Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Jun. 12, 2020 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | NORTHWEST BIOTHERAPEUTICS INC | |
Entity Central Index Key | 0001072379 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Trading Symbol | NWBO | |
Entity Common Stock, Shares Outstanding | 710,282,469 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 764 | $ 372 |
Prepaid expenses and other current assets | 2,844 | 2,828 |
Total current assets | 3,608 | 3,200 |
Non-current assets: | ||
Property, plant and equipment, net | 317 | 281 |
Construction in progress | 171 | 171 |
Right-of-use asset, net | 4,334 | 4,679 |
Other assets | 753 | 798 |
Total non-current assets | 5,575 | 5,929 |
TOTAL ASSETS | 9,183 | 9,129 |
Current liabilities: | ||
Accounts payable and accrued expenses | 7,173 | 6,348 |
Accounts payable and accrued expenses to related parties and affiliates | 823 | 842 |
Convertible notes, net | 1,563 | 568 |
Convertible notes to related party, net | 252 | 0 |
Notes payable, net | 10,501 | 5,501 |
Notes payable to related party | 0 | 66 |
Contingent payable derivative liability | 6,679 | 7,261 |
Warrant liability | 12,106 | 20,213 |
Shares payable | 178 | 0 |
Lease liabilities | 384 | 395 |
Total current liabilities | 39,659 | 41,194 |
Non-current liabilities: | ||
Note payable, net of current portion, net | 0 | 6,588 |
Lease liabilities, net of current portion | 4,516 | 4,914 |
Total non-current liabilities | 4,516 | 11,502 |
Total liabilities | 44,175 | 52,696 |
COMMITMENTS AND CONTINGENCIES (Note 11) | ||
Stockholders' deficit: | ||
Preferred stock ($0.001 par value); 100,000,000 shares authorized as of March 31, 2020 and December 31, 2019, respectively | 0 | 0 |
Common stock ($0.001 par value); 1,200,000,000 shares authorized; 662.1 million and 614.3 million shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively | 662 | 614 |
Additional paid-in capital | 799,660 | 794,900 |
Stock subscription receivable | (10) | (10) |
Accumulated deficit | (837,181) | (839,907) |
Accumulated other comprehensive income | 1,877 | 836 |
Total stockholders' deficit | (34,992) | (43,567) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 9,183 | $ 9,129 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
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 |
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 | 662,100,000 | 614,300,000 |
Common stock, shares outstanding | 662,100,000 | 614,300,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenues: | ||
Research and other | $ 570 | $ 339 |
Total revenues | 570 | 339 |
Operating costs and expenses: | ||
Research and development | 3,757 | 3,004 |
General and administrative | 4,171 | 3,562 |
Legal expenses | 375 | 1,539 |
Total operating costs and expenses | 8,303 | 8,105 |
Loss from operations | (7,733) | (7,766) |
Other income (expense): | ||
Change in fair value of derivative liabilities | 12,927 | (12,021) |
Loss from extinguishment of debt | (715) | (788) |
Interest expense | (625) | (756) |
Foreign currency transaction gain (loss) | (1,128) | 385 |
Total other income (expense) | 10,459 | (13,180) |
Net income (loss) | 2,726 | (20,946) |
Net loss applicable to common stockholders | 2,726 | (20,946) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustment | 1,041 | 56 |
Total comprehensive income (loss) | $ 3,767 | $ (20,890) |
Net earnings (loss) per share applicable to common stockholders Basic | $ 0 | $ (0.04) |
Net earnings (loss) per share applicable to common stockholders Diluted | $ 0 | $ (0.04) |
Weighted average shares used in computing basic earnings (loss) per share | 640,390 | 529,133 |
Weighted average shares used in computing diluted earnings (loss) per share | 648,858 | 529,133 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common Stock | Additional Paid-in Capital | Subscription Receivable | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total |
Balance at Dec. 31, 2018 | $ 523 | $ 775,741 | $ (10) | $ (824,413) | $ 1,000 | $ (47,159) |
Balance (in shares) at Dec. 31, 2018 | 523,232 | |||||
Warrants exercised for cash | $ 3 | 685 | 0 | 0 | 0 | 688 |
Warrants exercised for cash (in shares) | 2,986 | |||||
Reclassification of warrant liabilities related to warrants exercised for cash | $ 0 | 509 | 0 | 0 | 0 | 509 |
Issuance of common stock and warrants for conversion of debt and accrued interest | $ 11 | 2,990 | 0 | 0 | 0 | 3,001 |
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares) | 10,873 | |||||
Stock-based compensation | $ 0 | 553 | 0 | 0 | 0 | 553 |
Stock-based compensation (in shares) | 0 | |||||
Cumulative effect of adopting new accounting standard | $ 0 | 0 | 0 | 4,802 | 0 | 4,802 |
Net income (loss) | 0 | 0 | 0 | (20,946) | 0 | (20,946) |
Cumulative translation adjustment | 0 | 0 | 0 | 0 | 56 | 56 |
Balance at Mar. 31, 2019 | $ 537 | 780,478 | (10) | (840,557) | 1,056 | (58,496) |
Balance (in shares) at Mar. 31, 2019 | 537,091 | |||||
Balance at Dec. 31, 2019 | $ 614 | 794,900 | (10) | (839,907) | 836 | (43,567) |
Balance (in shares) at Dec. 31, 2019 | 614,292 | |||||
Issuance of common stock and warrants for cash in a registered direct offering | $ 34 | 2,011 | 0 | 0 | 0 | 2,045 |
Issuance of common stock and warrants for cash in a registered direct offering (in shares) | 34,466 | |||||
Reclassification of warrant liabilities related to warrants exercised for cash | 0 | |||||
Issuance of common stock and warrants for conversion of debt and accrued interest | $ 13 | 2,386 | 0 | 0 | 0 | 2,399 |
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares) | 12,417 | |||||
Stock-based compensation | $ 1 | 363 | 0 | 0 | 0 | 364 |
Stock-based compensation (in shares) | 973 | |||||
Net income (loss) | $ 0 | 0 | 0 | 2,726 | 0 | 2,726 |
Cumulative translation adjustment | 0 | 0 | 0 | 0 | 1,041 | 1,041 |
Balance at Mar. 31, 2020 | $ 662 | $ 799,660 | $ (10) | $ (837,181) | $ 1,877 | $ (34,992) |
Balance (in shares) at Mar. 31, 2020 | 662,148 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Derivative Liability, Current | $ 12,106 |
Direct Offering [Member] | |
Derivative Liability, Current | 3,600 |
Payments of Stock Issuance Costs | $ 400 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ 2,726 | $ (20,946) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization | 14 | 2 |
Amortization of debt discount | 343 | 296 |
Change in fair value of derivatives | (12,927) | 12,021 |
Loss from extinguishment of debt | 715 | 788 |
Amortization of operating lease right-of-use asset | 80 | 26 |
Stock-based compensation for services | 364 | 553 |
Subtotal of non-cash charges | (11,411) | 13,686 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (78) | (705) |
Other non-current assets | 0 | 9 |
Accounts payable and accrued expenses | 1,208 | (65) |
Related party accounts payable and accrued expenses | (19) | (1,859) |
Lease liabilities | 35 | 129 |
Net cash used in operating activities | (7,539) | (9,751) |
Cash Flows from Investing Activities: | ||
Additional cost of leasehold improvement related to UK construction | 0 | (164) |
Purchase of equipment | (62) | 0 |
Net cash used in investing activities | (62) | (164) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock and warrants in a registered direct offering, net | 5,671 | 0 |
Proceeds from exercise of warrants | 0 | 688 |
Proceeds from issuance of notes payable, net | 0 | 4,000 |
Proceeds from issuance of convertible notes payable, net | 1,000 | 0 |
Proceeds from issuance of convertible notes payable to related party | 240 | 0 |
Proceeds from investor advance | 178 | 0 |
Repayment of notes payable | 0 | (420) |
Repayment of notes payable to related parties | (64) | (329) |
Net cash provided by financing activities | 7,025 | 3,939 |
Effect of exchange rate changes on cash and cash equivalents | 968 | 40 |
Netincrease (decrease) in cash and cash equivalents | 392 | (5,936) |
Cash and cash equivalents, beginning of the year | 372 | 22,224 |
Cash and cash equivalents, end of the year | 764 | 16,288 |
Supplemental disclosure of cash flow information | ||
Reclassification of warrant liabilities related to warrants exercised for cash | 0 | 509 |
Issuance of common stock and warrants for conversion of debt and accrued interest | 1,789 | 2,213 |
Offering cost related to warrant liability | 2,606 | 0 |
Issuance of warrants in conjunction with convertible note payable | 79 | 0 |
Issuance of warrants in conjunction with convertible note payable to related party | 0 | 0 |
Convertible Notes Payable [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest payments | 0 | (43) |
Related Party [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest payments | (9) | (131) |
Supplemental disclosure of cash flow information | ||
Issuance of warrants in connection with debt modification | $ 315 | $ 0 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2020 | |
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 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 | 3 Months Ended |
Mar. 31, 2020 | |
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. 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 does not expect to generate material revenue in the near future from the sale of 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 annual 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 condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the outcome of this uncertainty. The COVID-19 situation, and related restrictions and lockdowns, have adversely affected the Company’s programs and may continue to adversely affect them. However, despite these difficulties, the Company believes that it is still substantially on track with the milestone timelines announced at the Annual Meeting. Examples of effects of the COVID-19 situation include the following: the process for completion of the final data collection from trial sites for the Phase 3 trial has been materially slowed by the inability to perform in-person monitoring visits by the contract research organization by very limited availability of investigators and staff at trial sites (many of whom have been reassigned to treating COVID-19 patients), and substantially longer timeframes for Institutional Review Board or Ethics Committee meetings and regulatory processes for matters other than COVID-19. The Company has been unable to undertake compassionate use cases during part of March and during Q2, due to lockdowns, travel restrictions and hospitals focusing most of their personnel and resources on COVID-19 patients. In addition, manufacturing of DCVax products is impeded by personnel being under lockdown, and the buildout of the Sawston facility has been delayed by the construction sector shutdown and restrictions. The Company anticipates that such effects of the COVID-19 situation may continue for an extended period of time. However, the Company is exploring possible ways of mitigating these effects, such as employing double shifts for some of the Sawston facility buildout. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of March 31, 2020, condensed consolidated statements of operations and comprehensive loss, condensed consolidated statement of stockholders’ equity (deficit), and the condensed consolidated statements of cash flows for the three months ended March 31, 2020 and 2019 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three months ended March 31, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020 or for any future interim period. The condensed consolidated balance sheet at March 31, 2020 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019 and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on March 16, 2020. Use of Estimates In preparing condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include valuing equity securities in share-based payment arrangements, estimating the fair value of financial instruments recorded as derivative liabilities, useful lives of depreciable assets and whether impairment charges may apply. Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2019 Annual Report. Recent Accounting Standards Not Yet Adopted 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 condensed consolidated financial statements and related disclosures |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | 4. Fair Value Measurements In accordance with ASC 820 (Fair Value Measurements and Disclosures), the Company uses various inputs to measure the outstanding warrants and certain embedded conversion feature associated with convertible debt on a recurring basis to determine the fair value of the liability. ASC 820 also establishes a hierarchy categorizing inputs into three levels used to measure and disclose fair value. The hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to unobservable inputs. An explanation of each level in the hierarchy is described below: Level 1 - Unadjusted quoted prices in active markets for identical instruments that are accessible by the Company on the measurement date Level 2 - Quoted prices in markets that are not active or inputs which are either directly or indirectly observable Level 3 - Unobservable inputs for the instrument requiring the development of assumptions by the Company The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2020 and December 31, 2019 (in thousands): Fair value measured at March 31, 2020 Quoted prices Significant in active other Significant Fair value at markets observable inputs unobservable inputs March 31, 2020 (Level 1) (Level 2) (Level 3) Warrant liability $ 12,106 $ — $ — $ 12,106 Embedded conversion option 12 — — 12 Contingent payable derivative liability 6,679 — — 6,679 Total fair value $ 18,797 $ — $ — $ 18,797 Fair value measured at December 31, 2019 Quoted prices Significant in active 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 There were no transfers between Level 1, 2 or 3 during the three-month period ended March 31, 2020. The following table presents changes in Level 3 liabilities measured at fair value for the three-month period ended March 31, 2020. 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). Warrant Embedded Contingent Payable Liability Conversion Option Derivative Liability Total Balance – January 1, 2020 $ 20,213 $ — $ 7,261 $ 27,474 Additional warrant liability 4,239 — — 4,239 Additional embedded conversion option — 11 — 11 Change in fair value (12,346) 1 (582) (12,927) Balance – March 31, 2020 $ 12,106 $ 12 $ 6,679 $ 18,797 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 March 31, 2020 and December 31, 2019 is as follows: As of March 31, 2020 Warrant Embedded Contingent Payable Liability Conversion Option Derivative Liability Strike price $ 0.26 $ 0.25 $ 0.16 * Remaining contractual term (years) 1.3 5.0 1.5 Volatility (annual) 81 % 95 % 73 % Risk-free rate 0 % 0 % 0 % Dividend yield (per share) 0 % 0 % 0 % As of December 31 2019 Warrant Contingent Payable Liability Derivative Liability Strike price $ 0.21 $ 0.21 * Remaining contractual term (years) 1.4 1.0 Volatility (annual) 74 % 62 % Risk-free rate 2 % 2 % Dividend yield (per share) 0 % 0 % * contingent payable derivative liability based on stock price as of March 31, 2020 and December 31, 2019 |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Stock-based Compensation | |
Stock-based Compensation | 5. Stock-based Compensation During the three months ended March 31, 2020, the Company issued approximately 1.0 million shares of its common stock to a third-party consultant performing media and investor relations services. The Company recorded approximately $0.2 million of stock-based compensation expense based on the fair value on the grant date. The following table summarizes stock option activity for the Company’s option plans during the three months ended March 31, 2020 (amount in thousands, except per share number): Weighted Average Remaining Weighted Average Contractual Life Total Intrinsic Number of Shares Exercise Price (in years) Value Outstanding as of January 1, 2020 104,659 $ 0.24 8.4 $ — Forfeited/expired (1,250) 0.21 — — Outstanding as of March 31, 2020 103,409 $ 0.24 8.1 $ — Options vested and exercisable 99,167 $ 0.24 8.1 $ — The following table summarizes stock-based compensation expense related to stock options for the three months ended March 31, 2020 and 2019 (in thousands): For the three months ended March 31, 2020 2019 Research and development $ (23) $ 104 General and administrative (1) 387 449 Total stock-based compensation expense $ 364 $ 553 (1) The general and administrative expense during the three months ended March 31, 2020 and 2019 is related to the applicable vesting portion of stock options awards made in the past to directors and employees. The total unrecognized compensation cost was approximately $0.3 million as of March 31, 2020, and will be recognized over the next 2.8 years. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment | |
Property & Equipment | 6. Property & Equipment Property and equipment consist of the following at March 31, 2020 and December 31, 2019 (in thousands): March 31, December 31, Estimated 2020 2019 Useful Life Leasehold improvements $ 230 $ 186 Lesser of lease term or estimated useful life Office furniture and equipment 63 59 3 years Computer equipment and software 610 611 3 years Land in the United Kingdom 84 90 NA 987 946 Less: accumulated depreciation (670) (665) Total property, plant and equipment, net $ 317 $ 281 Construction in progress $ $ Depreciation expenses were approximately $14,000 and $2,000 for the three months ended March 31, 2020 and 2019. |
Outstanding Debt
Outstanding Debt | 3 Months Ended |
Mar. 31, 2020 | |
Outstanding Debt | |
Outstanding Debt | 7. Outstanding Debt The following two tables summarize outstanding debt as of March 31, 2020 and December 31, 2019, respectively (amount in thousands): Stated Embedded Interest Conversion Remaining Conversion Carrying Maturity Date Rate Price Face Value Debt Discount Option Value Short term convertible notes payable 6% unsecured (1) Due 6 % $ 3.09 $ 135 $ — $ — $ 135 10% unsecured (2) Various 10 % $ 0.21 1,500 (72) — 1,428 1,635 (72) — 1,563 Short term convertible notes payable - related parties 10% unsecured - Related Parties (3) On Demand 10 % N/A 240 — 12 252 240 — 12 252 Short term notes payable 8% unsecured (4) Various 8 % N/A 6,146 (357) — 5,789 10% unsecured (5) Various 10 % N/A 3,551 (386) — 3,165 12% unsecured (6) On Demand 12 % N/A 440 — — 440 0% unsecured (7) 8/1/2020 0 % N/A 1,156 (49) — 1,107 11,293 (792) — 10,501 Ending balance as of March 31, 2020 $ 13,168 $ (864) $ 12 $ 12,316 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) 433 635 (67) 568 Short term notes payable 8% unsecured (4) Various 8 % N/A 555 (43) 512 10% unsecured (5) Various 10 % N/A 3,551 (73) 3,478 12% unsecured (6) On Demand 12 % N/A 440 — 440 0% unsecured (7) 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 (8) On Demand 10 % N/A 66 — 66 66 — 66 Long term notes payable 8% unsecured (4) 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 (1) This $135,000 note as of March 31, 2020 and December 31, 2019 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) In 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 $0.21 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. The fair value of the warrants was approximately $79,000 on the grant date. (3) On February 13, 2020, the Company’s Senior Vice President, General Counsel, Leslie Goldman, loaned the Company $240,000, and the Company entered into a convertible note agreement for this amount (the “Goldman Note”). The Goldman Note bears interest rate at 10% per annum, and is repayable upon 15 days' notice from the holder. The principal and interest of the Goldman Note is convertible at $0.25 per share. Additionally, the Company agreed to issue 0.5 million warrants (the “Warrants”) in conjunction with the Goldman Note. The Goldman Note also contains 50% warrants coverage upon conversion. The warrants have five-year term and have an exercise price of $0.25. The fair value of the Warrants was approximately $48,000, which were recorded as debt discount at the issuance date. Additionally, the Goldman Note contains embedded conversion options, that were determined to require bifurcation. The fair value of the conversion option was approximately $11,000 on the issuance date, which was recorded as additional debt discount. The Company recorded $59,000 interest expenses as amortization of this debt discount immediately as the term is on demand. (4) During the three months ended March 31, 2020, the Company converted approximately $1.4 million of principal and $0.4 million of accrued interest into approximately 12.4 million shares of the Company’s common stock at a fair value of $2.4 million. The Company recorded approximately $0.6 million in debt extinguishment loss from this conversion . (5) The approximate $3.6 million as of March 31, 2020 and December 31, 2019 consists of various promissory notes that were issued between October 1, 2018 and November 7, 2018. On March 30, 2020, the Company entered into a Note Extension Agreement (the “Agreement”) with multiple holders with the following major adjustments: - - The amended promissory note Agreements total were approximately $3.0 million. Approximately $2.0 million in notes were treated as a debt modification and the remaining $1.0 million note was treated as a debt extinguishment for accounting purposes. The Company recorded approximately $0.1 million loss on debt extinguishment. (6) The $440,000 balance as of March 31, 2020 and December 31, 2019 consists of two separate 12% demand notes in the amounts of $300,000 and $140,000. (7) On May 28, 2019, the Company issued a deferred note to a third-party vendor pursuant to a settlement agreement resolving past matters and providing for the restart of DCVax®-Direct Production. As of March 31, 2020, the deferred note had $1.2 million principal outstanding. (8) On September 26, 2018, Advent BioServices (“Advent”), a related party of the Company, provided a short-term loan in the amount of $65,000. The loan bears interest at 10% per annum, and is payable upon demand, with 7 days’ prior written notice to the Company. During the three months ended March 31, 2020, the Company made full repayment to Advent, including all outstanding interest. The following table summarizes total interest expenses related to outstanding notes for the three months ended March 31, 2020 and 2019, respectively (in thousands): For the three months ended March 31, 2020 2019 Interest expenses related to outstanding notes: Contractual interest $ 275 $ 268 Amortization of debt discount 284 296 Total interest expenses related to outstanding notes 559 564 Interest expenses related to outstanding notes to related parties: Contractual interest 4 191 Amortization of debt discount 59 — Total interest expenses related to outstanding notes to related parties 63 191 Other interest expenses 3 1 Total interest expense $ 625 $ 756 |
Net Earnings (Loss) per Share A
Net Earnings (Loss) per Share Applicable to Common Stockholders | 3 Months Ended |
Mar. 31, 2020 | |
Net Earnings (Loss) per Share Applicable to Common Stockholders | |
Net Earnings (Loss) per Share Applicable to Common Stockholders | 8. Net Earnings (Loss) per Share Applicable to Common Stockholders Basic earnings (loss) per common share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per common share is computed similar to basic earnings (loss) per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. Diluted weighted average common shares include common stock potentially issuable under the Company's convertible notes, warrants and vested and unvested stock options. The following table sets forth the computation of earnings (loss) per share (amounts in thousands except per share data): For the three months ended March 31, 2020 2019 Net earnings (loss) - basic $ 2,726 $ (20,946) Interest on convertible notes 173 — Net earnings (loss) - diluted $ 2,899 $ (20,946) Weighted average shares outstanding - basic 640,390 529,133 Convertible notes and accrued interest 8,468 — Weighted average shares outstanding - diluted 648,858 529,133 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 three months ended March 31, 2020 2019 Common stock options 103,409 100,159 Common stock warrants 365,706 357,428 Contingently issuable warrants 11,739 11,739 Convertible notes and accrued interest — 29,516 Potentially dilutive securities 480,854 498,842 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions | |
Related Party Transactions | 9. Related Party Transactions Advent BioServices Agreement The Company has a Manufacturing Services Agreement with Advent BioServices for manufacture of DCVax-L products at an existing facility in London, as previously reported. The Company also has an Ancillary Services Agreement with Advent, which establishes a structure under which Advent will submit Statements of Work (“SOWs”) for activities related to the development of the Sawston facility and the compassionate use activities in the UK, as previously reported. 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 three months ended March 31, 2020 and 2019 (amount in thousands) (some of which remain unpaid as noted in the second table below): For the three months ended March 31, 2020 2019 Advent BioServices $ 1,324 $ 1,450 The following table summarizes outstanding unpaid accounts payable held by related parties as of March 31, 2020 and December 31, 2019 (amount in thousands). These unpaid amounts include part of the expenses reported in the table above and also certain expenses incurred in prior periods. March 31, December 31, 2020 2019 Advent BioServices $ 820 $ 834 Related Parties Loans 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. During the three months ended March 31, 2020, the Company made full repayment of $73,000 to Advent, including all outstanding interest. Leslie Goldman - Demand Loan During the three months ended March 31, 2020, the Company's Senior Vice President, General Counsel, Leslie Goldman, loaned the Company $240,000 pursuant to a convertible note. The note bears interest rate at 10% per annum and fifty percent warrant coverage, and is repayable upon 15 days' notice from the holder. The note is convertible, in whole or in part, into stock together with warrants. This note is still outstanding as of March 31, 2020. The following table summarizes total interest expenses related to outstanding notes to related parties for the three months ended March 31, 2020 and 2019, respectively (in thousands): For the three months ended March 31, 2020 2019 Interest expenses related to outstanding notes to related parties: Contractual interest $ 4 $ 191 Amortization of debt discount 59 — Total interest expense $ 63 $ 191 |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Deficit | |
Stockholders' Deficit | 10. Stockholders’ Deficit Common Stock Registered Direct Offering During the three months ended March 31, 2020, the Company issued an aggregate of 34.5 million shares of its common stock in a registered direct offering (the “Offering”). The net proceeds from the Offering were approximately $5.7 million, after deducting offering costs of $0.4 million paid by the Company. In connection with the Offering, the Company also issued approximately 8.5 million 2-year term warrants with an exercise price of $0.25 per share to the investors and approximately 0.8 million 2-year term warrants with an exercise price between $0.17 and $0.21 per share to placement agent in this direct offering. The fair value of these new issued warrants was approximately $1.0 million. Additionally, the Company agreed to extend by twelve months the maturity date of certain existing warrants already held by some of those investors. The Company recorded an incremental change of approximately $2.5 million on the fair value of warrants due to the modifications, which was recorded as part of offering cost during the three months ended March 31, 2020. Debt Conversion During the three months ended March 31, 2020, the Company converted approximately $1.8 million outstanding debt and interest into 12.4 million shares of common stock. Stock Purchase Warrants The following is a summary of warrant activity for the three months ended March 31, 2020 (dollars in thousands, except per share data): Number of Weighted Average Remaining Warrants Exercise Price Contractual Term Outstanding as of January 1, 2020 359,473 $ 0.27 Warrants granted 20,965 0.23 Warrants expired and cancellation (2,993) — Outstanding as of March 31, 2020 377,445 $ 0.26 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 11. Commitments and Contingencies Operating Lease The Company adopted ASC Topic 842 - Leases as of January 1, 2019, using the transition method 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. 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 right-of-use (“ROU”) assets 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 March 31, 2020, the Company had operating lease liabilities of approximately $4.9 million for both the 20-year lease of the building for the manufacturing facility in Sawston, U.K., and the current office lease in the U.S. ROU assets of approximately $4.3 million for the Sawston lease and US office lease were included in the consolidated balance sheet. The following summarizes quantitative information about the Company’s operating leases: For the Three Months ended March 31, 2020 U.K U.S Total Lease cost Operating lease cost $ 152 $ 82 $ 234 Short-term lease cost 12 — 12 Variable lease cost 45 4 49 Total $ 209 $ 86 $ 295 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 % For the Three Months Ended March 31, 2019 U.K U.S Total Lease cost Operating lease cost $ 155 $ — $ 155 Short-term lease cost 14 81 95 Variable lease cost — 2 2 Total $ 169 $ 83 $ 252 Other information Operating cash flows from operating leases $ — $ — $ — Weighted-average remaining lease term – operating leases 10.7 1.4 Weighted-average discount rate – operating leases 12 % 12 % The Company recorded lease costs as a component of general and administrative expense during the three months ended March 31, 2020 and 2019, respectively. Maturities of the operating leases, excluding short-term leases, are as follows: U.K U.S Total Remaining nine months ended December 31, 2020 $ 464 $ 251 $ 715 Year ended December 31, 2021 619 84 703 Year ended December 31, 2022 619 — 619 Year ended December 31, 2023 619 — 619 Year ended December 31, 2024 619 — 619 Thereafter 8,642 — 8,642 Total 11,582 335 11,917 Less present value discount (6,996) (21) (7,017) Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2020 $ 4,586 $ 314 $ 4,900 German Tax Authorities The German Tax authorities have contacted our subsidiary, NW Bio GmbH, and have asserted that funding provided by NW Bio, Inc., to its wholly owned subsidiary in Germany, NWBio GmbH, during 2013 through 2015 may be deemed to be a “profit distribution” even though neither NW Bio, Inc. nor NW Bio GmbH made any profit during the period in question, and even though the funds provided by NW Bio, Inc. were used by NW Bio GmbH entirely for operating expenses and clinical trial costs. The German Tax authorities are seeking to tax this deemed “profit distribution.” We are in the process of working to resolve this matter and it is too early at this point to determine the outcome. There can be no assurance that the German tax authority will agree with our position, even if they appear to be open to discussions and approaches taken under the German-US tax treaty and OECD Transfer pricing that would result in our calculations that there is no tax liability. The Company currently anticipates that the amount that NW Bio GmbH may ultimately have to pay for this matter is estimated to be between $0 to $800,000 after further proceedings (including application of the US-German tax treaty), however, under ASC 740 it is in the view of the Company that it is not more likely than not that the resolution of these tax matters will result in a net material charge. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events | |
Subsequent Events | 12. Subsequent Events Registered Offering On April 8, 2020, the Company entered into financings totaling $3.8 million. The financings were comprised of $3.1 million from the offering of 19.9 million shares of common stock and 11.3 million new issued warrants, and $750,000 from a convertible note (the “April Note”). The common stock was offered at a price of $0.153 per share. The April Note is convertible at $0.17 per share and carries 50 % warrant coverage of the number of conversion shares issued. The warrants are exercisable at $0.20 per share. During May 2020, the Company entered into financings totaling $3.3 million (the “May Financings”). The financings were comprised of $3.1 million from the offering of 15.7 million shares of common stock and 5.6 million warrants. The common stock was offered at a price between $0.17 and $0.225 per share. The warrants have an exercise price between $0.22 and $0.23 per share and an exercise period between 1.5-2.5 years. All of the warrants issued in these financings are suspended until November 1, 2020. In addition, as part of these agreements, the investors who have existing outstanding warrants that have not already been suspended until November 1 are suspending approximately 14.6 million existing warrants until November 1, 2020. Cambridge Loan On March 26, 2020, the Company entered into a Loan Agreement (the “Loan Agreement”) with Cambridge & Peterborough Combined Authority (the “Lender”) for a loan of £1.35 million (approximately $1.7 million) (the “Loan”) for the next phase of buildout of the Sawston facility. The Company received funds on April 6, 2020. The Lender provides funding for selected economic development projects in the Cambridge region through a competitive selection process. Under the Loan Agreement, there will be no repayments during the first year of the Loan term, although interest will accrue. Following the first anniversary, repayment of the Loan principal and interest will take place over 4 years, for a total term of 5 years. The interest rate on the Loan is 6.25% per annum. In conjunction with the Loan, the Company entered into a Security Agreement with the Lender granting a security interest in the Company’s 17-acre property in Sawston, U.K. to secure the Loan. No other tangible or intangible assets of the Company or its subsidiaries are subject to any security interest. The security interest on the 17-acre property will be released upon completion of repayment. Debt Offering On May 20, 2020, the Company entered into a note purchase agreement (the “Note”) with an individual investor for an aggregate principal amount of $1,655,000. The Note bears interest at 8% per annum with a 21-month term. There are no repayments during the first 7 months of the term. The note is amortized in 14 installments starting in month 8. The note carries an original issue discount of $150,000 and $5,000 legal costs that were reimbursable to the investor. The May Financings also included $500,000 from a convertible note (the “May Note”). The May Note is convertible at $0.25 per share and contains 40% warrant coverage of the number of conversion shares issued. The warrants are exercisable at $0.25 per share and an exercise period of 2.5 years. Debt Conversion During April and May, 2020, the Company converted approximately $0.9 million outstanding debt and interest into 7.1 million shares of common stock. Warrant Adjustments and Expirations During May and June, 2020, approximately 62 million warrants have expired or are scheduled to expire, in addition to the warrants suspended under the arrangements described below. During April and May, 2020, the Company has been undertaking negotiations related to certain warrant adjustments, including suspending certain warrants, making them unexercisable for a defined period, and extensions of the warrants suspended. As previously reported, on May 10, 2020, for a number of unrelated warrant holders, the Company agreed to issue 17.5% new warrants and extend the investors’ current warrant term by six months, in consideration of the investor’s suspension of the current and newly issued warrants until November 1, 2020. The unrelated investors suspended a total of approximately 81 million warrants. The Company agreed to issue 14.2 million new warrants to these investors under the suspension agreements, and these additional warrants were also suspended until November 1, 2020. As also previously reported, on April 30, 2020, the Company’s entered into an agreement with its CEO, Linda Powers, in regard to approximately 90 million warrants and options held by Ms. Powers. She agreed to suspend approximately 60 million existing warrants and options held or due to her until November 1, 2020, making them unexercisable during this period. In consideration, the Company extended the exercise period of a separate 29 million existing warrants held by Ms. Powers (not part of the 60 million warrants and options), and Ms. Powers also agreed to suspend those 29 million warrants until November 1, 2020. The extension of the 29 million warrants provides an exercise period of 2-1/2 years after the suspension period. Total expirations and suspensions through the end of June, 2020, equal approximately 268 million exercise shares. Of this total, approximately 248 million represent existing warrants or options and approximately 20 million were newly issued warrant shares. Warrants Exercised for Cash During May 2020, the Company received aggregate proceeds of $2.3 million from the exercise of warrants with an exercise price between $0.24 and $0.27. The Company issued approximately 9.4 million shares of common stock upon these warrant exercises. Equity Compensation Plan On May 29, 2020 the Company approved establishing a new equity compensation plan. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of March 31, 2020, condensed consolidated statements of operations and comprehensive loss, condensed consolidated statement of stockholders’ equity (deficit), and the condensed consolidated statements of cash flows for the three months ended March 31, 2020 and 2019 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three months ended March 31, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020 or for any future interim period. The condensed consolidated balance sheet at March 31, 2020 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019 and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on March 16, 2020. |
Use of Estimates | Use of Estimates In preparing condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include valuing equity securities in share-based payment arrangements, estimating the fair value of financial instruments recorded as derivative liabilities, useful lives of depreciable assets and whether impairment charges may apply. |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2019 Annual Report. |
Recent Accounting Standards Not Yet Adopted | Recent Accounting Standards Not Yet Adopted 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 condensed consolidated financial statements and related disclosures |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020 and December 31, 2019 (in thousands): Fair value measured at March 31, 2020 Quoted prices Significant in active other Significant Fair value at markets observable inputs unobservable inputs March 31, 2020 (Level 1) (Level 2) (Level 3) Warrant liability $ 12,106 $ — $ — $ 12,106 Embedded conversion option 12 — — 12 Contingent payable derivative liability 6,679 — — 6,679 Total fair value $ 18,797 $ — $ — $ 18,797 Fair value measured at December 31, 2019 Quoted prices Significant in active 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 Liabilities Measured On RecurringBasis Unobservable Input Reconciliation | The following table presents changes in Level 3 liabilities measured at fair value for the three-month period ended March 31, 2020. 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). Warrant Embedded Contingent Payable Liability Conversion Option Derivative Liability Total Balance – January 1, 2020 $ 20,213 $ — $ 7,261 $ 27,474 Additional warrant liability 4,239 — — 4,239 Additional embedded conversion option — 11 — 11 Change in fair value (12,346) 1 (582) (12,927) Balance – March 31, 2020 $ 12,106 $ 12 $ 6,679 $ 18,797 |
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 March 31, 2020 and December 31, 2019 is as follows: As of March 31, 2020 Warrant Embedded Contingent Payable Liability Conversion Option Derivative Liability Strike price $ 0.26 $ 0.25 $ 0.16 * Remaining contractual term (years) 1.3 5.0 1.5 Volatility (annual) 81 % 95 % 73 % Risk-free rate 0 % 0 % 0 % Dividend yield (per share) 0 % 0 % 0 % As of December 31 2019 Warrant Contingent Payable Liability Derivative Liability Strike price $ 0.21 $ 0.21 * Remaining contractual term (years) 1.4 1.0 Volatility (annual) 74 % 62 % Risk-free rate 2 % 2 % Dividend yield (per share) 0 % 0 % contingent payable derivative liability based on stock price as of March 31, 2020 and December 31, 2019 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Stock-based Compensation | |
Summary of stock option activity | The following table summarizes stock option activity for the Company’s option plans during the three months ended March 31, 2020 (amount in thousands, except per share number): Weighted Average Remaining Weighted Average Contractual Life Total Intrinsic Number of Shares Exercise Price (in years) Value Outstanding as of January 1, 2020 104,659 $ 0.24 8.4 $ — Forfeited/expired (1,250) 0.21 — — Outstanding as of March 31, 2020 103,409 $ 0.24 8.1 $ — Options vested and exercisable 99,167 $ 0.24 8.1 $ — |
Summary of stock-based compensation expense | The following table summarizes stock-based compensation expense related to stock options for the three months ended March 31, 2020 and 2019 (in thousands): For the three months ended March 31, 2020 2019 Research and development $ (23) $ 104 General and administrative (1) 387 449 Total stock-based compensation expense $ 364 $ 553 (1) The general and administrative expense during the three months ended March 31, 2020 and 2019 is related to the applicable vesting portion of stock options awards made in the past to directors and employees. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment | |
Schedule of property and equipment | Property and equipment consist of the following at March 31, 2020 and December 31, 2019 (in thousands): March 31, December 31, Estimated 2020 2019 Useful Life Leasehold improvements $ 230 $ 186 Lesser of lease term or estimated useful life Office furniture and equipment 63 59 3 years Computer equipment and software 610 611 3 years Land in the United Kingdom 84 90 NA 987 946 Less: accumulated depreciation (670) (665) Total property, plant and equipment, net $ 317 $ 281 Construction in progress $ $ |
Outstanding Debt (Tables)
Outstanding Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Outstanding Debt | |
Schedule of outstanding debt | The following two tables summarize outstanding debt as of March 31, 2020 and December 31, 2019, respectively (amount in thousands): Stated Embedded Interest Conversion Remaining Conversion Carrying Maturity Date Rate Price Face Value Debt Discount Option Value Short term convertible notes payable 6% unsecured (1) Due 6 % $ 3.09 $ 135 $ — $ — $ 135 10% unsecured (2) Various 10 % $ 0.21 1,500 (72) — 1,428 1,635 (72) — 1,563 Short term convertible notes payable - related parties 10% unsecured - Related Parties (3) On Demand 10 % N/A 240 — 12 252 240 — 12 252 Short term notes payable 8% unsecured (4) Various 8 % N/A 6,146 (357) — 5,789 10% unsecured (5) Various 10 % N/A 3,551 (386) — 3,165 12% unsecured (6) On Demand 12 % N/A 440 — — 440 0% unsecured (7) 8/1/2020 0 % N/A 1,156 (49) — 1,107 11,293 (792) — 10,501 Ending balance as of March 31, 2020 $ 13,168 $ (864) $ 12 $ 12,316 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) 433 635 (67) 568 Short term notes payable 8% unsecured (4) Various 8 % N/A 555 (43) 512 10% unsecured (5) Various 10 % N/A 3,551 (73) 3,478 12% unsecured (6) On Demand 12 % N/A 440 — 440 0% unsecured (7) 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 (8) On Demand 10 % N/A 66 — 66 66 — 66 Long term notes payable 8% unsecured (4) 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 (1) This $135,000 note as of March 31, 2020 and December 31, 2019 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) In 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 $0.21 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. The fair value of the warrants was approximately $79,000 on the grant date. (3) On February 13, 2020, the Company’s Senior Vice President, General Counsel, Leslie Goldman, loaned the Company $240,000, and the Company entered into a convertible note agreement for this amount (the “Goldman Note”). The Goldman Note bears interest rate at 10% per annum, and is repayable upon 15 days' notice from the holder. The principal and interest of the Goldman Note is convertible at $0.25 per share. Additionally, the Company agreed to issue 0.5 million warrants (the “Warrants”) in conjunction with the Goldman Note. The Goldman Note also contains 50% warrants coverage upon conversion. The warrants have five-year term and have an exercise price of $0.25. The fair value of the Warrants was approximately $48,000, which were recorded as debt discount at the issuance date. Additionally, the Goldman Note contains embedded conversion options, that were determined to require bifurcation. The fair value of the conversion option was approximately $11,000 on the issuance date, which was recorded as additional debt discount. The Company recorded $59,000 interest expenses as amortization of this debt discount immediately as the term is on demand. (4) During the three months ended March 31, 2020, the Company converted approximately $1.4 million of principal and $0.4 million of accrued interest into approximately 12.4 million shares of the Company’s common stock at a fair value of $2.4 million. The Company recorded approximately $0.6 million in debt extinguishment loss from this conversion . (5) The approximate $3.6 million as of March 31, 2020 and December 31, 2019 consists of various promissory notes that were issued between October 1, 2018 and November 7, 2018. On March 30, 2020, the Company entered into a Note Extension Agreement (the “Agreement”) with multiple holders with the following major adjustments: - - The amended promissory note Agreements total were approximately $3.0 million. Approximately $2.0 million in notes were treated as a debt modification and the remaining $1.0 million note was treated as a debt extinguishment for accounting purposes. The Company recorded approximately $0.1 million loss on debt extinguishment. (6) The $440,000 balance as of March 31, 2020 and December 31, 2019 consists of two separate 12% demand notes in the amounts of $300,000 and $140,000. (7) On May 28, 2019, the Company issued a deferred note to a third-party vendor pursuant to a settlement agreement resolving past matters and providing for the restart of DCVax®-Direct Production. As of March 31, 2020, the deferred note had $1.2 million principal outstanding. (8) On September 26, 2018, Advent BioServices (“Advent”), a related party of the Company, provided a short-term loan in the amount of $65,000. The loan bears interest at 10% per annum, and is payable upon demand, with 7 days’ prior written notice to the Company. During the three months ended March 31, 2020, the Company made full repayment to Advent, including all outstanding interest. |
Schedule of total interest expenses related to outstanding notes and mortgage loan | The following table summarizes total interest expenses related to outstanding notes for the three months ended March 31, 2020 and 2019, respectively (in thousands): For the three months ended March 31, 2020 2019 Interest expenses related to outstanding notes: Contractual interest $ 275 $ 268 Amortization of debt discount 284 296 Total interest expenses related to outstanding notes 559 564 Interest expenses related to outstanding notes to related parties: Contractual interest 4 191 Amortization of debt discount 59 — Total interest expenses related to outstanding notes to related parties 63 191 Other interest expenses 3 1 Total interest expense $ 625 $ 756 |
Net Earnings (Loss) per Share_2
Net Earnings (Loss) per Share Applicable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Net Earnings (Loss) per Share Applicable to Common Stockholders | |
Schedule of computation of earnings (loss) per share | The following table sets forth the computation of earnings (loss) per share (amounts in thousands except per share data): For the three months ended March 31, 2020 2019 Net earnings (loss) - basic $ 2,726 $ (20,946) Interest on convertible notes 173 — Net earnings (loss) - diluted $ 2,899 $ (20,946) Weighted average shares outstanding - basic 640,390 529,133 Convertible notes and accrued interest 8,468 — Weighted average shares outstanding - diluted 648,858 529,133 |
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 three months ended March 31, 2020 2019 Common stock options 103,409 100,159 Common stock warrants 365,706 357,428 Contingently issuable warrants 11,739 11,739 Convertible notes and accrued interest — 29,516 Potentially dilutive securities 480,854 498,842 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions | |
Schedule of expenses incurred to related parties and amounts invoiced some of which remain unpaid | The following table summarizes expenses incurred to related parties (i.e., amounts invoiced) during the three months ended March 31, 2020 and 2019 (amount in thousands) (some of which remain unpaid as noted in the second table below): For the three months ended March 31, 2020 2019 Advent BioServices $ 1,324 $ 1,450 |
Schedule of outstanding unpaid accounts payable held by related parties | The following table summarizes outstanding unpaid accounts payable held by related parties as of March 31, 2020 and December 31, 2019 (amount in thousands). These unpaid amounts include part of the expenses reported in the table above and also certain expenses incurred in prior periods. March 31, December 31, 2020 2019 Advent BioServices $ 820 $ 834 |
Schedule of total interest expenses related to outstanding notes to related parties | The following table summarizes total interest expenses related to outstanding notes to related parties for the three months ended March 31, 2020 and 2019, respectively (in thousands): For the three months ended March 31, 2020 2019 Interest expenses related to outstanding notes to related parties: Contractual interest $ 4 $ 191 Amortization of debt discount 59 — Total interest expense $ 63 $ 191 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Stockholders' Deficit | |
Schedule of warrant activity | The following is a summary of warrant activity for the three months ended March 31, 2020 (dollars in thousands, except per share data): Number of Weighted Average Remaining Warrants Exercise Price Contractual Term Outstanding as of January 1, 2020 359,473 $ 0.27 Warrants granted 20,965 0.23 Warrants expired and cancellation (2,993) — Outstanding as of March 31, 2020 377,445 $ 0.26 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 Three Months ended March 31, 2020 U.K U.S Total Lease cost Operating lease cost $ 152 $ 82 $ 234 Short-term lease cost 12 — 12 Variable lease cost 45 4 49 Total $ 209 $ 86 $ 295 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 % For the Three Months Ended March 31, 2019 U.K U.S Total Lease cost Operating lease cost $ 155 $ — $ 155 Short-term lease cost 14 81 95 Variable lease cost — 2 2 Total $ 169 $ 83 $ 252 Other information Operating cash flows from operating leases $ — $ — $ — Weighted-average remaining lease term – operating leases 10.7 1.4 Weighted-average discount rate – operating leases 12 % 12 % |
Schedule of maturities of our operating leases, excluding short-term leases | Maturities of the operating leases, excluding short-term leases, are as follows: U.K U.S Total Remaining nine months ended December 31, 2020 $ 464 $ 251 $ 715 Year ended December 31, 2021 619 84 703 Year ended December 31, 2022 619 — 619 Year ended December 31, 2023 619 — 619 Year ended December 31, 2024 619 — 619 Thereafter 8,642 — 8,642 Total 11,582 335 11,917 Less present value discount (6,996) (21) (7,017) Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2020 $ 4,586 $ 314 $ 4,900 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 12,106 | $ 20,213 |
Additional embedded conversion option | 12 | |
Contingent payable derivative liability | 6,679 | 7,261 |
Total fair value | 18,797 | 27,474 |
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 | 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 | 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 | 12,106 | 20,213 |
Additional embedded conversion option | 12 | |
Contingent payable derivative liability | 6,679 | 7,261 |
Total fair value | $ 18,797 | $ 27,474 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Level 3 liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Share-settled Debt (in Default) [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | $ 27,474 |
Additional warrant liability | 4,239 |
Additional embedded conversion option | 11 |
Change in fair value | (12,927) |
Balance | 18,797 |
Warrant Liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | 20,213 |
Additional warrant liability | 4,239 |
Change in fair value | (12,346) |
Balance | 12,106 |
Contingent Payable Derivative Liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | 0 |
Additional warrant liability | 0 |
Additional embedded conversion option | 11 |
Change in fair value | 1 |
Balance | 12 |
Embedded Conversion Feature [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | 7,261 |
Additional warrant liability | 0 |
Change in fair value | (582) |
Balance | $ 6,679 |
Fair Value Measurements - Weigh
Fair Value Measurements - Weighted average (in aggregate) significant unobservable inputs (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | 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 | ||
Remaining contractual term (years) | 1 year 4 months 24 days | ||
Volatility (annual) | 74.00% | ||
Risk-free rate | 2.00% | ||
Dividend yield (per share) | 0.00% | ||
Contingent Payable Derivative Liability [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Strike price | $ 0.21 | ||
Remaining contractual term (years) | 1 year | ||
Volatility (annual) | 62.00% | ||
Risk-free rate | 2.00% | ||
Dividend yield (per share) | 0.00% | ||
Fair Value, Inputs, Level 3 [Member] | Warrant Liability [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Strike price | $ 0.26 | ||
Remaining contractual term (years) | 1 year 3 months 18 days | ||
Volatility (annual) | 81.00% | ||
Risk-free rate | 0.00% | ||
Dividend yield (per share) | 0.00% | ||
Fair Value, Inputs, Level 3 [Member] | Contingent Payable Derivative Liability [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Strike price | $ 0.16 | ||
Remaining contractual term (years) | 1 year 6 months | ||
Volatility (annual) | 73.00% | ||
Risk-free rate | 0.00% | ||
Dividend yield (per share) | 0.00% | ||
Fair Value, Inputs, Level 3 [Member] | Embedded Conversion Feature [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Strike price | $ 0.25 | ||
Remaining contractual term (years) | 5 years | ||
Volatility (annual) | 95.00% | ||
Risk-free rate | 0.00% | ||
Dividend yield (per share) | 0.00% |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock option activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Stock-based Compensation | ||
Number of Shares, Outstanding | 104,659 | |
Number of Shares, Forfeited/expired | (1,250) | |
Number of Shares, Outstanding | 103,409 | 104,659 |
Number of Options, Options vested and exercisable | 99,167 | |
Weighted Average Exercise Price, Outstanding | $ 0.24 | |
Weighted Average Exercise Price, Forfeited/expired | 0.21 | |
Weighted Average Exercise Price, Outstanding | 0.24 | $ 0.24 |
Weighted Average Exercise Price, Options vested and exercisable | $ 0.24 | |
Weighted Average Remaining Contractual Life (in years), Outstanding | 8 years 1 month 6 days | 8 years 4 months 24 days |
Weighted Average Remaining Contractual Life (in years), Options vested and exercisable | 8 years 1 month 6 days |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | ||
Total stock-based compensation expense | $ 364 | $ 553 | |
Research and development | |||
Total stock-based compensation expense | (23) | 104 | |
General and administrative | |||
Total stock-based compensation expense | [1] | $ 387 | $ 449 |
[1] | The general and administrative expense during the three months ended March 31, 2020 and 2019 is related to the applicable vesting portion of stock options awards made in the past to directors and employees. |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) 1 shares in Millions, $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)shares | |
Stock-based Compensation | |
Stock Issued During Period, Shares, Issued for Services | shares | 1 |
Share-based Compensation | $ 0.2 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 0.3 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 9 months 18 days |
Property & Equipment (Details)
Property & Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Total property, plant and equipment, net | $ 317 | $ 281 | |
Construction in progress | 171 | 171 | |
Domestic [Member] | |||
Property, Plant and Equipment, Gross | 987 | 946 | |
Less: accumulated depreciation | (670) | (665) | |
Total property, plant and equipment, net | 317 | 281 | |
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 | $ 230 | 186 | |
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 | $ 63 | 59 | |
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 | $ 610 | 611 | |
Land [Member] | UNITED KINGDOM | |||
Property, Plant and Equipment, Gross | $ 84 | $ 90 |
Property & Equipment - Addition
Property & Equipment - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Property, Plant and Equipment | ||
Depreciation | $ 14,000 | $ 2,000 |
Outstanding Debt - Outstanding
Outstanding Debt - Outstanding debt (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2019 | Feb. 29, 2020 | ||
Debt Instrument, Face Value | $ 13,168,000 | $ 13,411,000 | ||
Debt Instrument, Remaining Debt Discount | (864,000) | (688,000) | ||
Debt Instrument, Embedded Conversion Option | 12,000 | |||
Debt Instrument, Carrying Value | $ 12,316,000 | $ 12,723,000 | ||
12% unsecured [Member] | ||||
Debt Instrument, Stated Interest Rate | 12.00% | 12.00% | ||
Debt Instrument, Face Value | $ 440,000 | $ 440,000 | ||
Short-term Debt [Member] | ||||
Debt Instrument, Stated Interest Rate | 0.00% | |||
Debt Instrument, Face Value | $ 1,635,000 | 635,000 | ||
Debt Instrument, Remaining Debt Discount | (72,000) | (67,000) | ||
Debt Instrument, Carrying Value | $ 1,563,000 | $ 568,000 | ||
Short-term Debt [Member] | 6% unsecured [Member] | ||||
Debt Instrument, Maturity Date, Description | [1] | Due | Due | |
Debt Instrument, Stated Interest Rate | [1] | 6.00% | 6.00% | |
Debt Instrument, Conversion Price | [1] | $ 3.09 | $ 3.09 | |
Debt Instrument, Face Value | [1] | $ 135,000 | $ 135,000 | |
Debt Instrument, Remaining Debt Discount | [1] | 0 | 0 | |
Debt Instrument, Carrying Value | [1] | $ 135,000 | $ 135,000 | |
Short-term Debt [Member] | 10% unsecured [Member] | ||||
Debt Instrument, Maturity Date, Description | Various | 4/18/2020 | ||
Debt Instrument, Stated Interest Rate | 10.00% | 10.00% | ||
Debt Instrument, Conversion Price | $ 0.21 | $ 0.22 | $ 0.21 | |
Debt Instrument, Face Value | $ 1,500,000 | $ 500,000 | $ 1,000,000 | |
Debt Instrument, Remaining Debt Discount | (72,000) | (67,000) | ||
Debt Instrument, Carrying Value | $ 1,428,000 | 433,000 | ||
Short Term Notes Payable Related Parties [Member] | ||||
Debt Instrument, Stated Interest Rate | 0.00% | |||
Debt Instrument, Face Value | $ 240,000 | 66,000 | ||
Debt Instrument, Remaining Debt Discount | 0 | 0 | ||
Debt Instrument, Embedded Conversion Option | 12,000 | |||
Debt Instrument, Carrying Value | $ 252,000 | $ 66,000 | ||
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 | $ 240,000 | $ 66,000 | ||
Debt Instrument, Remaining Debt Discount | 0 | 0 | ||
Debt Instrument, Embedded Conversion Option | 12,000 | |||
Debt Instrument, Carrying Value | $ 252,000 | 66,000 | ||
Short Term Notes Payable [Member] | ||||
Debt Instrument, Stated Interest Rate | 0.00% | |||
Debt Instrument, Face Value | $ 11,293,000 | 5,702,000 | ||
Debt Instrument, Remaining Debt Discount | (792,000) | (201,000) | ||
Debt Instrument, Carrying Value | $ 10,501,000 | $ 5,501,000 | ||
Short Term Notes Payable [Member] | 8% unsecured [Member] | ||||
Debt Instrument, Maturity Date, Description | Various | Various | ||
Debt Instrument, Stated Interest Rate | 8.00% | 8.00% | ||
Debt Instrument, Face Value | $ 6,146,000 | $ 555,000 | ||
Debt Instrument, Remaining Debt Discount | (357,000) | (43,000) | ||
Debt Instrument, Carrying Value | $ 5,789,000 | $ 512,000 | ||
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 | $ 3,551,000 | ||
Debt Instrument, Remaining Debt Discount | (386,000) | (73,000) | ||
Debt Instrument, Carrying Value | $ 3,165,000 | $ 3,478,000 | ||
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 | 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 | 8/1/2020 | ||
Debt Instrument, Stated Interest Rate | 0.00% | 0.00% | ||
Debt Instrument, Face Value | $ 1,156,000 | $ 1,156,000 | ||
Debt Instrument, Remaining Debt Discount | (49,000) | (85,000) | ||
Debt Instrument, Carrying Value | $ 1,107,000 | 1,071,000 | ||
Long Term Notes Payable [Member] | ||||
Debt Instrument, Face Value | 7,008,000 | |||
Debt Instrument, Remaining Debt Discount | (420,000) | |||
Debt Instrument, Carrying Value | $ 6,588,000 | |||
Long Term Notes Payable [Member] | 8% unsecured [Member] | ||||
Debt Instrument, Maturity Date, Description | Various | |||
Debt Instrument, Stated Interest Rate | 8.00% | |||
Debt Instrument, Face Value | $ 7,008,000 | |||
Debt Instrument, Remaining Debt Discount | (420,000) | |||
Debt Instrument, Carrying Value | $ 6,588,000 | |||
[1] | This $135,000 note as of March 31, 2020 and December 31, 2019 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 $25,000 note, the holder has elected to convert these notes into equity, the Company has delivered the applicable conversion documents to the holder, and the Company is waiting for the holder to execute and return the documents. |
Outstanding Debt - interest exp
Outstanding Debt - interest expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Contractual interest | $ 4 | $ 191 |
Amortization of Debt Discount | 343 | 296 |
Amortization of debt discount | 59 | |
Interest and Debt Expense | 63 | 191 |
Other interest expenses | 3 | 1 |
Total interest expense | 625 | 756 |
Short Term Notes Payable Related Parties [Member] | ||
Contractual interest | 4 | 191 |
Amortization of debt discount | 59 | |
Interest and Debt Expense | 63 | 191 |
Notes Payable, Other Payables [Member] | ||
Contractual interest | 275 | 268 |
Amortization of debt discount | 284 | 296 |
Interest and Debt Expense | $ 559 | $ 564 |
Outstanding Debt - Additional I
Outstanding Debt - Additional Information (Details) - USD ($) | Feb. 29, 2020 | Feb. 13, 2020 | Sep. 26, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Nov. 24, 2020 | |
Debt Instrument, Face Amount | $ 13,168,000 | $ 13,411,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 8,500,000 | |||||||
Warrants and Rights Outstanding, Term | 2 years | |||||||
Fair Value Adjustment of Warrants | $ 2,500,000 | |||||||
Warrants issued at fair value | 1,000,000 | |||||||
Gain (Loss) on Extinguishment of Debt | $ (715,000) | $ (788,000) | ||||||
Short-term Debt [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | |||||||
Debt Instrument, Face Amount | $ 1,635,000 | 635,000 | ||||||
Senior Vice President | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||
6% unsecured [Member] | Short-term Debt [Member] | ||||||||
Notes Payable | $ 135,000 | $ 135,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 6.00% | 6.00% | |||||
Debt Instrument, Face Amount | [1] | $ 135,000 | $ 135,000 | |||||
Debt Instrument, Convertible, Conversion Price | [1] | $ 3.09 | $ 3.09 | |||||
Contingent Note Payable | Cognate Bio Services Notes [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||||||
8% unsecured [Member] | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,400,000 | |||||||
Debt Instrument, Increase, Accrued Interest | 400,000 | |||||||
Debt Instrument, Periodic Payment, Interest | 2,400,000 | |||||||
Interest Expense, Debt | 12,400,000 | |||||||
8% unsecured [Member] | Advent Bio Services Notes [Member] | ||||||||
Debt Instrument, Interest Rate During Period | 10.00% | |||||||
Short-term Debt | $ 65,000 | |||||||
8% notes 2 [Member] | ||||||||
Extinguishment of Debt, Amount | $ 600,000 | |||||||
10% unsecured [Member] | Short-term Debt [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||||
Debt Instrument, Face Amount | $ 1,000,000 | $ 1,500,000 | $ 500,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.35 | |||||||
Debt Instrument, Interest Rate During Period | 10.00% | |||||||
Warrants To Purchase Of Common Stock Shares | 1,400,000 | |||||||
Debt Instrument, Convertible, Conversion Price | $ 0.21 | $ 0.21 | $ 0.22 | |||||
Debt Instrument, Term | 2 years | |||||||
Fair Value Adjustment of Warrants | $ 79,000 | |||||||
0% unsecured [Member] | ||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,200,000 | |||||||
12% unsecured [Member] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||||||
Debt Instrument, Face Amount | $ 440,000 | $ 440,000 | ||||||
Interest Expense, Debt | 300,000 | 140,000 | ||||||
Goldman Note [Member] | 10% unsecured [Member] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 | |||||||
Additional warrants issued | 500,000 | |||||||
Warrants upon conversion | 50.00% | |||||||
Debt Instrument, Interest Rate During Period | 10.00% | |||||||
Debt Instrument, Term | 15 days | |||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||
Convertible Debt, Fair Value Disclosures | $ 11,000 | |||||||
Amortization of Debt Discount (Premium) | 59,000 | |||||||
Fair Value Adjustment of Warrants | 48,000 | |||||||
Goldman Note [Member] | 10% unsecured [Member] | Short-term Debt [Member] | ||||||||
Debt Instrument, Face Amount | $ 240,000 | |||||||
Note Due In 2011 [Member] | ||||||||
Notes Payable | 110,000 | 25,000 | ||||||
Six Percentage Note Payable One [Member] | ||||||||
Notes Payable | 110,000 | 25,000 | ||||||
Convertible Debt Securities [Member] | ||||||||
Debt Instrument, Increase, Accrued Interest | 12,400,000 | |||||||
Promissory Note [Member] | 10% unsecured [Member] | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 3,600,000 | $ 3,600,000 | ||||||
Debt Instrument, Face Amount | $ 3,000,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.20 | |||||||
Warrants To Purchase Of Common Stock Shares | 9,700,000 | |||||||
Extinguishment of Debt, Amount | $ 1,000,000 | |||||||
Warrants and Rights Outstanding, Term | 2 years | |||||||
Fair Value Adjustment of Warrants | $ 487,000 | |||||||
Debt Instrument, Collateral Fee | 3,000,000 | |||||||
Debt Instrument, Debt Default, Amount | 2,000,000 | |||||||
Gain (Loss) on Extinguishment of Debt | $ 100,000 | |||||||
[1] | This $135,000 note as of March 31, 2020 and December 31, 2019 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 $25,000 note, the holder has elected to convert these notes into equity, the Company has delivered the applicable conversion documents to the holder, and the Company is waiting for the holder to execute and return the documents. |
Net Earnings (Loss) per Share_3
Net Earnings (Loss) per Share Applicable to Common Stockholders - Computation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net Earnings (Loss) per Share Applicable to Common Stockholders | ||
Net earnings (loss) - basic | $ 2,726 | $ (20,946) |
Interest on convertible notes | 173 | 0 |
Net earnings (loss) - diluted | $ 2,899 | $ (20,946) |
Weighted average shares outstanding - basic | 640,390 | 529,133 |
Convertible notes and accrued interest | 8,468 | 0 |
Weighted average shares outstanding - diluted | 648,858 | 529,133 |
Net Earnings (Loss) per Share_4
Net Earnings (Loss) per Share Applicable to Common Stockholders (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 480,854 | 498,842 |
Common stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 103,409 | 100,159 |
Common stock warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 365,706 | 357,428 |
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 | 0 | 29,516 |
Related Party Transactions - Su
Related Party Transactions - Summary of outstanding unpaid accounts payable held by related parties (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 |
Advent BioServices [Member] | ||||
Accounts Payable, Related Parties | $ 820 | $ 1,324 | $ 834 | $ 1,450 |
Related Party Transactions - To
Related Party Transactions - Total interest expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Related Party Transactions | ||
Contractual interest | $ 4 | $ 191 |
Amortization of debt discount | 59 | |
Total interest expense | $ 63 | $ 191 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Sep. 26, 2018 | |
Related Party Transaction [Line Items] | |||
Repayments of notes | $ 64,000 | $ 329,000 | |
Advent Bio Services Notes [Member] | |||
Related Party Transaction [Line Items] | |||
Short-term Debt | $ 65,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||
Repayments of notes | $ 73,000 | ||
Interest rate | 10.00% | ||
Senior Vice President | |||
Related Party Transaction [Line Items] | |||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||
Convertible notes payable, net of current portion, net | $ 240,000 | ||
Interest rate | 10.00% | ||
Percentage of Warrant Coverage | 15.00% | ||
Convertible notes payable | $ 240,000 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Stockholders' Deficit | ||
Number of Warrants, Outstanding | 359,473 | |
Number of Warrants, Warrants granted | 20,965 | |
Weighted Average Exercise Price - Warrants granted | $ 0.23 | |
Number of Warrants, Warrants expired and cancellation | (2,993) | |
Number of Warrants, Outstanding | 377,445 | 359,473 |
Weighted Average Exercise Price - Outstanding | $ 0.27 | |
Weighted Average Exercise Price - Outstanding | $ 0.26 | $ 0.27 |
Remaining Contractual Term | 1 year 3 months 26 days | 1 year 5 months 1 day |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Shareholders Deficit [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 8,500,000 | ||
Value of Warrants Exercised For Cash | $ 688 | ||
Warrants and Rights Outstanding, Term | 2 years | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 | ||
Loss (gain) from extinguishment of debt | $ 715 | $ 788 | |
Common Stock, Shares, Issued | 662,100,000 | 614,300,000 | |
Fair Value Adjustment of Warrants | $ 2,500 | ||
Convertible Debt Securities [Member] | |||
Shareholders Deficit [Line Items] | |||
Debt Conversion, Original Debt, Amount | 1,800 | ||
Debt Instrument, Increase, Accrued Interest | $ 12,400 | ||
Registered Direct Offering [Member] | |||
Shareholders Deficit [Line Items] | |||
Common Stock, Shares, Issued | 34,500,000 | ||
Sale of Stock, Price Per Share | $ 5.70 | ||
Common Stock Shares Issued Upon Existing Loan Conversion | 400,000 | ||
Placement Agent | |||
Shareholders Deficit [Line Items] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 800,000 | ||
Warrants and Rights Outstanding, Term | 2 years | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.21 | ||
Common Stock | |||
Shareholders Deficit [Line Items] | |||
Number Of Warrants Exercised For Cash | 2,986 | ||
Value of Warrants Exercised For Cash | $ 3 | ||
Additional Paid-in Capital | |||
Shareholders Deficit [Line Items] | |||
Value of Warrants Exercised For Cash | $ 685 | ||
Minimum | Placement Agent | |||
Shareholders Deficit [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.17 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Lease cost | ||
Operating lease cost | $ 234 | $ 155 |
Short-term lease cost | 12 | 95 |
Variable lease cost | 49 | 2 |
Total | 295 | 252 |
Other information | ||
Operating cash flows from operating leases | (244) | |
UNITED KINGDOM | ||
Lease cost | ||
Operating lease cost | 152 | 155 |
Short-term lease cost | 12 | 14 |
Variable lease cost | 45 | |
Total | $ 209 | $ 169 |
Other information | ||
Weighted-average remaining lease term - operating leases | 10 years | 10 years 8 months 12 days |
Weighted-average discount rate - operating leases | 12.00% | 12.00% |
UNITED STATES | ||
Lease cost | ||
Operating lease cost | $ 82 | |
Short-term lease cost | $ 81 | |
Variable lease cost | 4 | 2 |
Total | 86 | $ 83 |
Other information | ||
Operating cash flows from operating leases | $ (244) | |
Weighted-average remaining lease term - operating leases | 10 months 24 days | 1 year 4 months 24 days |
Weighted-average discount rate - operating leases | 12.00% | 12.00% |
Commitments and Contingencies -
Commitments and Contingencies - maturities of our operating leases (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Commitments And Contingencies [Line Items] | |
Year ended December 31, 2020 | $ 715 |
Year ended December 31, 2021 | 703 |
Year ended December 31, 2022 | 619 |
Year ended December 31, 2023 | 619 |
Year ended December 31, 2024 | 619 |
Thereafter | 8,642 |
Total | 11,917 |
Less present value discount | (7,017) |
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2020 | 4,900 |
UNITED STATES | |
Commitments And Contingencies [Line Items] | |
Year ended December 31, 2020 | 251 |
Year ended December 31, 2021 | 84 |
Total | 335 |
Less present value discount | (21) |
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2020 | 314 |
UNITED KINGDOM | |
Commitments And Contingencies [Line Items] | |
Year ended December 31, 2020 | 464 |
Year ended December 31, 2021 | 619 |
Year ended December 31, 2022 | 619 |
Year ended December 31, 2023 | 619 |
Year ended December 31, 2024 | 619 |
Thereafter | 8,642 |
Total | 11,582 |
Less present value discount | (6,996) |
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2020 | $ 4,586 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Informations (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Operating Lease, Right-of-Use Asset | $ 4,334,000 | $ 4,679,000 |
Operating Lease, Liability | $ 4,900,000 | |
Lease, Practical Expedient, Lessor Single Lease Component [true false] | true | |
Lessee, Operating Lease, Term of Contract | 20 years | |
Maximum | ||
Estimated amount of damages payable | $ 800,000 | |
Minimum | ||
Estimated amount of damages payable | 0 | |
UNITED KINGDOM | ||
Operating Lease, Liability | 4,586,000 | |
UNITED STATES | ||
Operating Lease, Liability | $ 314,000 |
Subsequent Events (Details)
Subsequent Events (Details) $ / shares in Units, € in Thousands, shares in Millions | May 20, 2020USD ($)installment$ / shares | May 10, 2020shares | Apr. 08, 2020USD ($)$ / sharesshares | Apr. 06, 2020USD ($) | May 31, 2020USD ($)$ / sharesshares | Apr. 30, 2020USD ($)shares | Jun. 30, 2020shares | Nov. 01, 2020shares | Mar. 31, 2020USD ($)$ / sharesshares | Mar. 26, 2020EUR (€) | Mar. 26, 2020USD ($) | Dec. 31, 2019USD ($)$ / shares |
Subsequent Event [Line Items] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 8.5 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | |||||||||||
Debt Instrument, Face Amount | $ | $ 13,168,000 | $ 13,411,000 | ||||||||||
Common stock (per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||
Warrants and Rights Outstanding, Term | 2 years | |||||||||||
Lender | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt Instrument, Face Amount | € 1,350 | $ 1,700,000 | ||||||||||
Subsequent Event | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Equity And Debt Financing Cost | $ | $ 3,800,000 | $ 3,300,000 | ||||||||||
Proceeds from Issuance of Common Stock | $ | $ 3,100,000 | $ 3,100,000 | ||||||||||
Stock Issued During Period, Shares, New Issues | shares | 19.9 | 15.7 | ||||||||||
Warrants on Common Stock | $ | $ 5,600,000 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 11.3 | 9.4 | ||||||||||
Proceeds from Convertible Debt | $ | $ 750,000 | |||||||||||
Share Price | $ / shares | $ 0.153 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.25 | $ 0.17 | ||||||||||
Class of Warrant or Right, Percentage Of Warrants Issued On Conversion | 40.00% | 17.50% | 50.00% | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | $ 0.20 | ||||||||||
Debt Instrument, Face Amount | $ | $ 1,655,000 | |||||||||||
Debt Instrument, Term For Repayment Of The Loan Principal And Interest | 7 months | |||||||||||
Debt Instrument, Term | 2 years 6 months | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||
Number of Amortized in Installments | installment | 14 | |||||||||||
Debt Conversion, Original Debt, Amount | $ | $ 150,000 | $ 900,000 | $ 900,000 | |||||||||
Debt Instrument, Legal Costs | $ | 5,000 | |||||||||||
Convertible Debt | $ | $ 500,000 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 7.1 | 7.1 | ||||||||||
Number of warrants expired or scheduled to expire | shares | 62 | |||||||||||
Warrants And Rights Outstanding, Extension Term | 6 months | |||||||||||
Class of Warrant or Right, Suspended | shares | 81 | 268 | 14.6 | |||||||||
Class of Warrant or Right, Agreed to be Suspended | shares | 14.2 | 29 | 248 | |||||||||
Class of Warrant or Right, Agreed to be Suspended And Unexercisable | shares | 90 | 20 | 60 | |||||||||
Class of Warrant or Right, Whose Exercise Period is Extended | shares | 29 | |||||||||||
Warrants and Rights Outstanding, Term | 2 years 6 months | |||||||||||
Aggregate Proceeds on Exercise of Warrants | $ | $ 2,300,000 | |||||||||||
Subsequent Event | Minimum | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Share Price | $ / shares | $ 0.17 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.22 | |||||||||||
Warrants And Rights Outstanding, Extension Term | 1 year 6 months | |||||||||||
Warrants Exercise Price | $ / shares | $ 0.24 | |||||||||||
Subsequent Event | Maximum | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Share Price | $ / shares | 0.225 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.23 | |||||||||||
Warrants And Rights Outstanding, Extension Term | 2 years 6 months | |||||||||||
Warrants Exercise Price | $ / shares | $ 0.27 | |||||||||||
Subsequent Event | Lender | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Repayments of Debt | $ | $ 0 | |||||||||||
Debt Instrument, Term For Repayment Of The Loan Principal And Interest | 4 years | |||||||||||
Debt Instrument, Term | 5 years | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.25% |