Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 14, 2020 | Jun. 30, 2019 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
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 Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Public Float | $ 138,133,000 | ||
Entity Shell Company | false | ||
Trading Symbol | NWBO | ||
Entity Common Stock, Shares Outstanding | 648,717,833 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 372 | $ 22,224 |
Prepaid expenses and other current assets | 2,828 | 1,574 |
Total current assets | 3,200 | 23,798 |
Non-current assets: | ||
Property, plant and equipment, net | 281 | 108 |
Construction in progress | 171 | 0 |
Right-of-use asset, net | 4,679 | 0 |
Other assets | 798 | 761 |
Total non-current assets | 5,929 | 869 |
TOTAL ASSETS | 9,129 | 24,667 |
Current liabilities: | ||
Accounts payable and accrued expenses | 6,348 | 15,506 |
Accounts payable and accrued expenses to related parties and affiliates | 842 | 4,588 |
Convertible notes, net | 568 | 1,863 |
Convertible notes to related party | 0 | 5,400 |
Notes payable, net | 5,501 | 7,155 |
Notes payable to related party | 66 | 393 |
Shares payable | 0 | 138 |
Contingent payable derivative liability | 7,261 | 0 |
Warrant liability | 20,213 | 29,995 |
Lease liabilities | 395 | 0 |
Deferred profit on sale-leaseback transaction | 0 | 4,802 |
Total current liabilities | 41,194 | 69,840 |
Non-current liabilities: | ||
Note payable, net of current portion, net | 6,588 | 1,986 |
Lease liabilities, net of current portion | 4,914 | 0 |
Total non-current liabilities | 11,502 | 1,986 |
Total liabilities | 52,696 | 71,826 |
COMMITMENTS AND CONTINGENCIES | ||
Stockholders' deficit: | ||
Preferred stock ($0.001 par value); 100,000,000 shares authorized; 0 shares issued and outstanding as of December 31, 2019 and 2018 | 0 | 0 |
Common stock ($0.001 par value); 1,200,000,000 shares authorized; 614.3 million and 523.2 million shares issued and outstanding as of December 31, 2019 and 2018, respectively | 614 | 523 |
Additional paid-in capital | 794,900 | 775,741 |
Stock subscription receivable | (10) | (10) |
Accumulated deficit | (839,907) | (824,413) |
Accumulated other comprehensive income | 836 | 1,000 |
Total stockholders' deficit | (43,567) | (47,159) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 9,129 | $ 24,667 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 100,000,000 | 100,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 |
Common stock, shares issued | 614,300,000 | 523,200,000 |
Common stock, shares outstanding | 614,300,000 | 523,200,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues: | ||
Research and other | $ 2,410 | $ 412 |
Total revenues | 2,410 | 412 |
Operating costs and expenses: | ||
Research and development | 13,590 | 18,154 |
General and administrative | 12,541 | 22,511 |
Legal expenses | 3,742 | 4,504 |
Total operating costs and expenses | 29,873 | 45,169 |
Gain on sale of property in the United Kingdom | 0 | 3,276 |
Loss from operations | (27,463) | (41,481) |
Other income (expense): | ||
Change in fair value of derivative liabilities | 11,828 | 18,303 |
(Loss) gain from extinguishment of debt | (1,941) | 85 |
Interest expense | (2,975) | (9,871) |
Foreign currency transaction gain (loss) | 255 | (2,830) |
Total other income | 7,167 | 5,687 |
Net loss | (20,296) | (35,794) |
Deemed dividend on convertible preferred stock | 0 | (17,765) |
Net loss applicable to common stockholders | (20,296) | (53,559) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustment | (164) | 1,597 |
Total comprehensive loss | $ (20,460) | $ (34,197) |
Net loss per share applicable to common stockholders - basic and diluted | $ (0.04) | $ (0.12) |
Weighted average shares used in computing basic and diluted loss per share | 564,188 | 440,016 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) | Common Stock | Additional Paid-in Capital | Subscription Receivable | Accumulated Deficit | Cumulative Translation Adjustment | Total |
Balance at Dec. 31, 2017 | $ 329,000 | $ 721,554,000 | $ 0 | $ (788,619,000) | $ (597,000) | $ (67,333,000) |
Balance (in shares) at Dec. 31, 2017 | 328,857,000 | |||||
Beneficial conversion feature of Series B convertible preferred stock | $ 0 | 2,086,000 | ||||
Deemed dividend related to immediate accretion of beneficial conversion feature of Series B convertible preferred stock | 0 | (2,086,000) | ||||
Issuance of common stock for conversion of Series A convertible preferred stock | $ 100,000 | 18,938,000 | (109,000) | 0 | 0 | 18,929,000 |
Issuance of common stock for conversion of Series A convertible preferred stock (in shares) | 100,141,000 | |||||
Stock issues during period shares private offering | 100,000 | |||||
Deemed dividend on conversion of Series A convertible preferred stock to common stock | $ 0 | (10,892,000) | ||||
Deemed dividend on conversion of Series B convertible preferred stock to common stock | 0 | (4,787,000) | ||||
Issuance of common stock and warrants for cash in a registered direct offering | $ 4,000 | 696,000 | 0 | 0 | 0 | 700,000 |
Issuance of common stock and warrants for cash in a registered direct offering (in shares) | 4,000,000 | |||||
Stock issues during period values private offering | $ 0 | 23,000 | 0 | 0 | 0 | 23,000 |
Issuance of common stock in a private offering (in shares) | 100,000 | |||||
Warrants exercised for cash | $ 11,000 | 2,564,000 | 0 | 0 | 0 | 2,575,000 |
Warrants exercised for cash (in shares) | 10,936,000 | |||||
Reclassification of warrant liabilities related to warrants exercised for cash | $ 0 | 2,492,000 | 2,492,000 | |||
Conversion of share settled debt into common stock | $ 14,000 | 3,294,000 | 0 | 0 | 0 | 3,308,000 |
Conversion of share settled debt into common stock (in shares) | 14,214,000 | |||||
Issuance of common stock and warrants for conversion of debt and accrued interest | $ 32,000 | 8,040,000 | 0 | 0 | 0 | 8,072,000 |
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares) | 32,393,000 | |||||
Issuance of common stock for conversion of Series B convertible preferred stock | $ 33,000 | 19,674,000 | (10,000) | 0 | 0 | 19,697,000 |
Issuance of common stock for conversion of Series B convertible preferred stock (in shares) | 32,491,000 | |||||
Deemed dividend on conversion of Series B convertible preferred stock to common stock | $ 0 | (4,787,000) | ||||
Reclass between accrued interest and subscription receivable | 0 | 9,000 | ||||
Proceeds from investor to offset subscription receivable | 0 | 100,000 | ||||
Stock-based compensation | $ 0 | 14,145,000 | 0 | 0 | 0 | 14,145,000 |
Stock-based compensation (in shares) | 100,000 | |||||
Beneficial conversion feature related to amended convertible note | 0 | |||||
Reclass between shares payable and additional paid-in capital | 0 | |||||
Net Loss | $ 0 | (35,794,000) | (35,794,000) | |||
Cumulative translation adjustment | 0 | 1,597,000 | 1,597,000 | |||
Balance at Dec. 31, 2018 | $ 523,000 | 775,741,000 | (10,000) | (824,413,000) | 1,000,000 | (47,159,000) |
Balance (in shares) at Dec. 31, 2018 | 523,232,000 | |||||
Beneficial conversion feature of Series B convertible preferred stock | $ 0 | 2,086,000 | 0 | 0 | 0 | 0 |
Deemed dividend related to immediate accretion of beneficial conversion feature of Series B convertible preferred stock | 0 | (2,086,000) | 0 | 0 | 0 | 0 |
Issuance of common stock for conversion of Series A convertible preferred stock | 0 | |||||
Deemed dividend on conversion of Series A convertible preferred stock to common stock | 0 | (10,892,000) | 0 | 0 | 0 | |
Deemed dividend on conversion of Series B convertible preferred stock to common stock | 0 | (4,787,000) | 0 | 0 | 0 | |
Issuance of common stock and warrants for cash in a registered direct offering | $ 33,000 | 4,040,000 | 0 | 0 | 0 | 4,073,000 |
Issuance of common stock and warrants for cash in a registered direct offering (in shares) | 32,708 | |||||
Warrants exercised for cash | $ 10,000 | 2,210,000 | 0 | 0 | 0 | 2,220,000 |
Warrants exercised for cash (in shares) | 9,532 | |||||
Reclassification of warrant liabilities related to warrants exercised for cash | $ 0 | 1,759,000 | 0 | 0 | 0 | 1,759,000 |
Conversion of share settled debt into common stock | 0 | |||||
Issuance of common stock and warrants for conversion of debt and accrued interest | $ 35,000 | 9,138,000 | 0 | 0 | 0 | 9,173,000 |
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares) | 35,480 | |||||
Issuance of common stock for conversion of Series B convertible preferred stock | 0 | |||||
Deemed dividend on conversion of Series B convertible preferred stock to common stock | $ 0 | (4,787,000) | 0 | 0 | 0 | |
Reclass between accrued interest and subscription receivable | 0 | 0 | 9,000 | 0 | 0 | |
Proceeds from investor to offset subscription receivable | 0 | 0 | 100,000 | 0 | 0 | |
Cumulative effect of adopting new accounting standard | 0 | 0 | 0 | 4,802,000 | 0 | 4,802,000 |
Issuance of common shares in connection with a settlement agreement | $ 12,000 | (12,000) | 0 | 0 | 0 | 0 |
Issuance of common shares in connection with a settlement agreement (in shares) | 12,000 | |||||
Stock-based compensation | $ 1,000 | 1,818,000 | 0 | 0 | 0 | 1,819,000 |
Stock-based compensation (in shares) | 1,340 | |||||
Beneficial conversion feature related to amended convertible note | $ 0 | 68,000 | 0 | 0 | 0 | 68,000 |
Reclass between shares payable and additional paid-in capital | 0 | 138,000 | 0 | 0 | 0 | 138,000 |
Net Loss | 0 | 0 | 0 | (20,296,000) | 0 | (20,296,000) |
Cumulative translation adjustment | 0 | 0 | 0 | 0 | (164,000) | (164,000) |
Balance at Dec. 31, 2019 | $ 614,000 | $ 794,900,000 | $ (10,000) | $ (839,907,000) | $ 836,000 | $ (43,567,000) |
Balance (in shares) at Dec. 31, 2019 | 614,292 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Liability, Current | $ 20,213 | $ 29,995 |
Direct Offering [Member] | ||
Derivative Liability, Current | 2,700 | $ 300 |
Payments of Stock Issuance Costs | $ 400 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (20,296) | $ (35,794) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization | 21 | 1,291 |
Amortization of debt discount | 1,430 | 6,706 |
Amortization of debt premium | 0 | (355) |
Change in fair value of derivatives | (11,828) | (18,303) |
Loss (gain) from extinguishment of debt | 1,941 | (85) |
Gain on sale of property in the United Kingdom | 0 | (3,276) |
Amortization of operating lease right-of-use asset | (322) | 0 |
Stock-based compensation related to warrants modification | 3 | 141 |
Stock-based compensation for services | 1,819 | 14,145 |
Subtotal of non-cash charges | (6,936) | 264 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (1,226) | (304) |
Other non-current assets | (11) | (734) |
Accounts payable and accrued expenses | 30 | (436) |
Related party accounts payable and accrued expenses | (3,746) | 4,002 |
Exit fee liability related to mortgage loan | 0 | (120) |
Renewal liability related to mortgage loan | 0 | (1,464) |
Lease liabilities | 326 | 0 |
Net cash used in operating activities | (31,859) | (34,586) |
Cash Flows from Investing Activities: | ||
Proceeds from sale of property in the United Kingdom | 0 | 45,595 |
Additional cost of leasehold improvement related to UK construction | 0 | (193) |
Purchase of equipment | (360) | 0 |
Net cash (used in) provided investing activities | (360) | 45,402 |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock and warrants in a registered direct offering, net | 6,874 | 1,000 |
Proceeds from issuance of common stock and warrants in a private offering | 0 | 23 |
Proceeds from private offering (shares payable) | 0 | 138 |
Proceeds from investor to offset subscription receivable | 0 | 100 |
Proceeds from exercise of warrants | 2,220 | 2,575 |
Proceeds from warrants modification | 7 | 0 |
Proceeds from issuance of notes payable, net | 7,000 | 8,000 |
Proceeds from issuance of notes payable to related party | 0 | 95 |
Proceeds from issuance of convertible notes payable, net | 0 | 1,700 |
Proceeds from issuance of convertible notes payable to related party | 0 | 5,400 |
Repayment of notes payable | (420) | (2,350) |
Repayment of notes payable to related parties | (329) | (823) |
Repayment of convertible notes payable | 0 | (5,350) |
Repayment of convertible notes payable to related parties | (5,400) | 0 |
Repayment of mortgage loan | 0 | (9,758) |
Net cash provided by financing activities | 9,952 | 7,871 |
Effect of exchange rate changes on cash and cash equivalents | 415 | 3,420 |
Net (decrease) increase in cash and cash equivalents | (21,852) | 22,107 |
Cash and cash equivalents, beginning of the year | 22,224 | 117 |
Cash and cash equivalents, end of the year | 372 | 22,224 |
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 | 2,492 |
Conversion of share settled debt into common stock | 0 | 3,308 |
Issuance of common stock and warrants for conversion of debt and accrued interest | 7,313 | 6,480 |
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 | 2,693 | 0 |
Deferred offering cost | 108 | 0 |
Beneficial conversion feature related to amended convertible note | 68 | 0 |
Reclass between shares payable and additional paid-in capital | 138 | 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 |
Conversion of payable to offset Series A convertible preferred stock subscription receivable | 300 | |
Accrued renewal fee incurred from mortgage loan | 0 | 500 |
Reclass between accrued interest and subscription receivable | 0 | 9 |
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 |
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 |
Senior Convertible Notes [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest payments | 0 | (1,012) |
Mortgage Loan [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest payments | 0 | (1,135) |
Convertible Notes Payable [Member] | ||
Reconciliation of net loss to net cash used in operating activities: | ||
Loss (gain) from extinguishment of debt | 1,200 | |
Supplemental disclosure of cash flow information | ||
Interest payments | (43) | (22) |
Related Party [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest payments | (177) | (27) |
Related Party [Member] | Convertible Notes Payable [Member] | ||
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 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 | 12 Months Ended |
Dec. 31, 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. The Company has developed DCVax® platform technologies for both operable and inoperable solid tumor cancers. The Company has wholly owned subsidiaries in the U.K. and 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 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 | 12 Months Ended |
Dec. 31, 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 $20.3 million for the year ended December 31, 2019. The Company used approximately $31.9 million of cash in its operating activities for the year ended December 31, 2019. Management believes that the Company has access to capital resources through the sale of equity and debt financing arrangements. However, the Company has not secured any commitments for new financing for this specific purpose at this time. 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 and operating cash flow deficits, 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 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 | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements of the Company were prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of the wholly owned subsidiaries in Germany and the United Kingdom. All intercompany transactions and accounts have been eliminated in consolidation. Consolidation The Company’s policy is to consolidate all entities in which it can vote a majority of the outstanding voting stock. In addition, the Company consolidates entities which meet the definition of a variable interest entity (VIE) for which the Company is the primary beneficiary, if any. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the VIE. Cash and Cash Equivalents Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage (“FDIC”) of $250,000. The Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Property, Plant and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided for using straight-line methods, in amounts sufficient to charge the cost of depreciable assets to operations over their estimated service lives. Repairs and maintenance costs are charged to operations as incurred. Costs for capital assets not yet placed into service are capitalized as Construction in progress on the Consolidated balance sheets and will be depreciated once placed into service. The Company assesses its long-lived assets for impairment whenever facts and circumstances indicate that the carrying amounts may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining lives of such assets. If these projected undiscounted net future cash flows are less than the carrying amounts, an impairment loss would be recognized, resulting in a write-down of the assets with a corresponding charge to earnings. The impairment loss is measured based upon the difference between the carrying amounts and the fair values of the assets. Assets to be disposed of are reported at the lower of the carrying amounts or fair value less cost to sell. Management determines fair value using the discounted cash flow method or other accepted valuation techniques. Use of Estimates In preparing 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. Fair Value of Financial Instruments ASC 820, Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the warrants issued by the Company has been estimated using Monte Carlo simulation and or a Black Scholes model. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the Statement of Operations. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company record a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid-in capital) and amortized to interest expense over the life of the debt. Leases Prior to January 1, 2019, the Company recognized related rent expense on a straight-line basis over the term of the lease. Subsequent to the adoption of the new leasing standard on January 1, 2019, the Company recognizes a lease asset for its right to use the underlying asset and a lease liability for the corresponding lease obligation. The Company determines whether an arrangement is or contains a lease at contract inception. Operating leases with a duration greater than one year are included in operating lease right-of-use assets, operating lease liabilities - short-term, and operating lease liabilities - long-term in the Company’s consolidated balance sheet at December 31, 2019. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the net present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date. The incremental borrowing rate represents the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company considers a lease term to be the noncancelable period that it has the right to use the underlying asset. The operating lease right-of-use assets also include any lease payments made and exclude lease incentives. Lease expense is recognized on a straight-line basis over the expected lease term. Variable lease expenses are recorded when incurred. Sale and Leaseback Transactions The Company accounts for the sale and leaseback of the UK manufacturing facility in accordance with ASC 842. Gains on sale leaseback transactions are recognized at the time of sale if the fair value of the property sold is more than the net book value of the property. Gains on sale and leaseback transactions are deferred and amortized over the remaining lease term. See Note 6 for further details. Foreign Currency Translation and Transactions The Company has operations in Germany and the United Kingdom in addition to the U.S. The Company translated its assets and liabilities into U.S. dollars using end of period exchange rates and revenues and expenses are translated into U.S. dollars using weighted average rates. Foreign currency translation adjustments are reported as a separate component of accumulated other comprehensive income (loss) within stockholders’ equity deficit. The Company converts receivables and payables denominated in other than the Company’s functional currency at the exchange rate as of the balance sheet date. The resulting transaction exchange gains or losses related to intercompany receivable and payables, are included in other income and expense. Comprehensive Loss The Company reports comprehensive loss and its components in its consolidated financial statements. Comprehensive loss consists of net loss and foreign currency translation adjustments, affecting stockholders’ equity deficit that, under U.S, GAAP, is excluded from net loss. Revenue Recognition The Company recognizes revenue in accordance with the terms stipulated under the patient service contract. In various situations, the Company receives certain payments for DCVax®-L for patient treatment. These payments are non-refundable, and are not dependent on the Company’s ongoing future performance. Due to potential collectability issues with patients, the Company has adopted a policy of recognizing these payments as revenue when received. Accrued Outsourcing Costs Substantial portions of our preclinical studies and clinical trials are performed by third-party laboratories, medical centers, contract research organizations and other vendors (collectively “CROs”). These CROs generally bill monthly or quarterly for services performed, or bill based upon milestones achieved. For clinical studies, expenses are accrued when services are performed. The Company monitors patient enrollment, the progress of clinical studies and related activities through internal reviews of data that is tracked by the CROs under contractual arrangements, correspondence with the CROs and visits to clinical sites. Research and Development Costs Research and development costs are charged to operations as incurred and consist primarily of clinical trial costs, related party manufacturing costs, consulting costs, contract research and development costs, clinical site costs and compensation costs. Income Taxes The Company evaluates its tax positions and estimates its current tax exposure along with assessing temporary differences that result from different book to tax treatment of items not currently deductible for tax purposes. These differences result in deferred tax assets and liabilities on the Company’s Consolidated Balance Sheets, which are estimated based upon the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates that will be in effect when these differences reverse. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the Company’s Consolidated Statements of Comprehensive Loss become deductible expenses under applicable income tax laws or loss or credit carryforwards are utilized. Accordingly, realization of the Company’s deferred tax assets is dependent on future taxable income against which these deductions, losses and credits can be utilized. The Company must assess the likelihood that the Company’s deferred tax assets will be recovered from future taxable income, and to the extent the Company believes that recovery is not more likely than not, the Company must establish a valuation allowance. Management judgment is required in determining the Company’s provision for income taxes, the Company’s deferred tax assets and liabilities and any valuation allowance recorded against the Company’s net deferred tax assets. Excluding foreign operations, the Company recorded a full valuation allowance at each balance sheet date presented because, based on the available evidence, the Company believes it is more likely than not that it will not be able to utilize all of its deferred tax assets in the future. The Company intends to maintain the full valuation allowance until sufficient evidence exists to support the reversal of the valuation allowance. Stock Based Compensation Effective January 1, 2019, the Company adopted ASU 2018-07, by which the accounting for share-based payments to non-employees and employees is substantially aligned. There was no cumulative effect of the adoption of this standard. Share-based compensation cost is recorded for all option grants and awards of non-vested stock based on the grant date fair value of the award using the Black-Scholes option-pricing model, and is recognized over the service period required for the award. Prior to January 1, 2019, share-based compensation cost for non-employees was remeasured at every reporting period. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term - The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term. Expected Volatility - The Company computes stock price volatility over expected terms based on its historical common stock trading prices. Risk-Free Interest Rate - The Company bases the risk-free interest rate on the implied yield available on U. S. Treasury zero-coupon issues with an equivalent remaining term. Expected Dividend - The Company has never declared or paid any cash dividends on its common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models. The Company recognizes forfeitures when they occur. Debt Extinguishment The Company accounts for the income or loss from extinguishment of debt by comparing the difference between the reacquisition price and the net carrying amount of the debt being extinguished and recognizes this as gain or loss when the debt is extinguished. The gain or loss from debt extinguishment is recorded in the consolidated statements of operations under “other income (expense)” as loss from extinguishment of convertible debt. Sequencing As of October 13, 2016, the Company adopted a sequencing policy whereby all financial instruments issued after adoption date will be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees, non-employees or directors and convertible preferred stock. Loss per Share Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus dilutive potential common shares outstanding using the treasury stock method. Any potentially dilutive securities are anti-dilutive due to the Company’s net losses. For the years presented, there is no difference between the basic and diluted net loss per share. Recent Accounting Standards Income Taxes In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. Adoption of Recent Accounting Standards Accounting for Certain Financial Instruments with Down Round Features In July 2017, the FASB has issued a two-part ASU No. 2017‑11, (i). Accounting for Certain Financial Instruments with Down Round Features and (ii) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception which simplifies the accounting for certain financial instruments with down round features, a provision in an equity-linked financial instrument (or embedded feature) that provides a downward adjustment of the current exercise price based on the price of future equity offerings. It is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company adopted this standard on its consolidated financial statements and disclosures as of January 1, 2019, and given its sequencing policy in effect as of October 13, 2016, the impact of this standard was not material. Improvements to Non-employee Share-Based Payment Accounting In June 2018, the FASB issued ASU 2018‑07 “Improvements to Nonemployee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company adopted this standard on its consolidated financial statements as of January 1, 2019, and the adoption did not have a material impact on its consolidated financial statements. 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 | 12 Months Ended |
Dec. 31, 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. The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2019 and 2018 (in thousands): Fair value measured at December 31, 2019 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs December 31, 2019 (Level 1) (Level 2) (Level 3) Warrant liability $ 20,213 $ — $ — $ 20,213 Contingent payable derivative liability 7,261 — — 7,261 Total fair value $ 27,474 $ — $ — $ 27,474 Fair value measured at December 31, 2018 Quoted prices in active Significant 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 years ended December 31, 2019 and 2018. The following table presents changes in Level 3 liabilities measured at fair value for the years ended December 31, 2019 and 2018. 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). Contingent Payable Embedded Warrant Derivative Conversion Liability 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 4,110 — — 4,110 Extinguishment of derivative liabilities — — (3) (3) Extinguishment of warrant liabilities related to warrants exercised for cash (1,759) — — (1,759) Change in fair value (12,133) 659 (354) (11,828) Balance - December 31, 2019 $ 20,213 $ 7,261 $ — $ 27,474 Embedded Share-settled Warrant Conversion Debt Liability Feature (in Default) Total Balance – January 1, 2018 40,171 2,608 3,308 46,087 Warrants granted 10,066 — — 10,066 Bifurcated embedded derivative liability — 351 351 Extinguishment of warrant liabilities related to warrants exercised for cash (2,492) — — (2,492) Conversion of share-settled debt — — (3,308) (3,308) Extinguishment of derivative liabilities related to repayment of debt — (2,049) — (2,049) Change in fair value (17,750) (553) (18,303) Balance – December 31, 2018 $ 29,995 $ 357 $ — $ 30,352 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 December 31, 2019 and 2018 is as follows: As of December 31, 2019 As of December 31, 2018 Warrant Contingent Payable Warrant Embedded Liability Derivative Liability Liability Conversion Feature Strike price $ 0.21 $ 0.21 * $ 0.29 $ 0.44 Contractual term (years) 1.4 1.0 2.2 1.5 Volatility (annual) 74 % 62 % 85 % 85 % Risk-free rate 2 % 2 % 3 % 3 % Dividend yield (per share) 0 % 0 % 0 % 0 % * contingent based on current stock price as of December 31, 2019 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Stock-based Compensation | |
Stock-based Compensation | 5. Stock-based Compensation Stock Options The following table summarizes stock option activity for the Company’s option plans during the years ended December 31, 2019 and 2018 (amount in thousands, except per share number): Weighted Average Remaining Weighted Average Contractual Life (in Number of Shares Exercise Price years) Total Intrinsic Value Outstanding as of January 1, 2018 12,656 $ 1.32 4.1 $ — Granted 100,090 0.23 9.3 — Forfeited/expired (12,587) 1.27 — — Outstanding as of December 31, 2018 100,159 0.24 9.3 — Granted 4,500 0.22 10.4 — Outstanding as of December 31, 2019 104,659 $ 0.24 8.4 $ — Options vested and exercisable 95,500 $ 0.24 8.3 $ — 2019 Grants During the year ended December 31, 2019, the Company issued 4.5 million stock options to certain employees with grant date fair value of approximately $741,000. Approximately 3.3 million stock options will vest on a pro rata monthly basis over the first 36 months, and the remaining 1.2 million stock options will vest based on performance condition. The exercise price of the options is between $0.21 and $0.22, and the exercise period will be 10 years. The Company also agreed to issue another 2.0 million stock options which will vest on certain performance criteria, which remain to be determined by the parties as of December 31, 2019. The Company does not consider such performance options to be granted until such performance criteria are determined in accordance with ASC 718. There is no financial impact as of December 31, 2019. 2018 Grants During the year ended December 31, 2018, the Company issued options to certain directors, officers and consultants (collectively, the “Options”) based upon services over a number of years. The Options are subject to vesting requirements. 50% of the Options were vested on the grant date, and the remaining 50% of the Options are vesting monthly over a period of 24 months following the Board approvals of the Options, subject to acceleration upon the occurrence of certain achievement milestones. A performance milestone was achieved and the Company accelerated vesting on 25% of these outstanding Options. On November 18, 2018, the disinterested members of the Company’s Board of Directors (the “Board”) approved an increase of the equity compensation option pool to reflect increases in the numbers of issued and outstanding shares since the prior equity awards were made. This incremental increase added approximately 3.1 million options to the pool. The incremental options are being issued in individual awards which are in the process of being implemented in individual agreements, including with respect to certain conditions such as vesting over 4 years, subject to potential acceleration events. In the case of the independent directors, the awards were approved by the shareholders. The exercise price of the options will be $0.25, in accordance with the prior trading day’s closing price at the time of approval, and the exercise period will be 10 years. Modification of Stock Options In January 2018, the Board approved extension of the exercise period for options that were granted to Dr. Alton Boyton and Dr. Marnix Bosch on June 13, 2017, from 5 years to 10 years to conform to the exercise period of other employee options. The Company accounted for the modification as a Type I (probable-to-probable) modification and the incremental cost was approximately $0.3 million based on the following assumptions: Exercise price $ 0.25 Expected term (years) 5.0 Expected stock price volatility 93 % Risk-free rate of interest 2 % The following assumptions were used to compute the fair value of stock options granted during the years ended December 31, 2019 and 2018: For the years ended December 31, 2019 2018 Exercise price $ 0.20 $ 0.23 Expected term (years) 5.6 5.2 Expected stock price volatility 86 % 96 % Risk-free rate of interest 1 % 3 % The following table summarizes stock-based compensation expense related to stock options for the years ended December 31, 2019 and 2018 (in thousands): For the years ended December 31, 2019 2018 Research and development $ 471 $ 1,777 General and administrative 1,350 12,509 Total stock-based compensation expense $ 1,821 $ 14,286 As of December 31, 2019, there was approximately $657,000 of total unrecognized compensation expense related to non-vested share-based compensation arrangements granted under the employee stock option program. That cost is expected to be recognized over a weighted average period of 3 years. |
Sale and Leaseback Transactions
Sale and Leaseback Transactions in the U.K. | 12 Months Ended |
Dec. 31, 2019 | |
Sale and Leaseback Transactions in the U.K. | |
Sale and Leaseback Transactions in the U.K. | 6. Sale and Leaseback Transactions in the U.K. On December 14, 2018, the Company completed certain transactions involving the Company’s U.K. property: the sale of most of the property for approximately $47.2 million in gross proceeds, the retention of the Company’s ownership of 17 acres of the property, and the lease-back of the 87,000 square foot manufacturing facility which the Company has been developing on the property, together with adjacent areas, for 20 years with a renewal option for another 20 years on favorable terms. Total gain from the sale was approximately $8.0 million, of which the Company recognized approximately $3.3 million upfront gain on the closing date in December 2018, and approximately $4.7 million of the gain has been deferred. The Company recorded the following amounts on December 14, 2018, resulting in a gain of $3.3 million on the sale of the U.K. property calculated as the difference between the consideration amount for the assets and the net carrying amount of the assets and liabilities extinguished. The following sets forth the calculation of the gain on sale as of the closing (in thousands): Cash consideration received, net of fees $ 45,595 Extinguishment of environmental liability 6,200 Land and buildings – carrying value (45,168) Accumulated depreciation costs written off 1,397 Deferred profit on sale-leaseback transaction* (4,748) Gain from sale of property in the United Kingdom $ 3,276 * On January 1, 2019, the Company adopted the new lease standard and recorded an adjustment to opening accumulated deficit of $4.8 million (adjusted based on currency rate on January 1, 2019) related to the de-recognition of deferred profit related to the U.K facility sales leaseback transaction. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment | |
Property & Equipment | 7. Property, Plant and Equipment Property, plant and equipment consist of the following at December 31, 2019 and 2018 (in thousands): December 31, December 31, Estimated 2019 2018 Useful Life Leasehold improvements $ 186 $ 81 Lesser of lease term or estimated useful life Office furniture and equipment 59 25 3 years Computer equipment and software 611 599 3 years Land in the United Kingdom 90 86 NA 946 791 Less: accumulated depreciation (665) (683) Total property, plant and equipment, net $ 281 $ 108 Construction in progress $ 171 $ — Depreciation expense was approximately $21,000 and $1.3 million for the years ended December 31, 2019 and 2018, respectively. During the year ended December 31, 2019, the Company purchased $171,000 laboratory equipment which has not yet been placed in service as of December 31, 2019. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Notes Payable. | |
Notes Payable | 8. Notes Payable The following two tables summarize outstanding debt as of December 31, 2019 and 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 (67) 433 (67) Short term notes payable 8% unsecured (5) Various 8 % N/A 555 (43) 512 10% unsecured (6) Various 10 % N/A 3,551 (73) 3,478 12% unsecured (7) On Demand 12 % N/A 440 — 440 0% unsecured (8) 8/1/2020 0 % N/A 1,156 (85) 1,071 5,702 (201) 5,501 Short term notes payable - related parties 10% unsecured - Related Parties (9) On Demand 10 % N/A 66 — 66 66 — 66 Long term notes payable 8% unsecured (10) Various 8 % N/A 7,008 (420) 6,588 7,008 (420) 6,588 Ending balance as of December 31, 2019 $ 13,411 $ (688) $ 12,723 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 December 31, 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. The Note bore interest at a rate of 10% per annum and is convertible at a conversion price of $0.22 per share of common stock. The Note was due and payable on October 18, 2019. Upon issuance of the Note, the Holder received a 2‑year warrant to purchase 714,286 common shares of the Company at an exercise price of $0.35 per share (the “Warrants”). The fair value of the Warrants on the issuance date was approximately $57,000 using the Black-Scholes Model, which was recorded as a discount with a corresponding credit to warrant liabilities. On October 30, 2019, the Company entered into a Note Amendment Agreement (the “Amendment”) with the Holder with the following material adjustments. - Extended the Note maturity date by six months from October 18, 2019 to April 18, 2020; - Issued a new 2-year Warrant for up to 1,000,000 shares of the Company’s common stock at an exercise price of $0.25 per share valued at $100,000 on October 30, 2019. The Amendment was treated as an extinguishment for accounting purposes. The Company recorded approximately $56,000 loss on debt extinguishment. (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 year ended December 31, 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. (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 for up to nearly 1-1/2 years. The fair value of the warrants for the Convertible Notes was approximately $4.2 million, which was recorded as debt discount at the issuance date.This $4.2 million debt discount was expensed immediately for these demand Convertible Note warrants. During the year ended December 31, 2019, the Company repaid the $5.4 million principal and $0.8 million of interest. (5) During the year ended December 31, 2019, the Company converted approximately $5.2 million of principal and $0.4 million of accrued interest into approximately 26.5 million shares of the Company’s common stock at a fair value of $6.8 million. The Company recorded approximately $1.2 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 investors (the “Holders”) for an aggregate principal amount of $3.7 million. The Notes included approximately $0.2 million OID. The Notes bore interest at 10% per annum. Between October and November 2019, the Company entered into multiple Note Amendment Agreements (the “Amendments”) with the Holders with the following major adjustments: - Extended the Notes maturity date by four to six months; - Agreed to partially settle $0.6 million principal and accrued interest of the Notes in 2.8 million shares of common stock at $0.23 per share; - Issued new 2-year warrant for up to 5.5 million shares of the Company's common stock at an exercise price of $0.23 per share valued at $560,000 on the amendment date; - Extended the maturity date of 21.1 million existing warrants to June 19, 2021. The Amendment was treated as an extinguishment for accounting purposes. The Company recorded approximately $1.2 million loss on debt extinguishment. During the year ended December 31, 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 year ended December 31, 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. The Company also wrote off $29,000 of unamortized debt discount during the conversion, which was recognized as additional debt extinguishment loss. (7) This $440,000 note as of December 31, 2019 consists of two separate 12% demand notes in the amounts of $300,000 and $140,000. (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®-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 agreement, 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 at inception * (6,602) Gain from debt extinguishment $ 977 *see Note 4 for valuation details As of December 31, 2019,the Deferred Note had $1.2 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 year ended December 31, 2017, the Company made an aggregate principal payment of $1.2 million and an aggregate of $47,000 interest payment associated with these demand notes. During 2018, the Company made an aggregate principal payment of $0.4 million, leaving an outstanding principal balance of approximately $69,000 and approximately $73,000 accrued interest associated with the Goldman Notes as of December 31, 2018. During the year ended December 31, 2019, the Company paid $148,000 related to the Goldman Notes, including $79,000 of interest completing the payments on the outstanding Goldman Notes. 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 year ended December 31, 2017, the Company made an aggregate principal payment of approximately $0.8 million on the Toucan Notes. During the year ended December 31, 2018, the Company made an aggregate principal payment of approximately $0.4 million on the Toucan Notes. In addition, the Company also made a partial interest payment of $18,000.All principal was repaid as of December 31, 2018. There was approximately $46,000 remaining of unpaid interest as of December 31, 2018. During the year ended December 31, 2019, the Company paid interest totaling $46,000, to pay off the Notes. Board of Directors Notes In 2017, Jerry Jasinowski, Robert Farmer and Cofer Black, members of the Company’s Board of Directors, loaned the Company an aggregate amount of $300,000 pursuant to multiple Demand Promissory Notes (the “Notes”). The Notes bear interest at 10% per annum, and are payable upon demand, with 7 days’ prior written notice to the Company. On November 28, 2018, the Company made a partial payment of $40,000 to the Note held by Mr. Farmer. The Notes were fully paid back in January 2019. 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 December 31, 2019, the Note remains outstanding and unpaid. The principal and interest owed to Advent under this Note at December 31, 2019 was $66,000 and $8,000, respectively, based on the current exchange rate. (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 $0.3 million as of December 31, 2019. The following table summarizes total interest expenses related to senior convertible notes, share-settled debt, other notes and mortgage loans for the years ended December 31, 2019 and 2018, respectively (in thousands): For the years ended December 31, 2019 2018 Interest expenses related to outstanding notes: Contractual interest $ 1,168 $ 1,648 Amortization on debt premium — (355) Amortization of debt discount 1,430 1,975 Total interest expenses related to outstanding notes 2,598 3,268 Interest expenses related to outstanding notes to related parties: Contractual interest 366 617 Amortization of debt discount — 4,235 Total interest expenses related to outstanding notes to related parties 366 4,852 Interest expenses related to mortgage loan: Contractual interest — 1,174 Amortization of debt issuance costs — 496 Total interest expenses on the mortgage loan — 1,670 Interest expenses related to Series A convertible preferred stock — 68 Other interest expenses 11 13 Total interest expense $ 2,975 $ 9,871 The following table summarizes the principal amounts of the Company’s debt obligations as of December 31, 2019 (amount in thousands): 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 555 555 — 10% unsecured 3,551 3,551 — 12% unsecured 440 440 — 0% unsecured 1,156 1,156 — Short term notes payable - related parties 10% unsecured - (on demand) 66 66 — Long term notes payable 8% unsecured 7,008 — 7,008 Total $ 13,411 $ 6,403 $ 7,008 |
Net Loss per Share Applicable t
Net Loss per Share Applicable to Common Stockholders | 12 Months Ended |
Dec. 31, 2019 | |
Net Loss per Share Applicable to Common Stockholders | |
Net Loss per Share Applicable to Common Stockholders | 9. Net Loss per Share Applicable to Common Stockholders Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similar to basic 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. 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 years ended December 31, 2019 2018 Common stock options 104,659 100,159 Common stock warrants 347,734 360,414 Contingently issuable warrants 11,739 11,739 Convertible notes and accrued interest 2,617 32,954 Potentially dilutive securities 466,749 505,266 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 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 (the “Advent Agreement”), 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 at an existing facility in London; it does not cover activities involving the facility in Sawston. The Sawston activities are covered in Ancillary Services Agreement as described below. The manufacturing in the UK is intended to supply the European region as well as the UK. 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 the 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. The SOWs will set forth activities relating to the design, specifications, engineering, infrastructure, regulatory compliance, construction, equipment, test runs, regulatory inspection and certification of the facility. The SOWs will also set forth the costs related to such activities. For SOWs approved by the Company, the Company will pay or reimburse Advent on the basis of costs incurred plus fifteen percent. To date, Advent has not yet submitted SOWs and the Company has not yet made any payments. Related Party Expenses and Accounts Payable The following table summarizes expenses incurred to related parties (i.e., amounts invoiced) during the year ended December 31, 2019 and 2018 (amount in thousands) (some of which remain unpaid as noted in the second table below): For the years ended December 31, 2019 2018 Cognate BioServices, Inc. ( related party until February 2018) N/A $ 873 Cognate BioServices GmbH N/A 66 Cognate Israel N/A 168 Advent BioServices 5,218 6,258 Total $ 5,218 $ 7,365 The following table summarizes outstanding unpaid accounts payable held by related party as of December 31, 2019 and 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. December 31, 2019 December 31, 2018 Advent BioServices $ 834 $ 3,967 Other Related Parties Loans 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. The Notes were 15-day demand notes, for loans provided as short-term bridge loans. However, repayment was not completed for nearly 1-1/2 years. During the year ended December 31, 2019, the Company repaid the $5.4 million principal and $0.8 million interest. Advent BioServices Note Advent BioServices 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 December 31, 2019, the Advent Note remains outstanding and unpaid. The principal amount and accrued interest owed to Advent under this Note at December 31, 2019 was $66,000 and $8,000, respectively, based on the current exchange rate. Interest expense for the year ended December 31, 2019 and 2018 associated with related party loans was approximately $0.4 million and $4.9 million, respectively. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Deficit | |
Stockholders' Deficit | 11. Stockholders’ Deficit 2019 Activities Registered Direct Offering During the year ended December 31, 2019, the Company issued an aggregate of 32.7 million shares of its common stock at a purchase price between $0.19 and $0.23 per share to certain institutional investors in multiple registered direct offerings (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 $6.9 million, after deducting offering costs of $0.3 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 modify certain existing warrants already held by some of those investors. The Company extended the expiration date for additional 12 to 18 months after the original expiration date and the weighted average exercise price of warrants was reduced by an amount ranging from 2 to 8 cents as well. The Company recorded an incremental change of $2.5 million on the fair value of warrants due to the modification and recorded it as part of offering cost during the year ended December 31, 2019. Debt Conversion During the year ended December 31, 2019, the Company converted debt of approximately $6.8 million of principal and $0.7 million of accrued interest into approximately 35.5 million shares of the Company’s common stock at a fair value of $9.2 million. The Company recorded approximately $1.7 million of debt extinguishment loss from the conversion. Warrants Exercised for Cash During the year ended December 31, 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®-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 year ended December 31, 2019, the Company recorded $12,000 in its common stock par and reduced same amount in additional paid-in capital. 2018 Activities Increase of Authorized Shares On April 27, 2018, the Company held a Special Meeting of Shareholders to vote on several matters, including increasing the number of authorized shares of common stock from 450,000,000 to 1,200,000,000, par value $0.001 per share, and increasing the number of authorized shares of preferred stock from 40,000,000 to 100,000,000, par value $0.001 per share. On May 2, 2018, the Company filed a Certificate of Amendment of its Seventh Amended and Restated Certificate of Incorporation with the Secretary of the State of Delaware, which effected the increase in authorized shares of common stock and the increase in authorized shares of preferred stock. Equity Financing On June 22, 2018, the Company entered into agreements with institutional investors for a registered direct offering with proceeds of $1.0 million. The Company issued 4 million shares of common stock at a purchase price of $0.25 per share. Additionally, the investors received 2-year Class D-3 warrants to purchase up to 2 million shares of common stock with an exercise price of $0.30 per share. Debt Conversion During the year ended December 31, 2018, the Company converted approximately $6.1 million principal and $0.4 million accrued interest into approximately 32.4 million shares of common stock at fair value of $8.1 million. The Company recorded an approximate $1.6 million debt extinguishment loss from the conversion. Warrants Exercised for Cash During the year ended December 31, 2018, the Company issued approximately 10.9 million shares of common stock from the exercise of warrants with an exercise price from $0.22 to $0.26 for aggregate proceeds of $2.6 million. Share-settled Debt During the year ended December 31, 2018, the Company issued 14.2 million shares of common stock to the holder of the Company’s share-settled debt as advance payment for future debt conversion. There was no share-settled debt outstanding as of December 31, 2018. Stock Purchase Warrants The following is a summary of warrant activity for the years ended December 31, 2019 and 2018 (dollars in thousands, except per share data): Number of Weighted Average Remaining Warrants Exercise Price Contractual Term Outstanding as of January 1, 2018 320,406 $ 0.50 2.62 Warrants granted 75,669 0.48 Warrants exercised for cash (10,936) 0.23 Warrants expired and cancellation (12,986) 1.33 Outstanding as of December 31, 2018 372,153 $ 0.29 1.97 Warrants granted 8,067 0.23 Warrants exercised for cash (9,532) 0.23 Warrants expired and cancellation (11,215) 0.62 Outstanding as of December 31, 2019 359,473 $ 0.27 |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2019 | |
Organization and Description of Business | |
Variable Interest Entities | 12. Variable Interest Entities Variable Interest Entities (“VIEs”) are entities in which equity investors lack the characteristics of a controlling financial interest. VIEs are consolidated by the primary beneficiary. The primary beneficiary is the party who has both the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. Advent 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 and was spun off separately as part of an institutional financing of Cognate. The Advent Agreement provides for manufacturing of DCVax-L products at an existing facility in London for the European region. On November 8, 2019, the Company and Advent entered into an Ancillary Services Agreement with an 8-month Term for U.K. Facility Development Activities and Compassionate Use Program Activities. The Ancillary Services Agreement provides for U.K. Facility Development Activities for the manufacturing facility in Sawston, UK and the Compassionate Use Program Activities in the UK. See Note 10 for more detail. As of December 31, 2019 and 2018, the Company did not have the power over the most significant activities (control of operating decisions) and therefore did not meet the “power” criteria of the primary beneficiary. The maximum exposure to loss is limited to the notional amounts of the implicit variable interest in Advent, if any. Under the Advent Agreement, either party may terminate at any time upon twelve months’ notice, providing a transition period for technology transfer. Accordingly, the maximum exposure to loss, if any, is approximately $5 million and $6 million as of December 31, 2019 and 2018, respectively, which is the minimum twelve-monthly payments the Company must pay to terminate their relationship with Advent. Under the Ancillary Services Agreement, the agreement expires eight months after its effective date, and can also be terminated upon any material breach that remains uncured for thirty days after notice. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 13. Commitments and Contingencies Operating Lease 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 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 December 31, 2019, the Company had operating lease liabilities of approximately $5.3 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 $4.7 million for the Sawston lease and US office lease, which were included in the consolidated balance sheet. The following summarizes quantitative information about the Company’s operating leases: For the Year ended December 31, 2019 U.K U.S Total Lease cost Operating lease cost $ 607 $ 247 $ 854 Short-term lease cost 50 81 131 Variable lease cost — 15 15 Total $ 657 $ 343 $ 1,000 Other information Operating cash flows from operating leases $ — $ (244) $ (244) Weighted-average remaining lease term - operating leases 10.0 0.9 Weighted-average discount rate - operating leases 12 % 12 % The Company recorded lease costs as a component of general and administrative expense during the year ended December 31, 2019. Maturities of our operating leases, excluding short-term leases, are as follows: U.K U.S Total Year ended December 31, 2020 $ 679 $ 332 $ 1,011 Year ended December 31, 2021 659 84 743 Year ended December 31, 2022 659 — 659 Year ended December 31, 2023 659 — 659 Year ended December 31, 2024 659 — 659 Thereafter 9,209 — 9,209 Total 12,524 416 12,940 Less present value discount (7,600) (31) (7,631) Total lease liabilities $ 4,924 $ 385 $ 5,309 Operating lease liabilities, current portion included in the Consolidated Balance Sheet at December 31, 2019 $ 92 $ 303 $ 395 Operating lease liabilities, long-term portion included in the Consolidated Balance Sheet at December 31, 2020 $ 4,832 $ 82 $ 4,914 Manufacturing Services Agreements The Company has manufacturing services agreements with Cognate BioServices in the US, and with Advent BioServices in the U.K. Advent BioServices On May 14, 2018, the Company entered into a DCVax®-L Manufacturing and Services Agreement (“MSA”) 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 at an existing facility in London for the European region. The Agreement is structured in the same manner as the Company’s existing Agreements with Cognate BioServices. The Advent Agreement provides for a program initiation payment of approximately $1.0 million, in connection with technology transfer and operations to the U.K. from Germany, 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 agreement with Cognate BioServices, the Company is required to pay certain fees for dedicated production capacity reserved exclusively for DCVax production, and pay for manufacturing of DCVax-L products 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 MSA on twelve months’ notice, to allow for transition arrangements by both parties. On November 8, 2019, the Company and Advent entered into an Ancillary Services Agreement with an 8-month Term for U.K. Facility Development Activities and 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. To date, Advent has not yet submitted any SOWs and the Company has not yet made any payments to Advent under the Ancillary Services Agreement. 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. As part of this investigation and settlement, the Company, with SEC oversight, will and has retained an additional independent consultant to review remediation efforts implemented and provide guidance to help the Company remediate, if applicable, any outstanding deficiencies. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Income Taxes | 15. Income Taxes No provision was made for U.S. taxes on undistributed foreign earning as such earnings are considered to be permanently reinvested. It is not practicable to determine the amount of additional tax, if any that might be payable on those earnings if repatriated. The tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities at December 31, 2019 and 2018 are comprised of the following (in thousands): As of December 31, 2019 As of December 31, 2018 Deferred tax asset Net operating loss carryforward $ 176,140 $ 170,087 Research and development credit carry forwards 16,983 16,377 Stock based compensation and other 14,565 14,216 Total deferred tax assets 207,688 200,680 Valuation Allowance (207,688) (200,680) Deferred tax asset, net of allowance $ — $ — The Company has identified the United States, Maryland, Germany and United Kingdom as significant tax jurisdictions. The Company's U.S. net operating loss (“NOL”) carryforwards for tax purposes as of December 31, 2019, are approximately $620.1 million. Unused NOL carryforwards from years prior to 2018 of $554.5 million will begin to expire in 2019 through 2037. NOL incurred in 2018 and later amount to $65.6 million and shall carryforward indefinitely. NOL carryforwards are generally available to offset future taxable income; however, the utilization of NOL may be limited under the Internal Revenue Code Section 382 as a result of changes in ownership of the Company's stock over the loss periods and prior to utilization of the carryforwards. The Company also has approximately $17 million in research and development tax credits available to offset federal income tax in future periods. If unused, these credits expire through 2037. The Company’s NOL carryforwards for foreign tax purposes as of December 31, 2019 are $31.1 million. NOL in the United Kingdom and Germany of $15.6 million and $15.2 million respectively do not expire over time. NOL in the Netherlands of $253,000 will begin to expire in 2025 through 2031. The Company’s tax years are still open under statute from 2016 to present, although NOL carryovers from prior tax years are subject to examination and adjustments to the extent utilized in future years. During 2018 the Company reevaluated the pricing/deductibility of stock options granted and the value of warrants issued, resulting in the decrease in the potential future tax deduction from those instruments. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. In case the deferred tax assets will not be realized in future periods, the Company has provided a valuation allowance for the full amount of the deferred tax assets at December 31, 2019 and 2018. The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows: (dollars in thousands) As of December 31, 2019 As of December 31, 2018 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 8.9 % 9.1 % Tax rate differential on foreign income (0.4) % (0.4) % Derivative gain or loss 12.2 % 10.7 % Expiration of net operating losses (7.9) % 0.0 % Other permanent items and true ups (2.3) % 0.5 % R&D Credit 3.0 % 2.7 % Change in rate 0.0 % 17.9 % Change in valuation allowance (34.5) % (61.5) % Income tax provision (benefit) 0.0 % 0.0 % As of December 31, 2019 As of December 31, 2018 Federal Current $ — $ — Deferred (5,183) (10,688) State Current — — Deferred (1,421) (9,469) Foreign Current Deferred (404) (1,868) Change in valuation allowance 7,008 22,025 Income tax provision (benefit) $ — $ — ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. As of December 31, 2019, and 2018, there were no uncertain tax positions. The Company’s policy for recording interest and penalties associated with uncertain tax positions is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest during the year ended December 31, 2019. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events | |
Subsequent Events | 16. Subsequent Events Between January and February 2020, the Company received approximately $6.0 million cash from issuance of 34 million shares of common stock and 8.5 million warrants. Approximately 11.4 million shares of the total 34 million shares are pending to be issued. Between January and March 2020, the Company converted approximately $1.7 million outstanding debt and interest into 11.4 million shares of common stock. During February 2020, the Company entered into multiple one-year convertible notes (the “Notes”) with multiple holders (the “Holders”) for an aggregate principal amount of $1.0 million. The Notes are convertible at 2 cents above the closing price on each of the Note’s issuance date and bear interest at the rate of 10% per annum. Upon issuance of the Notes, the Holders also received a 2-year warrant to purchase a total of 1.4 million common shares at an exercise price of $0.35 per share. During February 2020, the Senior Vice President, General Counsel advanced $0.2 million to the Company. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of the Company were prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of the wholly owned subsidiaries in Germany and the United Kingdom. All intercompany transactions and accounts have been eliminated in consolidation. |
Consolidation | Consolidation The Company’s policy is to consolidate all entities in which it can vote a majority of the outstanding voting stock. In addition, the Company consolidates entities which meet the definition of a variable interest entity (VIE) for which the Company is the primary beneficiary, if any. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the VIE. |
Cash and Cash Equivalents | Cash and Cash Equivalents Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage (“FDIC”) of $250,000. The Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Property, Plant and Equipment | Property, Plant and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided for using straight-line methods, in amounts sufficient to charge the cost of depreciable assets to operations over their estimated service lives. Repairs and maintenance costs are charged to operations as incurred. Costs for capital assets not yet placed into service are capitalized as Construction in progress on the Consolidated balance sheets and will be depreciated once placed into service. The Company assesses its long-lived assets for impairment whenever facts and circumstances indicate that the carrying amounts may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining lives of such assets. If these projected undiscounted net future cash flows are less than the carrying amounts, an impairment loss would be recognized, resulting in a write-down of the assets with a corresponding charge to earnings. The impairment loss is measured based upon the difference between the carrying amounts and the fair values of the assets. Assets to be disposed of are reported at the lower of the carrying amounts or fair value less cost to sell. Management determines fair value using the discounted cash flow method or other accepted valuation techniques. |
Use of Estimates | Use of Estimates In preparing 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. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820, Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. |
Warrant Liability | Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations. The fair value of the warrants issued by the Company has been estimated using Monte Carlo simulation and or a Black Scholes model. |
Embedded Conversion Features | Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the Statement of Operations. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company record a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid-in capital) and amortized to interest expense over the life of the debt. |
Leases | Leases Prior to January 1, 2019, the Company recognized related rent expense on a straight-line basis over the term of the lease. Subsequent to the adoption of the new leasing standard on January 1, 2019, the Company recognizes a lease asset for its right to use the underlying asset and a lease liability for the corresponding lease obligation. The Company determines whether an arrangement is or contains a lease at contract inception. Operating leases with a duration greater than one year are included in operating lease right-of-use assets, operating lease liabilities - short-term, and operating lease liabilities - long-term in the Company’s consolidated balance sheet at December 31, 2019. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the net present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date. The incremental borrowing rate represents the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company considers a lease term to be the noncancelable period that it has the right to use the underlying asset. The operating lease right-of-use assets also include any lease payments made and exclude lease incentives. Lease expense is recognized on a straight-line basis over the expected lease term. Variable lease expenses are recorded when incurred. |
Sale and Leaseback Transactions | Sale and Leaseback Transactions The Company accounts for the sale and leaseback of the UK manufacturing facility in accordance with ASC 842. Gains on sale leaseback transactions are recognized at the time of sale if the fair value of the property sold is more than the net book value of the property. Gains on sale and leaseback transactions are deferred and amortized over the remaining lease term. See Note 6 for further details. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The Company has operations in Germany and the United Kingdom in addition to the U.S. The Company translated its assets and liabilities into U.S. dollars using end of period exchange rates and revenues and expenses are translated into U.S. dollars using weighted average rates. Foreign currency translation adjustments are reported as a separate component of accumulated other comprehensive income (loss) within stockholders’ equity deficit. The Company converts receivables and payables denominated in other than the Company’s functional currency at the exchange rate as of the balance sheet date. The resulting transaction exchange gains or losses related to intercompany receivable and payables, are included in other income and expense. |
Comprehensive Loss | Comprehensive Loss The Company reports comprehensive loss and its components in its consolidated financial statements. Comprehensive loss consists of net loss and foreign currency translation adjustments, affecting stockholders’ equity deficit that, under U.S, GAAP, is excluded from net loss. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with the terms stipulated under the patient service contract. In various situations, the Company receives certain payments for DCVax®-L for patient treatment. These payments are non-refundable, and are not dependent on the Company’s ongoing future performance. Due to potential collectability issues with patients, the Company has adopted a policy of recognizing these payments as revenue when received. |
Accrued Outsourcing Costs | Accrued Outsourcing Costs Substantial portions of our preclinical studies and clinical trials are performed by third-party laboratories, medical centers, contract research organizations and other vendors (collectively “CROs”). These CROs generally bill monthly or quarterly for services performed, or bill based upon milestones achieved. For clinical studies, expenses are accrued when services are performed. The Company monitors patient enrollment, the progress of clinical studies and related activities through internal reviews of data that is tracked by the CROs under contractual arrangements, correspondence with the CROs and visits to clinical sites. |
Research and Development Costs | Research and Development Costs Research and development costs are charged to operations as incurred and consist primarily of clinical trial costs, related party manufacturing costs, consulting costs, contract research and development costs, clinical site costs and compensation costs. |
Income Taxes | Income Taxes The Company evaluates its tax positions and estimates its current tax exposure along with assessing temporary differences that result from different book to tax treatment of items not currently deductible for tax purposes. These differences result in deferred tax assets and liabilities on the Company’s Consolidated Balance Sheets, which are estimated based upon the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates that will be in effect when these differences reverse. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the Company’s Consolidated Statements of Comprehensive Loss become deductible expenses under applicable income tax laws or loss or credit carryforwards are utilized. Accordingly, realization of the Company’s deferred tax assets is dependent on future taxable income against which these deductions, losses and credits can be utilized. The Company must assess the likelihood that the Company’s deferred tax assets will be recovered from future taxable income, and to the extent the Company believes that recovery is not more likely than not, the Company must establish a valuation allowance. Management judgment is required in determining the Company’s provision for income taxes, the Company’s deferred tax assets and liabilities and any valuation allowance recorded against the Company’s net deferred tax assets. Excluding foreign operations, the Company recorded a full valuation allowance at each balance sheet date presented because, based on the available evidence, the Company believes it is more likely than not that it will not be able to utilize all of its deferred tax assets in the future. The Company intends to maintain the full valuation allowance until sufficient evidence exists to support the reversal of the valuation allowance. |
Stock Based Compensation | Stock Based Compensation Effective January 1, 2019, the Company adopted ASU 2018-07, by which the accounting for share-based payments to non-employees and employees is substantially aligned. There was no cumulative effect of the adoption of this standard. Share-based compensation cost is recorded for all option grants and awards of non-vested stock based on the grant date fair value of the award using the Black-Scholes option-pricing model, and is recognized over the service period required for the award. Prior to January 1, 2019, share-based compensation cost for non-employees was remeasured at every reporting period. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term - The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term. Expected Volatility - The Company computes stock price volatility over expected terms based on its historical common stock trading prices. Risk-Free Interest Rate - The Company bases the risk-free interest rate on the implied yield available on U. S. Treasury zero-coupon issues with an equivalent remaining term. Expected Dividend - The Company has never declared or paid any cash dividends on its common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models. The Company recognizes forfeitures when they occur. |
Debt Extinguishment | Debt Extinguishment The Company accounts for the income or loss from extinguishment of debt by comparing the difference between the reacquisition price and the net carrying amount of the debt being extinguished and recognizes this as gain or loss when the debt is extinguished. The gain or loss from debt extinguishment is recorded in the consolidated statements of operations under “other income (expense)” as loss from extinguishment of convertible debt. |
Sequencing | Sequencing As of October 13, 2016, the Company adopted a sequencing policy whereby all financial instruments issued after adoption date will be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees, non-employees or directors and convertible preferred stock. |
Loss per Share | Loss per Share Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus dilutive potential common shares outstanding using the treasury stock method. Any potentially dilutive securities are anti-dilutive due to the Company’s net losses. For the years presented, there is no difference between the basic and diluted net loss per share. |
Recent Accounting Standards | Recent Accounting Standards Income Taxes In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. |
Adoption of Recent Accounting Standards | Adoption of Recent Accounting Standards Accounting for Certain Financial Instruments with Down Round Features In July 2017, the FASB has issued a two-part ASU No. 2017‑11, (i). Accounting for Certain Financial Instruments with Down Round Features and (ii) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception which simplifies the accounting for certain financial instruments with down round features, a provision in an equity-linked financial instrument (or embedded feature) that provides a downward adjustment of the current exercise price based on the price of future equity offerings. It is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company adopted this standard on its consolidated financial statements and disclosures as of January 1, 2019, and given its sequencing policy in effect as of October 13, 2016, the impact of this standard was not material. Improvements to Non-employee Share-Based Payment Accounting In June 2018, the FASB issued ASU 2018‑07 “Improvements to Nonemployee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company adopted this standard on its consolidated financial statements as of January 1, 2019, and the adoption did not have a material impact on its consolidated financial statements. 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) | 12 Months Ended |
Dec. 31, 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 December 31, 2019 and 2018 (in thousands): Fair value measured at December 31, 2019 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs December 31, 2019 (Level 1) (Level 2) (Level 3) Warrant liability $ 20,213 $ — $ — $ 20,213 Contingent payable derivative liability 7,261 — — 7,261 Total fair value $ 27,474 $ — $ — $ 27,474 Fair value measured at December 31, 2018 Quoted prices in active Significant 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 years ended December 31, 2019 and 2018. 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). Contingent Payable Embedded Warrant Derivative Conversion Liability 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 4,110 — — 4,110 Extinguishment of derivative liabilities — — (3) (3) Extinguishment of warrant liabilities related to warrants exercised for cash (1,759) — — (1,759) Change in fair value (12,133) 659 (354) (11,828) Balance - December 31, 2019 $ 20,213 $ 7,261 $ — $ 27,474 Embedded Share-settled Warrant Conversion Debt Liability Feature (in Default) Total Balance – January 1, 2018 40,171 2,608 3,308 46,087 Warrants granted 10,066 — — 10,066 Bifurcated embedded derivative liability — 351 351 Extinguishment of warrant liabilities related to warrants exercised for cash (2,492) — — (2,492) Conversion of share-settled debt — — (3,308) (3,308) Extinguishment of derivative liabilities related to repayment of debt — (2,049) — (2,049) Change in fair value (17,750) (553) (18,303) Balance – December 31, 2018 $ 29,995 $ 357 $ — $ 30,352 |
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 December 31, 2019 and 2018 is as follows: As of December 31, 2019 As of December 31, 2018 Warrant Contingent Payable Warrant Embedded Liability Derivative Liability Liability Conversion Feature Strike price $ 0.21 $ 0.21 * $ 0.29 $ 0.44 Contractual term (years) 1.4 1.0 2.2 1.5 Volatility (annual) 74 % 62 % 85 % 85 % Risk-free rate 2 % 2 % 3 % 3 % Dividend yield (per share) 0 % 0 % 0 % 0 % * contingent based on current stock price as of December 31, 2019 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of stock option activity | The following table summarizes stock option activity for the Company’s option plans during the years ended December 31, 2019 and 2018 (amount in thousands, except per share number): Weighted Average Remaining Weighted Average Contractual Life (in Number of Shares Exercise Price years) Total Intrinsic Value Outstanding as of January 1, 2018 12,656 $ 1.32 4.1 $ — Granted 100,090 0.23 9.3 — Forfeited/expired (12,587) 1.27 — — Outstanding as of December 31, 2018 100,159 0.24 9.3 — Granted 4,500 0.22 10.4 — Outstanding as of December 31, 2019 104,659 $ 0.24 8.4 $ — Options vested and exercisable 95,500 $ 0.24 8.3 $ — |
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 years ended December 31, 2019 and 2018: For the years ended December 31, 2019 2018 Exercise price $ 0.20 $ 0.23 Expected term (years) 5.6 5.2 Expected stock price volatility 86 % 96 % Risk-free rate of interest 1 % 3 % |
Summary of stock-based compensation expense | The following table summarizes stock-based compensation expense related to stock options for the years ended December 31, 2019 and 2018 (in thousands): For the years ended December 31, 2019 2018 Research and development $ 471 $ 1,777 General and administrative 1,350 12,509 Total stock-based compensation expense $ 1,821 $ 14,286 |
Options granted to Dr. Alton Boyton and Dr. Marnix Bosch | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of assumptions were used to compute the fair value of stock options granted | Exercise price $ 0.25 Expected term (years) 5.0 Expected stock price volatility 93 % Risk-free rate of interest 2 % |
Sale and Leaseback Transactio_2
Sale and Leaseback Transactions in the U.K. (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Sale and Leaseback Transactions in the U.K. | |
Schedule of calculation of the gain on sale | The following sets forth the calculation of the gain on sale as of the closing (in thousands): Cash consideration received, net of fees $ 45,595 Extinguishment of environmental liability 6,200 Land and buildings – carrying value (45,168) Accumulated depreciation costs written off 1,397 Deferred profit on sale-leaseback transaction* (4,748) Gain from sale of property in the United Kingdom $ 3,276 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment | |
Schedule of property and equipment | Property, plant and equipment consist of the following at December 31, 2019 and 2018 (in thousands): December 31, December 31, Estimated 2019 2018 Useful Life Leasehold improvements $ 186 $ 81 Lesser of lease term or estimated useful life Office furniture and equipment 59 25 3 years Computer equipment and software 611 599 3 years Land in the United Kingdom 90 86 NA 946 791 Less: accumulated depreciation (665) (683) Total property, plant and equipment, net $ 281 $ 108 Construction in progress $ 171 $ — |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Payable. | |
Schedule of outstanding debt | The following two tables summarize outstanding debt as of December 31, 2019 and 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 (67) 433 (67) Short term notes payable 8% unsecured (5) Various 8 % N/A 555 (43) 512 10% unsecured (6) Various 10 % N/A 3,551 (73) 3,478 12% unsecured (7) On Demand 12 % N/A 440 — 440 0% unsecured (8) 8/1/2020 0 % N/A 1,156 (85) 1,071 5,702 (201) 5,501 Short term notes payable - related parties 10% unsecured - Related Parties (9) On Demand 10 % N/A 66 — 66 66 — 66 Long term notes payable 8% unsecured (10) Various 8 % N/A 7,008 (420) 6,588 7,008 (420) 6,588 Ending balance as of December 31, 2019 $ 13,411 $ (688) $ 12,723 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 December 31, 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. The Note bore interest at a rate of 10% per annum and is convertible at a conversion price of $0.22 per share of common stock. The Note was due and payable on October 18, 2019. Upon issuance of the Note, the Holder received a 2‑year warrant to purchase 714,286 common shares of the Company at an exercise price of $0.35 per share (the “Warrants”). The fair value of the Warrants on the issuance date was approximately $57,000 using the Black-Scholes Model, which was recorded as a discount with a corresponding credit to warrant liabilities. On October 30, 2019, the Company entered into a Note Amendment Agreement (the “Amendment”) with the Holder with the following material adjustments. - Extended the Note maturity date by six months from October 18, 2019 to April 18, 2020; - Issued a new 2-year Warrant for up to 1,000,000 shares of the Company’s common stock at an exercise price of $0.25 per share valued at $100,000 on October 30, 2019. The Amendment was treated as an extinguishment for accounting purposes. The Company recorded approximately $56,000 loss on debt extinguishment. (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 year ended December 31, 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. (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 for up to nearly 1-1/2 years. The fair value of the warrants for the Convertible Notes was approximately $4.2 million, which was recorded as debt discount at the issuance date.This $4.2 million debt discount was expensed immediately for these demand Convertible Note warrants. During the year ended December 31, 2019, the Company repaid the $5.4 million principal and $0.8 million of interest. (5) During the year ended December 31, 2019, the Company converted approximately $5.2 million of principal and $0.4 million of accrued interest into approximately 26.5 million shares of the Company’s common stock at a fair value of $6.8 million. The Company recorded approximately $1.2 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 investors (the “Holders”) for an aggregate principal amount of $3.7 million. The Notes included approximately $0.2 million OID. The Notes bore interest at 10% per annum. Between October and November 2019, the Company entered into multiple Note Amendment Agreements (the “Amendments”) with the Holders with the following major adjustments: - Extended the Notes maturity date by four to six months; - Agreed to partially settle $0.6 million principal and accrued interest of the Notes in 2.8 million shares of common stock at $0.23 per share; - Issued new 2-year warrant for up to 5.5 million shares of the Company's common stock at an exercise price of $0.23 per share valued at $560,000 on the amendment date; - Extended the maturity date of 21.1 million existing warrants to June 19, 2021. The Amendment was treated as an extinguishment for accounting purposes. The Company recorded approximately $1.2 million loss on debt extinguishment. During the year ended December 31, 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 year ended December 31, 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. The Company also wrote off $29,000 of unamortized debt discount during the conversion, which was recognized as additional debt extinguishment loss. (7) This $440,000 note as of December 31, 2019 consists of two separate 12% demand notes in the amounts of $300,000 and $140,000. (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®-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 agreement, 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 at inception * (6,602) Gain from debt extinguishment $ 977 *see Note 4 for valuation details As of December 31, 2019,the Deferred Note had $1.2 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 year ended December 31, 2017, the Company made an aggregate principal payment of $1.2 million and an aggregate of $47,000 interest payment associated with these demand notes. During 2018, the Company made an aggregate principal payment of $0.4 million, leaving an outstanding principal balance of approximately $69,000 and approximately $73,000 accrued interest associated with the Goldman Notes as of December 31, 2018. During the year ended December 31, 2019, the Company paid $148,000 related to the Goldman Notes, including $79,000 of interest completing the payments on the outstanding Goldman Notes. 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 year ended December 31, 2017, the Company made an aggregate principal payment of approximately $0.8 million on the Toucan Notes. During the year ended December 31, 2018, the Company made an aggregate principal payment of approximately $0.4 million on the Toucan Notes. In addition, the Company also made a partial interest payment of $18,000.All principal was repaid as of December 31, 2018. There was approximately $46,000 remaining of unpaid interest as of December 31, 2018. During the year ended December 31, 2019, the Company paid interest totaling $46,000, to pay off the Notes. Board of Directors Notes In 2017, Jerry Jasinowski, Robert Farmer and Cofer Black, members of the Company’s Board of Directors, loaned the Company an aggregate amount of $300,000 pursuant to multiple Demand Promissory Notes (the “Notes”). The Notes bear interest at 10% per annum, and are payable upon demand, with 7 days’ prior written notice to the Company. On November 28, 2018, the Company made a partial payment of $40,000 to the Note held by Mr. Farmer. The Notes were fully paid back in January 2019. 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 December 31, 2019, the Note remains outstanding and unpaid. The principal and interest owed to Advent under this Note at December 31, 2019 was $66,000 and $8,000, respectively, based on the current exchange rate. (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. |
Schedule of total interest expenses related to outstanding notes and mortgage loan | The following table summarizes total interest expenses related to senior convertible notes, share-settled debt, other notes and mortgage loans for the years ended December 31, 2019 and 2018, respectively (in thousands): For the years ended December 31, 2019 2018 Interest expenses related to outstanding notes: Contractual interest $ 1,168 $ 1,648 Amortization on debt premium — (355) Amortization of debt discount 1,430 1,975 Total interest expenses related to outstanding notes 2,598 3,268 Interest expenses related to outstanding notes to related parties: Contractual interest 366 617 Amortization of debt discount — 4,235 Total interest expenses related to outstanding notes to related parties 366 4,852 Interest expenses related to mortgage loan: Contractual interest — 1,174 Amortization of debt issuance costs — 496 Total interest expenses on the mortgage loan — 1,670 Interest expenses related to Series A convertible preferred stock — 68 Other interest expenses 11 13 Total interest expense $ 2,975 $ 9,871 |
Schedule of the company's contractual obligations on debt principal | The following table summarizes the principal amounts of the Company’s debt obligations as of December 31, 2019 (amount in thousands): 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 555 555 — 10% unsecured 3,551 3,551 — 12% unsecured 440 440 — 0% unsecured 1,156 1,156 — Short term notes payable - related parties 10% unsecured - (on demand) 66 66 — Long term notes payable 8% unsecured 7,008 — 7,008 Total $ 13,411 $ 6,403 $ 7,008 |
Net Loss per Share Applicable_2
Net Loss per Share Applicable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Net Loss per Share Applicable to Common Stockholders | |
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 years ended December 31, 2019 2018 Common stock options 104,659 100,159 Common stock warrants 347,734 360,414 Contingently issuable warrants 11,739 11,739 Convertible notes and accrued interest 2,617 32,954 Potentially dilutive securities 466,749 505,266 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2019 and 2018 (amount in thousands) (some of which remain unpaid as noted in the second table below): For the years ended December 31, 2019 2018 Cognate BioServices, Inc. ( related party until February 2018) N/A $ 873 Cognate BioServices GmbH N/A 66 Cognate Israel N/A 168 Advent BioServices 5,218 6,258 Total $ 5,218 $ 7,365 |
Schedule of outstanding unpaid accounts payable held by related parties | These unpaid amounts are part of the expenses reported in the table above and also part of certain expenses incurred in prior periods. December 31, 2019 December 31, 2018 Advent BioServices $ 834 $ 3,967 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Deficit | |
Schedule of warrant activity | The following is a summary of warrant activity for the years ended December 31, 2019 and 2018 (dollars in thousands, except per share data): Number of Weighted Average Remaining Warrants Exercise Price Contractual Term Outstanding as of January 1, 2018 320,406 $ 0.50 2.62 Warrants granted 75,669 0.48 Warrants exercised for cash (10,936) 0.23 Warrants expired and cancellation (12,986) 1.33 Outstanding as of December 31, 2018 372,153 $ 0.29 1.97 Warrants granted 8,067 0.23 Warrants exercised for cash (9,532) 0.23 Warrants expired and cancellation (11,215) 0.62 Outstanding as of December 31, 2019 359,473 $ 0.27 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies. | |
Schedule of quantitative information about the company's operating leases | The following summarizes quantitative information about the Company’s operating leases: For the Year ended December 31, 2019 U.K U.S Total Lease cost Operating lease cost $ 607 $ 247 $ 854 Short-term lease cost 50 81 131 Variable lease cost — 15 15 Total $ 657 $ 343 $ 1,000 Other information Operating cash flows from operating leases $ — $ (244) $ (244) Weighted-average remaining lease term - operating leases 10.0 0.9 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 Year ended December 31, 2020 $ 679 $ 332 $ 1,011 Year ended December 31, 2021 659 84 743 Year ended December 31, 2022 659 — 659 Year ended December 31, 2023 659 — 659 Year ended December 31, 2024 659 — 659 Thereafter 9,209 — 9,209 Total 12,524 416 12,940 Less present value discount (7,600) (31) (7,631) Total lease liabilities $ 4,924 $ 385 $ 5,309 Operating lease liabilities, current portion included in the Consolidated Balance Sheet at December 31, 2019 $ 92 $ 303 $ 395 Operating lease liabilities, long-term portion included in the Consolidated Balance Sheet at December 31, 2020 $ 4,832 $ 82 $ 4,914 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities at December 31, 2019 and 2018 are comprised of the following (in thousands): As of December 31, 2019 As of December 31, 2018 Deferred tax asset Net operating loss carryforward $ 176,140 $ 170,087 Research and development credit carry forwards 16,983 16,377 Stock based compensation and other 14,565 14,216 Total deferred tax assets 207,688 200,680 Valuation Allowance (207,688) (200,680) Deferred tax asset, net of allowance $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows: (dollars in thousands) As of December 31, 2019 As of December 31, 2018 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 8.9 % 9.1 % Tax rate differential on foreign income (0.4) % (0.4) % Derivative gain or loss 12.2 % 10.7 % Expiration of net operating losses (7.9) % 0.0 % Other permanent items and true ups (2.3) % 0.5 % R&D Credit 3.0 % 2.7 % Change in rate 0.0 % 17.9 % Change in valuation allowance (34.5) % (61.5) % Income tax provision (benefit) 0.0 % 0.0 % |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | As of December 31, 2019 As of December 31, 2018 Federal Current $ — $ — Deferred (5,183) (10,688) State Current — — Deferred (1,421) (9,469) Foreign Current Deferred (404) (1,868) Change in valuation allowance 7,008 22,025 Income tax provision (benefit) $ — $ — |
Financial Condition, Going Co_2
Financial Condition, Going Concern and Management Plans (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Organization and Description of Business | ||
Net Cash Provided by (Used in) Operating Activities | $ (31,859) | $ (34,586) |
Net Income (Loss) Attributable to Parent | $ (20,296) | $ (35,794) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | Jan. 01, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Cumulative Effect on Retained Earnings, Net of Tax | $ 4,802,000 | ||
Operating Lease, Right-of-Use Asset | $ 4,300,000 | 4,679,000 | $ 0 |
Operating Lease, Liability | 4,300,000 | 5,309,000 | |
Cash, FDIC Insured Amount | 250,000 | ||
Accounting Standards Update 2016-02 [Member] | |||
Operating Lease, Right-of-Use Asset | 4,300,000 | ||
Operating Lease, Liability | 4,300,000 | ||
UNITED KINGDOM | |||
Operating Lease, Right-of-Use Asset | 4,700,000 | ||
Operating Lease, Liability | 4,924,000 | ||
UNITED KINGDOM | Accounting Standards Update 2016-02 [Member] | |||
Cumulative Effect on Retained Earnings, Net of Tax | $ 4,800,000 | $ 4,800,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 20,213 | $ 29,995 |
Contingent payable derivative liability | 7,261 | |
Embedded conversion feature | 357 | |
Total fair value | 27,474 | 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 conversion feature | 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 conversion feature | 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 | 20,213 | 29,995 |
Contingent payable derivative liability | 7,261 | |
Embedded conversion feature | 357 | |
Total fair value | $ 27,474 | $ 30,352 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Level 3 liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance | $ 30,352 | $ 46,087 |
Additional contingent liability in connection with a settlement agreement | 6,602 | |
Additional warrant liability | 4,110 | |
Extinguishment of derivative liabilities | (3) | |
Warrants granted | 10,066 | |
Bifurcated embedded derivative liability | 351 | |
Extinguishment of warrant liabilities related to warrants exercised for cash | (1,759) | (2,492) |
Conversion of share-settled debt | (3,308) | |
Extinguishment of derivative liabilities related to repayment of debt | (2,049) | |
Change in fair value | (11,828) | (18,303) |
Balance | 27,474 | 30,352 |
Share-settled Debt (in Default) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance | 0 | 3,308 |
Warrants granted | 0 | |
Bifurcated embedded derivative liability | ||
Extinguishment of warrant liabilities related to warrants exercised for cash | 0 | |
Conversion of share-settled debt | (3,308) | |
Extinguishment of derivative liabilities related to repayment of debt | 0 | |
Change in fair value | ||
Balance | 0 | |
Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance | 29,995 | 40,171 |
Additional contingent liability in connection with a settlement agreement | 0 | |
Additional warrant liability | 4,110 | |
Extinguishment of derivative liabilities | 0 | |
Warrants granted | 10,066 | |
Bifurcated embedded derivative liability | 0 | |
Extinguishment of warrant liabilities related to warrants exercised for cash | (1,759) | (2,492) |
Conversion of share-settled debt | 0 | |
Extinguishment of derivative liabilities related to repayment of debt | 0 | |
Change in fair value | (12,133) | (17,750) |
Balance | 20,213 | 29,995 |
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 | 659 | |
Balance | 7,261 | 0 |
Embedded Conversion Feature [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance | 357 | 2,608 |
Additional contingent liability in connection with a settlement agreement | 0 | |
Additional warrant liability | 0 | |
Extinguishment of derivative liabilities | (3) | |
Warrants granted | 0 | |
Bifurcated embedded derivative liability | 351 | |
Extinguishment of warrant liabilities related to warrants exercised for cash | 0 | 0 |
Conversion of share-settled debt | 0 | |
Extinguishment of derivative liabilities related to repayment of debt | (2,049) | |
Change in fair value | (354) | (553) |
Balance | $ 0 | $ 357 |
Fair Value Measurements - Weigh
Fair Value Measurements - Weighted average (in aggregate) significant unobservable inputs (Details) - Fair Value, Inputs, Level 3 [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | $ 0.21 | $ 0.29 |
Contractual term (years) | 1 year 4 months 24 days | 2 years 2 months 12 days |
Volatility (annual) | 74.00% | 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 | $ 0.21 | |
Contractual term (years) | 1 year | |
Volatility (annual) | 62.00% | |
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 | Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Stock-based Compensation | |||
Number of Shares, Outstanding | 100,159 | 12,656 | |
Number of Shares, Granted | 4,500 | 100,090 | |
Number of Shares, Forfeited/expired | (12,587) | ||
Number of Shares, Outstanding | 12,656 | 104,659 | 100,159 |
Number of Options, Options vested and exercisable | 95,500 | ||
Weighted Average Exercise Price, Outstanding | $ 0.24 | $ 1.32 | |
Weighted Average Exercise Price, Granted | 0.22 | 0.23 | |
Weighted Average Exercise Price, Forfeited/expired | 1.27 | ||
Weighted Average Exercise Price, Outstanding | $ 1.32 | 0.24 | $ 0.24 |
Weighted Average Exercise Price, Options vested and exercisable | $ 0.24 | ||
Weighted Average Remaining Contractual Life (in years), Outstanding | 4 years 1 month 6 days | 8 years 4 months 24 days | 9 years 3 months 18 days |
Weighted Average Remaining Contractual Life (in years), Granted | 10 years 4 months 24 days | 9 years 3 months 18 days | |
Weighted Average Remaining Contractual Life (in years), Options vested and exercisable | 8 years 3 months 18 days | ||
Total Intrinsic Value, Outstanding | $ 0 | $ 0 | |
Total Intrinsic Value, Granted | 0 | 0 | |
Total Intrinsic Value, Outstanding | $ 0 | 0 | $ 0 |
Total Intrinsic Value, Options vested and exercisable | $ 0 |
Stock-based Compensation - Assu
Stock-based Compensation - Assumptions (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Exercise price | $ 0.20 | $ 0.23 | |
Expected term (years) | 5 years 7 months 6 days | 5 years 2 months 12 days | |
Expected stock price volatility | 86.00% | 96.00% | |
Risk-free rate of interest | 1.00% | 3.00% | |
Options granted to Dr. Alton Boyton and Dr. Marnix Bosch | |||
Exercise price | $ 0.25 | ||
Expected term (years) | 5 years | ||
Expected stock price volatility | 93.00% | ||
Risk-free rate of interest | 2.00% |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of stock-based compensation expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total stock-based compensation expense | $ 1,821 | $ 14,286 |
Research and development | ||
Total stock-based compensation expense | 471 | 1,777 |
General and administrative | ||
Total stock-based compensation expense | $ 1,350 | $ 12,509 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions | Nov. 18, 2018 | Jun. 13, 2017 | Nov. 18, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 657,000 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 741,000 | ||||
Vesting period | 4 years | ||||
Additional stock options agreed to be issued | 2 | ||||
Share Based Compensation Arrangement By Share Based Payment Award Options Vested | 50.00% | ||||
Share Based Compensation Arrangement By Share Based Payment Award Options Expected To Vest | 50.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 3.1 | 3.1 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | 10 years | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.25 | $ 0.25 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Estimated Grants in Period | shares | 4.5 | ||||
Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.21 | ||||
Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.22 | ||||
January Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | the Board approved extension of the exercise period for options that were granted to Dr. Alton Boyton and Dr. Marnix Bosch on June 13, 2017, from 5 years to 10 years | ||||
Modification of Incremental Cost | $ 300,000 | ||||
Vesting on pro rata monthly basis | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock options vested | 3.3 | ||||
Vesting period | 36 months | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 36 months | ||||
Vesting based on performance condition | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock options vested | 1.2 |
Sale and Leaseback Transactio_3
Sale and Leaseback Transactions in the U.K. (Details) $ in Thousands | Dec. 14, 2018USD ($) |
Cash consideration received, net of fees | $ 45,595 |
Extinguishment of environmental liability | 6,200 |
Accumulated depreciation costs written off | 1,397 |
Deferred profit on sale-leaseback transaction | (4,748) |
Gain from sale of property in the United Kingdom | 3,276 |
Land and Building [Member] | |
Land and buildings - carrying value | $ (45,168) |
Sale and Leaseback Transactio_4
Sale and Leaseback Transactions in the U.K. - Additional Information (Details) - USD ($) $ in Thousands | Jan. 01, 2019 | Dec. 14, 2018 | Dec. 14, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Sale And Leaseback Transaction, Gross Proceeds, Investing Activities | $ 47,200 | ||||
Sale Leaseback Transaction, Description of Asset(s) | the retention of the Company's ownership of 17 acres of the property, and the lease-back of the 87,000 square foot manufacturing facility | ||||
Proceeds from Sale of Property Held-for-sale | $ 8,000 | ||||
Gain on Sale of Property | $ 3,300 | $ 3,300 | |||
Sale Leaseback Transaction, Deferred Gain, Gross | $ 4,748 | ||||
Sale Lease back Transaction Lease Term | 20 years | ||||
Sale Lease Back Renewal Option Term | 20 years | ||||
Cumulative Effect on Retained Earnings, Net of Tax | $ 4,802 | ||||
UNITED KINGDOM | Accounting Standards Update 2016-02 [Member] | |||||
Cumulative Effect on Retained Earnings, Net of Tax | $ 4,800 | $ 4,800 |
Property & Equipment (Details)
Property & Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total property, plant and equipment, net | $ 281 | $ 108 |
Construction in progress | 171 | 0 |
Domestic [Member] | ||
Property, Plant and Equipment, Gross | 946 | 791 |
Less: accumulated depreciation | (665) | (683) |
Total property, plant and equipment, net | $ 281 | 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 | $ 186 | 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 | $ 59 | 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 | $ 611 | 599 |
Land [Member] | UNITED KINGDOM | ||
Property, Plant and Equipment, Gross | $ 90 | $ 86 |
Property & Equipment - Addition
Property & Equipment - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment | ||
Depreciation | $ 21,000 | $ 1,300,000 |
Payments to Acquire Property, Plant, and Equipment | $ 171,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2019 | Dec. 31, 2018 | Nov. 07, 2018 | Oct. 18, 2018 | Apr. 30, 2018 | |
Debt Instrument, Stated Interest Rate | 10.00% | ||||
Debt Instrument, Face Value | $ 13,411,000 | $ 17,435,000 | $ 3,700,000 | ||
Debt Instrument, Remaining Debt Discount | (688,000) | (995,000) | $ (200,000) | ||
Debt Instrument, Remaining Debt Premium | 27,000 | ||||
Debt Instrument, Fair Value of Embedded Conversion Option | 357,000 | ||||
Debt Instrument, Carrying Value | 12,723,000 | 16,797,000 | |||
Short-term Debt [Member] | |||||
Debt Instrument, Face Value | 635,000 | 1,549,000 | |||
Debt Instrument, Remaining Debt Discount | (67,000) | (43,000) | |||
Debt Instrument, Fair Value of Embedded Conversion Option | 357,000 | ||||
Debt Instrument, Carrying Value | $ 568,000 | $ 1,863,000 | |||
Short-term Debt [Member] | 6% Unsecurble [Member] | |||||
Debt Instrument, Maturity Date, Description | Due | Due | |||
Debt Instrument, Stated Interest Rate | 6.00% | 6.00% | |||
Debt Instrument, Conversion Price | $ 3.09 | $ 3.09 | |||
Debt Instrument, Face Value | $ 135,000 | $ 135,000 | |||
Debt Instrument, Remaining Debt Discount | 0 | ||||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | ||||
Debt Instrument, Carrying Value | $ 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% | 10.00% | ||
Debt Instrument, Conversion Price | $ 0.22 | $ 0.22 | $ 0.22 | ||
Debt Instrument, Face Value | $ 500,000 | $ 500,000 | $ 500,000 | ||
Debt Instrument, Remaining Debt Discount | (67,000) | (43,000) | |||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | ||||
Debt Instrument, Carrying Value | 433,000 | $ 457,000 | |||
Short-term Debt [Member] | 18% unsecured [Member] | |||||
Debt Instrument, Maturity Date, Description | In Default | ||||
Debt Instrument, Stated Interest Rate | 18.00% | ||||
Debt Instrument, Conversion Price | $ 0.21 | ||||
Debt Instrument, Face Value | $ 914,000 | ||||
Debt Instrument, Fair Value of Embedded Conversion Option | 357,000 | ||||
Debt Instrument, Carrying Value | 1,271,000 | ||||
Short Term Notes Payable [Member] | |||||
Debt Instrument, Face Value | 5,702,000 | 7,938,000 | |||
Debt Instrument, Remaining Debt Discount | (201,000) | (783,000) | |||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | ||||
Debt Instrument, Carrying Value | $ 5,501,000 | $ 7,155,000 | |||
Short Term Notes Payable [Member] | 8% unsecured [Member] | |||||
Debt Instrument, Maturity Date, Description | Various | 6/20/2019 and 12/12/2019 | |||
Debt Instrument, Stated Interest Rate | 8.00% | 8.00% | |||
Debt Instrument, Face Value | $ 555,000 | $ 3,840,000 | |||
Debt Instrument, Remaining Debt Discount | (43,000) | (383,000) | |||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | ||||
Debt Instrument, Carrying Value | $ 512,000 | $ 3,457,000 | |||
Short Term Notes Payable [Member] | 10% unsecured [Member] | |||||
Debt Instrument, Maturity Date, Description | Various | Various | |||
Debt Instrument, Stated Interest Rate | 10.00% | 10.00% | |||
Debt Instrument, Face Value | $ 3,551,000 | $ 3,658,000 | |||
Debt Instrument, Remaining Debt Discount | (73,000) | (400,000) | |||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | ||||
Debt Instrument, Carrying Value | $ 3,478,000 | $ 3,258,000 | |||
Short Term Notes Payable [Member] | 12% unsecured [Member] | |||||
Debt Instrument, Maturity Date, Description | On Demand | On Demand | |||
Debt Instrument, Stated Interest Rate | 12.00% | 12.00% | |||
Debt Instrument, Face Value | $ 440,000 | $ 440,000 | |||
Debt Instrument, Remaining Debt Discount | 0 | ||||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | ||||
Debt Instrument, Carrying Value | $ 440,000 | 440,000 | |||
Short Term Notes Payable [Member] | 0% unsecured [Member] | |||||
Debt Instrument, Maturity Date, Description | 8/1/2020 | ||||
Debt Instrument, Face Value | $ 1,156,000 | ||||
Debt Instrument, Remaining Debt Discount | (85,000) | ||||
Debt Instrument, Carrying Value | 1,071,000 | ||||
Short Term Notes Payable Related Parties [Member] | |||||
Debt Instrument, Face Value | 66,000 | 393,000 | |||
Debt Instrument, Remaining Debt Discount | 0 | ||||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | ||||
Debt Instrument, Carrying Value | $ 66,000 | $ 393,000 | |||
Short Term Notes Payable Related Parties [Member] | 10% unsecured [Member] | |||||
Debt Instrument, Maturity Date, Description | On Demand | On Demand | |||
Debt Instrument, Stated Interest Rate | 10.00% | 10.00% | |||
Debt Instrument, Face Value | $ 66,000 | $ 324,000 | |||
Debt Instrument, Remaining Debt Discount | 0 | ||||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | ||||
Debt Instrument, Carrying Value | 66,000 | $ 324,000 | |||
Short Term Notes Payable Related Parties [Member] | 12% unsecured [Member] | |||||
Debt Instrument, Maturity Date, Description | On Demand | ||||
Debt Instrument, Stated Interest Rate | 12.00% | ||||
Debt Instrument, Face Value | $ 69,000 | ||||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | ||||
Debt Instrument, Carrying Value | 69,000 | ||||
Long Term Notes Payable [Member] | |||||
Debt Instrument, Face Value | 7,008,000 | 2,155,000 | |||
Debt Instrument, Remaining Debt Discount | (420,000) | (169,000) | |||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | ||||
Debt Instrument, Carrying Value | $ 6,588,000 | $ 1,986,000 | |||
Long Term Notes Payable [Member] | 8% unsecured [Member] | |||||
Debt Instrument, Maturity Date, Description | Various | 2/13/2020 | |||
Debt Instrument, Stated Interest Rate | 8.00% | 8.00% | |||
Debt Instrument, Face Value | $ 7,008,000 | $ 1,155,000 | |||
Debt Instrument, Remaining Debt Discount | (420,000) | (119,000) | |||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | ||||
Debt Instrument, Carrying Value | $ 6,588,000 | $ 1,036,000 | |||
Long Term Notes Payable [Member] | 5% unsecured [Member] | |||||
Debt Instrument, Maturity Date, Description | 1/13/2020 | ||||
Debt Instrument, Stated Interest Rate | 10.00% | ||||
Debt Instrument, Face Value | $ 1,000,000 | ||||
Debt Instrument, Remaining Debt Discount | (50,000) | ||||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | ||||
Debt Instrument, Carrying Value | $ 950,000 | ||||
Short term convertible notes payable - related party [Member] | 10% unsecured [Member] | |||||
Debt Instrument, Maturity Date, Description | On Demand | ||||
Debt Instrument, Stated Interest Rate | 10.00% | ||||
Debt Instrument, Conversion Price | $ 0.23 | ||||
Debt Instrument, Face Value | $ 5,400,000 | $ 5,400,000 | |||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | ||||
Debt Instrument, Carrying Value | $ 5,400,000 |
Notes Payable - Gain from Debt
Notes Payable - Gain from Debt Extinguishment (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 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) | [1] |
Gain from debt extinguishment | $ 977 | |
[1] | *see Note 4 for valuation details |
Notes Payable - Mortgage Loan (
Notes Payable - Mortgage Loan (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Amortization of Debt Discount | $ 1,430,000 | $ 6,706,000 |
Amortization of Debt Discount (Premium) | 29,000 | |
Interest Expense, Debt | 2,975,000 | 9,871,000 |
Other interest expenses | 11,000 | 13,000 |
Total interest expense | 2,975,000 | 9,871,000 |
Short Term Notes Payable Related Parties [Member] | ||
Contractual interest | 366,000 | 617,000 |
Amortization of Debt Discount (Premium) | 0 | 4,235,000 |
Interest Expense, Debt | 366,000 | 4,852,000 |
Secured Debt [Member] | ||
Contractual interest | 0 | 1,174,000 |
Amortization of debt discount | 0 | 496,000 |
Interest Expense, Debt | 0 | 1,670,000 |
Notes Payable, Other Payables [Member] | ||
Contractual interest | 1,168,000 | 1,648,000 |
Amortization on debt premium | 0 | (355,000) |
Amortization of debt discount | 1,430,000 | 1,975,000 |
Interest and Debt Expense | 2,598,000 | 3,268,000 |
Series A | ||
Interest Expense, Debt | $ 0 | $ 68,000 |
Notes Payable - summary of the
Notes Payable - summary of the company's contractual obligations on debt principal (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 07, 2018 |
Debt Instrument, Face Amount | $ 13,411 | $ 17,435 | $ 3,700 |
Short Term Convertible Note [Member] | 10% unsecured [Member] | |||
Debt Instrument, Face Amount | 500 | ||
Short Term Convertible Note [Member] | 6% unsecured [Member] | |||
Debt Instrument, Face Amount | 135 | ||
Short Term Notes Payable [Member] | |||
Debt Instrument, Face Amount | 5,702 | 7,938 | |
Short Term Notes Payable [Member] | 10% unsecured [Member] | |||
Debt Instrument, Face Amount | 3,551 | 3,658 | |
Short Term Notes Payable [Member] | 8% unsecured [Member] | |||
Debt Instrument, Face Amount | 555 | 3,840 | |
Short Term Notes Payable [Member] | 12% unsecured [Member] | |||
Debt Instrument, Face Amount | 440 | 440 | |
Short Term Notes Payable [Member] | 0% unsecured [Member] | |||
Debt Instrument, Face Amount | 1,156 | ||
Short Term Notes Payable Related Parties [Member] | |||
Debt Instrument, Face Amount | 66 | 393 | |
Short Term Notes Payable Related Parties [Member] | 10% unsecured [Member] | |||
Debt Instrument, Face Amount | 66 | 324 | |
Short Term Notes Payable Related Parties [Member] | 12% unsecured [Member] | |||
Debt Instrument, Face Amount | 69 | ||
Long Term Notes Payable [Member] | |||
Debt Instrument, Face Amount | 7,008 | 2,155 | |
Long Term Notes Payable [Member] | 8% unsecured [Member] | |||
Debt Instrument, Face Amount | 7,008 | $ 1,155 | |
Less than 1 Year [Member] | Short Term Convertible Note [Member] | 10% unsecured [Member] | |||
Debt Instrument, Face Amount | 500 | ||
Less than 1 Year [Member] | Short Term Convertible Note [Member] | 6% unsecured [Member] | |||
Debt Instrument, Face Amount | 135 | ||
Less than 1 Year [Member] | Short Term Notes Payable [Member] | 10% unsecured [Member] | |||
Debt Instrument, Face Amount | 3,551 | ||
Less than 1 Year [Member] | Short Term Notes Payable [Member] | 8% unsecured [Member] | |||
Debt Instrument, Face Amount | 555 | ||
Less than 1 Year [Member] | Short Term Notes Payable [Member] | 12% unsecured [Member] | |||
Debt Instrument, Face Amount | 440 | ||
Less than 1 Year [Member] | Short Term Notes Payable [Member] | 0% unsecured [Member] | |||
Debt Instrument, Face Amount | 1,156 | ||
Less than 1 Year [Member] | Short Term Notes Payable Related Parties [Member] | 10% unsecured [Member] | |||
Debt Instrument, Face Amount | 66 | ||
Less than 1 Year [Member] | Long Term Notes Payable [Member] | 8% unsecured [Member] | |||
Debt Instrument, Face Amount | 0 | ||
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 | $ 7,008 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) | Oct. 30, 2019 | Oct. 18, 2018 | May 02, 2018 | Apr. 30, 2018 | Jan. 03, 2018 | Dec. 29, 2017 | Nov. 30, 2019 | Mar. 31, 2020 | Apr. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Feb. 29, 2020 | Nov. 28, 2018 | Nov. 07, 2018 | Sep. 26, 2018 | May 29, 2018 |
Debt Conversion, Converted Instrument, Amount | $ 300,000 | |||||||||||||||
Debt Instrument, Face Amount | 13,411,000 | $ 17,435,000 | $ 3,700,000 | |||||||||||||
Debt Instrument, Unamortized Discount | 688,000 | 995,000 | $ 200,000 | |||||||||||||
Notes Payable | 135,000 | 135,000 | ||||||||||||||
Legal Fees | 3,742,000 | 4,504,000 | ||||||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ 357,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||
Extinguishment of Debt, Amount | $ 20,000 | |||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,200,000 | |||||||||||||||
Debt Instrument, Term | 7 days | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 5,500,000 | |||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 4,200,000 | $ 560,000 | $ 47,000 | |||||||||||||
Number of existing warrants | 21,100,000 | |||||||||||||||
Principal amount repaid | $ 420,000 | |||||||||||||||
Interest amount repaid | 43,000 | |||||||||||||||
Premium on prepayment option | 27,000 | |||||||||||||||
Debt Instrument, Increase (Decrease), Other, Net | $ 30,000 | |||||||||||||||
Interest Expense, Debt | 2,975,000 | 9,871,000 | ||||||||||||||
Due to Related Parties | 69,000 | 73,000,000,000 | ||||||||||||||
Repayments of Related Party Debt | 329,000 | 823,000 | ||||||||||||||
Interest Payable | 8,000 | |||||||||||||||
Short-term Debt | $ 65,000 | |||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | 175,000 | |||||||||||||||
Loss (gain) from extinguishment of debt | 1,941,000 | (85,000) | ||||||||||||||
Amortization of Debt Discount (Premium) | 29,000 | |||||||||||||||
Short-term Debt [Member] | ||||||||||||||||
Debt Instrument, Face Amount | 635,000 | 1,549,000 | ||||||||||||||
Debt Instrument, Unamortized Discount | 67,000 | 43,000 | ||||||||||||||
Short Term Notes Payable [Member] | ||||||||||||||||
Debt Instrument, Face Amount | 5,702,000 | 7,938,000 | ||||||||||||||
Debt Instrument, Unamortized Discount | 201,000 | 783,000 | ||||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||||
Notes Payable | $ 40,000 | |||||||||||||||
Secured Debt [Member] | ||||||||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | 900,000 | |||||||||||||||
Interest Expense, Debt | 0 | 1,670,000 | ||||||||||||||
Toucan Notes [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 1,200,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 800,000 | |||||||||||||||
Debt Instrument, Term | 7 days | |||||||||||||||
Interest Expense, Debt | 18,000 | |||||||||||||||
Repayments of Related Party Debt | 400,000 | |||||||||||||||
Interest Payable | 46,000 | |||||||||||||||
Board Of Directors Notes [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | |||||||||||||||
Advent Bio Services Notes [Member] | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||
Short-term Debt | $ 65,000 | |||||||||||||||
Cognate Bio Services Notes [Member] | ||||||||||||||||
Accounts Payable, Related Parties | $ 10,000,000 | |||||||||||||||
Deferred Accounts Payable | $ 1,100,000 | |||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,400,000 | |||||||||||||||
Interest Expense, Debt | 4,200,000 | |||||||||||||||
Loss (gain) from extinguishment of debt | $ 1,200,000 | |||||||||||||||
8% notes 1 [Member] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,300,000 | |||||||||||||||
10% unsecured [Member] | ||||||||||||||||
Interest Expense, Debt | $ 0.23 | |||||||||||||||
10% unsecured [Member] | Short-term Debt [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | 500,000 | 500,000 | |||||||||||||
Debt Instrument, Unamortized Discount | $ 67,000 | $ 43,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 10.00% | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.22 | $ 0.22 | $ 0.22 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 | $ 0.35 | ||||||||||||||
Fair Value Adjustment of Warrants | $ 57,000 | |||||||||||||||
Maturity extension term | 6 months | |||||||||||||||
Warrants and Rights Outstanding, Term | 2 years | 2 years | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,000,000 | 714,286 | ||||||||||||||
Fair value of warrants | $ 100,000 | |||||||||||||||
Loss (gain) from extinguishment of debt | $ 56,000 | |||||||||||||||
10% unsecured [Member] | Short term convertible notes payable - related party [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 5,400,000 | $ 5,400,000 | $ 5,400,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.23 | |||||||||||||||
Convertible Notes, demand period | 15 days | |||||||||||||||
Convertible Notes, remained unpaid and outstanding period | P1.5Y | |||||||||||||||
Interest amount repaid | $ 800,000 | |||||||||||||||
Interest Payable | 5,400,000 | |||||||||||||||
10% unsecured [Member] | Short Term Notes Payable [Member] | ||||||||||||||||
Debt Instrument, Face Amount | 3,551,000 | $ 3,658,000 | ||||||||||||||
Debt Instrument, Unamortized Discount | $ 73,000 | $ 400,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||||||||||||
12% unsecured [Member] | ||||||||||||||||
Interest Expense, Debt | $ 300,000 | $ 140,000 | ||||||||||||||
12% unsecured [Member] | Short Term Notes Payable [Member] | ||||||||||||||||
Debt Instrument, Face Amount | 440,000 | $ 440,000 | ||||||||||||||
Debt Instrument, Unamortized Discount | $ 0 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||||||||||||||
18% unsecured [Member] | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price Description | equal to 90% of the average of the 5 lowest daily VWAP of the Company's common stock during the 15 consecutive trading days immediately preceding the conversion date | |||||||||||||||
18% unsecured [Member] | Short-term Debt [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 914,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.21 | |||||||||||||||
18% unsecured [Member] | Secured Debt [Member] | ||||||||||||||||
Extinguishment of Debt, Amount | $ 400,000 | |||||||||||||||
Debt Instrument, Periodic Payment, Interest | 1,400,000 | |||||||||||||||
Interest Expense, Debt | 4,900,000 | |||||||||||||||
Contingent Note Payable | Cognate Bio Services Notes [Member] | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||||||||||||||
Deferred Accounts Payable | $ 10,000,000 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,700,000 | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 11,400,000 | |||||||||||||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.35 | |||||||||||||||
Minimum | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.22 | |||||||||||||||
Maturity extension term | 4 months | |||||||||||||||
Maximum | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.26 | |||||||||||||||
Maturity extension term | 6 months | |||||||||||||||
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] | ||||||||||||||||
Repayments of Debt | $ 1,200,000 | |||||||||||||||
Promissory Note [Member] | ||||||||||||||||
Derivative Liability | 440,000 | |||||||||||||||
Note Due In 2011 [Member] | ||||||||||||||||
Notes Payable | $ 110,000 | 25,000 | ||||||||||||||
Notes [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 44,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | |||||||||||||||
Goldman Note [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 1,300,000 | |||||||||||||||
Repayments of Debt | 400,000 | |||||||||||||||
Convertible Notes, remained unpaid and outstanding period | $79,000 | |||||||||||||||
Interest Expense, Debt | $ 46,000 | |||||||||||||||
Due to Related Parties | 148,000 | |||||||||||||||
Six Percentage Note Payable One [Member] | ||||||||||||||||
Notes Payable | 110,000 | $ 25,000 | ||||||||||||||
8% Convertible Note [Member] | ||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 5,200,000 | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 26,500,000 | |||||||||||||||
Debt Conversion, Original Debt, Amount | $ 6,800,000 | |||||||||||||||
Debt Instrument, Increase, Accrued Interest | 400,000 | |||||||||||||||
Extinguishment of Debt, Amount | $ 1,200,000 | |||||||||||||||
Unsecured Convertible Note [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.23 | |||||||||||||||
Debt Conversion, Original Debt, Amount | $ 600,000 | |||||||||||||||
Debt Instrument, Term | 2 years | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,800,000 | |||||||||||||||
Revaluation of Liabilities [Member] | Secured Debt [Member] | ||||||||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ 100,000 |
Net Loss per Share Applicable_3
Net Loss per Share Applicable to Common Stockholders (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 466,749 | 505,266 |
Common stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 104,659 | 100,159 |
Common stock warrants - liability treatment [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 347,734 | 360,414 |
Warrant | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 11,739 | 11,739 |
Convertible notes and accrued interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 2,617 | 32,954 |
Related Party Transactions - Su
Related Party Transactions - Summary of outstanding unpaid accounts payable held by related parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction, Expenses from Transactions with Related Party | $ 5,218 | $ 7,365 |
Cognate BioServices Inc [Member] | ||
Related Party Transaction, Expenses from Transactions with Related Party | 0 | 873 |
Cognate BioServices GmbH [Member] | ||
Related Party Transaction, Expenses from Transactions with Related Party | 0 | 66 |
Cognate Israel [Member] | ||
Related Party Transaction, Expenses from Transactions with Related Party | 0 | 168 |
Advent BioServices [Member] | ||
Related Party Transaction, Expenses from Transactions with Related Party | 5,218 | 6,258 |
Accounts Payable, Related Parties | $ 834 | $ 3,967 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) € in Millions | Nov. 08, 2019 | May 14, 2018EUR (€) | May 14, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 26, 2018USD ($) | Apr. 30, 2018USD ($) |
Related Party Transaction [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 5,400,000 | ||||||
Amortization of Debt Discount (Premium) | 29,000 | ||||||
Interest Payable | 8,000 | ||||||
Short-term Debt | $ 65,000 | ||||||
Interest Expense, Debt | 2,975,000 | $ 9,871,000 | |||||
Class D 1 Warrant [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amortization of Debt Discount (Premium) | 800,000 | ||||||
Advent BioServices Agreement [Member] | Cognate BioServices Inc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related Party Transaction, Amounts of Transaction | € 0.7 | $ 1,000,000 | |||||
Ancillary Services Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Term (in months) | 8 months | ||||||
Advent Bio Services Notes [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||
Short-term Debt | $ 66,000 | ||||||
Interest Expense, Debt | $ 400,000 | $ 4,900,000 | |||||
Executive Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Convertible Notes Payable, Noncurrent | $ 5,400,000 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stockholders' Deficit | |||
Number of Warrants, Outstanding | 372,153 | 320,406 | |
Number of Warrants, Warrants granted | 8,067 | 75,669 | |
Weighted Average Exercise Price - Warrants granted | $ 0.23 | $ 0.48 | |
Number of Warrants, Warrants exercised for cash | (9,532) | (10,936) | |
Number of Warrants, Warrants expired and cancellation | (11,215) | (12,986) | |
Number of Warrants, Outstanding | 359,473 | 372,153 | 320,406 |
Weighted Average Exercise Price - Outstanding | $ 0.29 | $ 0.50 | |
Weighted Average Exercise Price - Warrants exercised for cash | $ 0.23 | $ 0.23 | |
Weighted Average Exercise Price, Warrants expired and cancellation | 0.62% | 1.33% | |
Weighted Average Exercise Price - Outstanding | $ 0.27 | $ 0.29 | $ 0.50 |
Remaining Contractual Term | 1 year 5 months 1 day | 1 year 11 months 19 days | 2 years 7 months 13 days |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details - USD ($) | May 28, 2019 | Jun. 22, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 07, 2018 | Apr. 27, 2018 | Dec. 31, 2017 |
Shareholders Deficit [Line Items] | |||||||
Proceeds from Warrant Exercises | $ 2,220,000 | $ 2,575,000 | |||||
Debt Conversion, Converted Instrument, Amount | 300,000 | ||||||
Gain (Loss) on Extinguishment of Debt | $ (1,941,000) | $ 85,000 | |||||
Shares Issued During Period Shares, Upon Exercise Of warrants | 9,500,000 | 10,900,000 | |||||
Class of Warrant or Right, Outstanding | 359,473 | 372,153 | 320,406 | ||||
Common Stock, Shares Authorized | 1,200,000,000 | 1,200,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Stock Issued During Period, Value, Conversion of Units | $ 2,200,000 | $ 2,600,000 | |||||
Research and Development Expense | 13,590,000 | 18,154,000 | |||||
Debt Instrument, Face Amount | 13,411,000 | 17,435,000 | $ 3,700,000 | ||||
Warrants Not Settleable in Cash, Fair Value Disclosure | 5,400,000 | ||||||
Proceeds from Issuance of Private Placement | 0 | 23,000 | |||||
Value of Warrants Exercised For Cash | 2,220,000 | $ 2,575,000 | |||||
Interest Payable | 8,000 | ||||||
Proceeds from Issuance Initial Public Offering | 6,900,000 | ||||||
Payments for Repurchase of Initial Public Offering | $ 300,000 | ||||||
Common Stock, Shares, Issued | 614,300,000 | 523,200,000 | |||||
Common Stock Shares Issued Upon Existing Loan Conversion | 1,300,000 | ||||||
Issuance Of Common Shares In Settlement Agreement (in shares) | 12,000,000 | ||||||
Share Settlement Agreement [Member] | |||||||
Shareholders Deficit [Line Items] | |||||||
Issuance Of Common Shares In Settlement Agreement (in shares) | 52,000,000 | ||||||
Convertible Preferred Stock [Member] | |||||||
Shareholders Deficit [Line Items] | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 35,500,000 | 32,400,000 | |||||
Gain (Loss) on Extinguishment of Debt | $ 1,700,000 | $ 1,600,000 | |||||
Debt Instrument, Fair Value Disclosure | 6,800,000 | 6,100,000 | |||||
Debt Instrument, Increase, Accrued Interest | 700,000 | $ 400,000 | |||||
Share-settled debt and accrued interest, at fair value [Member] | |||||||
Shareholders Deficit [Line Items] | |||||||
Stock Issued During Period, Shares, Other | 14,200,000 | ||||||
Registered Direct Offering [Member] | |||||||
Shareholders Deficit [Line Items] | |||||||
Proceeds from Issuance of Common Stock | $ 1,000,000 | ||||||
Stock Issued During Period, Shares, New Issues | 4,000,000 | ||||||
Shares Issued, Price Per Share | $ 0.25 | ||||||
Interest Payable | $ 306,000,000 | ||||||
Common Stock, Shares, Issued | 32,700,000 | ||||||
Registered Direct Offering [Member] | Class D3 Warrants [Member] | |||||||
Shareholders Deficit [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,000,000 | ||||||
Common Stock | |||||||
Shareholders Deficit [Line Items] | |||||||
Debt Conversion, Converted Instrument, Amount | $ 9,200,000 | $ 8,100,000 | |||||
Stock Issued During Period, Shares, Other | 32,708 | 4,000,000 | |||||
Value of Warrants Exercised For Cash | $ 10,000 | $ 11,000 | |||||
Issuance Of Common Shares In Settlement Agreement (in shares) | 12,000 | ||||||
Fair Value Adjustment of Warrants | $ 2,500,000 | ||||||
Additional Paid-in Capital | |||||||
Shareholders Deficit [Line Items] | |||||||
Value of Warrants Exercised For Cash | $ 2,210,000 | $ 2,564,000 | |||||
Minimum | |||||||
Shareholders Deficit [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.22 | ||||||
Common Stock, Shares Authorized | 450,000,000 | ||||||
Preferred Stock, Shares Authorized | 40,000,000 | ||||||
Sale of Stock, Price Per Share | $ 0.19 | ||||||
Sale of Stock, Price Per Share | 0.19 | ||||||
Maximum | |||||||
Shareholders Deficit [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.26 | ||||||
Common Stock, Shares Authorized | 1,200,000,000 | ||||||
Preferred Stock, Shares Authorized | 100,000,000 | ||||||
Sale of Stock, Price Per Share | 0.23 | ||||||
Sale of Stock, Price Per Share | $ 0.23 |
Variable Interest Entities (Det
Variable Interest Entities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Advent [Member] | ||
Variable Interest Entity [Line Items] | ||
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 5 | $ 6 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Lease cost | |
Operating lease cost | $ 854 |
Short-term lease cost | 131 |
Variable lease cost | 15 |
Total | 1,000 |
Other information | |
Operating cash flows from operating leases | $ (244) |
Weighted-average discount rate - operating leases | 0.00% |
UNITED STATES | |
Lease cost | |
Operating lease cost | $ 247 |
Short-term lease cost | 81 |
Variable lease cost | 15 |
Total | 343 |
Other information | |
Operating cash flows from operating leases | $ (244) |
Weighted-average remaining lease term - operating leases | 10 months 24 days |
Weighted-average discount rate - operating leases | 12.00% |
UNITED KINGDOM | |
Lease cost | |
Operating lease cost | $ 607 |
Short-term lease cost | 50 |
Variable lease cost | 0 |
Total | 657 |
Other information | |
Operating cash flows from operating leases | $ 0 |
Weighted-average remaining lease term - operating leases | 10 years |
Weighted-average discount rate - operating leases | 12.00% |
Commitments and Contingencies -
Commitments and Contingencies - maturities of our operating leases (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Mar. 04, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Commitments And Contingencies [Line Items] | ||||
Year ended December 31, 2020 | $ 1,011 | |||
Year ended December 31, 2021 | 743 | |||
Year ended December 31, 2022 | 659 | |||
Year ended December 31, 2023 | 659 | |||
Year ended December 31, 2024 | 659 | |||
Thereafter | 9,209 | |||
Total | 12,940 | |||
Less present value discount | (7,631) | |||
Total lease liabilities | 5,309 | $ 4,300 | ||
Operating lease liabilities, current portion included in the Consolidated Balance Sheet at December 31, 2019 | 395 | $ 0 | ||
Operating lease liabilities, long-term portion included in the Consolidated Balance Sheet at December 31, 2020 | 4,914 | $ 0 | ||
UNITED STATES | ||||
Commitments And Contingencies [Line Items] | ||||
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 | 416 | |||
Less present value discount | (31) | |||
Total lease liabilities | 385 | $ 600 | ||
Operating lease liabilities, current portion included in the Consolidated Balance Sheet at December 31, 2019 | 303 | |||
Operating lease liabilities, long-term portion included in the Consolidated Balance Sheet at December 31, 2020 | 82 | |||
UNITED KINGDOM | ||||
Commitments And Contingencies [Line Items] | ||||
Year ended December 31, 2020 | 679 | |||
Year ended December 31, 2021 | 659 | |||
Year ended December 31, 2022 | 659 | |||
Year ended December 31, 2023 | 659 | |||
Year ended December 31, 2024 | 659 | |||
Thereafter | 9,209 | |||
Total | 12,524 | |||
Less present value discount | (7,600) | |||
Total lease liabilities | 4,924 | |||
Operating lease liabilities, current portion included in the Consolidated Balance Sheet at December 31, 2019 | 92 | |||
Operating lease liabilities, long-term portion included in the Consolidated Balance Sheet at December 31, 2020 | $ 4,832 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Informations (Details) - USD ($) | May 14, 2018 | Dec. 31, 2019 | Mar. 04, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Litigation Settlement, Expense | $ 250,000 | ||||
Operating Lease, Right-of-Use Asset | 4,679,000 | $ 4,300,000 | $ 0 | ||
Operating Lease, Liability | $ 5,309,000 | $ 4,300,000 | |||
Lease, Practical Expedient, Lessor Single Lease Component [true false] | true | ||||
Lessee, Operating Lease, Term of Contract | 20 years | ||||
Advent BioSerivices [Member] | |||||
Program Initiation Payment | $ 1,000,000 | ||||
UNITED KINGDOM | |||||
Operating Lease, Right-of-Use Asset | $ 4,700,000 | ||||
Operating Lease, Liability | 4,924,000 | ||||
UNITED STATES | |||||
Operating Lease, Right-of-Use Asset | $ 600,000 | ||||
Operating Lease, Liability | $ 385,000 | $ 600,000 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax asset | ||
Net operating loss carryforward | $ 176,140 | $ 170,087 |
Research and development credit carry forwards | 16,983 | 16,377 |
Stock based compensation and other | 14,565 | 14,216 |
Total deferred tax assets | 207,688 | 200,680 |
Valuation Allowance | (207,688) | (200,680) |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
Income Taxes - Reconcilation of
Income Taxes - Reconcilation of U.S. Federal Statutory Tax Expense (Benefit) (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 8.90% | 9.10% |
Tax rate differential on foreign income | (0.40%) | (0.40%) |
Derivative gain or loss | 12.20% | 10.70% |
Expiration of net operating losses | (7.90%) | (0.00%) |
Other permanent items and true ups | (2.30%) | 0.50% |
R&D Credit | 3.00% | 2.70% |
Change in rate | 0.00% | 17.90% |
Change in valuation allowance | (34.50%) | (61.50%) |
Income tax provision (benefit) | 0.00% | 0.00% |
Income Taxes - Summary of Tax P
Income Taxes - Summary of Tax Provision Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Federal | ||
Current | $ 0 | $ 0 |
Deferred | (5,183) | (10,688) |
State | ||
Current | 0 | 0 |
Deferred | (1,421) | (9,469) |
Foreign | ||
Current | ||
Deferred | (404) | (1,868) |
Change in valuation allowance | 7,008 | 22,025 |
Income tax provision (benefit) | $ 0 | $ 0 |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) | Dec. 31, 2019USD ($) |
Income Taxes [Line Items] | |
Operating Loss Carryforwards | $ 620,100,000 |
Deferred Tax Assets Tax Credit Carry Forward Unused Research And Development | 554,500,000 |
Deferred Tax Assets, Tax Credit Carryforwards, Research | 17,000,000 |
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | 31,100,000 |
UNITED KINGDOM | |
Income Taxes [Line Items] | |
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | 15,600,000 |
Germany | |
Income Taxes [Line Items] | |
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | 15,200,000 |
Netherland | |
Income Taxes [Line Items] | |
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | 253,000 |
Foreign Tax Authority [Member] | |
Income Taxes [Line Items] | |
Operating Loss Carryforwards | $ 65,600,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 2 Months Ended | 3 Months Ended | 12 Months Ended | |
Feb. 29, 2020 | Feb. 29, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Subsequent Event [Line Items] | |||||
Debt Conversion, Converted Instrument, Amount | $ 0.3 | ||||
Common Stock | |||||
Subsequent Event [Line Items] | |||||
Debt Conversion, Converted Instrument, Amount | $ 9.2 | $ 8.1 | |||
Stock Issued During Period, Shares, Other | 32,708 | 4,000,000 | |||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from Issuance of Common Stock | $ 6 | ||||
Debt Conversion, Converted Instrument, Amount | $ 1.7 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 11,400,000 | ||||
Subsequent Event [Member] | Common Stock | |||||
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 34,000,000 | ||||
Stock Issued During Period, Shares, Other | 11,400,000 | ||||
Subsequent Event [Member] | Warrant | |||||
Subsequent Event [Line Items] | |||||
Issuance of warrants | 8,500,000 | ||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Annual Principal Payment | $ 1 | $ 1 | |||
Debt Instrument, Interest Rate During Period | 10.00% | ||||
Warrants To Purchase Common Stock Shares | 1,400,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.35 | $ 0.35 | |||
Subsequent Event [Member] | Senior Vice President, General Counsel [Member] | |||||
Subsequent Event [Line Items] | |||||
Advance payment | $ 0.2 |