invoiced) during the three and nine months ended September 30, 2019 and 2018 (amount in thousands) (some of which remain unpaid as noted in the second table below): For the three months ended For the nine months ended September 30, September 30, 2019 2018 2019 2018 Cognate BioServices, Inc. (related party until February 2018) N/A N/A N/A $ 873 Cognate BioServices GmbH N/A N/A N/A 66 Cognate Israel N/A 35 N/A 133 Advent BioServices 1,218 1,373 3,931 5,039 Total $ 1,218 $ 1,408 $ 3,931 $ 6,111 The following table summarizes outstanding unpaid accounts payable held by related parties as of September 30, 2019 and December 31, 2018 (amount in thousands). These unpaid amounts are part of the expenses reported in the table above and also part of certain expenses incurred in prior periods. September 30, December 31, 2019 2018 Advent BioServices $ 782 $ 3,967 Other Related Parties Linda F. Powers - Demand Loans Between February 2018 and April 2018, the Company’s Chief Executive Officer, Linda Powers, loaned the Company aggregate funding of $5.4 million pursuant to convertible Notes. During the three months ended September 30, 2019, the Company made a partial repayment of $1.4 million of Ms. Powers' outstanding demand loan, including $46,000 interest payment. Advent BioServices Note Advent BioServices, a related party which was formerly part of Cognate BioServices and was spun off separately as part of an institutional financing of Cognate, provided a short-term loan to the Company in the amount of $65,000 on September 26, 2018. The loan bears interest at 10% per annum, and is payable upon demand, with 7 days’ prior written notice to the Company. As of September 30, 2019, the Advent Note remains outstanding and unpaid. The principal amount and accrued interest owed to Advent under this Note at September 30, 2019 was $61,000 and $6,000, respectively, based on the current exchange rate. Interest expense for the nine-month period ended September 30, 2019 and 2018 associated with related party loans was approximately $0.3 million and $4.7 million, respectively. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Deficit | |
Stockholders' Deficit | 11. Stockholders’ Deficit Registered Direct Offering On July 15, 2019, the Company issued an aggregate of 11.8 million shares of its common stock at a purchase price of $0.23 per share to certain institutional investors in a registered direct offering (the “Offering”). Included with the Offering were 1.3 million shares of common stock which were issued from the conversion of an existing loan and the related accrued interest totaling $306,000. The net proceeds from the Offering were approximately $2.2 million, after deducting offering costs of $0.2 million paid by the Company. In connection with the Offering, the Company did not issue any additional warrants for the new investment by the investors, but the Company, in effect, agreed to extend by twelve months the maturity date of certain existing warrants already held by some of those investors. The new maturity date varies between July 2020 and October 2021. The Company recorded an incremental change of $0.9 million on the fair value of warrants due to the modification and recorded it as part of offering cost during the nine months ended September 30, 2019. Debt Conversion During the nine months ended September 30, 2019, the Company converted debt of approximately $5.2 million of principal and $0.4 million of accrued interest into approximately 26.2 million shares of the Company’s common stock at a fair value of $7.0 million. The Company recorded approximately $1.5 million of debt extinguishment loss from the conversion. Warrants Exercised for Cash During the nine months ended September 30, 2019, the Company issued 9.5 million shares of its common stock from warrants exercised for cash. The Company received $2.2 million in cash. Shares Settlement On May 28, 2019, the Company entered into a settlement agreement with Cognate BioServices, resolving past matters and providing for the restart of DCVax(R)-Direct Production (see Note 8). As part of the settlement agreement, the number of shares of the Company's common stock which the Company was to issue to Cognate was substantially reduced: 52 million shares of the Company's common stock which the Company had previously agreed to issue to Cognate were reduced to 12 million shares. The Company considers the reduction in shares owed to Cognate a modification. Because the 52 million shares were never issued and the modification, which resulted in a decrease in fair value, is not a forfeiture, previously recognized expense related to services performed by Cognate is not reversed in connection with this modification. During the nine months ended September 30, 2019, the Company recorded $12,000 in its common stock par and reduced same amount in additional paid-in capital. Common Stock Purchase Warrants The following is a summary of warrant activity for the nine months ended September 30, 2019 (in thousands, except per share data): Number of Weighted Average Remaining Warrants Exercise Price Contractual Term Outstanding as of January 1, 2019 372,153 $ 0.29 Warrants granted 765 $ 0.23 Warrants exercised for cash (9,532) $ 0.23 Warrants expired and cancellation (10,878) $ 0.61 Outstanding as of September 30, 2019 352,508 $ 0.28 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 12. Commitments and Contingencies U.S. Securities and Exchange Commission As previously reported, the SEC has been investigating the Company regarding various topics that have been previously disclosed. The Company has been cooperating with the SEC investigation. On October 10, 2019, the Company entered into a settlement agreement with the SEC. Under the settlement, in which the Company neither admits nor denies any violations, the Company paid a fine of $250,000 in connection with past weaknesses in its internal controls, and the Company will retain an additional independent consultant to help the Company remediate its remaining weaknesses. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events | |
Subsequent Events | 13. Subsequent Events During the period from October 1 through November 11, 2019, the Company entered into equity and debt financings of $3.4 million and converted $1.3 million of debt into equity. The Company also entered into extensions of certain existing notes totaling approximately $3.1 million. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of September 30, 2019, condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2019 and 2018, condensed consolidated statement of stockholders’ deficit for the three and nine months ended September 30, 2019 and 2018, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2019 and 2018 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three and nine months ended September 30, 2019 are not necessarily indicative of results to be expected for the year ending December 31, 2019 or for any future interim period. The condensed consolidated balance sheet at December 31, 2018 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2018 and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on April 2, 2019. |
Use of Estimates | Use of Estimates In preparing condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include valuing equity securities in share-based payment arrangements, estimating the fair value of financial instruments recorded as derivative liabilities, useful lives of depreciable assets and whether impairment charges may apply, and the fair value of environmental remediation liabilities. |
Significant Accounting Policies | Significant Accounting Policies Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the condensed consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and instead recognizes rent expense on a straight-line basis over the lease term. The Company continues to account for leases in the prior period financial statements under ASC Topic 840. Other than above, there have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2018 Annual Report. |
Adoption of Recent Accounting Standards | Adoption of Recent Accounting Standards Leases In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. For public companies, ASU 2016‑02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) lease classification or (c) determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous U.S. GAAP. In July 2018, the FASB issued ASU 2018‑11, Leases (Topic 842): Targeted Improvements, which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented. The Company adopted Topic 842 on January 1, 2019, using the optional transition method to apply the new guidance as of January 1, 2019, rather than as of the earliest period presented, and elected the package of practical expedients described above. Based on the analysis, on January 1, 2019, the Company recorded right of use assets and lease liabilities of approximately $4.3 million, which represented operating lease entered prior to January 1, 2019. Additionally, the Company recorded an adjustment to opening accumulated deficit of $4.8 million related to the derecognition of deferred profit related to the U.K facility sales leaseback transaction. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Measurements | |
Schedule Of Fair Value Assets And Liabilities Measured On Recurring Basis | The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of September 30, 2019 and December 31, 2018 (in thousands): Fair value measured at September 30, 2019 Quoted prices Significant in active other Significant Fair value at markets observable inputs unobservable inputs September 30, 2019 (Level 1) (Level 2) (Level 3) Warrant liability $ 31,579 $ — $ — $ 31,579 Contingent payable derivative liability 7,015 — — 7,015 Total fair value $ 38,594 $ — $ — $ 38,594 Fair value measured at December 31, 2018 Quoted prices Significant in active other Significant Fair value at markets observable inputs unobservable inputs December 31, 2018 (Level 1) (Level 2) (Level 3) Warrant liability $ 29,995 $ — $ — $ 29,995 Embedded conversion feature 357 — — 357 Total fair value $ 30,352 $ — $ — $ 30,352 |
Fair Value Liabilities Measured On RecurringBasis Unobservable Input Reconciliation | The following table presents changes in Level 3 liabilities measured at fair value for the nine-month period ended September 30, 2019. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands). Embedded Warrant Contingent Payable Conversion Liability Derivative Liability Feature Total Balance – January 1, 2019 $ 29,995 $ — $ 357 $ 30,352 Additional contingent liability in connection with a settlement agreement — 6,602 — 6,602 Additional warrant liability 1,042 — — 1,042 Extinguishment of derivative liabilities — — (3) (3) Extinguishment of warrant liabilities related to warrants exercised for cash (1,759) — — (1,759) Change in fair value 2,301 413 (354) 2,360 Balance – September 30, 2019 $ 31,579 $ 7,015 $ — $ 38,594 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques | A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of September 30, 2019 and December 31, 2018 is as follows: As of September 30, 2019 As of December 31, 2018 Warrant Contingent Payable Warrant Embedded Liability Derivative Liability Liability Conversion Feature Strike price $ 0.28 $ 0.25 * $ 0.29 $ 0.44 Contractual term (years) 0.6 2.2 1.5 Volatility (annual) 82 % 71 % 85 % 85 % Risk-free rate 2 % 2 % 3 % 3 % Dividend yield (per share) 0 % 0 % 0 % 0 % The strike price related to the derivative liability associated with the contingent payable as of September 30, 2019 is contingent based on the market price. |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Stock-based Compensation | |
Summary of stock option activity | The following table summarizes stock option activity for the Company's option plans during the nine months ended September 30, 2019 (amount in thousands, except per share number): Weighted Average Remaining Weighted Average Contractual Life Total Intrinsic Number of Shares Exercise Price (in years) Value Outstanding as of January 1, 2019 100,159 $ 0.24 9.3 $ — Granted 1,500 $ 0.21 9.9 $ — Outstanding as of September 30, 2019 101,659 $ 0.24 8.6 $ 2,851 Options vested and exercisable as of September 30, 2019 92,378 $ 0.24 8.5 $ 2,543 |
Schedule of assumptions were used to compute the fair value of stock options granted | The following assumptions were used to compute the fair value of stock options granted during the nine months ended September 30, 2019: For the Nine Months Ended September 30, 2019 Exercise price $ 0.23 Expected price volatility 93 % Risk free interest rate 2.9 % Expected term 5.0-6.5 |
Summary of stock-based compensation expense | The following table summarizes stock-based compensation expense for the three and nine months ended September 30, 2019 and 2018 (in thousands): For the three months ended For the nine months ended September 30, September 30, 2019 2018 2019 2018 Research and development $ 221 $ 451 $ 394 $ 1,575 General and administrative (1) 351 1,006 1,169 11,895 Total stock-based compensation expense $ 572 $ 1,457 $ 1,563 $ 13,470 (1) The general and administrative expense during the three months and nine months ended September 30, 2019 is related to applicable vesting portion of stock options awards made in the past to directors and employees. |
Property & Equipment (Tables)
Property & Equipment (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property & Equipment | |
Schedule of Property and equipment | Property and equipment consist of the following at September 30, 2019 and December 31, 2018 (in thousands): September 30, December 31, Estimated 2019 2018 Useful Life Leasehold improvements $ 102 $ 81 Lesser of lease term or estimated useful life Office furniture and equipment 58 25 3 years Computer equipment and software 787 599 3 years Land in the United Kingdom 84 86 NA 1,031 791 Less: accumulated depreciation (666) (683) Total property, plant and equipment, net $ 365 $ 108 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases | |
Schedule of Quantitative information about the Company's operating leases | The following summarizes quantitative information about the Company’s operating leases: For the Nine Months Ended September 30, 2019 U.K U.S Total Lease cost Operating lease cost $ 454 $ 165 $ 619 Short-term lease cost 38 81 119 Variable lease cost — 11 11 Total $ 492 $ 257 $ 749 Other information as of adoption date Operating cash flows from operating leases $ — $ (162) $ (162) Weighted-average remaining lease term – operating leases Weighted-average discount rate – operating leases 12 % 12 % |
Schedule of Maturities of our operating leases, excluding short-term leases | Maturities of our operating leases, excluding short-term leases, are as follows: U.K U.S Total Three months ended December 31, 2019 $ — $ 81 $ 81 Year ended December 31, 2020 615 332 947 Year ended December 31, 2021 651 84 735 Year ended December 31, 2022 651 — 651 Year ended December 31, 2023 651 — 651 Year ended December 31, 2024 651 — 651 Thereafter 9,116 — 9,116 Total 12,335 497 12,832 Less present value discount (7,892) (44) (7,936) Operating lease liabilities included in the Consolidated Balance Sheet at September 30, 2019 $ 4,443 $ 453 $ 4,896 |
Outstanding Debt (Tables)
Outstanding Debt (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Outstanding Debt | |
Schedule of outstanding debt | The following two tables summarize outstanding debt as of September 30, 2019 and December 31, 2018, respectively (amount in thousands): Stated Interest Conversion Remaining Carrying Maturity Date Rate Price Face Value Debt Discount Value Short term convertible notes payable 6% unsecured (1) Due 6 % $ 3.09 $ 135 $ — $ 135 10% unsecured (2) 4/18/2020 10 % $ 0.22 500 (3) 497 635 (3) 632 Short term notes payable 8% unsecured (5) Various 8 % N/A 1,009 (98) 911 10% unsecured (6) Various 10 % N/A 3,975 (50) 3,925 12% unsecured (7) On Demand 12 % N/A 440 — 440 0% unsecured (8) 8/1/2020 0 % N/A 1,156 (122) 1,034 6,580 (270) 6,310 Short term notes payable - related parties 10% unsecured - Related Parties (9) On Demand 10 % N/A 61 — 61 61 — 61 Long term notes payable 8% unsecured (10) Various 8 % N/A 7,165 (513) 6,652 7,165 (513) 6,652 Ending balance as of September 30, 2019 $ 14,441 $ (786) $ 13,655 Stated Fair Value of Interest Conversion Remaining Embedded Carrying Maturity Date Rate Price Face Value Debt Discount Conversion Option Value Short term convertible notes payable 6% unsecured (1) Due 6 % $ 3.09 $ 135 $ — $ — $ 135 10% unsecured (2) 10/18/2019 10 % $ 0.22 500 (43) — 457 18% unsecured (3) In Default 18 % $ 0.21 914 — 357 1,271 1,549 (43) 357 1,863 Short term convertible notes payable - related party 10% unsecured (4) On Demand 10 % $ 0.23 5,400 — — 5,400 Short term notes payable 8% unsecured (5) 6/20/2019 and 12/12/2019 8 % N/A 3,840 (383) — 3,457 10% unsecured (6) Various 10 % N/A 3,658 (400) — 3,258 12% unsecured (7) On Demand 12 % N/A 440 — — 440 7,938 (783) — 7,155 Short term notes payable - related parties 10% unsecured - Related Parties (9) On Demand 10 % N/A 324 — — 324 12% unsecured - Related Parties (9) On Demand 12 % N/A 69 — — 69 393 — — 393 Long term notes payable 8% unsecured (5) 2/13/2020 8 % N/A 1,155 (119) — 1,036 5% unsecured (6) 1/13/2020 10 % N/A 1,000 (50) — 950 2,155 (169) — 1,986 Ending balance as of December 31, 2018 $ 17,435 $ (995) $ 357 $ 16,797 |
Schedule of summarizes the Settlement transaction which resulted gain from debt extinguishment | The following table summarizes the Settlement transaction at inception date which resulted in a $1.0 million gain from debt extinguishment (amount in thousands): Accounts payable (in dispute) $ 9,894 Upfront cash payment (1,334) Deferred installment note (net of $175 discount) (981) Contingent payable derivative * (6,602) Gain from debt extinguishment $ 977 *see Note 4 for valuation details |
Schedule of total interest expenses related to outstanding notes and mortgage loan | The following table summarizes total interest expenses related to outstanding notes and the mortgage loan for the three and nine months ended September 30, 2019 and 2018, respectively (in thousands): For the three months ended For the nine months ended September 30, September 30, 2019 2018 2019 2018 Interest expenses related to outstanding notes: Contractual interest $ 330 $ 427 $ 881 $ 1,170 Amortization on debt premium — (79) — (319) Amortization of debt discount 357 673 1,020 1,257 Total interest expenses related to outstanding notes 687 1,021 1,901 2,108 Interest expenses related to outstanding notes to related parties: Contractual interest 36 143 364 474 Amortization of debt discount — — — 4,235 Total interest expenses related to outstanding notes to related parties 36 143 364 4,709 Interest expenses related to mortgage loan: Contractual interest — 303 — 942 Amortization of debt issuance costs — 127 — 390 Total interest expenses on the mortgage loan — 430 — 1,332 Interest expenses related to Series A convertible preferred stock — — 68 Other interest expenses 1 2 2 5 Total interest expense $ 724 $ 1,596 $ 2,267 $ 8,222 |
Schedule of the Company's contractual obligations on debt principal | The following table summarizes Payment Due by Period Less than 1 to 2 Total 1 Year Years Short term convertible notes payable 6% unsecured 135 135 — 10% unsecured 500 500 — Short term notes payable 8% unsecured 1,009 1,009 — 10% unsecured 3,975 3,975 12% unsecured 440 440 — 0% unsecured 1,156 1,156 — Short term notes payable - related parties 10% unsecured - (on demand) 61 61 — Long term notes payable 8% unsecured 7,165 — 7,165 Total $ 14,441 $ 7,276 $ 7,165 |
Net Earnings (Loss) per Share_2
Net Earnings (Loss) per Share Applicable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Net Earnings (Loss) per Share Applicable to Common Stockholders | |
Schedule of computation of earnings (loss) per share | The following table sets forth the computation of earnings (loss) per share (amounts in thousands except per share data): For the three months ended For the nine months ended September 30, September 30, 2019 2018 2019 2018 Net earnings (loss) - basic $ (6,242) $ 8,403 $ (26,969) $ (47,909) Interest on convertible senior notes — 2,617 — — Net earnings (loss) - diluted $ (6,242) $ 11,020 $ (26,969) $ (47,909) Weighted average shares outstanding - basic 577,130 461,040 552,335 414,426 Warrants — 1,533 — — Stock options — 41,960 — — Convertible notes and accrued interest — 11,767 — — Weighted average shares outstanding - diluted 577,130 516,300 552,335 414,426 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities were not included in the diluted net loss per share calculation because their effect was anti-dilutive as of the periods presented (in thousands): For the nine months ended September 30, 2019 2018 Common stock options 101,659 100,159 Common stock warrants 340,769 357,192 Contingently issuable warrants 11,739 11,739 Share-settled debt and accrued interest, at fair value — 11,767 Convertible notes and accrued interest 2,559 41,960 Potentially dilutive securities 456,726 522,817 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions | |
Schedule of expenses incurred to related parties and amounts invoiced some of which remain unpaid | The following table summarizes expenses incurred to related parties (i.e., amounts invoiced) during the three and nine months ended September 30, 2019 and 2018 (amount in thousands) (some of which remain unpaid as noted in the second table below): For the three months ended For the nine months ended September 30, September 30, 2019 2018 2019 2018 Cognate BioServices, Inc. (related party until February 2018) N/A N/A N/A $ 873 Cognate BioServices GmbH N/A N/A N/A 66 Cognate Israel N/A 35 N/A 133 Advent BioServices 1,218 1,373 3,931 5,039 Total $ 1,218 $ 1,408 $ 3,931 $ 6,111 |
Schedule of outstanding unpaid accounts payable held by related parties | The following table summarizes outstanding unpaid accounts payable held by related parties as of September 30, 2019 and December 31, 2018 (amount in thousands). These unpaid amounts are part of the expenses reported in the table above and also part of certain expenses incurred in prior periods. September 30, December 31, 2019 2018 Advent BioServices $ 782 $ 3,967 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Stockholders' Deficit | |
Schedule of warrant activity | The following is a summary of warrant activity for the nine months ended September 30, 2019 (in thousands, except per share data): Number of Weighted Average Remaining Warrants Exercise Price Contractual Term Outstanding as of January 1, 2019 372,153 $ 0.29 Warrants granted 765 $ 0.23 Warrants exercised for cash (9,532) $ 0.23 Warrants expired and cancellation (10,878) $ 0.61 Outstanding as of September 30, 2019 352,508 $ 0.28 |
Financial Condition, Going Co_2
Financial Condition, Going Concern and Management Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Financial Condition, Going Concern and Management Plans | ||||
Net Income (Loss) Attributable to Parent | $ (6,242) | $ 12,578 | $ (26,969) | $ (30,144) |
Net Cash Provided by (Used in) Operating Activities | $ (25,881) | $ (20,408) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Jan. 02, 2019 | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Cumulative Effect on Retained Earnings, Net of Tax | $ 4,802 | |||
Operating Lease, Right-of-Use Asset | 4,455 | $ 4,300 | $ 0 | |
Operating Lease, Liability | $ 4,896 | 4,300 | ||
Lease, Practical Expedients, Package [true false] | true | |||
Accounting Standards Update 2016-02 [Member] | ||||
Operating Lease, Right-of-Use Asset | 4,300 | |||
Operating Lease, Liability | $ 4,300 | |||
UNITED KINGDOM | ||||
Cumulative Effect on Retained Earnings, Net of Tax | $ 4,800 | |||
Operating Lease, Right-of-Use Asset | $ 4,500 | |||
Operating Lease, Liability | $ 4,443 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 31,579 | $ 29,995 |
Contingent payable derivative liability | 7,015 | |
Embedded derivative liability | 357 | |
Total fair value | 38,594 | 30,352 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Contingent payable derivative liability | 0 | |
Embedded derivative liability | 0 | |
Total fair value | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Contingent payable derivative liability | 0 | |
Embedded derivative liability | 0 | |
Total fair value | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 31,579 | 29,995 |
Contingent payable derivative liability | 7,015 | |
Embedded derivative liability | 357 | |
Total fair value | $ 38,594 | $ 30,352 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Level 3 liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Share-settled Debt (in Default) [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | $ 30,352 |
Additional contingent liability in connection with a settlement agreement | 6,602 |
Additional warrant liability | 1,042 |
Extinguishment of derivative liabilities | (3) |
Extinguishment of warrant liabilities related to warrants exercised for cash | (1,759) |
Change in fair value | 2,360 |
Balance | 38,594 |
Warrant Liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | 29,995 |
Additional contingent liability in connection with a settlement agreement | 0 |
Additional warrant liability | 1,042 |
Extinguishment of derivative liabilities | 0 |
Extinguishment of warrant liabilities related to warrants exercised for cash | (1,759) |
Change in fair value | 2,301 |
Balance | 31,579 |
Contingent Payable Derivative Liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | 0 |
Additional contingent liability in connection with a settlement agreement | 6,602 |
Additional warrant liability | 0 |
Extinguishment of derivative liabilities | 0 |
Extinguishment of warrant liabilities related to warrants exercised for cash | 0 |
Change in fair value | 413 |
Balance | 7,015 |
Embedded Conversion Feature [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | 357 |
Additional contingent liability in connection with a settlement agreement | 0 |
Additional warrant liability | 0 |
Extinguishment of derivative liabilities | (3) |
Extinguishment of warrant liabilities related to warrants exercised for cash | 0 |
Change in fair value | (354) |
Balance | $ 0 |
Fair Value Measurements - Weigh
Fair Value Measurements - Weighted average (in aggregate) significant unobservable inputs (Details) - Fair Value, Inputs, Level 3 [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | $ 0.28 | $ 0.29 |
Contractual term (years) | 1 year 6 months | 2 years 2 months 12 days |
Volatility (annual) | 82.00% | 85.00% |
Risk-free rate | 2.00% | 3.00% |
Dividend yield (per share) | 0.00% | 0.00% |
Contingent Payable Derivative Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | $ 0.25 | |
Contractual term (years) | 7 months 6 days | |
Volatility (annual) | 71.00% | |
Risk-free rate | 2.00% | |
Dividend yield (per share) | 0.00% | |
Embedded Conversion Feature [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | $ 0.44 | |
Contractual term (years) | 1 year 6 months | |
Volatility (annual) | 85.00% | |
Risk-free rate | 3.00% | |
Dividend yield (per share) | 0.00% |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock option activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Stock-based Compensation | ||
Number of Shares, Outstanding | 100,159 | |
Number of Shares, Granted | 1,500 | |
Number of Shares, Outstanding | 101,659 | 100,159 |
Number of Options, Options vested and exercisable | 92,378 | |
Weighted Average Exercise Price, Outstanding | $ 0.24 | |
Weighted Average Exercise Price, Granted | 0.21 | |
Weighted Average Exercise Price, Outstanding | 0.24 | $ 0.24 |
Weighted Average Exercise Price, Options vested and exercisable | $ 0.24 | |
Weighted Average Remaining Contractual Life (in years), Outstanding | 8 years 7 months 6 days | 9 years 3 months 18 days |
Weighted Average Remaining Contractual Life (in years), Granted | 9 years 10 months 24 days | |
Weighted Average Remaining Contractual Life (in years), Options vested and exercisable | 8 years 6 months | |
Total Intrinsic Value, Outstanding | $ 2,851 | |
Total Intrinsic Value, Options vested and exercisable | $ 2,543 |
Stock-based Compensation - Assu
Stock-based Compensation - Assumptions (Details) | 9 Months Ended |
Sep. 30, 2019$ / shares | |
Exercise price | $ 0.23 |
Expected stock price volatility | 93.00% |
Risk-free rate of interest | 2.90% |
Minimum | |
Expected term (years) | 5 years |
Maximum | |
Expected term (years) | 6 years 6 months |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Total stock-based compensation expense | $ 572 | $ 1,457 | $ 1,563 | $ 13,470 | |
Research and development | |||||
Total stock-based compensation expense | 221 | 451 | 394 | 1,575 | |
General and administrative | |||||
Total stock-based compensation expense | [1] | $ 351 | $ 1,006 | $ 1,169 | $ 11,895 |
[1] | The general and administrative expense during the three months and nine months ended September 30, 2019 is related to applicable vesting portion of stock options awards made in the past to directors and employees. |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) shares in Millions | 9 Months Ended |
Sep. 30, 2019USD ($)shares | |
Stock-based Compensation | |
Stock Issued During Period, Shares, Issued for Services | shares | 1.3 |
Share-based Compensation | $ 300,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 327,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 36 months |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Estimated Grants in Period | shares | 1.5 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 600,000 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years |
Property & Equipment (Details)
Property & Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | |
Total property, plant and equipment, net | $ 365 | $ 108 |
Domestic [Member] | ||
Property, Plant and Equipment, Gross | 1,031 | 791 |
Less: accumulated depreciation | (666) | (683) |
Total property, plant and equipment, net | $ 365 | 108 |
Leasehold improvements [Member] | ||
Leasehold Improvements Useful Life | Lesser of lease term or estimated useful life | |
Leasehold improvements [Member] | Domestic [Member] | ||
Property, Plant and Equipment, Gross | $ 102 | 81 |
Office furniture and equipment [Member] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Office furniture and equipment [Member] | Domestic [Member] | ||
Property, Plant and Equipment, Gross | $ 58 | 25 |
Computer equipment and software [Member] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Computer equipment and software [Member] | Domestic [Member] | ||
Property, Plant and Equipment, Gross | $ 787 | 599 |
Land [Member] | UNITED KINGDOM | ||
Property, Plant and Equipment, Gross | $ 84 | $ 86 |
Property & Equipment - Addition
Property & Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property & Equipment | ||||
Depreciation | $ 8,000 | $ 341,000 | $ 16,000 | $ 1,100,000 |
Leases (Details)
Leases (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Lease cost | |
Operating lease cost | $ 619 |
Short-term lease cost | 119 |
Variable lease cost | 11 |
Total | 749 |
Other information as of adoption date | |
Operating cash flows from operating leases | (162) |
UNITED STATES | |
Lease cost | |
Operating lease cost | 165 |
Short-term lease cost | 81 |
Variable lease cost | 11 |
Total | 257 |
Other information as of adoption date | |
Operating cash flows from operating leases | $ (162) |
Weighted-average remaining lease term - operating leases | 1 year 1 month 6 days |
Weighted-average discount rate - operating leases | 12.00% |
UNITED KINGDOM | |
Lease cost | |
Operating lease cost | $ 454 |
Short-term lease cost | 38 |
Variable lease cost | 0 |
Total | 492 |
Other information as of adoption date | |
Operating cash flows from operating leases | $ 0 |
Weighted-average remaining lease term - operating leases | 10 years 2 months 12 days |
Weighted-average discount rate - operating leases | 12.00% |
Leases - Maturities of operatin
Leases - Maturities of operating leases (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 04, 2019 | Jan. 01, 2019 |
Three months ended December 31, 2019 | $ 81 | ||
Year ended December 31, 2020 | 947 | ||
Year ended December 31, 2021 | 735 | ||
Year ended December 31, 2022 | 651 | ||
Year ended December 31, 2023 | 651 | ||
Year ended December 31, 2024 | 651 | ||
Thereafter | 9,116 | ||
Total | 12,832 | ||
Less present value discount | (7,936) | ||
Operating lease liabilities included in the Consolidated Balance Sheet at September 30, 2019 | 4,896 | $ 4,300 | |
UNITED STATES | |||
Three months ended December 31, 2019 | 81 | ||
Year ended December 31, 2020 | 332 | ||
Year ended December 31, 2021 | 84 | ||
Year ended December 31, 2022 | 0 | ||
Year ended December 31, 2023 | 0 | ||
Year ended December 31, 2024 | 0 | ||
Thereafter | 0 | ||
Total | 497 | ||
Less present value discount | (44) | ||
Operating lease liabilities included in the Consolidated Balance Sheet at September 30, 2019 | 453 | $ 600 | |
UNITED KINGDOM | |||
Three months ended December 31, 2019 | 0 | ||
Year ended December 31, 2020 | 615 | ||
Year ended December 31, 2021 | 651 | ||
Year ended December 31, 2022 | 651 | ||
Year ended December 31, 2023 | 651 | ||
Year ended December 31, 2024 | 651 | ||
Thereafter | 9,116 | ||
Total | 12,335 | ||
Less present value discount | (7,892) | ||
Operating lease liabilities included in the Consolidated Balance Sheet at September 30, 2019 | $ 4,443 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Mar. 04, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Operating Lease, Right-of-Use Asset | $ 4,455 | $ 4,300 | $ 0 | |
Operating Lease, Liability | $ 4,896 | $ 4,300 | ||
Lessee, Operating Lease, Term of Contract | 20 years | |||
Lease, Practical Expedient, Lessor Single Lease Component [true false] | true | |||
UNITED STATES | ||||
Operating Lease, Right-of-Use Asset | $ 600 | |||
Operating Lease, Liability | $ 453 | $ 600 | ||
UNITED KINGDOM | ||||
Operating Lease, Right-of-Use Asset | 4,500 | |||
Operating Lease, Liability | $ 4,443 |
Outstanding Debt (Details)
Outstanding Debt (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Apr. 30, 2019 | Nov. 07, 2018 | Oct. 18, 2018 | ||||
Debt Instrument, Stated Interest Rate | 10.00% | ||||||||
Debt Instrument, Face Value | $ 14,441,000 | $ 17,435,000 | $ 14,441,000 | $ 5,400,000 | $ 3,700,000 | ||||
Debt Instrument, Remaining Debt Discount | (786,000) | (995,000) | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | 357,000 | ||||||||
Debt Instrument, Carrying Value | 13,655,000 | 16,797,000 | |||||||
12% unsecured [Member] | |||||||||
Debt Instrument, Face Value | $ 440,000 | ||||||||
Short-term Debt [Member] | |||||||||
Debt Instrument, Stated Interest Rate | 0.00% | ||||||||
Debt Instrument, Face Value | $ 635,000 | 1,549,000 | |||||||
Debt Instrument, Remaining Debt Discount | (3,000) | (43,000) | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | 357,000 | ||||||||
Debt Instrument, Carrying Value | $ 632,000 | $ 1,863,000 | |||||||
Short-term Debt [Member] | 6% unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [1] | Due | Due | ||||||
Debt Instrument, Stated Interest Rate | [1] | 6.00% | 6.00% | ||||||
Debt Instrument, Conversion Price | [1] | $ 3.09 | $ 3.09 | ||||||
Debt Instrument, Face Value | [1] | $ 135,000 | $ 135,000 | ||||||
Debt Instrument, Remaining Debt Discount | [1] | 0 | 0 | ||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [1] | 0 | |||||||
Debt Instrument, Carrying Value | [1] | $ 135,000 | $ 135,000 | ||||||
Short-term Debt [Member] | 10% unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | 4/18/2020 | 10/18/2019 | |||||||
Debt Instrument, Stated Interest Rate | 10.00% | 10.00% | |||||||
Debt Instrument, Conversion Price | $ 0.22 | $ 0.22 | |||||||
Debt Instrument, Face Value | $ 500,000 | $ 500,000 | $ 500,000 | ||||||
Debt Instrument, Remaining Debt Discount | (3,000) | (43,000) | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | ||||||||
Debt Instrument, Carrying Value | $ 497,000 | $ 457,000 | |||||||
Short-term Debt [Member] | 18% unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [2] | In Default | |||||||
Debt Instrument, Stated Interest Rate | [2] | 18.00% | |||||||
Debt Instrument, Conversion Price | [2] | $ 0.21 | |||||||
Debt Instrument, Face Value | [2] | $ 914,000 | |||||||
Debt Instrument, Remaining Debt Discount | [2] | 0 | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [2] | 357,000 | |||||||
Debt Instrument, Carrying Value | [2] | 1,271,000 | |||||||
Short Term Notes Payable [Member] | |||||||||
Debt Instrument, Stated Interest Rate | 0.00% | ||||||||
Debt Instrument, Face Value | $ 6,580,000 | 7,938,000 | |||||||
Debt Instrument, Remaining Debt Discount | (270,000) | (783,000) | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | ||||||||
Debt Instrument, Carrying Value | $ 6,310,000 | $ 7,155,000 | |||||||
Short Term Notes Payable [Member] | 8% unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [3] | Various | 6/20/2019 and 12/12/2019 | ||||||
Debt Instrument, Stated Interest Rate | [3] | 8.00% | 8.00% | ||||||
Debt Instrument, Face Value | [3] | $ 1,009,000 | $ 3,840,000 | ||||||
Debt Instrument, Remaining Debt Discount | [3] | (98,000) | (383,000) | ||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [3] | 0 | |||||||
Debt Instrument, Carrying Value | [3] | $ 911,000 | $ 3,457,000 | ||||||
Short Term Notes Payable [Member] | 10% unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [4] | Various | Various | ||||||
Debt Instrument, Stated Interest Rate | [4] | 10.00% | 10.00% | ||||||
Debt Instrument, Face Value | [4] | $ 3,975,000 | $ 3,658,000 | ||||||
Debt Instrument, Remaining Debt Discount | [4] | (50,000) | (400,000) | ||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [4] | 0 | |||||||
Debt Instrument, Carrying Value | [4] | $ 3,925,000 | $ 3,258,000 | ||||||
Short Term Notes Payable [Member] | 12% unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [5] | On Demand | On Demand | ||||||
Debt Instrument, Stated Interest Rate | [5] | 12.00% | 12.00% | ||||||
Debt Instrument, Face Value | [5] | $ 440,000 | $ 440,000 | ||||||
Debt Instrument, Remaining Debt Discount | [5] | 0 | 0 | ||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [5] | 0 | |||||||
Debt Instrument, Carrying Value | [5] | $ 440,000 | 440,000 | ||||||
Short Term Notes Payable [Member] | 0% unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [6] | 8/1/2020 | |||||||
Debt Instrument, Stated Interest Rate | [6] | 0.00% | |||||||
Debt Instrument, Face Value | [6] | $ 1,156,000 | |||||||
Debt Instrument, Remaining Debt Discount | [6] | (122,000) | |||||||
Debt Instrument, Carrying Value | [6] | $ 1,034,000 | |||||||
Short Term Notes Payable Related Parties [Member] | |||||||||
Debt Instrument, Stated Interest Rate | 0.00% | ||||||||
Debt Instrument, Face Value | $ 61,000 | 393,000 | |||||||
Debt Instrument, Remaining Debt Discount | 0 | 0 | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | ||||||||
Debt Instrument, Carrying Value | $ 61,000 | $ 393,000 | |||||||
Short Term Notes Payable Related Parties [Member] | 10% unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [7] | On Demand | On Demand | ||||||
Debt Instrument, Stated Interest Rate | [7] | 10.00% | 10.00% | ||||||
Debt Instrument, Face Value | [7] | $ 61,000 | $ 324,000 | ||||||
Debt Instrument, Remaining Debt Discount | [7] | 0 | 0 | ||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [7] | 0 | |||||||
Debt Instrument, Carrying Value | [7] | $ 61,000 | $ 324,000 | ||||||
Short Term Notes Payable Related Parties [Member] | 12% unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [7] | On Demand | |||||||
Debt Instrument, Stated Interest Rate | [7] | 12.00% | |||||||
Debt Instrument, Face Value | [7] | $ 69,000 | |||||||
Debt Instrument, Remaining Debt Discount | [7] | 0 | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [7] | 0 | |||||||
Debt Instrument, Carrying Value | [7] | $ 69 | |||||||
Share-settled Debt (in Default) [Member] | 5% unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [4] | 1/13/2020 | |||||||
Share-settled Debt (in Default) [Member] | 8% unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [3] | 2/13/2020 | |||||||
Long Term Notes Payable [Member] | |||||||||
Debt Instrument, Stated Interest Rate | 0.00% | ||||||||
Debt Instrument, Face Value | $ 7,165,000 | $ 2,155,000 | |||||||
Debt Instrument, Remaining Debt Discount | (513,000) | (169,000) | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | ||||||||
Debt Instrument, Carrying Value | $ 6,652,000 | $ 1,986,000 | |||||||
Long Term Notes Payable [Member] | 5% unsecured [Member] | |||||||||
Debt Instrument, Stated Interest Rate | [4] | 10.00% | |||||||
Debt Instrument, Face Value | [4] | $ 1,000,000 | |||||||
Debt Instrument, Remaining Debt Discount | [4] | (50,000) | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [4] | 0 | |||||||
Debt Instrument, Carrying Value | [4] | $ 950,000 | |||||||
Long Term Notes Payable [Member] | 8% unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [8] | Various | |||||||
Debt Instrument, Stated Interest Rate | 8.00% | [8] | 8.00% | [3] | |||||
Debt Instrument, Face Value | $ 7,165,000 | [8] | $ 1,155,000 | [3] | |||||
Debt Instrument, Remaining Debt Discount | (513,000) | [8] | (119,000) | [3] | |||||
Debt Instrument, Fair Value of Embedded Conversion Option | [3] | 0 | |||||||
Debt Instrument, Carrying Value | $ 6,652,000 | [8] | $ 1,036,000 | [3] | |||||
Short term convertible notes payable - related party [Member] | 10% unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [9] | On Demand | |||||||
Debt Instrument, Stated Interest Rate | [9] | 10.00% | |||||||
Debt Instrument, Conversion Price | [9] | $ 0.23 | |||||||
Debt Instrument, Face Value | [9] | $ 5,400,000 | |||||||
Debt Instrument, Remaining Debt Discount | [9] | 0 | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [9] | 0 | |||||||
Debt Instrument, Carrying Value | [9] | $ 5,400,000 | |||||||
[1] | This $135,000 note as of September 30, 2019 and December 31, 2018 consists of two separate 6% notes in the amounts of $110,000 and $25,000. In regard to the $110,000 note, the Company has made ongoing attempts to locate the creditor to repay or convert this note, but has been unable to locate the creditor to date. In regard to the $25,000 note, the holder has elected to convert these notes into equity, the Company has delivered the applicable conversion documents to the holder, and the Company is waiting for the holder to execute and return the documents. | ||||||||
[2] | On May 1, 2018, the Company entered into a Convertible Redeemable Note Agreement (the “Redeemable Note”) of $1.4 million with an existing investor. The Redeemable Note was in default on August 25, 2018.Due to the events of default, the holder is entitled to convert all or any amount of the outstanding principal amount and interest into shares of the common stock of the Company without restrictive legend of any nature. The conversion price is equal to 90% of the average of the 5 lowest daily volume weighted average prices of the Company’s common stock during the 15 consecutive trading days immediately preceding the conversion date.During the nine months ended September 30, 2019, the Company converted approximately $0.9 million of principal and $0.1 million of accrued interest into approximately 4.9 million shares of the Company’s common stock at a fair value of $1.4 million. The Company recorded approximately $0.4 million of debt extinguishment loss from this conversion.The Redeemable Note was fully converted as of September 30, 2019. | ||||||||
[3] | This $1.0 million note as of September 30, 2019 consists of two separate 8% notes in the amounts of $0.7 million and $0.3 million.During the nine months ended September 30, 2019, the Company converted approximately $4.0 million of principal and $0.2 million of accrued interest into approximately 20.0 million shares of the Company’s common stock at a fair value of $5.3 million. The Company recorded approximately $1.1 million of debt extinguishment loss from this conversion. | ||||||||
[4] | Between October 1, 2018 and November 7, 2018, the Company entered into multiple one-year promissory notes (the “Notes”) with multiple holders (the “Holders”) for an aggregate principal amount of $3.7 million. The notes included approximately $0.2 million original issue discount. The Notes accrued interest at 10% per annum.During the nine months ended September 30, 2019, the Company made a principal payment of approximately $420,000, and an interest payment of approximately $43,000, which included a $27,000 premium pursuant to the prepayment option.During the nine months ended September 30, 2019, the Company converted approximately $0.3 million of principal and $44,000 of accrued interest into approximately 1.3 million shares of the Company's common stock at a fair value of $0.3 million. The Company recorded approximately $20,000 of debt extinguishment loss from this conversion.During the nine months ended September 30, 2019, the Company wrote off $29,000 of unamortized debt discount related to the debt extinguishment, which was recognized as a debt extinguishment loss.During the nine months ended September 30, 2019, the Company recognized interest expense of approximately $371,000 resulting from the amortization of the debt discount related to the Notes. The remaining debt discount as of September 30, 2019 was approximately $50,000.The accrued interest associated with the Notes was approximately $374,000 as of September 30, 2019. | ||||||||
[5] | This $440,000 note as of September 30, 2019 consists of two separate 12% demand notes (the “Notes”) in the amounts of $300,000 and $140,000.The accrued interest associated with the Notes was approximately $118,000 as of September 30, 2019. | ||||||||
[6] | On May 28, 2019, the Company entered into a settlement agreement (the "Settlement") with Cognate BioServices, resolving past matters and providing for the restart of DCVax(R)-Direct Production.Cognate agreed to reduce outstanding accounts payable by approximately $10 million, with some amounts related to periods of inactivity being cancelled and with $1.1 million being deferred until 2020 (the "Deferred Note"). As part of this overall settlement, the Company also provided a contingent note payable (the "Contingent Payable Derivative") of $10 million, which is only payable upon the Company's first financing after DCVax product approval in or outside the U.S. If such product approval has not been obtained by the seventh anniversary of the Contingent Payable Derivative, such Contingent Payable Derivative will expire without becoming payable. The Contingent Payable Derivative may be satisfied in whole or in part through conversion to equity if Cognate so elects on a Determination Date during the period from the date of the first application for product approval until 120 days after such application date. The Contingent Payable Derivative may also become payable in the event of an uncured event of default. The Contingent Payable Derivative bears interest rate at 6% per annum.The following table summarizes the Settlement transaction at inception date which resulted in a $1.0 million gain from debt extinguishment (amount in thousands):Accounts payable (in dispute) $ 9,894Upfront cash payment (1,334)Deferred installment note (net of $175 discount) (981)Contingent payable derivative * (6,602)Gain from debt extinguishment$ 977*see Note 4 for valuation detailsAs of September 30, 2019, the Deferred Note had $1.1 million principal outstanding. | ||||||||
[7] | Related Party NotesGoldman NotesIn 2017, Leslie J. Goldman, an officer of the Company, loaned the Company an aggregate amount of $1.3 million pursuant to certain Demand Promissory Note Agreements. On January 3, 2018, Mr. Goldman loaned the Company an additional $30,000 (collectively the “Goldman Notes”). Approximately $0.5 million of the Goldman Notes bear interest at the rate of 12% per annum, and $0.8 million of the Goldman Notes bear interest at the rate of 10% per annum.During the nine months ended September 30, 2019, the Company paid $148,000 related to the Goldman Notes, including $79,000 of interest.Toucan NotesIn 2017, Toucan Capital Fund III loaned the Company an aggregate amount of $1.2 million pursuant to multiple Demand Promissory Notes (the “Toucan Notes”). The Toucan Notes bear interest at 10% per annum, and are payable upon demand, with 7 days’ prior written notice to the Company.During the nine months ended September 30, 2019, the Company paid interest totaling $46,000.Advent BioServices NoteAdvent BioServices (“Advent”), a related party which was formerly part of Cognate BioServices and was spun off separately as part of an institutional financing of Cognate, provided a short-term loan to the Company in the amount of $65,000 on September 26, 2018. The loan bears interest at 10% per annum, and is payable upon demand, with 7 days’ prior written notice to the Company.As of September 30, 2019, the Note remains outstanding and unpaid. The principal and interest owed to Advent under this Note at September 30, 2019 was $61,000 and $6,000 based on the current exchange rate, respectively. | ||||||||
[8] | On March 29, 2019, the Company entered into two 22-month notes (the “Notes”), with two different institutional investors. The Notes have a principal balance of $4.4 million,accrue interest at a rate of 8% per annum and have a maturity date of January 29, 2021. The Notes contain an OID of 10%. Net funding to the Company totaled $4.0 million. The Notes allow for an optional prepayment at the Company’s discretion. Should the Company elect to prepay the Notes, the Company will incur a prepayment premium of 15%. Monthly amortization payments of 1/14th of the total due on the Notes will be payable beginning in month 9 through month 22, with a 10% premium.In June 2019, the Company entered into two 21-month notes (the “Notes”), with two different institutional investors. The Notes have a principal balance of $2.8 million, accrue interest at a rate of 8% per annum and mature in March 2021. The Notes contain an OID of 10%. Net funding to the Company totaled $2.5 million. The Notes allow for an optional prepayment at the Company's discretion. Should the Company elect to prepay the Notes, the Company will incur a prepayment premium of 15%. Monthly amortization payments of 1/14th of the total due related to the Notes will be payable beginning in month 7 through month 21, with a 10% premium.The outstanding interest for the above long-term notes was approximately $241,000 as of September 30, 2019.The following table summarizes total interest expenses related to outstanding notes and the mortgage loan for the three and nine months ended September 30, 2019 and 2018, respectively (in thousands):For the three months ended For the nine months ended September 30, September 30, 2019 2018 2019 2018Interest expenses related to outstanding notes: Contractual interest$ 330$ 427$ 881$ 1,170Amortization on debt premium — (79) — (319)Amortization of debt discount 357 673 1,020 1,257Total interest expenses related to outstanding notes 687 1,021 1,901 2,108Interest expenses related to outstanding notes to related parties: Contractual interest 36 143 364 474Amortization of debt discount — — — 4,235Total interest expenses related to outstanding notes to related parties 36 143 364 4,709Interest expenses related to mortgage loan: Contractual interest — 303 — 942Amortization of debt issuance costs — 127 — 390Total interest expenses on the mortgage loan — 430 — 1,332Interest expenses related to Series A convertible preferred stock — — 68Other interest expenses 1 2 2 5Total interest expense$ 724$ 1,596$ 2,267$ 8,222The following table summarizes the Company’s contractual obligations on debt principal as of September 30, 2019 (amount in thousands):Payment Due by PeriodLess than1 to 2 Total 1 Year YearsShort term convertible notes payable 6% unsecured 135 135 —10% unsecured 500 500 —Short term notes payable 8% unsecured 1,009 1,009 —10% unsecured 3,975 3,975 12% unsecured 440 440 —0% unsecured 1,156 1,156 —Short term notes payable - related parties 10% unsecured - (on demand) 61 61 —Long term notes payable 8% unsecured 7,165 — 7,165Total$ 14,441$ 7,276$ 7,165 | ||||||||
[9] | Between February 2018 and April 2018, the Company’s Chief Executive Officer, Linda Powers, loaned the Company aggregate funding of $5.4 million, and the Company entered into Convertible Note agreements for this amount (the “Convertible Notes”). The Convertible Notes were 15day demand notes, and intended as temporary bridge loans. However, they remained unpaid and outstanding throughout the year.On November 11, 2018, the Company and Ms. Powers agreed to further extend the forbearance on the notes to a maturity of one year following the respective funding dates. In consideration of the continuing forbearance, the Company agreed to issue warrants representing 50% of the repayment amounts of the Convertible Notes. The Company has not yet finalized the terms of the warrant agreement.During the nine months ended September 30, 2019, the Company paid $6.2 million related to these Convertible Notes, including $0.8 million of interest. |
Outstanding Debt - Summary of s
Outstanding Debt - Summary of summarizes the Settlement transaction which resulted gain from debt extinguishment (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Litigation Settlement [Abstract] | |
Accounts payable (in dispute) | $ 9,894 |
Upfront cash payment | (1,334) |
Deferred installment note (net of $175 discount) | (981) |
Contingent payable derivative * | (6,602) |
Gain from debt extinguishment | $ 977 |
Outstanding Debt - Summary of t
Outstanding Debt - Summary of total interest expenses related to outstanding notes and mortgage loan (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Amortization of Debt Discount | $ 1,020,000 | $ 5,882,000 | ||
Amortization of Debt Discount (Premium) | 29,000 | |||
Other interest expenses | $ 1,000 | $ 2,000 | 2,000 | 5,000 |
Total interest expense | 724,000 | 1,596,000 | 2,267,000 | 8,222,000 |
Short Term Notes Payable Related Parties [Member] | ||||
Contractual interest | 36,000 | 143,000 | 364,000 | 474,000 |
Amortization of Debt Discount (Premium) | 0 | 0 | 0 | 4,235,000 |
Interest and Debt Expense | 36,000 | 143,000 | 364,000 | 4,709,000 |
Secured Debt [Member] | ||||
Contractual interest | 0 | 303,000 | 0 | 942,000 |
Amortization of Debt Issuance Costs | 0 | 127,000 | 0 | 390,000 |
Interest and Debt Expense | 0 | 430,000 | 0 | 1,332,000 |
Notes Payable, Other Payables [Member] | ||||
Contractual interest | 330,000 | 427,000 | 881,000 | 1,170,000 |
Amortization on debt premium | 0 | (79,000) | 0 | (319,000) |
Amortization of Debt Discount | 357,000 | 673,000 | 1,020,000 | 1,257,000 |
Interest and Debt Expense | 687,000 | 1,021,000 | 1,901,000 | 2,108,000 |
Series A Preferred Stock | ||||
Interest and Debt Expense | $ 0 | $ 0 | $ 0 | $ 68,000 |
Outstanding Debt - Summary of_2
Outstanding Debt - Summary of the Company's contractual obligations on debt principal (Details) - USD ($) | Sep. 30, 2019 | Jun. 30, 2019 | Apr. 30, 2019 | Dec. 31, 2018 | Nov. 07, 2018 | |||
Debt Instrument, Face Amount | $ 14,441,000 | $ 14,441,000 | $ 5,400,000 | $ 17,435,000 | $ 3,700,000 | |||
12% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | 440,000 | |||||||
Short Term Convertible Note [Member] | 10% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | 500,000 | |||||||
Short Term Convertible Note [Member] | 6% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | 135,000 | |||||||
Short Term Notes Payable [Member] | ||||||||
Debt Instrument, Face Amount | 6,580,000 | 7,938,000 | ||||||
Short Term Notes Payable [Member] | 10% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | [1] | 3,975,000 | 3,658,000 | |||||
Short Term Notes Payable [Member] | 8% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | [2] | 1,009,000 | 3,840,000 | |||||
Short Term Notes Payable [Member] | 12% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | [3] | 440,000 | 440,000 | |||||
Short Term Notes Payable [Member] | 0% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | [4] | 1,156,000 | ||||||
Short Term Notes Payable Related Parties [Member] | ||||||||
Debt Instrument, Face Amount | 61,000 | 393,000 | ||||||
Short Term Notes Payable Related Parties [Member] | 10% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | [5] | 61,000 | 324,000 | |||||
Short Term Notes Payable Related Parties [Member] | 12% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | [5] | 69,000 | ||||||
Long Term Notes Payable [Member] | ||||||||
Debt Instrument, Face Amount | 7,165,000 | 2,155,000 | ||||||
Long Term Notes Payable [Member] | 8% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | 7,165,000 | [6] | $ 1,155,000 | [2] | ||||
Less than 1 Year [Member] | ||||||||
Debt Instrument, Face Amount | 7,276,000 | |||||||
Less than 1 Year [Member] | Short Term Convertible Note [Member] | 10% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | 500,000 | |||||||
Less than 1 Year [Member] | Short Term Convertible Note [Member] | 6% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | 135,000 | |||||||
Less than 1 Year [Member] | Short Term Notes Payable [Member] | 10% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | 3,975,000 | |||||||
Less than 1 Year [Member] | Short Term Notes Payable [Member] | 8% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | 1,009,000 | |||||||
Less than 1 Year [Member] | Short Term Notes Payable [Member] | 12% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | 440,000 | |||||||
Less than 1 Year [Member] | Short Term Notes Payable [Member] | 0% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | 1,156,000 | |||||||
Less than 1 Year [Member] | Short Term Notes Payable Related Parties [Member] | 10% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | 61,000 | |||||||
Less than 1 Year [Member] | Long Term Notes Payable [Member] | 8% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | 0 | |||||||
1 to 2 Years [Member] | ||||||||
Debt Instrument, Face Amount | $ 7,165,000 | |||||||
1 to 2 Years [Member] | Short Term Convertible Note [Member] | 10% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | 0 | |||||||
1 to 2 Years [Member] | Short Term Convertible Note [Member] | 6% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | 0 | |||||||
1 to 2 Years [Member] | Short Term Notes Payable [Member] | 10% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | 0 | |||||||
1 to 2 Years [Member] | Short Term Notes Payable [Member] | 8% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | 0 | |||||||
1 to 2 Years [Member] | Short Term Notes Payable [Member] | 12% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | 0 | |||||||
1 to 2 Years [Member] | Short Term Notes Payable [Member] | 0% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | 0 | |||||||
1 to 2 Years [Member] | Short Term Notes Payable Related Parties [Member] | 10% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | 0 | |||||||
1 to 2 Years [Member] | Long Term Notes Payable [Member] | 8% unsecured [Member] | ||||||||
Debt Instrument, Face Amount | $ 7,165,000 | |||||||
[1] | Between October 1, 2018 and November 7, 2018, the Company entered into multiple one-year promissory notes (the “Notes”) with multiple holders (the “Holders”) for an aggregate principal amount of $3.7 million. The notes included approximately $0.2 million original issue discount. The Notes accrued interest at 10% per annum.During the nine months ended September 30, 2019, the Company made a principal payment of approximately $420,000, and an interest payment of approximately $43,000, which included a $27,000 premium pursuant to the prepayment option.During the nine months ended September 30, 2019, the Company converted approximately $0.3 million of principal and $44,000 of accrued interest into approximately 1.3 million shares of the Company's common stock at a fair value of $0.3 million. The Company recorded approximately $20,000 of debt extinguishment loss from this conversion.During the nine months ended September 30, 2019, the Company wrote off $29,000 of unamortized debt discount related to the debt extinguishment, which was recognized as a debt extinguishment loss.During the nine months ended September 30, 2019, the Company recognized interest expense of approximately $371,000 resulting from the amortization of the debt discount related to the Notes. The remaining debt discount as of September 30, 2019 was approximately $50,000.The accrued interest associated with the Notes was approximately $374,000 as of September 30, 2019. | |||||||
[2] | This $1.0 million note as of September 30, 2019 consists of two separate 8% notes in the amounts of $0.7 million and $0.3 million.During the nine months ended September 30, 2019, the Company converted approximately $4.0 million of principal and $0.2 million of accrued interest into approximately 20.0 million shares of the Company’s common stock at a fair value of $5.3 million. The Company recorded approximately $1.1 million of debt extinguishment loss from this conversion. | |||||||
[3] | This $440,000 note as of September 30, 2019 consists of two separate 12% demand notes (the “Notes”) in the amounts of $300,000 and $140,000.The accrued interest associated with the Notes was approximately $118,000 as of September 30, 2019. | |||||||
[4] | On May 28, 2019, the Company entered into a settlement agreement (the "Settlement") with Cognate BioServices, resolving past matters and providing for the restart of DCVax(R)-Direct Production.Cognate agreed to reduce outstanding accounts payable by approximately $10 million, with some amounts related to periods of inactivity being cancelled and with $1.1 million being deferred until 2020 (the "Deferred Note"). As part of this overall settlement, the Company also provided a contingent note payable (the "Contingent Payable Derivative") of $10 million, which is only payable upon the Company's first financing after DCVax product approval in or outside the U.S. If such product approval has not been obtained by the seventh anniversary of the Contingent Payable Derivative, such Contingent Payable Derivative will expire without becoming payable. The Contingent Payable Derivative may be satisfied in whole or in part through conversion to equity if Cognate so elects on a Determination Date during the period from the date of the first application for product approval until 120 days after such application date. The Contingent Payable Derivative may also become payable in the event of an uncured event of default. The Contingent Payable Derivative bears interest rate at 6% per annum.The following table summarizes the Settlement transaction at inception date which resulted in a $1.0 million gain from debt extinguishment (amount in thousands):Accounts payable (in dispute) $ 9,894Upfront cash payment (1,334)Deferred installment note (net of $175 discount) (981)Contingent payable derivative * (6,602)Gain from debt extinguishment$ 977*see Note 4 for valuation detailsAs of September 30, 2019, the Deferred Note had $1.1 million principal outstanding. | |||||||
[5] | Related Party NotesGoldman NotesIn 2017, Leslie J. Goldman, an officer of the Company, loaned the Company an aggregate amount of $1.3 million pursuant to certain Demand Promissory Note Agreements. On January 3, 2018, Mr. Goldman loaned the Company an additional $30,000 (collectively the “Goldman Notes”). Approximately $0.5 million of the Goldman Notes bear interest at the rate of 12% per annum, and $0.8 million of the Goldman Notes bear interest at the rate of 10% per annum.During the nine months ended September 30, 2019, the Company paid $148,000 related to the Goldman Notes, including $79,000 of interest.Toucan NotesIn 2017, Toucan Capital Fund III loaned the Company an aggregate amount of $1.2 million pursuant to multiple Demand Promissory Notes (the “Toucan Notes”). The Toucan Notes bear interest at 10% per annum, and are payable upon demand, with 7 days’ prior written notice to the Company.During the nine months ended September 30, 2019, the Company paid interest totaling $46,000.Advent BioServices NoteAdvent BioServices (“Advent”), a related party which was formerly part of Cognate BioServices and was spun off separately as part of an institutional financing of Cognate, provided a short-term loan to the Company in the amount of $65,000 on September 26, 2018. The loan bears interest at 10% per annum, and is payable upon demand, with 7 days’ prior written notice to the Company.As of September 30, 2019, the Note remains outstanding and unpaid. The principal and interest owed to Advent under this Note at September 30, 2019 was $61,000 and $6,000 based on the current exchange rate, respectively. | |||||||
[6] | On March 29, 2019, the Company entered into two 22-month notes (the “Notes”), with two different institutional investors. The Notes have a principal balance of $4.4 million,accrue interest at a rate of 8% per annum and have a maturity date of January 29, 2021. The Notes contain an OID of 10%. Net funding to the Company totaled $4.0 million. The Notes allow for an optional prepayment at the Company’s discretion. Should the Company elect to prepay the Notes, the Company will incur a prepayment premium of 15%. Monthly amortization payments of 1/14th of the total due on the Notes will be payable beginning in month 9 through month 22, with a 10% premium.In June 2019, the Company entered into two 21-month notes (the “Notes”), with two different institutional investors. The Notes have a principal balance of $2.8 million, accrue interest at a rate of 8% per annum and mature in March 2021. The Notes contain an OID of 10%. Net funding to the Company totaled $2.5 million. The Notes allow for an optional prepayment at the Company's discretion. Should the Company elect to prepay the Notes, the Company will incur a prepayment premium of 15%. Monthly amortization payments of 1/14th of the total due related to the Notes will be payable beginning in month 7 through month 21, with a 10% premium.The outstanding interest for the above long-term notes was approximately $241,000 as of September 30, 2019.The following table summarizes total interest expenses related to outstanding notes and the mortgage loan for the three and nine months ended September 30, 2019 and 2018, respectively (in thousands):For the three months ended For the nine months ended September 30, September 30, 2019 2018 2019 2018Interest expenses related to outstanding notes: Contractual interest$ 330$ 427$ 881$ 1,170Amortization on debt premium — (79) — (319)Amortization of debt discount 357 673 1,020 1,257Total interest expenses related to outstanding notes 687 1,021 1,901 2,108Interest expenses related to outstanding notes to related parties: Contractual interest 36 143 364 474Amortization of debt discount — — — 4,235Total interest expenses related to outstanding notes to related parties 36 143 364 4,709Interest expenses related to mortgage loan: Contractual interest — 303 — 942Amortization of debt issuance costs — 127 — 390Total interest expenses on the mortgage loan — 430 — 1,332Interest expenses related to Series A convertible preferred stock — — 68Other interest expenses 1 2 2 5Total interest expense$ 724$ 1,596$ 2,267$ 8,222The following table summarizes the Company’s contractual obligations on debt principal as of September 30, 2019 (amount in thousands):Payment Due by PeriodLess than1 to 2 Total 1 Year YearsShort term convertible notes payable 6% unsecured 135 135 —10% unsecured 500 500 —Short term notes payable 8% unsecured 1,009 1,009 —10% unsecured 3,975 3,975 12% unsecured 440 440 —0% unsecured 1,156 1,156 —Short term notes payable - related parties 10% unsecured - (on demand) 61 61 —Long term notes payable 8% unsecured 7,165 — 7,165Total$ 14,441$ 7,276$ 7,165 |
Outstanding Debt - Additional I
Outstanding Debt - Additional Information (Details) - USD ($) shares in Millions | May 01, 2018 | Mar. 29, 2019 | Nov. 07, 2018 | Jan. 03, 2018 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2017 | Jul. 15, 2019 | May 28, 2019 | Apr. 30, 2019 | Dec. 31, 2018 | Oct. 18, 2018 | Sep. 26, 2018 | |
Debt Instrument, Face Amount | $ 3,700,000 | $ 14,441,000 | $ 14,441,000 | $ 5,400,000 | $ 17,435,000 | ||||||||||
Notes Payable | 135,000 | 135,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 200,000 | ||||||||||||||
Debt Instrument, Periodic Payment, Principal | 1,100,000 | ||||||||||||||
Repayments of Debt | 420,000 | ||||||||||||||
Debt Instrument, Periodic Payment, Interest | 374,000 | ||||||||||||||
Debt Instrument, Increase (Decrease), Other, Net | $ 30,000 | ||||||||||||||
Interest Payable | $ 306,000 | ||||||||||||||
Gain (loss) from debt extinguishment | 977,000 | ||||||||||||||
Amortization of Debt Discount (Premium) | 29,000 | ||||||||||||||
Prepayment Of Premium | 27,000 | ||||||||||||||
Interest Expense, Long-term Debt | 241,000 | ||||||||||||||
Debt Instrument, Unamortized Discount | 786,000 | 995,000 | |||||||||||||
Repayment Of Debt Including Interest | 1,400,000 | ||||||||||||||
Repayment Of Interest | $ 46,000 | ||||||||||||||
Convertible Preferred Stock [Member] | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 4.9 | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,400,000 | ||||||||||||||
Debt Instrument, Increase, Accrued Interest | 100,000 | ||||||||||||||
Gain (loss) from debt extinguishment | (400,000) | ||||||||||||||
Debt Instrument, Fair Value Disclosure | 900,000 | ||||||||||||||
Short-term Debt [Member] | |||||||||||||||
Debt Instrument, Face Amount | $ 635,000 | 1,549,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | ||||||||||||||
Debt Instrument, Unamortized Discount | $ 3,000 | 43,000 | |||||||||||||
Maturity Period, January 29, 2021 [Member] | |||||||||||||||
Debt Instrument, Face Amount | $ 4,400,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||
Debt Instrument, Maturity Date | Jan. 29, 2021 | ||||||||||||||
Original Issue Discount Rate | 10.00% | ||||||||||||||
Proceeds from Issuance of Debt | $ 4,000,000 | ||||||||||||||
Prepayment Premium Rate | 15.00% | ||||||||||||||
Debt Premium Rate | 10.00% | ||||||||||||||
Maturity Period, March 2021 [Member] | |||||||||||||||
Debt Instrument, Face Amount | $ 2,800,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||
Original Issue Discount Rate | 10.00% | ||||||||||||||
Proceeds from Issuance of Debt | $ 2,500,000 | ||||||||||||||
Prepayment Premium Rate | 15.00% | ||||||||||||||
Debt Premium Rate | 10.00% | ||||||||||||||
Toucan Notes [Member] | |||||||||||||||
Debt Instrument, Face Amount | $ 1,200,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||
Debt Instrument, Term | 7 days | ||||||||||||||
Repayment Of Interest | 46,000 | ||||||||||||||
Advent Bio Services Notes [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||
Interest Payable | 6,000 | ||||||||||||||
Short-term Debt | 61,000 | $ 65,000 | |||||||||||||
Cognate Bio Services Notes [Member] | |||||||||||||||
Accounts Payable, Related Parties | $ 10,000,000 | ||||||||||||||
Deferred Accounts Payable | $ 1,100,000 | ||||||||||||||
Convertible Notes Payable | |||||||||||||||
Debt Instrument, Face Amount | 1,000,000 | ||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,400,000 | ||||||||||||||
Interest Paid, Net | 43,000 | $ 0 | |||||||||||||
Repayment Of Debt Including Interest | 6,200,000 | ||||||||||||||
Repayment Of Interest | 800,000 | ||||||||||||||
Contingent Note Payable | Cognate Bio Services Notes [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||||||||||
Deferred Accounts Payable | $ 10,000,000 | ||||||||||||||
8% notes 1 [Member] | |||||||||||||||
Debt Instrument, Face Amount | 700,000 | ||||||||||||||
8% notes 2 [Member] | |||||||||||||||
Debt Instrument, Face Amount | 300,000 | ||||||||||||||
10% unsecured [Member] | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 300,000 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1.3 | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 300,000 | ||||||||||||||
Debt Instrument, Increase, Accrued Interest | 44,000 | ||||||||||||||
Interest Expense, Debt | 371,000 | ||||||||||||||
Gain (loss) from debt extinguishment | (20,000) | ||||||||||||||
Amortization of Debt Discount (Premium) | 50,000 | ||||||||||||||
10% unsecured [Member] | Short-term Debt [Member] | |||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | $ 500,000 | $ 500,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||||||||||
Debt Instrument, Unamortized Discount | $ 3,000 | $ 43,000 | |||||||||||||
18% unsecured [Member] | Short-term Debt [Member] | |||||||||||||||
Debt Instrument, Face Amount | [1] | $ 914,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 18.00% | |||||||||||||
Debt Instrument, Unamortized Discount | [1] | $ 0 | |||||||||||||
12% unsecured [Member] | |||||||||||||||
Debt Instrument, Face Amount | 440,000 | ||||||||||||||
Interest Payable | 118,000 | ||||||||||||||
12% notes 1 [Member] | |||||||||||||||
Debt Instrument, Face Amount | 300,000 | ||||||||||||||
12% notes 2 [Member] | |||||||||||||||
Debt Instrument, Face Amount | 140,000 | ||||||||||||||
Goldman Note Two [Member] | |||||||||||||||
Debt Instrument, Face Amount | $ 800,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||
Goldman Note One [Member] | |||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||
Goldman Note [Member] | |||||||||||||||
Repayment Of Debt Including Interest | 148,000 | ||||||||||||||
Repayment Of Interest | 79,000 | ||||||||||||||
Goldman Note [Member] | |||||||||||||||
Debt Instrument, Face Amount | $ 1,300,000 | ||||||||||||||
Six Percentage Note Payable One [Member] | |||||||||||||||
Notes Payable | 110,000 | $ 25,000 | |||||||||||||
8% Convertible Note [Member] | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 4,000,000 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 20 | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 5,300,000 | ||||||||||||||
Debt Instrument, Increase, Accrued Interest | 200,000 | ||||||||||||||
Gain (loss) from debt extinguishment | $ (1,100,000) | ||||||||||||||
Convertible Debt Securities [Member] | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 26.2 | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 5,200,000 | ||||||||||||||
Debt Instrument, Increase, Accrued Interest | 400,000 | ||||||||||||||
Convertible Debt Securities [Member] | Common Stock | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 7,000,000 | ||||||||||||||
[1] | On May 1, 2018, the Company entered into a Convertible Redeemable Note Agreement (the “Redeemable Note”) of $1.4 million with an existing investor. The Redeemable Note was in default on August 25, 2018.Due to the events of default, the holder is entitled to convert all or any amount of the outstanding principal amount and interest into shares of the common stock of the Company without restrictive legend of any nature. The conversion price is equal to 90% of the average of the 5 lowest daily volume weighted average prices of the Company’s common stock during the 15 consecutive trading days immediately preceding the conversion date.During the nine months ended September 30, 2019, the Company converted approximately $0.9 million of principal and $0.1 million of accrued interest into approximately 4.9 million shares of the Company’s common stock at a fair value of $1.4 million. The Company recorded approximately $0.4 million of debt extinguishment loss from this conversion.The Redeemable Note was fully converted as of September 30, 2019. |
Net Earnings (Loss) per Share_3
Net Earnings (Loss) per Share Applicable to Common Stockholders (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net earnings (loss) - basic | $ (6,242) | $ 8,403 | $ (26,969) | $ (47,909) |
Interest on convertible senior notes | 0 | 2,617 | 0 | 0 |
Net earnings (loss) - diluted | $ (6,242) | $ 11,020 | $ (26,969) | $ (47,909) |
Weighted average shares outstanding - basic | 577,130 | 461,040 | 552,335 | 414,426 |
Convertible notes and accrued interest | 0 | 11,767 | 0 | 0 |
Weighted average shares outstanding - diluted | 577,130 | 516,300 | 552,335 | 414,426 |
Employee Stock Option [Member] | ||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 0 | 41,960 | 0 | 0 |
Warrants [Member] | ||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 0 | 1,533 | 0 | 0 |
Net Earnings (Loss) per Share_4
Net Earnings (Loss) per Share Applicable to Common Stockholders - Computation of earnings (loss) per share (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 456,726 | 522,817 |
Common stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 101,659 | 100,159 |
Common stock warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 340,769 | 357,192 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 11,739 | 11,739 |
Share-settled debt and accrued interest, at fair value [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 0 | 11,767 |
Convertible notes and accrued interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 2,559 | 41,960 |
Related Party Transactions - Su
Related Party Transactions - Summary of outstanding unpaid accounts payable held by related parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Related Party Transaction, Expenses from Transactions with Related Party | $ 1,218 | $ 1,408 | $ 3,931 | $ 6,111 | |
Cognate BioServices Inc [Member] | |||||
Related Party Transaction, Expenses from Transactions with Related Party | 873 | ||||
Cognate BioServices GmbH [Member] | |||||
Related Party Transaction, Expenses from Transactions with Related Party | 66 | ||||
Cognate Israel [Member] | |||||
Related Party Transaction, Expenses from Transactions with Related Party | 35 | 133 | |||
Advent BioServices [Member] | |||||
Related Party Transaction, Expenses from Transactions with Related Party | 1,218 | $ 1,373 | 3,931 | $ 5,039 | |
Accounts Payable, Related Parties | $ 782 | $ 782 | $ 3,967 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) £ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018GBP (£) | Jul. 15, 2019USD ($) | Jun. 30, 2019USD ($) | Apr. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Nov. 07, 2018USD ($) | Sep. 26, 2018USD ($) | Apr. 30, 2018USD ($) | Jan. 03, 2018USD ($) | |
Related Party Transaction [Line Items] | ||||||||||||
Repayment Of Debt Including Interest | $ 1,400,000 | |||||||||||
Repayment Of Interest | 46,000 | |||||||||||
Debt Instrument, Face Amount | 14,441,000 | $ 14,441,000 | $ 5,400,000 | $ 17,435,000 | $ 3,700,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||
Interest Payable | $ 306,000 | |||||||||||
Goldman Note [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Repayment Of Debt Including Interest | 148,000 | |||||||||||
Repayment Of Interest | 79,000 | |||||||||||
Goldman Note One [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 500,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||
Goldman Note Two [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt Instrument, Face Amount | $ 800,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||
Advent BioServices Agreement [Member] | Cognate BioServices Inc [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Related Party Transaction, Amounts of Transaction | $ 1,000,000 | £ 0.7 | ||||||||||
Advent Bio Services Notes [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||
Interest Payable | 6,000 | |||||||||||
Short-term Debt | 61,000 | $ 65,000 | ||||||||||
Interest Expense, Debt | $ 300,000 | $ 4,700,000 | ||||||||||
Executive Officer [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible Notes Payable, Noncurrent | $ 5,400,000 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Stockholders' Deficit | ||
Number of Warrants, Outstanding | 372,153 | |
Number of Warrants, Warrants granted | 765 | |
Weighted Average Exercise Price - Warrants granted | $ 0.23 | |
Number of Warrants, Warrants exercised for cash | (9,532) | |
Number of Warrants, Warrants expired and cancellation | (10,878) | |
Number of Warrants, Outstanding | 352,508 | 372,153 |
Weighted Average Exercise Price - Outstanding | $ 0.29 | |
Weighted Average Exercise Price - Warrants exercised for cash | $ 0.23 | |
Weighted Average Exercise Price, Warrants expired and cancellation | $ 0.61 | |
Weighted Average Exercise Price - Outstanding | $ 0.28 | $ 0.29 |
Remaining Contractual Term | 1 year 6 months 11 days | 1 year 11 months 19 days |
Remaining Contractual Term, granted | 2 years 10 months 6 days |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) - USD ($) | Jul. 15, 2019 | May 28, 2019 | Nov. 07, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 |
Shareholders Deficit [Line Items] | ||||||||
Debt Instrument, Increase, Accrued Interest | $ 200,000 | |||||||
Value of Warrants Exercised For Cash | $ 2,219,000 | $ 2,119,000 | ||||||
Loss from extinguishment of debt | $ 504,000 | $ 229,000 | $ 508,000 | $ 830,000 | ||||
Issuance Of Common Shares In Settlement Agreement (in shares) | 12,000,000 | |||||||
Common Stock, Shares, Issued | 11,800,000 | 582,800,000 | 582,800,000 | 523,200,000 | ||||
Sale of Stock, Price Per Share | $ 0.23 | |||||||
Common Stock Shares Issued Upon Existing Loan Conversion | 1,300,000 | |||||||
Interest Payable | $ 306,000 | |||||||
Proceeds from Issuance Initial Public Offering | 2,200,000 | |||||||
Payments for Repurchase of Initial Public Offering | 200,000 | |||||||
Fair Value Adjustment of Warrants | $ 900,000 | |||||||
Convertible Preferred Stock [Member] | ||||||||
Shareholders Deficit [Line Items] | ||||||||
Debt Conversion, Original Debt, Amount | $ 1,400,000 | |||||||
Debt Instrument, Increase, Accrued Interest | $ 100,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 4,900,000 | |||||||
Share Settlement Agreement [Member] | ||||||||
Shareholders Deficit [Line Items] | ||||||||
Issuance Of Common Shares In Settlement Agreement (in shares) | 52,000,000 | |||||||
Convertible Debt Securities [Member] | ||||||||
Shareholders Deficit [Line Items] | ||||||||
Debt Conversion, Original Debt, Amount | $ 5,200,000 | |||||||
Debt Instrument, Increase, Accrued Interest | $ 400,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 26,200,000 | |||||||
Loss from extinguishment of debt | $ 1,500,000 | |||||||
Common Stock | ||||||||
Shareholders Deficit [Line Items] | ||||||||
Number Of Warrants Exercised For Cash | 9,532 | 8,957 | ||||||
Value of Warrants Exercised For Cash | $ 9,000 | $ 9,000 | ||||||
Issuance Of Common Shares In Settlement Agreement (in shares) | 12,000 | |||||||
Common Stock | Convertible Debt Securities [Member] | ||||||||
Shareholders Deficit [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 7,000,000 | |||||||
Additional Paid-in Capital | ||||||||
Shareholders Deficit [Line Items] | ||||||||
Value of Warrants Exercised For Cash | $ 2,210,000 | $ 2,110,000 | ||||||
Issuance Of Common Shares In Settlement Agreement (in shares) | 12,000 | |||||||
Warrants [Member] | ||||||||
Shareholders Deficit [Line Items] | ||||||||
Number Of Warrants Exercised For Cash | 9,500,000 | |||||||
Value of Warrants Exercised For Cash | $ 2,200,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Oct. 10, 2019USD ($) |
Subsequent Event [Member] | |
Litigation Settlement, Expense | $ 250,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] $ in Millions | 1 Months Ended |
Nov. 11, 2019USD ($) | |
Subsequent Event [Line Items] | |
Equity And Debt Financing Cost | $ 3.4 |
Debt Conversion, Converted Instrument, Amount | 1.3 |
Convertible Notes Payable | $ 3.1 |