Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Jan. 10, 2021 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2020 | |
Entity File Number | 001-35737 | |
Entity Registrant Name | NORTHWEST BIOTHERAPEUTICS INC | |
Entity Central Index Key | 0001072379 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3306718 | |
Entity Address, Address Line One | 4800 Montgomery Lane, Suite 800 | |
Entity Address, City or Town | Bethesda | |
Entity Address, Country | MD | |
Entity Address, Postal Zip Code | 20814 | |
City Area Code | 240 | |
Local Phone Number | 497-9024 | |
Trading Symbol | NWBO | |
Title of 12(g) Security | Common Stock, par value $0.001 per share | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --12-31 | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 822,716,397 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 9,250 | $ 372 |
Prepaid expenses and other current assets | 2,933 | 2,828 |
Total current assets | 12,183 | 3,200 |
Non-current assets: | ||
Property, plant and equipment, net | 819 | 281 |
Construction in progress | 7,135 | 1,685 |
Right-of-use asset, net | 4,327 | 4,679 |
Indefinite-lived intangible asset | 1,292 | 0 |
Goodwill | 654 | 0 |
Other assets | 803 | 798 |
Total non-current assets | 15,030 | 7,443 |
TOTAL ASSETS | 27,213 | 10,643 |
Current liabilities: | ||
Accounts payable and accrued expenses | 9,171 | 6,348 |
Accounts payable and accrued expenses to related parties and affiliates | 4,924 | 3,844 |
Convertible notes, net | 5,144 | 568 |
Convertible notes to related party, net | 1,470 | 0 |
Notes payable, net | 3,552 | 5,501 |
Notes payable to related party | 0 | 66 |
Contingent payable derivative liability | 7,384 | 7,261 |
Warrant liability | 194,391 | 20,213 |
Lease liabilities | 240 | 395 |
Total current liabilities | 226,276 | 44,196 |
Non-current liabilities: | ||
Note payable, net of current portion, net | 8,708 | 6,588 |
Lease liabilities, net of current portion | 4,657 | 4,914 |
Total non-current liabilities | 13,365 | 11,502 |
Total liabilities | 239,641 | 55,698 |
COMMITMENTS AND CONTINGENCIES (Note 11) | ||
Stockholders' deficit: | ||
Preferred stock ($0.001 par value); 100,000,000 shares authorized as of September 30, 2020 and December 31, 2019, respectively | 0 | 0 |
Common stock ($0.001 par value); 1,200,000,000 shares authorized; 779.7 million and 614.3 million shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | 780 | 614 |
Additional paid-in capital | 877,376 | 794,900 |
Stock subscription receivable | (26) | (10) |
Accumulated deficit | (1,090,917) | (841,395) |
Accumulated other comprehensive income | 359 | 836 |
Total stockholders' deficit | (212,428) | (45,055) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 27,213 | $ 10,643 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
CONDENSED CONSOLIDATED BALANCE SHEETS | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 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 | $ 0.001 |
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 | |
Common stock, shares issued | 779,700,000 | 614,300,000 | |
Common stock, shares outstanding | 779,700,000 | 614,300,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues: | ||||
Research and other | $ 216 | $ 593 | $ 788 | $ 1,513 |
Total revenues | 216 | 593 | 788 | 1,513 |
Operating costs and expenses: | ||||
Research and development | 17,660 | 3,538 | 24,737 | 10,092 |
General and administrative | 29,321 | 2,838 | 36,822 | 9,413 |
Legal expenses | 1,112 | 802 | 2,475 | 3,255 |
Total operating costs and expenses | 48,093 | 7,178 | 64,034 | 22,760 |
Loss from operations | (47,877) | (6,585) | (63,246) | (21,247) |
Other income (expense): | ||||
Change in fair value of derivative liabilities | (138,969) | 2,460 | (175,170) | (2,360) |
Loss from extinguishment of debt | (2,994) | (504) | (4,260) | (508) |
Interest expense | (5,540) | (724) | (7,224) | (2,267) |
Foreign currency transaction gain (loss) | 1,284 | (1,018) | 378 | (975) |
Total other income(expense) | (146,219) | 214 | (186,276) | (6,110) |
Net loss | (194,096) | (6,371) | (249,522) | (27,357) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | (1,240) | 892 | (477) | 1,023 |
Total comprehensive loss | $ (195,336) | $ (5,479) | $ (249,999) | $ (26,334) |
Net loss per share applicable to common stockholders - basic and diluted | $ (0.26) | $ (0.01) | $ (0.36) | $ (0.05) |
Weighted average shares used in computing basic and diluted loss per share | 747,749 | 577,130 | 695,423 | 552,335 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock | Additional Paid-in Capital | Subscription Receivable | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Cumulative Effect, Period of Adoption, Adjustment | Total |
Balance at Dec. 31, 2018 | $ 523,000 | $ 775,741,000 | $ (10,000) | $ 4,802,000 | $ (825,385,000) | $ 1,000,000 | $ 4,802,000 | $ (48,131,000) |
Balance (in shares) at Dec. 31, 2018 | 523,232 | |||||||
Issuance of common stock and warrants for cash in a registered direct offering | $ 11,000 | 1,199,000 | 1,210,000 | |||||
Issuance of common stock and warrants for cash in a registered direct offering (in shares) | 10,450 | |||||||
Issuance of common stock and warrants for conversion of debt and accrued interest | $ 27,000 | 6,993,000 | 7,020,000 | |||||
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares) | 26,234 | |||||||
Warrants exercised for cash | $ 9,000 | 2,210,000 | 2,219,000 | |||||
Warrants exercised for cash (in shares) | 9,532 | |||||||
Reclassification of warrant liabilities related to warrants exercised for cash | 1,759,000 | 1,759,000 | ||||||
Reclassification of warrant liabilities related to cashless warrants exercise | 0 | |||||||
Stock-based compensation | $ 1,000 | 1,559,000 | 1,560,000 | |||||
Stock-based compensation (in shares) | 1,340 | |||||||
Issuance of common shares in connection with a settlement agreement | $ 12,000 | (12,000) | ||||||
Issuance of common shares in connection with a settlement agreement (in shares) | 12,000 | |||||||
Net income (loss) | (27,357,000) | (27,357,000) | ||||||
Cumulative translation adjustment | 1,023,000 | 1,023,000 | ||||||
Balance at Sep. 30, 2019 | $ 583,000 | 789,449,000 | (10,000) | (847,940,000) | 2,023,000 | (55,895,000) | ||
Balance (in shares) at Sep. 30, 2019 | 582,788 | |||||||
Balance at Jun. 30, 2019 | $ 562,000 | 785,648,000 | (10,000) | (841,569,000) | 1,131,000 | (54,238,000) | ||
Balance (in shares) at Jun. 30, 2019 | 562,462 | |||||||
Issuance of common stock and warrants for cash in a registered direct offering | $ 11,000 | 1,199,000 | 1,210,000 | |||||
Issuance of common stock and warrants for cash in a registered direct offering (in shares) | 10,450 | |||||||
Issuance of common stock and warrants for conversion of debt and accrued interest | $ 9,000 | 2,034,000 | 2,043,000 | |||||
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares) | 8,736 | |||||||
Stock-based compensation | $ 1,000 | 568,000 | 569,000 | |||||
Stock-based compensation (in shares) | 1,140 | |||||||
Net income (loss) | (6,371,000) | (6,371,000) | ||||||
Cumulative translation adjustment | 892,000 | 892,000 | ||||||
Balance at Sep. 30, 2019 | $ 583,000 | 789,449,000 | (10,000) | (847,940,000) | 2,023,000 | (55,895,000) | ||
Balance (in shares) at Sep. 30, 2019 | 582,788 | |||||||
Balance at Dec. 31, 2019 | $ 614,000 | 794,900,000 | (10,000) | (841,395,000) | 836,000 | (45,055,000) | ||
Balance (in shares) at Dec. 31, 2019 | 614,292 | |||||||
Issuance of common stock and warrants for cash in a registered direct offering | $ 86,000 | 8,792,000 | (16,000) | 8,862,000 | ||||
Issuance of common stock and warrants for cash in a registered direct offering (in shares) | 85,756 | |||||||
Issuance of common stock and warrants for conversion of debt and accrued interest | $ 43,000 | 13,383,000 | 0 | 0 | 0 | 13,426,000 | ||
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares) | 42,764 | |||||||
Warrants exercised for cash | $ 35,000 | 9,591,000 | 0 | 0 | 0 | 9,626,000 | ||
Warrants exercised for cash (in shares) | 34,746 | |||||||
Reclassification of warrant liabilities related to warrants exercised for cash | $ 0 | $ 11,228,000 | $ 0 | 0 | 0 | $ 11,228,000 | ||
Cashless warrants exercise | 222 | 0 | 0 | 0 | ||||
Reclassification of warrant liabilities related to cashless warrants exercise | $ 0 | $ 133,000 | $ 0 | $ 133,000 | ||||
Beneficial conversion feature related to amended convertible note | 0 | 44,000 | 0 | 44,000 | ||||
Stock-based compensation | $ 2,000 | 39,305,000 | 0 | 0 | 0 | 39,307,000 | ||
Stock-based compensation (in shares) | 1,923 | |||||||
Net income (loss) | $ 0 | 0 | 0 | (249,522,000) | 0 | (249,522,000) | ||
Cumulative translation adjustment | 0 | 0 | 0 | 0 | (477,000) | (477,000) | ||
Balance at Sep. 30, 2020 | $ 780,000 | 877,376,000 | (26,000) | (1,090,917,000) | 359,000 | (212,428,000) | ||
Balance (in shares) at Sep. 30, 2020 | 779,703 | |||||||
Balance at Jun. 30, 2020 | $ 722,000 | 811,526,000 | (31,000) | (896,821,000) | 1,599,000 | (83,005,000) | ||
Balance (in shares) at Jun. 30, 2020 | 722,158 | |||||||
Issuance of common stock and warrants for cash in a registered direct offering | $ 18,000 | 3,891,000 | 0 | 0 | 0 | 3,909,000 | ||
Issuance of common stock and warrants for cash in a registered direct offering (in shares) | 17,177 | |||||||
Issuance of common stock and warrants for conversion of debt and accrued interest | $ 20,000 | 8,758,000 | 0 | 0 | 0 | 8,778,000 | ||
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares) | 20,146 | |||||||
Warrants exercised for cash | $ 19,000 | 5,610,000 | 5,629,000 | |||||
Warrants exercised for cash (in shares) | 19,050 | |||||||
Reclassification of warrant liabilities related to warrants exercised for cash | 8,507,000 | 8,507,000 | ||||||
Cashless warrants exercise | 222 | |||||||
Reclassification of warrant liabilities related to cashless warrants exercise | 133,000 | 133,000 | ||||||
Beneficial conversion feature related to amended convertible note | 44,000 | 44,000 | ||||||
Proceeds from investor to offset subscription receivable | 5,000 | 5,000 | ||||||
Stock-based compensation | $ 1,000 | 38,907,000 | 0 | 0 | 0 | 38,908,000 | ||
Stock-based compensation (in shares) | 950 | |||||||
Net income (loss) | $ 0 | 0 | 0 | (194,096,000) | 0 | (194,096,000) | ||
Cumulative translation adjustment | 0 | 0 | 0 | 0 | (1,240,000) | (1,240,000) | ||
Balance at Sep. 30, 2020 | $ 780,000 | $ 877,376,000 | $ (26,000) | $ (1,090,917,000) | $ 359,000 | $ (212,428,000) | ||
Balance (in shares) at Sep. 30, 2020 | 779,703 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Warrant liability | $ 2.5 | |||
Payments of Stock Issuance Costs | $ 0.2 | $ 0.2 | 0.6 | $ 0.2 |
Direct Offering [Member] | ||||
Warrant liability | $ 1.4 | $ 1 | $ 8 | $ 1 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (249,522) | $ (27,357) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization | 33 | 16 |
Amortization of debt discount | 1,991 | 1,020 |
Change in fair value of derivatives | 175,170 | 2,360 |
Loss from extinguishment of debt | 4,260 | 508 |
Amortization of operating lease right-of-use asset | 249 | 435 |
Stock-based compensation related to warrants modification | 0 | 3 |
Stock-based compensation for services | 39,307 | 1,560 |
Non-cash interest expense | 4,270 | 0 |
Subtotal of non-cash charges | 225,280 | 5,902 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 146 | (1,059) |
Other non-current assets | (12) | (23) |
Accounts payable and accrued expenses | 986 | 62 |
Related party accounts payable and accrued expenses | 1,080 | (3,412) |
Lease liabilities | 152 | 6 |
Net cash used in operating activities | (21,890) | (25,881) |
Cash Flows from Investing Activities: | ||
Purchase of equipment and construction in progress | (3,548) | (246) |
Acquisition of Flaskworks, net of cash | (1,560) | 0 |
Net cash used in investing activities | (5,108) | (246) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock and warrants in a registered direct offering, net | 16,893 | 2,241 |
Proceeds from exercise of warrants | 9,626 | 2,219 |
Proceeds from warrants modification | 4 | 7 |
Proceeds from issuance of notes payable, net | 8,557 | 6,500 |
Proceeds from issuance of convertible notes payable, net | 3,190 | 0 |
Proceeds from issuance of convertible notes payable to related party | 315 | 0 |
Repayment of notes payable | (1,556) | (420) |
Repayment of notes payable to related parties | (64) | (329) |
Repayment of convertible notes payable | (89) | 0 |
Repayment of convertible notes payable to related parties | 0 | (5,400) |
Net cash provided by financing activities | 36,876 | 4,818 |
Effect of exchange rate changes on cash and cash equivalents | (1,000) | 1,055 |
Net increase (decrease) in cash and cash equivalents | 8,878 | (20,254) |
Cash and cash equivalents, beginning of the period | 372 | 22,224 |
Cash and cash equivalents, end of the period | 9,250 | |
Supplemental schedule of non-cash investing and financing activities: | ||
Unpaid consideration related to Flaskworks acquisition | 465 | 0 |
Reclassification of warrant liabilities related to warrants exercised for cash | 11,228 | 1,759 |
Reclassification of warrant liabilities related to cashless warrants exercise | 133 | 0 |
Issuance of common stock and warrants for conversion of debt and accrued interest | 6,850 | 5,533 |
Offering cost related to warrant liability | 3,749 | 1,031 |
Issuance of warrants in conjunction with convertible note payable | 153 | 0 |
Issuance of warrants in connection with debt modification | 395 | 0 |
Warrant modification in connection with debt amendment | 91 | 0 |
Beneficial conversion feature related to amended convertible note | 44 | 0 |
Capital expenditures included in accounts payable and accrued expenses to related parties and affiliates | 1,294 | 710 |
Capital expenditures included in accounts payable | 954 | 0 |
Conversion of outstanding accounts payables to note payable and contingent payable | 0 | 8,560 |
Issuance of common shares in connection with a settlement agreement | 0 | 12 |
Notes payable | ||
Supplemental disclosure of cash flow information | ||
Interest payments | 0 | (43) |
Convertible notes payable | ||
Supplemental disclosure of cash flow information | ||
Interest payments | (11) | 0 |
Related Party [Member] | Notes payable | ||
Supplemental disclosure of cash flow information | ||
Interest payments | (9) | (177) |
Related Party [Member] | Convertible notes payable | ||
Supplemental disclosure of cash flow information | ||
Interest payments | $ 0 | $ (795) |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 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. On August 28, 2020, the Company acquired Flaskworks, LLC (“Flaskworks”), a company that has developed a system to close and automate the manufacturing of cell therapy products such as DCVax®. |
Financial Condition, Going Conc
Financial Condition, Going Concern and Management Plans | 9 Months Ended |
Sep. 30, 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. With the incidence of COVID-19 now rising significantly in both the US and Europe, and expected to continue at a high level through the rest of the fall and the winter, the adverse effects on the Company’s programs may increase and may continue at an increased level throughout this period. The Company has been continuing to make progress in its programs despite these difficulties, so that it can reach data lock, unblind and report the results of the its Phase 3 clinical trial of DCVax-L for Glioblastoma brain cancer, and the Company plans to continue these efforts. 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 was materially slowed by the limited availability or capacity of independent service firms responsible for collecting and confirming the data, by the inability to perform in-person monitoring and other visits to trial sites, 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 very limited since then, due to lockdowns, travel restrictions and hospitals focusing on COVID-19 patients. In addition, manufacturing of DCVax products is impeded by personnel being under lockdown. The buildout of the Sawston facility was delayed in starting due to the construction sector shutdown and restrictions, and was substantially slowed down due to the contractors having to operate under social distancing arrangements. The Company incurred substantially increased costs to have the contractors operate on two shifts daily rather than the normal one shift in order to try to stay in line with planned timelines to the extent feasible. The Company relies upon a large number of independent service firms to carry out most aspects of its programs, particularly the Phase 3 trial of DCVax-L for Glioblastoma and its completion and analyses. These service firms have been substantially impacted by COVID-19 restrictions and limitations, too, with personnel working remotely and having limited availability. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 September 30, 2020, condensed consolidated statements of operations and comprehensive loss, condensed consolidated statement of stockholders’ equity (deficit) for the three and nine months ended September 30, 2020 and 2019, and the condensed consolidated statements of cash flows for the nine months ended September 30, 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 and nine months ended September 30, 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 September 30, 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 and Form 10-K/A filed on June 24, 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 recoverability and useful lives (indefinite) of intangible asset, assessment of impairment of goodwill, 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 other than the additions below. Goodwill and Intangible Assets Goodwill is the excess of purchase price over the fair value of identified net assets of businesses acquired. The Company’s intangible asset with an indefinite life are related to in-process research and development ("IPR&D") programs acquired in the Flaskworks Acquisition, as the Company expects future research and development on these programs to provide the Company with substantial benefit for a period that extends beyond the foreseeable horizon. Intangible assets with indefinite useful lives are measured at their respective fair values as of the acquisition date. The Company does not amortize goodwill and intangible assets with indefinite useful lives. Intangible assets related to IPR&D projects are considered to be indefinite lived until the completion or abandonment of the associated R&D efforts. If and when development is complete, which generally occurs if and when regulatory approval to market a product is obtained, the associated assets would be deemed finite lived and would then be amortized based on their respective estimated useful lives at that point in time. The Company reviews goodwill and indefinite-lived intangible assets at least annually for possible impairment. Goodwill and indefinite-lived intangible assets are reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or the indefinite-lived intangible assets below their carrying values. Goodwill will be tested annually for impairment on October 1. Stock-Based Compensation The Company measures stock-based compensation to employees, consultants, and Board members at fair value on the grant date of the award. Compensation cost is recognized as expense on a straight-line basis over the requisite service period of the award. For awards that have a performance condition, compensation cost is measured based on the fair value of the award on the grant date, the date performance targets are established, and is expensed over the requisite service period for each separately vesting tranche when achievement of the performance condition becomes probable. The Company assess the probability of the performance conditions being met on a continuous basis. Forfeitures are recognized when they occur. The Company estimates the fair value of stock option grants that do not contain market-based vesting conditions using the Black-Scholes option pricing model. The assumptions used in estimating the fair value of these awards, such as expected term, expected dividend yield, volatility and risk-free interest rate, represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company is also required to make estimates as to the probability of achieving the specific performance conditions. If actual results are not consistent with the Company’s assumptions and judgments used in making these estimates, the Company may be required to increase or decrease compensation expense, which could be material to the Company’s consolidated results of operations. 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. Debt In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company is currently evaluating the impact this ASU will have on the its condensed consolidated financial statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 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 September 30, 2020 and December 31, 2019 (in thousands): Fair value measured at September 30, 2020 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs September 30, 2020 (Level 1) (Level 2) (Level 3) Warrant liability $ 194,391 $ — $ — $ 194,391 Embedded conversion option 2,857 — — 2,857 Contingent payable derivative liability 7,384 — — 7,384 Total fair value $ 204,632 $ — $ — $ 204,632 Fair value measured at December 31, 2019 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs December 31, 2019 (Level 1) (Level 2) (Level 3) Warrant liability $ 20,213 $ — $ — $ 20,213 Contingent payable derivative liability 7,261 — — 7,261 Total fair value $ 27,474 $ — $ — $ 27,474 There were no transfers between Level 1, 2 or 3 during the nine-month period ended September 30, 2020. The following table presents changes in Level 3 liabilities measured at fair value for the nine-month period ended September 30, 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). Contingent Embedded Payable Warrant Conversion Derivative Liability Option Liability Total Balance - January 1, 2020 $ 20,213 $ — $ 7,261 $ 27,474 Additional warrant liability 15,744 — — 15,744 Reclassification of warrant liabilities related to warrants exercised for cash and cashless exercise (11,361) — — (11,361) Extinguishement of embedded conversion option due to debt conversion — (3,838) — (3,838) Additional embedded conversion option — 1,443 — 1,443 Change in fair value 169,795 5,252 123 175,170 Balance - September 30, 2020 $ 194,391 $ 2,857 $ 7,384 $ 204,632 A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of September 30, 2020 and December 31, 2019 is as follows: As of September 30, 2020 Warrant Embedded Contingent Payable Liability Conversion Option Derivative Liability Strike price $ 0.25 $ 0.25 $ 0.77 * Contractual term (years) 1.8 1.1 1.5 Volatility (annual) 92 % 92 % 95 % Risk-free rate 0.1 % 0.1 % 0.1 % Dividend yield (per share) 0 % 0 % 0 % As of December 31 2019 Warrant Contingent Payable Liability Derivative Liability Strike price $ 0.21 $ 0.21 * 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 September 30, 2020 and December 31, 2019 |
Flaskworks Acquisition
Flaskworks Acquisition | 9 Months Ended |
Sep. 30, 2020 | |
Flaskworks Acquisition | |
Flaskworks Acquisition | 5. Flaskworks Acquisition On August 28, 2020, the Company completed the acquisition of Flaskworks (the “Acquisition”), whereby Flaskworks became a wholly-owned subsidiary of the Company. The Unit Purchase Agreement was executed and closed on August 28, 2020. The Company acquired 100% of the ownership units of Flaskworks. Flaskworks was previously owned by its technical founders and Corning Inc. The technical team from Flaskworks has joined the Company as part of the Acquisition. It is anticipated that the Flaskworks system will enable substantial scale-up of production volumes of DCVax products and substantial reduction of production costs. The Company’s buildout of the Sawston, UK facility has been designed to proceed in phases, as modules, both for efficiency in the timing of capital costs and to allow flexibility in operations and usage. The Company anticipates that implementation of the Flaskworks system will enable certain phases of the buildout to be simplified and streamlined. The total purchase price was approximately $4.3 million, of which $1.7 million was paid in cash at closing, up to $2.01 million will be paid in stock subject to milestone-based vesting (see Note 6), and $0.7 million is to be paid in either cash or stock, or a combination thereof, within 120 days after the closing. On December 16, 2020, $0.1 million was paid in cash upon the seller’s election. Based on the Company's preliminary valuation, the total estimated consideration of $2.2 million has been allocated to assets acquired and liabilities assumed as of the acquisition date as follows (amount in thousands): Cash $ 146 Current assets 135 Fixed assets, net 188 Indefinite-lived intangible asset 1,292 Security deposits 8 Total assets acquired 1,769 Accounts payable (12) Accrued expenses (240) Total liabilities assumed (252) Net identifiable assets acquired 1,517 Goodwill 654 Total estimated consideration (1) $ 2,171 Less unpaid consideration as of September 30, 2020 $ (465) Less cash acquired (146) Total consideraion paid, net of cash acquired $ 1,560 (1) The purchase price allocation excludes $2.01 million stock consideration, which was recorded as stock-based compensation for accounting purposes, although the treatment for tax purposes is anticipated to be different (see Note 6), and $0.2 million payable for services not related to the Acquisition in either cash or stock within 120 days after the closing. The Acquisition was accounted for under the acquisition method of accounting in accordance with US GAAP. As such, results of operations for Flaskworks are included in the accompanying condensed consolidated statements of operations since the Acquisition date, and the assets acquired and liabilities assumed were recorded at their fair value as of the Acquisition date. Accordingly, goodwill has been measured as the excess of the total consideration over the amounts assigned to the identifiable assets acquired and liabilities assumed. Based on the Company's preliminary valuation, the Company recorded goodwill of approximately $0.7 million, which was primarily related to the acquisition of the assembled workforce and other indefinite-lived intangible asset of approximate $1.3 million in connection with the Acquisition. The $0.7 million of goodwill is expected to be deductible for tax purposes. The acquired Licensed IP Agreement was identified as an intangible asset and valued separate and apart from goodwill. Specifically, the Company used the Relief-from-Royalty Method, a form of the Income Approach, to estimate the fair value of the Licensed IP Agreement based on projected sales and cash flow. In application of the Relief-from-Royalty Method, we estimate the value of the Licensed IP Agreement by capitalizing the royalties saved because the Company owns the specific technology and the owner of the technology realizes a benefit from owning the intangible asset rather than paying a rent or royalty for the use of the asset. The royalty rate used for this Licensed IP Agreement was based on the rate and terms indicated in the license agreement that was corroborated with the Company’s external research of third-party royalty rates for technology and patents in the pharma, healthcare, and medical industries. The estimation of fair value was determined based on the projected sales assuming commercialization of Flaskworks’ products and the respective royalty rate, tax affected and discounted to the present using a discount rate based on Flaskworks’ weighted average cost of capital. The preliminary purchase price allocation is adjusted, as necessary, up to one year after the acquisition closing date if management obtains more information regarding asset valuations and liabilities assumed. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Stock-based Compensation | |
Stock-based Compensation | 6. Stock-based Compensation The following table summarizes total stock-based compensation expense for the three and nine months ended September 30, 2020 and 2019 (in thousands): For the three months ended For the nine months ended September 30, September 30, 2020 2019 2020 2019 Research and development $ 14,206 $ 221 $ 14,191 $ 394 General and administrative (1) 24,702 351 25,116 1,169 Total stock-based compensation expense $ 38,908 $ 572 $ 39,307 $ 1,563 (1) The general and administrative expense during the three and nine months ended September 30, 2020 and 2019 is related to the applicable vesting portion of stock options awards made in the past and new options granted during three months ended September 30, 2020 to directors and employees. The Black-Scholes option pricing model is used to estimate the fair value of stock options granted. The weighted average assumptions used in calculating the fair values of stock options that were granted during the nine months ended September 30, 2020 was as follows: For the nine months ended September 30, 2020 Exercise price $ 0.25 Expected term (years) 5.3 Expected stock price volatility 98 % Risk-free rate of interest 0 % The total unrecognized compensation cost was approximately $26.8 million as of September 30, 2020, and will be recognized over the next 2 years. Stock Options Equity Compensation Plan On May 29, 2020, the Board of Directors of the Company approved a new equity compensation plan (the “Plan”). The Company’s prior plan was adopted in 2007, was updated in amended and restated plans that were approved by shareholders in 2012 and 2013, and expired in 2017 (the “Prior Plan”). The Plan is substantially similar to the Prior Plan. The Plan has a 10-year life, and allows for awards to employees, directors and consultants of the Company, as did the Prior Plan. The Plan allows for any type of equity security to be awarded, as did the Prior Plan. The awards and their terms (including vesting) will be determined by the Board and applicable Committees, as was the case under the Prior Plan. The Plan establishes a pool of potential equity compensation equal to twenty percent of the outstanding securities of the Company, which is on an evergreen basis as under the Prior Plan. The following table summarizes stock option activity for the Company’s option plans during the nine months ended September 30, 2020 (amount in thousands, except per share number): Weighted Average Weighted Remaining Number of Average Exercise Contractual Life Total Intrinsic Shares Price (in years) Value Outstanding as of January 1, 2020 104,659 $ 0.24 8.4 $ — Granted (Approved 2018-2020) (1) 203,600 0.25 (3) 10.0 — Forfeited/expired (4,250) 0.22 — — Outstanding as of September 30, 2020 304,009 $ 0.24 9.2 $ 160,717 Options vested (2) 206,232 $ 0.24 8.9 $ 109,819 (1) The options granted during the nine months ended September 30, 2020 included options already approved at various times during the 3 years 2018 – 2020 but not issued until Q3 2020, and also included options that will vest for performance and milestones going forward over the next 2 years. The options included awards to key external consultants and vendors in addition to internal parties. (2) Approximate 121 million vested options as of September 30, 2020 are not exercisable until January 15, 2021. (3) The weighted average exercise price of the Q3 2020 options was initially $0.25. However, subsequently, the exercise price was amended to a weighted average exercise price of $0.36. Stock Options Modification On April 30, 2020, the Company's CEO, Linda Powers agreed to not exercise approximately 39.2 million existing options held by her for 6 months, until November 1, 2020 and correspondingly extended the contractual term for 6 months. The Company recognized approximately $78,000 of incremental stock-based compensation for this modification during the nine months ended September 30, 2020, based on the following weighted average assumptions: Post Modification Pre Modification Exercise price $ 0.23 $ 0.23 Expected term (years) 4.3 4.0 Expected stock price volatility 97 % 97 % Risk-free rate of interest 0 % 0 % For another officer, on August 5, 2020, the Company cancelled 1.75 million options which were originally issued in December 2019, and issued 3 million options (the “Replacement Options”) with an exercise price of $0.22 and vesting of 1/3 immediately and the remaining 2/3 vesting ratably over the following 24 months from the grant date. The incremental stock-based compensation for this modification was approximately $0.3 million based on the following weighted average assumptions, which will be amortized over the new vesting terms. Post Modification Pre Modification Exercise price $ 0.22 $ 0.22 Expected term (years) 5.3 4.7 Expected stock price volatility 96 % 97 % Risk-free rate of interest 0 % 0 % Flaskworks Acquisition On August 28, 2020, the Company entered into a Unit Purchase Agreement (the “Agreement”) to acquire Flaskworks. Included in the consideration pursuant to the Agreement was Stock Consideration in the amount of approximately $2 million. This Stock Consideration is issued in the form of Rights to receive such value in shares issued pursuant to and subject to the vesting criteria set forth in a Rights Issuance Agreement entered into in connection with the closing of Flaskworks Acquisition. Because the Rights were subject to future employment and performance conditions, the Stock Consideration was not included in consideration payable for the Flaskworks Acquisition but rather was recorded as contingent consideration payable to employees for accounting purposes. The Company anticipates that the treatment of this Stock Consideration for tax purposes may be different than for accounting purposes, and will reflect the fact that this Stock Consideration was payment for acquisition of the ownership interests of certain shareholders of Flaskworks. During the three and nine months ended September 30, 2020, the Company recognized approximately $0.3 million stock-based compensation related to the Flaskworks Acquisition. Approximate $0.2 million was recognized in general and administrative and $0.1 million was recognized in research and development. |
Property, Equipment & Construct
Property, Equipment & Construction in Progress | 9 Months Ended |
Sep. 30, 2020 | |
Property, Equipment & Construction in Progress | |
Property, Equipment & Construction in Progress | 7. Property, Equipment & Construction in Progress Property and equipment consist of the following at September 30, 2020 and December 31, 2019 (in thousands): September 30, December 31, Estimated 2020 2019 Useful Life (As Revised) (Note 13) Leasehold improvements $ 81 $ 186 Lesser of lease term or estimated useful life Office furniture and equipment 63 59 3 -5 Computer equipment and software 1,295 611 3 -5 Land in the United Kingdom 87 90 NA 1,526 946 Less: accumulated depreciation (707) (665) Total property, plant and equipment, net $ 819 $ 281 Construction in progress $ 7,135 $ 1,685 Depreciation expenses were approximately $17,000 and $8,000 for the three months ended September 30, 2020 and 2019, respectively, and were approximately $33,000 and $16,000 for the nine months ended September 30, 2020 and 2019, respectively. Construction in Progress In connection with the Company’s manufacturing facility in U.K, the Company has incurred and is incurring costs with certain vendors to design and build out the initial stage of the facility. Additionally, the Company purchased certain manufacturing equipment that will be installed in connection with the buildout. These costs were all capitalized and recorded as part of construction in progress as of September 30, 2020. Upon completion of the buildout, all costs associated with the buildout will be recorded as manufacturing equipment or leasehold improvement, and amortized over the estimated useful life of the facility. |
Outstanding Debt
Outstanding Debt | 9 Months Ended |
Sep. 30, 2020 | |
Outstanding Debt | |
Outstanding Debt | 8. Outstanding Debt The following two tables summarize outstanding debt as of September 30, 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 % $ 0.27 1,575 (54) — 1,521 10% unsecured (3) 11/24/2020 10 % $ 0.34 1,390 (41) — 1,349 8% unsecured (4) 11/1/2020 8 % $ 0.25 550 (113) 1,702 2,139 3,650 (208) 1,702 5,144 Short term convertible notes payable - related parties 10% unsecured - Related Parties (5) On Demand 10 % N/A 315 — 1,155 1,470 315 — 1,155 1,470 Short term notes payable 8% unsecured (6) Various 8 % N/A 2,994 (145) — 2,849 10% unsecured (7) Various 10 % N/A 263 — — 263 12% unsecured (8) On Demand 12 % N/A 440 — — 440 3,697 (145) — 3,552 Long term notes payable 1% unsecured(10) 5/14/2022 1 % N/A 401 — — 401 8% unsecured (12) Various 8 % N/A 7,160 (591) — 6,569 6% secured (13) 3/25/2025 6 % N/A 1,738 — — 1,738 9,299 (591) — 8,708 Ending balance as of September 30, 2020 $ 16,961 $ (944) $ 2,857 $ 18,874 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 (6) Various 8 % N/A 555 (43) 512 10% unsecured (7) Various 10 % N/A 3,551 (73) 3,478 12% unsecured (8) On Demand 12 % N/A 440 — 440 0% unsecured (9) 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 (11) On Demand 10 % N/A 66 — 66 66 — 66 Long term notes payable 8% unsecured (5) 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 September 30, 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 “February Notes”) with multiple holders (the “Holders”) for an aggregate principal amount of $1.0 million. The Notes are convertible into common shares of the Company at $0.21 per share and bear interest at the rate of 10% per annum. Upon issuance of the February Notes, the Holders also received a 2 -year warrant to purchase a total of 1.4 million common shares of the Company at an exercise price of $0.35 per share. The fair value of the warrants was approximately $79,000 on the grant date. In April 2020, the Company entered into a six-month convertible note (the “April Note”) with an individual investor (the “Holder”) with an aggregate principal amount of $0.8 million for cash proceeds of $0.7 million. The Company also incurred approximately $69,000 placement agent costs, including both a cash fee and the fair value of common stock warrants issued to the placement agent, which was recognized as additional debt discount. The April Note bears interest at the rate of 10% per annum and is convertible into common shares of the Company at $0.17 per share plus a warrant to purchase a number of exercise shares equal to 50% of the number of common shares issued upon conversion (the “Conversion Warrants”). The Conversion Warrants will be exercisable until April 9, 2022 beginning on November 1, 2020, with an exercise price of $0.20 per share. The conversion option within the April Note is required to be bifurcated at fair value, which was approximately $0.4 million on the issuance date, resulting in additional debt discount to the April Note. As consideration for entering into the April Note, the Company also agreed to amend the Holder’s existing outstanding warrants to purchase 5.1 million common shares of the Company. The exercise price of the warrants was amended from $0.25 per share to $0.20 per share. The incremental change in fair value resulting from the amendment was approximately $51,000, which was recognized as additional debt discount to the April Note. On August 3, 2020, the Company converted approximately $0.8 million of outstanding principal and $26,000 of accrued interest of the April Note into approximately 5.1 million shares of common stock and 2.5 million warrants with fair value of approximately $2.4 million. The Company also extinguished $1.5 million embedded derivative liability and $0.2 million unamortized debt discount upon the conversion. The Company recorded approximately $0.3 million debt extinguishment loss. In April 2020, the Company entered into a Note Amendment Agreement (the “Amendment”) with an individual holder of a short-term convertible note, primarily to agree on the following changes: - - - - The amendment was recognized as a debt extinguishment, resulting in a loss on debt extinguishment of approximately $70,000. (3) On August 5, 2020, the Company amended a $1.5 million note payable. The note became convertible at a conversion price of $0.34. The amendment was accounted as debt extinguishment, which was also part of debt conversion as described in the Note 8 (7) below. (4) In May 2020, the Company entered into a six-month convertible note (the “May Note”) with an individual investor (the “Holder”) with an aggregate principal amount of $0.6 million. The May Note contains OID in the amount of $50,000. The May Note bears interest at the rate of 8% per annum and is convertible into common shares of the Company at $0.25 plus a warrant to purchase a number of exercise shares equal to 40% of the number of common shares issued upon conversion (the “Conversion Warrants”). The Conversion Warrants will be exercisable until November 28, 2022 beginning on November 1, 2020 with exercise price of $0.25 per share. The conversion option within the May Note is required bifurcated at fair value, which was approximately $0.5 million on the issuance date, resulting in additional debt discount to the May Note. In August 2020, the Company entered into another convertible note (the "August Note") with the same investor as the May Note (the "Holder") with an aggregate principal amount of $1.1 million. The August Note contains OID in the amount of $110,000. The August Note bears interest at the rate of 8% per annum and is convertible into common shares of the Company at $0.345 plus a warrant to purchase a number of exercise shares equal to 35% of the number of common shares issued upon conversion (the "Conversion Warrants"). The Conversion Warrants will be exercisable until February 4, 2023 beginning on December 15, 2020 with exercise price of $0.34 per share. The conversion option within the August Note is required to be bifurcated at fair value, which was approximately $0.6 million on the issuance date, resulting in additional debt discount to the August Note. On September 29, 2020, the Company converted entire $1.1 million of August Note into approximately 3.3 million shares of the Company's common stock and 1.1 million warrants with fair value of approximate $3.3 million. The Company also extinguished $2.3 million embedded derivative liability and $0.5 million unamortized debt discount upon the conversion. The company recorded approximately $0.4 million debt extinguishment loss. (5) Between February and May 2020, the Company entered into multiple demand loan agreements with Leslie Goldman, the Company’s Senior Vice President, General Counsel, for an aggregate principal amount of $0.3 million (the “Goldman Notes”). The Goldman Notes bear interest rate at 10% per annum, and are repayable upon 15 days ' notice from Mr. Goldman. The Goldman Notes are convertible into common shares of the Company at conversion prices ranging from $0.23 to $0.25 per share. Additionally, the Company agreed to issue warrants to Mr. Goldman to purchase 0.6 million shares of the Company’s common stock (the “Initial Warrants”) in conjunction with the Goldman Notes. The Initial Warrants have a five - year Upon conversion, Mr. Goldman will also receive a five-year term warrant to purchase a number of the Company’s common shares equal to 50% of the number of common shares issued upon conversion of the Goldman Notes (the “Conversion Warrants”). The Conversion Warrants will be exercisable at $0.25 per share. (6) During the nine months ended September 30, 2020, the Company converted approximately $4.6 million of outstanding principal and $0.6 million of accrued interest into approximately 28.3 million shares of the Company’s common stock with a fair value of $7 million. The Company recognized approximately $1.8 million in debt extinguishment loss from this conversion. (7) In May 2020, the Company converted approximately $0.3 million of outstanding principal and accrued interest into approximately 1.3 million shares of the Company’s common stock with a fair value of $0.5 million. The Company recognized approximately $0.2 million in debt extinguishment loss from this conversion. In August 2020, the Company extinguished approximately $1.5 million of outstanding principal and accrued interest into approximately 4.8 million shares of the Company's common stock and 1.7 million warrants. The Company also modified certain existing warrants and issued additional 6.5 million warrants consideration for certain suspension. The Company also agreed to amend the remaining outstanding $1.5 million outstanding debt, see Note 8 (3). The Company recognized approximately $1.6 million in debt extinguishment loss from this transaction. During the nine months ended September 30, 2020, the Company entered into multiple Note Extension Agreements with multiple holders, primarily resulting in the following changes: - Extended the maturity dates of promissory notes with outstanding principal balances aggregating approximately $3.3 million for an additional 6 to 12 months from the original maturity date; - Issued new 2-year warrants to purchase up to 10.3 million shares of the Company’s common stock at an exercise prices ranging from $0.20 and $0.23 per share valued at approximately $0.5 million on the amendment date; The Note Extension Agreements for approximately $2.3 million of outstanding principal of promissory notes was recognized as a debt modification, while the amendments for approximately $1.0 million of outstanding principal of promissory notes was recognized as a debt extinguishment, resulting in a loss on extinguishment of debt of approximately $0.1 million. (8) The $440,000 balance of outstanding principal as of September 30, 2020 and December 31, 2019 consists of two separate 12% demand notes in the amounts of $300,000 and $140,000. (9) 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. During the nine months ended September 30, 2020, the Company made full repayment of $1.2 million to the note holder. (10) PPP Loan The Company received a loan under the Coronavirus Aid, Relief and Economic Security (“CARES”) Act’s Paycheck Protection Program (“PPP”). The PPP loan was received on May 20, 2020 in the amount of $0.4 million. The current terms of the PPP loan is two years with a maturity date of May 20, 2022 and it contains a favorable fixed annual interest rate of 1.00%. Payments of principal and interest on the PPP Loan are deferred for the first six months of the term of the PPP Loan until November 20, 2020. The Company used the loan to make payments for payroll, health and disability insurance and rent. The Company submitted a PPP loan forgiveness application to the Lender on October 26, 2020, with the amount which may be forgiven equal to the sum of qualifying expenses, including payroll costs, covered rent obligations, and covered utility payments incurred by the Company during the twenty-four week period beginning on May 20, 2020, calculated in accordance with the terms of the CARES Act. The forgiveness application was approved on December 7, 2020. (11) 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 bore interest at 10% per annum, and is payable upon demand, with 7 days’ prior written notice to the Company. During the nine months ended September 30, 2020, the Company made full repayment to Advent, including all outstanding interest. (12) During the nine months ended September 30, 2020, the Company entered into two note purchase agreements (the “Notes”) with same investor for an aggregate principal amount of approximate $7.2 million. The Notes bear interest at 8% per annum with 21-month term. There are no repayments during the first 7 months of the term. The Notes are amortized in 14 installments starting in month 8. The Notes carry an original issue discount of $650,000 and $10,000 legal costs that were reimbursable to the investor. (13) 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 current 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 agreed to enter into a Security Agreement with the Lender under which the Company is to grant 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. Such security interest on the 17-acre property will be released upon completion of repayment. The following table summarizes total interest expenses related to outstanding notes for the three and nine months ended September 30, 2020 and 2019, respectively (in thousands): For the three months ended For the nine months ended September 30, September 30, 2020 2019 2020 2019 Interest expenses related to outstanding notes: Contractual interest $ 344 $ 330 $ 936 $ 881 Amortization of debt discount 918 357 1,869 1,020 Total interest expenses related to outstanding notes 1,262 687 2,805 1,901 Interest expenses related to outstanding notes to related parties: Contractual interest 8 36 19 364 Amortization of debt discount — — 122 — Total interest expenses related to outstanding notes to related parties 8 36 141 364 Interest expenses related to forbearance of debt to related parties 4,270 — 4,270 — Other interest expenses — 1 8 2 Total interest expense $ 5,540 $ 724 $ 7,224 $ 2,267 |
Net Loss per Share Applicable t
Net Loss per Share Applicable to Common Stockholders | 9 Months Ended |
Sep. 30, 2020 | |
Net Loss per Share Applicable to Common Stockholders | |
Net Loss per Share Applicable to Common Stockholders | 9. Net Loss per Share Applicable to Common Stockholders Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similar to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. The following securities were not included in the diluted net loss per share calculation because their effect was anti-dilutive as of the periods presented (in thousands): For the nine months ended September 30, 2020 2019 Common stock options 304,009 101,659 Common stock warrants 341,798 340,769 Contingently issuable warrants — 11,739 Convertible notes and accrued interest 16,193 2,559 Potentially dilutive securities 662,000 456,726 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions | |
Related Party Transactions | 10. Related Party Transactions Advent BioServices Agreements 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. The Ancillary Services Agreement had an original term of 8 months, which ended in July 2020. The Company extended the term by 12 months, and did not make any other changes. Related Party Expenses and Accounts Payable The following table summarizes expenses incurred to related parties (i.e., amounts invoiced) during the three and nine months ended September 30, 2020 and 2019 (amount in thousands) (some of which remain unpaid as noted in the second table below): For the three months ended For the nine months ended September 30, September 30, 2020 2019 2020 2019 (As Revised) (Note 13) (As Revised) (Note 13) Advent BioServices $ 1,435 $ 1,347 $ 4,186 $ 4,319 During the three and nine months ended September 30, 2020, the Company capitalized $0.5 million and $1.3 million costs related to Sawston buildout in addition to the costs disclosed in the above table. During the three and nine months ended September 30, 2019, the Company capitalized $0.2 million and $0.7 million costs related to Sawston buildout in addition to the costs disclosed in the above table. The following table summarizes outstanding unpaid unpaid These unpaid amounts include part of the expenses reported in the table above and also certain expenses incurred in prior periods. September 30, 2020 December 31, 2019 (As Revised) (Note 13) Advent BioServices – amount invoiced $ 1,739 $ 834 Advent BioServices – amount accrued 3,167 3,002 Accounts payable and accrued expenses to Advent BioServices $ 4,906 3,836 Loans from Related Parties to the Company Loan from Advent BioServices 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 nine months ended September 30, 2020, the Company made full repayment of $73,000 to Advent, including all outstanding interest. Loan from Leslie Goldman During the nine months ended September 30, 2020, the Company's Senior Vice President, General Counsel, Leslie Goldman, loaned the Company $315,000 pursuant to various convertible notes (the “Notes”). The Notes bear interest rate at 10% per annum and fifty percent warrant coverage, and are repayable upon 15 days' notice from the holder. The Notes are convertible, in whole or in part, into stock together with warrants. The Notes are still outstanding as of September 30, 2020 (see Note 8(5) for further details). Warrants issued to Linda Powers As previously reported in a Form 4 filing, on July 2, 2020, the Company issued approximately 15.2 million warrants (the "Forbearance Warrants") to Ms. Powers in consideration for Ms. Powers' forbearance and extension of loans of $5.4 million from Ms. Powers to the Company. These warrants were approved by the Board in November 2018 when the loans were long overdue, as previously reported, and the warrants were re-approved in January 2020, but were not issued until July 2, 2020. The Forbearance Warrants have an exercise price of $0.21 per share with 5-year contractual term. The fair value of the Forbearance Warrants was approximately $4.3 million on the grant date, which was recognized as an additional interest expense. The following table summarizes total interest expenses related to outstanding notes to related parties for the three months and nine months ended September 30, 2020 and 2019, respectively (in thousands): For the three months ended For the nine months ended September 30, September 30, 2020 2019 2020 2019 Interest expenses related to outstanding notes to related parties: Contractual interest $ 8 $ 36 $ 19 $ 364 Amortization of debt discount — — 122 — Interest expenses related to forbearance of debt to related parties 4,270 — 4,270 — Total interest expense $ 4,278 $ 36 $ 4,411 $ 364 |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Deficit | |
Stockholders' Deficit | 11. Stockholders’ Deficit Common Stock Registered Direct Offering Between January and February 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 nine months ended September 30, 2020. During April 2020, the Company issued an aggregate of 19.9 million shares of its common stock and 11.3 million new issued warrants in a registered direct offering (the "April Financing"). The common stock was offered at a price of $0.153 per share. The warrants are exercisable at $0.20 per share. The net proceeds from the April Financing were approximately $3.0 million, after deducting offering costs of $68,000 paid by the Company. During May 2020, the Company issued an aggregate 14.2 million shares of its common stock and 5.6 million new issued warrants in a registered direct offering (the "May Financing"). 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. The Company received approximately $2.9 million from the May Financing. All of the warrants issued in the May Financings are not exercisable 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. On August 5, 2020, the Company entered into financings totaling approximately $8 million (the "August Financing"). The financings were comprised of: ● Approximately $7 million from an offering at $0.32 per share of newly registered common stock of approximately 21.8 million shares with 20-35% warrants exercisable at $0.34 per share for approximately 5.3 million shares, with an exercise period of 18 to 30 months , and ● $1 million from a convertible note (the "August Note") which is convertible at $0.345 per share. The August Note carries no warrants unless it is converted. If, and only to the extent, the note is converted it will carry 35% warrants exercisable at $0.34 per share. ● All of the new warrants issued in the August Financing were suspended until December 15, 2020. ● In addition, as part of these agreements, the investors who have existing outstanding warrants that had not yet been suspended, suspended approximately 75.5 million additional existing warrant exercise shares until December 15, 2020. In consideration for the suspension of the 75.5 million existing warrant shares as part of the August Financing, the Company issued approximately 12.5 million warrants with an exercise price of $0.34 per share and an exercise period ranging from approximately 13.5 to 25.5 months following the termination of the suspensions. These suspension consideration warrants were also suspended until the same December date. ● Only the common stock sold directly or underlying the warrants and convertible note are being registered in this transaction. Debt Conversion During the nine months ended September 30, 2020, the Company converted approximately $9 million outstanding debt and interest into 42.8 million shares of common stock and 5.3 million warrants. Stock Purchase Warrants The following is a summary of warrant activity for the nine months ended September 30, 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 1.42 Warrants granted 80,809 0.24 Warrants exercised for cash (34,746) 0.28 Cashless warrants exercise (381) 0.26 Warrants expired and cancellation (63,357) 0.31 Outstanding as of September 30, 2020 341,798 $ 0.25 1.80 Warrant Adjustments Between April and August 2020, the Company undertook negotiations related to certain warrant adjustments, including suspending certain outstanding warrants, making them unexercisable for a defined period, and suspending extensions of the warrants during that period. 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 terms 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 warrants for the purchase of approximately 81 million shares of the Company’s common stock. The Company agreed to issue new warrants to purchase 14.2 million shares of the Company’s common stock to these investors under the suspension agreements, and these additional warrants were also suspended until November 1, 2020. On August 5, 2020, the investors who had existing outstanding warrants, that had not yet been suspended, suspended approximately 75.5 million additional existing warrant exercise shares until December 15, 2020. In consideration for the suspension of the 75.5 million existing warrant shares as part of the August Financing, the Company issued approximately 12.5 million warrants with an exercise price of $0.34 per share and an exercise period ranging from approximately 13.5 to 25.5 months following the termination of the suspensions. These suspension consideration warrants were also suspended until December 15, 2020. As also previously reported, on April 30, 2020, the Company 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 See Note 14 below under Subsequent Events for more information about further warrant suspensions. Warrants Exercised for Cash During the nine months ended September 30, 2020, the Company received aggregate proceeds of approximately $9.6 million from the exercise of warrants with an exercise price between $0.20 and $0.40. The Company issued approximately 34.7 million shares of common stock upon exercise of these warrants. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 12. 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 September 30, 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 (amount in thousands): For the Nine Months ended September 30, 2020 U.K U.S Total Lease cost Operating lease cost $ 453 $ 247 $ 700 Short-term lease cost 33 — 33 Variable lease cost 45 16 61 Total $ 531 $ 263 $ 794 Other information Operating cash flows from operating leases $ (496) $ (249) $ (745) Weighted-average remaining lease term - operating leases 9.4 0.4 Weighted-average discount rate - operating leases 12 % 12 % For the Nine Months ended September 30, 2019 U.K U.S Total Lease cost Operating lease cost $ 454 $ 165 $ 619 Short-term lease cost 38 81 119 Variable lease cost — 11 11 Total $ 492 $ 257 $ 749 Other information Operating cash flows from operating leases $ — $ (162) $ (162) Weighted-average remaining lease term – operating leases 10.2 1.1 Weighted-average discount rate – operating leases 12 % 12 % The Company recorded lease costs as a component of general and administrative expense during the nine months ended September 30, 2020 and 2019, respectively. Maturities of the operating leases, excluding short-term leases, are as follows: U.K U.S Total Remaining three months ended December 31, 2020 $ 161 $ 167 $ 328 Year ended December 31, 2021 644 84 728 Year ended December 31, 2022 644 — 644 Year ended December 31, 2023 644 — 644 Year ended December 31, 2024 644 — 644 Thereafter 8,990 — 8,990 Total 11,727 251 11,978 Less present value discount (6,992) (89) (7,081) Operating lease liabilities included in the Condensed Consolidated Balance Sheet at September 30, 2020 $ 4,735 $ 162 $ 4,897 German Tax Matter The German tax authorities have audited our wholly owned subsidiary, NW Bio GmbH, for 2013-2015. During those years, NWBio, Inc. sent funds to NWBio GmbH to pay for operating expenses and costs associated with the Phase III clinical trial. The German tax authorities have asserted that the subsidiary should have deem was In addition, the German tax authorities are seeking to deem that all of the funds provided by NW Bio Inc. to NW Bio GmbH during 2013-2015 for operating expenses and clinical trial costs were distributed back to NW Bio Inc. as a “dividend” by NW Bio GmbH – even though all of the funds were, in fact, used for operating expenses and clinical trial costs in Germany, and no funds were ever distributed back to NW Bio Inc. as a “dividend” from NW Bio GmbH. Based upon the supposed deemed “dividend” of the entire funds provided by NW Bio Inc. to NW Bio GmbH during 2013-2015, the German tax authorities are seeking to impose withholding tax on this entire amount, plus penalties and interest for the deemed withholding tax being overdue. Under the US-German Tax Treaty, if we were to pay this withholding tax, we are supposed to then receive a refund of this tax (though not the interest and penalties). The deemed “profit margin” never existed, and the deemed “dividend” also never existed -- both of these assessments are contrary to the facts. Although it is late in the administrative process, we have mobilized additional tax and accounting experts both in Germany and in the US to assist us in objecting to these deemed assessments and taxes and in seeking to have them withdrawn or overruled. We plan to fight these assessments through the administrative procedures with the German tax authorities and, if necessary, the German tax court. However, in parallel, we are also pursuing settlement with the German tax authorities for an immaterial sum. In July, the Company received a subpoena from the SEC requesting more information. We are cooperating with this query. It is still too early at this point to determine what tax amounts may ultimately be owed. In July, NW Bio GmbH submitted substantial documentation to refute the assessments of the German tax authorities. During the subsequent period, NW Bio GmbH has received a demand for payment of the previous assessment and penalties from Leipzig enforcement officials. However, recently NW Bio GmbH received a response from the tax authorities responsible for calculating a revised assessment, which indicated that the tax authorities are open to negotiations and provided a significantly reduced proposed assessment if NW Bio GmbH is interested in settling the matter. NW Bio GmbH is reviewing the offer and has been requested to respond by January 15, 2021. If the offer is not accepted there can be no assurance that the German tax authorities will agree to further discussions and to approaches under the German-US tax treaty and OECD Transfer Pricing that would result in our calculations that there is no, or minimal, tax liability. Given the parallel tracks we are employing, the Company is not currently able to reasonably estimate the amount that NW Bio GmbH may ultimately have to pay for this matter. For the three years at issue, the German Tax authorities have offered to settle for a tax of less than €500,000 (approximate $585,000 as of September 30, 2020) plus penalties, as well as a withholding tax that should be fully refundable to the Company of approximately €2.2 million (approximate $2.6 million as of September 30, 2020). After considering further proceedings (including application of the US-German tax treaty), under its evaluation under ASC 740, it is the view of the Company currently that it is not more likely than not that the resolution of these tax matters will ultimately result in a net material charge to the Company. |
Revision to Prior Period Financ
Revision to Prior Period Financial Statements | 9 Months Ended |
Sep. 30, 2020 | |
Revision to Prior Period Financial Statements | |
Revision to Prior Period Financial Statements | 13. Revision to Prior Period Financial Statements During the course of preparing the quarterly report on Form 10-Q for the three and nine month period ended September 30, 2020, and 2019, the Company identified an error in its accrual and capitalization related to the Sawston Facility and research and development costs under the Advent Ancillary Services Agreement. This resulted in an understatement of construction in progress of $1.5 million as of December 31, 2019, and an understatement of accounts payable and accrued expenses to related parties and affiliates of $3.0 million as of December 31, 2019. For the three and nine months ended September 30, 2019, this also resulted in an understatement of research and development expense of approximately $0.1 million and $0.4 million, respectively. The Company concluded that the error was not material to any prior annual period and the error had no material impact to any prior interim period. Nevertheless, the Company has revised its historical consolidated financial statements to properly reflect research and development expenses, capitalization of construction in progress and accrued liabilities in the prior periods. The effect of the revisions to the consolidated financial statements is as follows (amount in thousands): Consolidated Balance Sheet As of December 31, 2019 As Previously Reported Adjustments As Revised Construction in progress $ 171 $ 1,514 $ 1,685 Total non-current assets 5,929 1,514 7,443 TOTAL ASSETS $ 9,129 $ 1,514 $ 10,643 Accounts payable and accrued expenses to related parties and affiliates $ 842 $ 3,002 $ 3,844 Total current liabilities 41,194 3,002 44,196 Total liabilities 52,696 3,002 55,698 Accumulated deficit (839,907) (1,488) (841,395) Total stockholders' deficit (43,567) (1,488) (45,055) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 9,129 $ 1,514 $ 10,643 Consolidated Statement of Operations For the three months ended For the nine months ended September 30, 2019 September 30, 2019 As Previously As Previously Reported Adjustments As Revised Reported Adjustments As Revised Research and development expenses $ 3,409 $ 129 $ 3,538 $ 9,704 $ 388 $ 10,092 Total operating costs and expenses 7,049 129 7,178 22,372 388 22,760 Loss from operations (6,456) (129) (6,585) (20,859) (388) (21,247) Net loss $ (6,242) $ (129) $ (6,371) $ (26,969) $ (388) $ (27,357) Total comprehensive loss $ (5,350) $ (129) $ (5,479) $ (25,946) $ (388) $ (26,334) Consolidated Statement of Cash Flows For the nine months ended September 30, 2019 As Previously Reported Adjustments As Revised Cash Flows from Operating Activities: Net loss $ (26,969) $ (388) $ (27,357) Related party accounts payable and accrued expenses (3,800) 388 (3,412) Net cash used in operating activities $ (25,881) $ — $ (25,881) Supplemental schedule of non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued expenses to related parties and affiliates $ — $ 710 $ 710 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events | |
Subsequent Events | 14. Subsequent Events Registered Offering On October 12, 2020, the Company entered into financings totaling approximately $11.9 million (the “Offering”). The financings were comprised of: ● Approximate $10 million from an offering at $0.816 per share (based upon the average 10 day closing price ending on October 12, 2020) of newly registered common stock of approximately 12.2 million shares with 30% warrants with an exercise price of $2.00 per share and an exercise period of 12 months (following a 3-month suspension after issuance), and ● Approximate $1.9 million from a convertible note which is convertible at $0.85 per share (the “Note”). The Note carries no warrants unless it is converted. If, and only to the extent, the Note is converted it will carry 30% warrants with an exercise price of $2.00 per share and an exercise period of 12 months (following a 3-month suspension after issuance) ● All of the new warrants issued in the Offering are suspended until January 15, 2021. In addition, as part of these agreements, certain investors who have existing outstanding warrants that have not yet been suspended are now suspending approximately 3.5 million additional existing warrant exercise shares until January 15, 2021. In consideration for the suspension of the 3.5 million existing warrant shares as part of the Offering, the Company issued approximately 261,000 warrants with an exercise price of $2.00 per share and an exercise period of 12 months (following a 3-month suspension after issuance). These suspension consideration warrants are also suspended until the same January date. Warrant and Option Adjustments Approximately 171 million warrants and options were previously suspended and not exercisable until November 1, 2020, as reported by the Company in May 2020. On October 31, 2020, the Company further extended the suspension of approximately 157 million of those 171 million warrants and options through December 15, 2020. Furthermore, other holders agreed to new suspensions of approximately 21 million additional warrants (in addition to the 157 million suspended as noted above) through December 15, 2020, making for a total of approximately 178 million suspensions through December 15, 2020. Still another 96 million warrants (beyond the 178 million described above) were also suspended earlier in connection with other new share purchases. Consequently, a total of approximately 274 million warrants and options were suspended through December 15, 2020. In consideration for the forgoing suspensions, the Company agreed to extend the exercise period of each suspended warrant by the same amount of time as the suspension period, and provided for approximately 5 million warrants to be issued to the holders of the 178 million suspended warrants and options. To date, the Company has issued such warrant consideration to some of the holders of suspended warrants and options, and is in ongoing discussions with the other holders. Warrants Exercised for Cash and Cashless Warrants Exercise Between October and December 2020, the Company received $4.3 million from the exercise of warrants with an exercise price between $0.153 and $0.50. The Company issued approximately 12.8 million shares of common stock upon these warrant exercises. Between October and November 2020, certain warrants allowing for cashless exercise were exercised, with exercise prices between $0.22 and $0.52. The Company issued approximately 0.9 million shares of common stock upon 1.3 million warrant exercises. Debt Conversion Between October and November 2020, the Company converted approximately $4.7 million outstanding debt and interest into approximately 15.6 million shares of common stock. Flaskworks Shares Issuance On December 1, 2020, the Company issued 1.5 million shares of common stock based upon the Flaskworks team having completed a significant milestone, in accordance with the Rights Issuance Agreement entered on August 28, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 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 September 30, 2020, condensed consolidated statements of operations and comprehensive loss, condensed consolidated statement of stockholders’ equity (deficit) for the three and nine months ended September 30, 2020 and 2019, and the condensed consolidated statements of cash flows for the nine months ended September 30, 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 and nine months ended September 30, 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 September 30, 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 and Form 10-K/A filed on June 24, 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 recoverability and useful lives (indefinite) of intangible asset, assessment of impairment of goodwill, 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 other than the additions below. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is the excess of purchase price over the fair value of identified net assets of businesses acquired. The Company’s intangible asset with an indefinite life are related to in-process research and development ("IPR&D") programs acquired in the Flaskworks Acquisition, as the Company expects future research and development on these programs to provide the Company with substantial benefit for a period that extends beyond the foreseeable horizon. Intangible assets with indefinite useful lives are measured at their respective fair values as of the acquisition date. The Company does not amortize goodwill and intangible assets with indefinite useful lives. Intangible assets related to IPR&D projects are considered to be indefinite lived until the completion or abandonment of the associated R&D efforts. If and when development is complete, which generally occurs if and when regulatory approval to market a product is obtained, the associated assets would be deemed finite lived and would then be amortized based on their respective estimated useful lives at that point in time. The Company reviews goodwill and indefinite-lived intangible assets at least annually for possible impairment. Goodwill and indefinite-lived intangible assets are reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit or the indefinite-lived intangible assets below their carrying values. Goodwill will be tested annually for impairment on October 1. |
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. Debt In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company is currently evaluating the impact this ASU will have on the its condensed consolidated financial statements and related disclosures. |
Stock Based Compensation | Stock-Based Compensation The Company measures stock-based compensation to employees, consultants, and Board members at fair value on the grant date of the award. Compensation cost is recognized as expense on a straight-line basis over the requisite service period of the award. For awards that have a performance condition, compensation cost is measured based on the fair value of the award on the grant date, the date performance targets are established, and is expensed over the requisite service period for each separately vesting tranche when achievement of the performance condition becomes probable. The Company assess the probability of the performance conditions being met on a continuous basis. Forfeitures are recognized when they occur. The Company estimates the fair value of stock option grants that do not contain market-based vesting conditions using the Black-Scholes option pricing model. The assumptions used in estimating the fair value of these awards, such as expected term, expected dividend yield, volatility and risk-free interest rate, represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company is also required to make estimates as to the probability of achieving the specific performance conditions. If actual results are not consistent with the Company’s assumptions and judgments used in making these estimates, the Company may be required to increase or decrease compensation expense, which could be material to the Company’s consolidated results of operations. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2020 and December 31, 2019 (in thousands): Fair value measured at September 30, 2020 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs September 30, 2020 (Level 1) (Level 2) (Level 3) Warrant liability $ 194,391 $ — $ — $ 194,391 Embedded conversion option 2,857 — — 2,857 Contingent payable derivative liability 7,384 — — 7,384 Total fair value $ 204,632 $ — $ — $ 204,632 Fair value measured at December 31, 2019 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs December 31, 2019 (Level 1) (Level 2) (Level 3) Warrant liability $ 20,213 $ — $ — $ 20,213 Contingent payable derivative liability 7,261 — — 7,261 Total fair value $ 27,474 $ — $ — $ 27,474 |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation | The following table presents changes in Level 3 liabilities measured at fair value for the nine-month period ended September 30, 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). Contingent Embedded Payable Warrant Conversion Derivative Liability Option Liability Total Balance - January 1, 2020 $ 20,213 $ — $ 7,261 $ 27,474 Additional warrant liability 15,744 — — 15,744 Reclassification of warrant liabilities related to warrants exercised for cash and cashless exercise (11,361) — — (11,361) Extinguishement of embedded conversion option due to debt conversion — (3,838) — (3,838) Additional embedded conversion option — 1,443 — 1,443 Change in fair value 169,795 5,252 123 175,170 Balance - September 30, 2020 $ 194,391 $ 2,857 $ 7,384 $ 204,632 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques | A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of September 30, 2020 and December 31, 2019 is as follows: As of September 30, 2020 Warrant Embedded Contingent Payable Liability Conversion Option Derivative Liability Strike price $ 0.25 $ 0.25 $ 0.77 * Contractual term (years) 1.8 1.1 1.5 Volatility (annual) 92 % 92 % 95 % Risk-free rate 0.1 % 0.1 % 0.1 % Dividend yield (per share) 0 % 0 % 0 % As of December 31 2019 Warrant Contingent Payable Liability Derivative Liability Strike price $ 0.21 $ 0.21 * 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 September 30, 2020 and December 31, 2019 |
Flaskworks Acquisition (Tables)
Flaskworks Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Flaskworks Acquisition | |
Schedule of assets acquired and liabilities assumed | Based on the Company's preliminary valuation, the total estimated consideration of $2.2 million has been allocated to assets acquired and liabilities assumed as of the acquisition date as follows (amount in thousands): Cash $ 146 Current assets 135 Fixed assets, net 188 Indefinite-lived intangible asset 1,292 Security deposits 8 Total assets acquired 1,769 Accounts payable (12) Accrued expenses (240) Total liabilities assumed (252) Net identifiable assets acquired 1,517 Goodwill 654 Total estimated consideration (1) $ 2,171 Less unpaid consideration as of September 30, 2020 $ (465) Less cash acquired (146) Total consideraion paid, net of cash acquired $ 1,560 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stock-based Compensation | |
Summary of stock-based compensation expense | The following table summarizes total stock-based compensation expense for the three and nine months ended September 30, 2020 and 2019 (in thousands): For the three months ended For the nine months ended September 30, September 30, 2020 2019 2020 2019 Research and development $ 14,206 $ 221 $ 14,191 $ 394 General and administrative (1) 24,702 351 25,116 1,169 Total stock-based compensation expense $ 38,908 $ 572 $ 39,307 $ 1,563 (1) The general and administrative expense during the three and nine months ended September 30, 2020 and 2019 is related to the applicable vesting portion of stock options awards made in the past and new options granted during three months ended September 30, 2020 to directors and employees. |
Summary of stock option activity | The following table summarizes stock option activity for the Company’s option plans during the nine months ended September 30, 2020 (amount in thousands, except per share number): Weighted Average Weighted Remaining Number of Average Exercise Contractual Life Total Intrinsic Shares Price (in years) Value Outstanding as of January 1, 2020 104,659 $ 0.24 8.4 $ — Granted (Approved 2018-2020) (1) 203,600 0.25 (3) 10.0 — Forfeited/expired (4,250) 0.22 — — Outstanding as of September 30, 2020 304,009 $ 0.24 9.2 $ 160,717 Options vested (2) 206,232 $ 0.24 8.9 $ 109,819 (1) The options granted during the nine months ended September 30, 2020 included options already approved at various times during the 3 years 2018 – 2020 but not issued until Q3 2020, and also included options that will vest for performance and milestones going forward over the next 2 years. The options included awards to key external consultants and vendors in addition to internal parties. (2) Approximate 121 million vested options as of September 30, 2020 are not exercisable until January 15, 2021. (3) The weighted average exercise price of the Q3 2020 options was initially $0.25. However, subsequently, the exercise price was amended to a weighted average exercise price of $0.36. |
Schedule of weighted average assumptions for stock options modification | For the nine months ended September 30, 2020 Exercise price $ 0.25 Expected term (years) 5.3 Expected stock price volatility 98 % Risk-free rate of interest 0 % Post Modification Pre Modification Exercise price $ 0.23 $ 0.23 Expected term (years) 4.3 4.0 Expected stock price volatility 97 % 97 % Risk-free rate of interest 0 % 0 % Post Modification Pre Modification Exercise price $ 0.22 $ 0.22 Expected term (years) 5.3 4.7 Expected stock price volatility 96 % 97 % Risk-free rate of interest 0 % 0 % |
Property, Equipment & Constru_2
Property, Equipment & Construction in Progress (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Equipment & Construction in Progress | |
Schedule of property and equipment | Property and equipment consist of the following at September 30, 2020 and December 31, 2019 (in thousands): September 30, December 31, Estimated 2020 2019 Useful Life (As Revised) (Note 13) Leasehold improvements $ 81 $ 186 Lesser of lease term or estimated useful life Office furniture and equipment 63 59 3 -5 Computer equipment and software 1,295 611 3 -5 Land in the United Kingdom 87 90 NA 1,526 946 Less: accumulated depreciation (707) (665) Total property, plant and equipment, net $ 819 $ 281 Construction in progress $ 7,135 $ 1,685 |
Outstanding Debt (Tables)
Outstanding Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Outstanding Debt | |
Schedule of outstanding debt | The following two tables summarize outstanding debt as of September 30, 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 % $ 0.27 1,575 (54) — 1,521 10% unsecured (3) 11/24/2020 10 % $ 0.34 1,390 (41) — 1,349 8% unsecured (4) 11/1/2020 8 % $ 0.25 550 (113) 1,702 2,139 3,650 (208) 1,702 5,144 Short term convertible notes payable - related parties 10% unsecured - Related Parties (5) On Demand 10 % N/A 315 — 1,155 1,470 315 — 1,155 1,470 Short term notes payable 8% unsecured (6) Various 8 % N/A 2,994 (145) — 2,849 10% unsecured (7) Various 10 % N/A 263 — — 263 12% unsecured (8) On Demand 12 % N/A 440 — — 440 3,697 (145) — 3,552 Long term notes payable 1% unsecured(10) 5/14/2022 1 % N/A 401 — — 401 8% unsecured (12) Various 8 % N/A 7,160 (591) — 6,569 6% secured (13) 3/25/2025 6 % N/A 1,738 — — 1,738 9,299 (591) — 8,708 Ending balance as of September 30, 2020 $ 16,961 $ (944) $ 2,857 $ 18,874 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 (6) Various 8 % N/A 555 (43) 512 10% unsecured (7) Various 10 % N/A 3,551 (73) 3,478 12% unsecured (8) On Demand 12 % N/A 440 — 440 0% unsecured (9) 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 (11) On Demand 10 % N/A 66 — 66 66 — 66 Long term notes payable 8% unsecured (5) 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 September 30, 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 “February Notes”) with multiple holders (the “Holders”) for an aggregate principal amount of $1.0 million. The Notes are convertible into common shares of the Company at $0.21 per share and bear interest at the rate of 10% per annum. Upon issuance of the February Notes, the Holders also received a 2 -year warrant to purchase a total of 1.4 million common shares of the Company at an exercise price of $0.35 per share. The fair value of the warrants was approximately $79,000 on the grant date. In April 2020, the Company entered into a six-month convertible note (the “April Note”) with an individual investor (the “Holder”) with an aggregate principal amount of $0.8 million for cash proceeds of $0.7 million. The Company also incurred approximately $69,000 placement agent costs, including both a cash fee and the fair value of common stock warrants issued to the placement agent, which was recognized as additional debt discount. The April Note bears interest at the rate of 10% per annum and is convertible into common shares of the Company at $0.17 per share plus a warrant to purchase a number of exercise shares equal to 50% of the number of common shares issued upon conversion (the “Conversion Warrants”). The Conversion Warrants will be exercisable until April 9, 2022 beginning on November 1, 2020, with an exercise price of $0.20 per share. The conversion option within the April Note is required to be bifurcated at fair value, which was approximately $0.4 million on the issuance date, resulting in additional debt discount to the April Note. As consideration for entering into the April Note, the Company also agreed to amend the Holder’s existing outstanding warrants to purchase 5.1 million common shares of the Company. The exercise price of the warrants was amended from $0.25 per share to $0.20 per share. The incremental change in fair value resulting from the amendment was approximately $51,000, which was recognized as additional debt discount to the April Note. On August 3, 2020, the Company converted approximately $0.8 million of outstanding principal and $26,000 of accrued interest of the April Note into approximately 5.1 million shares of common stock and 2.5 million warrants with fair value of approximately $2.4 million. The Company also extinguished $1.5 million embedded derivative liability and $0.2 million unamortized debt discount upon the conversion. The Company recorded approximately $0.3 million debt extinguishment loss. In April 2020, the Company entered into a Note Amendment Agreement (the “Amendment”) with an individual holder of a short-term convertible note, primarily to agree on the following changes: - - - - The amendment was recognized as a debt extinguishment, resulting in a loss on debt extinguishment of approximately $70,000. (3) On August 5, 2020, the Company amended a $1.5 million note payable. The note became convertible at a conversion price of $0.34. The amendment was accounted as debt extinguishment, which was also part of debt conversion as described in the Note 8 (7) below. (4) In May 2020, the Company entered into a six-month convertible note (the “May Note”) with an individual investor (the “Holder”) with an aggregate principal amount of $0.6 million. The May Note contains OID in the amount of $50,000. The May Note bears interest at the rate of 8% per annum and is convertible into common shares of the Company at $0.25 plus a warrant to purchase a number of exercise shares equal to 40% of the number of common shares issued upon conversion (the “Conversion Warrants”). The Conversion Warrants will be exercisable until November 28, 2022 beginning on November 1, 2020 with exercise price of $0.25 per share. The conversion option within the May Note is required bifurcated at fair value, which was approximately $0.5 million on the issuance date, resulting in additional debt discount to the May Note. In August 2020, the Company entered into another convertible note (the "August Note") with the same investor as the May Note (the "Holder") with an aggregate principal amount of $1.1 million. The August Note contains OID in the amount of $110,000. The August Note bears interest at the rate of 8% per annum and is convertible into common shares of the Company at $0.345 plus a warrant to purchase a number of exercise shares equal to 35% of the number of common shares issued upon conversion (the "Conversion Warrants"). The Conversion Warrants will be exercisable until February 4, 2023 beginning on December 15, 2020 with exercise price of $0.34 per share. The conversion option within the August Note is required to be bifurcated at fair value, which was approximately $0.6 million on the issuance date, resulting in additional debt discount to the August Note. On September 29, 2020, the Company converted entire $1.1 million of August Note into approximately 3.3 million shares of the Company's common stock and 1.1 million warrants with fair value of approximate $3.3 million. The Company also extinguished $2.3 million embedded derivative liability and $0.5 million unamortized debt discount upon the conversion. The company recorded approximately $0.4 million debt extinguishment loss. (5) Between February and May 2020, the Company entered into multiple demand loan agreements with Leslie Goldman, the Company’s Senior Vice President, General Counsel, for an aggregate principal amount of $0.3 million (the “Goldman Notes”). The Goldman Notes bear interest rate at 10% per annum, and are repayable upon 15 days ' notice from Mr. Goldman. The Goldman Notes are convertible into common shares of the Company at conversion prices ranging from $0.23 to $0.25 per share. Additionally, the Company agreed to issue warrants to Mr. Goldman to purchase 0.6 million shares of the Company’s common stock (the “Initial Warrants”) in conjunction with the Goldman Notes. The Initial Warrants have a five - year Upon conversion, Mr. Goldman will also receive a five-year term warrant to purchase a number of the Company’s common shares equal to 50% of the number of common shares issued upon conversion of the Goldman Notes (the “Conversion Warrants”). The Conversion Warrants will be exercisable at $0.25 per share. (6) During the nine months ended September 30, 2020, the Company converted approximately $4.6 million of outstanding principal and $0.6 million of accrued interest into approximately 28.3 million shares of the Company’s common stock with a fair value of $7 million. The Company recognized approximately $1.8 million in debt extinguishment loss from this conversion. (7) In May 2020, the Company converted approximately $0.3 million of outstanding principal and accrued interest into approximately 1.3 million shares of the Company’s common stock with a fair value of $0.5 million. The Company recognized approximately $0.2 million in debt extinguishment loss from this conversion. In August 2020, the Company extinguished approximately $1.5 million of outstanding principal and accrued interest into approximately 4.8 million shares of the Company's common stock and 1.7 million warrants. The Company also modified certain existing warrants and issued additional 6.5 million warrants consideration for certain suspension. The Company also agreed to amend the remaining outstanding $1.5 million outstanding debt, see Note 8 (3). The Company recognized approximately $1.6 million in debt extinguishment loss from this transaction. During the nine months ended September 30, 2020, the Company entered into multiple Note Extension Agreements with multiple holders, primarily resulting in the following changes: - Extended the maturity dates of promissory notes with outstanding principal balances aggregating approximately $3.3 million for an additional 6 to 12 months from the original maturity date; - Issued new 2-year warrants to purchase up to 10.3 million shares of the Company’s common stock at an exercise prices ranging from $0.20 and $0.23 per share valued at approximately $0.5 million on the amendment date; The Note Extension Agreements for approximately $2.3 million of outstanding principal of promissory notes was recognized as a debt modification, while the amendments for approximately $1.0 million of outstanding principal of promissory notes was recognized as a debt extinguishment, resulting in a loss on extinguishment of debt of approximately $0.1 million. (8) The $440,000 balance of outstanding principal as of September 30, 2020 and December 31, 2019 consists of two separate 12% demand notes in the amounts of $300,000 and $140,000. (9) 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. During the nine months ended September 30, 2020, the Company made full repayment of $1.2 million to the note holder. (10) PPP Loan The Company received a loan under the Coronavirus Aid, Relief and Economic Security (“CARES”) Act’s Paycheck Protection Program (“PPP”). The PPP loan was received on May 20, 2020 in the amount of $0.4 million. The current terms of the PPP loan is two years with a maturity date of May 20, 2022 and it contains a favorable fixed annual interest rate of 1.00%. Payments of principal and interest on the PPP Loan are deferred for the first six months of the term of the PPP Loan until November 20, 2020. The Company used the loan to make payments for payroll, health and disability insurance and rent. The Company submitted a PPP loan forgiveness application to the Lender on October 26, 2020, with the amount which may be forgiven equal to the sum of qualifying expenses, including payroll costs, covered rent obligations, and covered utility payments incurred by the Company during the twenty-four week period beginning on May 20, 2020, calculated in accordance with the terms of the CARES Act. The forgiveness application was approved on December 7, 2020. (11) 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 bore interest at 10% per annum, and is payable upon demand, with 7 days’ prior written notice to the Company. During the nine months ended September 30, 2020, the Company made full repayment to Advent, including all outstanding interest. (12) During the nine months ended September 30, 2020, the Company entered into two note purchase agreements (the “Notes”) with same investor for an aggregate principal amount of approximate $7.2 million. The Notes bear interest at 8% per annum with 21-month term. There are no repayments during the first 7 months of the term. The Notes are amortized in 14 installments starting in month 8. The Notes carry an original issue discount of $650,000 and $10,000 legal costs that were reimbursable to the investor. (13) 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 current 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 agreed to enter into a Security Agreement with the Lender under which the Company is to grant 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. Such security interest on the 17-acre property will be released upon completion of repayment. |
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 and nine months ended September 30, 2020 and 2019, respectively (in thousands): For the three months ended For the nine months ended September 30, September 30, 2020 2019 2020 2019 Interest expenses related to outstanding notes: Contractual interest $ 344 $ 330 $ 936 $ 881 Amortization of debt discount 918 357 1,869 1,020 Total interest expenses related to outstanding notes 1,262 687 2,805 1,901 Interest expenses related to outstanding notes to related parties: Contractual interest 8 36 19 364 Amortization of debt discount — — 122 — Total interest expenses related to outstanding notes to related parties 8 36 141 364 Interest expenses related to forbearance of debt to related parties 4,270 — 4,270 — Other interest expenses — 1 8 2 Total interest expense $ 5,540 $ 724 $ 7,224 $ 2,267 |
Net Loss per Share Applicable_2
Net Loss per Share Applicable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Net Loss per Share Applicable to Common Stockholders | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities were not included in the diluted net loss per share calculation because their effect was anti-dilutive as of the periods presented (in thousands): For the nine months ended September 30, 2020 2019 Common stock options 304,009 101,659 Common stock warrants 341,798 340,769 Contingently issuable warrants — 11,739 Convertible notes and accrued interest 16,193 2,559 Potentially dilutive securities 662,000 456,726 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 2020 and 2019 (amount in thousands) (some of which remain unpaid as noted in the second table below): For the three months ended For the nine months ended September 30, September 30, 2020 2019 2020 2019 (As Revised) (Note 13) (As Revised) (Note 13) Advent BioServices $ 1,435 $ 1,347 $ 4,186 $ 4,319 |
Schedule of outstanding unpaid accounts payable held by related parties | The following table summarizes outstanding unpaid unpaid These unpaid amounts include part of the expenses reported in the table above and also certain expenses incurred in prior periods. September 30, 2020 December 31, 2019 (As Revised) (Note 13) Advent BioServices – amount invoiced $ 1,739 $ 834 Advent BioServices – amount accrued 3,167 3,002 Accounts payable and accrued expenses to Advent BioServices $ 4,906 3,836 |
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 and nine months ended September 30, 2020 and 2019, respectively (in thousands): For the three months ended For the nine months ended September 30, September 30, 2020 2019 2020 2019 Interest expenses related to outstanding notes to related parties: Contractual interest $ 8 $ 36 $ 19 $ 364 Amortization of debt discount — — 122 — Interest expenses related to forbearance of debt to related parties 4,270 — 4,270 — Total interest expense $ 4,278 $ 36 $ 4,411 $ 364 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Deficit | |
Schedule of warrant activity | The following is a summary of warrant activity for the nine months ended September 30, 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 1.42 Warrants granted 80,809 0.24 Warrants exercised for cash (34,746) 0.28 Cashless warrants exercise (381) 0.26 Warrants expired and cancellation (63,357) 0.31 Outstanding as of September 30, 2020 341,798 $ 0.25 1.80 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 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 (amount in thousands): For the Nine Months ended September 30, 2020 U.K U.S Total Lease cost Operating lease cost $ 453 $ 247 $ 700 Short-term lease cost 33 — 33 Variable lease cost 45 16 61 Total $ 531 $ 263 $ 794 Other information Operating cash flows from operating leases $ (496) $ (249) $ (745) Weighted-average remaining lease term - operating leases 9.4 0.4 Weighted-average discount rate - operating leases 12 % 12 % For the Nine Months ended September 30, 2019 U.K U.S Total Lease cost Operating lease cost $ 454 $ 165 $ 619 Short-term lease cost 38 81 119 Variable lease cost — 11 11 Total $ 492 $ 257 $ 749 Other information Operating cash flows from operating leases $ — $ (162) $ (162) Weighted-average remaining lease term – operating leases 10.2 1.1 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 three months ended December 31, 2020 $ 161 $ 167 $ 328 Year ended December 31, 2021 644 84 728 Year ended December 31, 2022 644 — 644 Year ended December 31, 2023 644 — 644 Year ended December 31, 2024 644 — 644 Thereafter 8,990 — 8,990 Total 11,727 251 11,978 Less present value discount (6,992) (89) (7,081) Operating lease liabilities included in the Condensed Consolidated Balance Sheet at September 30, 2020 $ 4,735 $ 162 $ 4,897 |
Revision to Prior Period Fina_2
Revision to Prior Period Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revision to Prior Period Financial Statements | |
Schedule of effect of the revisions to the financial statements | Consolidated Balance Sheet As of December 31, 2019 As Previously Reported Adjustments As Revised Construction in progress $ 171 $ 1,514 $ 1,685 Total non-current assets 5,929 1,514 7,443 TOTAL ASSETS $ 9,129 $ 1,514 $ 10,643 Accounts payable and accrued expenses to related parties and affiliates $ 842 $ 3,002 $ 3,844 Total current liabilities 41,194 3,002 44,196 Total liabilities 52,696 3,002 55,698 Accumulated deficit (839,907) (1,488) (841,395) Total stockholders' deficit (43,567) (1,488) (45,055) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 9,129 $ 1,514 $ 10,643 Consolidated Statement of Operations For the three months ended For the nine months ended September 30, 2019 September 30, 2019 As Previously As Previously Reported Adjustments As Revised Reported Adjustments As Revised Research and development expenses $ 3,409 $ 129 $ 3,538 $ 9,704 $ 388 $ 10,092 Total operating costs and expenses 7,049 129 7,178 22,372 388 22,760 Loss from operations (6,456) (129) (6,585) (20,859) (388) (21,247) Net loss $ (6,242) $ (129) $ (6,371) $ (26,969) $ (388) $ (27,357) Total comprehensive loss $ (5,350) $ (129) $ (5,479) $ (25,946) $ (388) $ (26,334) Consolidated Statement of Cash Flows For the nine months ended September 30, 2019 As Previously Reported Adjustments As Revised Cash Flows from Operating Activities: Net loss $ (26,969) $ (388) $ (27,357) Related party accounts payable and accrued expenses (3,800) 388 (3,412) Net cash used in operating activities $ (25,881) $ — $ (25,881) Supplemental schedule of non-cash investing and financing activities: Capital expenditures included in accounts payable and accrued expenses to related parties and affiliates $ — $ 710 $ 710 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 194,391 | $ 20,213 |
Embedded conversion option | 2,857 | |
Contingent payable derivative liability | 7,384 | 7,261 |
Total fair value | 204,632 | 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 |
Embedded conversion option | 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 |
Embedded conversion option | 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 | 194,391 | 20,213 |
Embedded conversion option | 2,857 | |
Contingent payable derivative liability | 7,384 | 7,261 |
Total fair value | $ 204,632 | $ 27,474 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Level 3 liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 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 | 15,744 |
Reclassification of warrant liabilities related to warrants exercised for cash and cashless exercise | (11,361) |
Extinguishment of embedded conversion option to debt conversion | (3,838) |
Additional embedded conversion option | 1,443 |
Change in fair value | 175,170 |
Balance | 204,632 |
Warrant Liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | 20,213 |
Additional warrant liability | 15,744 |
Reclassification of warrant liabilities related to warrants exercised for cash and cashless exercise | (11,361) |
Extinguishment of embedded conversion option to debt conversion | 0 |
Additional embedded conversion option | 0 |
Change in fair value | 169,795 |
Balance | 194,391 |
Contingent Payable Derivative Liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | 7,261 |
Additional warrant liability | 0 |
Reclassification of warrant liabilities related to warrants exercised for cash and cashless exercise | 0 |
Extinguishment of embedded conversion option to debt conversion | 0 |
Additional embedded conversion option | 0 |
Change in fair value | 123 |
Balance | 7,384 |
Embedded Conversion Feature [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | 0 |
Additional warrant liability | 0 |
Reclassification of warrant liabilities related to warrants exercised for cash and cashless exercise | 0 |
Extinguishment of embedded conversion option to debt conversion | (3,838) |
Additional embedded conversion option | 1,443 |
Change in fair value | 5,252 |
Balance | $ 2,857 |
Fair Value Measurements - Weigh
Fair Value Measurements - Weighted average (in aggregate) significant unobservable inputs (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | $ 0.21 | |
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 | |
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 | $ 0.25 | |
Contractual term (years) | 1 year 9 months 18 days | |
Volatility (annual) | 92.00% | |
Risk-free rate | 0.10% | |
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 | $ 0.77 | |
Contractual term (years) | 1 year 6 months | |
Volatility (annual) | 95.00% | |
Risk-free rate | 0.10% | |
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 | |
Contractual term (years) | 1 year 1 month 6 days | |
Volatility (annual) | 92.00% | |
Risk-free rate | 0.10% | |
Dividend yield (per share) | 0.00% |
Flaskworks Acquisition (Details
Flaskworks Acquisition (Details) - USD ($) $ in Thousands | Dec. 16, 2020 | Aug. 28, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||||
Total purchase price | $ 2,010 | ||||
Purchase price paid in cash | $ 200 | ||||
Assets acquired and liabilities assumed | |||||
Goodwill | $ 654 | $ 0 | |||
Acquisition | |||||
Business Acquisition [Line Items] | |||||
Acquired ownership units percentage | 100.00% | ||||
Total purchase price | $ 4,300 | ||||
Purchase price paid in cash | 1,700 | ||||
Purchase price paid in stock | 2,010 | ||||
Purchase price to be paid in either cash or stock, or a combination | 700 | ||||
Business Combination, Consideration Transferred, Other | $ 100 | ||||
Assets acquired and liabilities assumed | |||||
Cash | 146 | ||||
Current assets | 135 | ||||
Fixed assets, net | 188 | ||||
Indefinite-lived intangible asset | 1,292 | ||||
Security deposits | 8 | ||||
Total assets acquired | 1,769 | ||||
Accounts payable | (12) | ||||
Accrued expenses | (240) | ||||
Total liabilities assumed | (252) | ||||
Net identifiable assets acquired | 1,517 | ||||
Goodwill | 654 | ||||
Total estimated consideration | [1] | 2,171 | |||
Less unpaid consideration as of September 30, 2020 | (465) | ||||
Less cash acquired | (146) | ||||
Total consideration paid, net of cash acquired | $ 1,560 | ||||
[1] | The purchase price allocation excludes $2.01 million stock consideration, which was recorded as stock-based compensation for accounting purposes, although the treatment for tax purposes is anticipated to be different (see Note 6), and $0.2 million payable for services not related to the Acquisition in either cash or stock within 120 days after the closing. |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total stock-based compensation expense | $ 38,908 | $ 572 | $ 39,307 | $ 1,563 |
Research and development | ||||
Total stock-based compensation expense | 14,206 | 221 | 14,191 | 394 |
General and administrative | ||||
Total stock-based compensation expense | $ 24,702 | $ 351 | $ 25,116 | $ 1,169 |
Stock-based Compensation - Assu
Stock-based Compensation - Assumptions (Details) - $ / shares | Aug. 05, 2020 | Sep. 30, 2020 |
Exercise price | $ 0.25 | |
Expected term (years) | 5 years 3 months 18 days | |
Expected stock price volatility | 98.00% | |
Risk-free rate of interest | 0.00% | |
Post Modification | ||
Exercise price | $ 0.22 | $ 0.23 |
Expected term (years) | 5 years 3 months 18 days | 4 years 3 months 18 days |
Expected stock price volatility | 96.00% | 97.00% |
Risk-free rate of interest | 0.00% | 0.00% |
Pre Modification | ||
Exercise price | $ 0.22 | $ 0.23 |
Expected term (years) | 4 years 8 months 12 days | 4 years |
Expected stock price volatility | 97.00% | 97.00% |
Risk-free rate of interest | 0.00% | 0.00% |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock option activity (Details) - USD ($) | Aug. 05, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | ||
Stock-based Compensation | |||||
Number of Shares, Outstanding | 104,659 | ||||
Number of Shares, Granted | [1] | 203,600 | |||
Number of Shares, Forfeited/expired | (4,250) | ||||
Number of Shares, Outstanding | 3,000,000 | 304,009 | 104,659 | ||
Number of Options, Options vested and exercisable | 206,232 | ||||
Weighted Average Exercise Price, Outstanding | $ 0.24 | ||||
Weighted Average Exercise Price, Granted | $ 0.22 | 0.25 | [1],[2] | ||
Weighted Average Exercise Price, Forfeited/expired | 0.22 | ||||
Weighted Average Exercise Price, Outstanding | 0.24 | $ 0.24 | |||
Weighted Average Exercise Price, Options vested | $ 0.24 | ||||
Weighted Average Remaining Contractual Life (in years), Outstanding | 9 years 2 months 12 days | 8 years 4 months 24 days | |||
Weighted Average Remaining Contractual Life (in years), Granted | [1] | 10 years | |||
Weighted Average Remaining Contractual Life (in years), Options vested | 8 years 10 months 24 days | ||||
Total Intrinsic Value, Outstanding | $ 160,717 | ||||
Total Intrinsic Value, Options vested and exercisable | $ 109,819 | ||||
[1] | The options granted during the nine months ended September 30, 2020 included options already approved at various times during the 3 years 2018 – 2020 but not issued until Q3 2020, and also included options that will vest for performance and milestones going forward over the next 2 years. The options included awards to key external consultants and vendors in addition to internal parties. | ||||
[2] | The weighted average exercise price of the Q3 2020 options was initially $0.25. However, subsequently, the exercise price was amended to a weighted average exercise price of $0.36. |
Stock-based Compensation - St_2
Stock-based Compensation - Stock option activity (Parenthetical) (Details) - $ / shares shares in Millions | Aug. 05, 2020 | Sep. 30, 2020 | |
Weighted Average Exercise Price, Granted | $ 0.22 | $ 0.25 | [1],[2] |
Stock options | |||
Number of share vest | 121 | ||
Weighted Average Exercise Price, Granted | $ 0.36 | ||
[1] | The options granted during the nine months ended September 30, 2020 included options already approved at various times during the 3 years 2018 – 2020 but not issued until Q3 2020, and also included options that will vest for performance and milestones going forward over the next 2 years. The options included awards to key external consultants and vendors in addition to internal parties. | ||
[2] | The weighted average exercise price of the Q3 2020 options was initially $0.25. However, subsequently, the exercise price was amended to a weighted average exercise price of $0.36. |
Stock-based Compensation - Equi
Stock-based Compensation - Equity Compensation Plan (Details) - USD ($) | Aug. 05, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options granted | [1] | 203,600 | |||
Weighted Average Exercise Price, Granted | $ 0.22 | $ 0.25 | [1],[2] | ||
Weighted average remaining expected life of granted options | [1] | 10 years | |||
Total intrinsic value of all outstanding options | $ 160,717 | $ 160,717 | |||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted Average Exercise Price, Granted | $ 0.36 | ||||
Key external parties | Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted Average Exercise Price, Granted | $ 0.25 | ||||
[1] | The options granted during the nine months ended September 30, 2020 included options already approved at various times during the 3 years 2018 – 2020 but not issued until Q3 2020, and also included options that will vest for performance and milestones going forward over the next 2 years. The options included awards to key external consultants and vendors in addition to internal parties. | ||||
[2] | The weighted average exercise price of the Q3 2020 options was initially $0.25. However, subsequently, the exercise price was amended to a weighted average exercise price of $0.36. |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) | Aug. 05, 2020 | Apr. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Options held by the Company's CEO, Linda Powers: | |||||
Existing options that the Company's CEO has agreed to not exercise until the specified period (in shares) | 39,200,000 | ||||
Period during which the Company's CEO has agreed to not exercise the options | 6 months | ||||
Extended contractual term of the options held by the Company's CEO | 6 months | ||||
Incremental stock-based compensation for stock options modification | $ 300,000 | $ 78,000 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 26,800,000 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years | ||||
Share-based compensation arrangement by share-based payment award, options, cancelled in period | 1,750,000 | ||||
Number of Shares, Outstanding | 3,000,000 | 304,009 | 104,659 | ||
Weighted Average Exercise Price, Granted | $ 0.22 | $ 0.25 | [1],[2] | ||
[1] | The options granted during the nine months ended September 30, 2020 included options already approved at various times during the 3 years 2018 – 2020 but not issued until Q3 2020, and also included options that will vest for performance and milestones going forward over the next 2 years. The options included awards to key external consultants and vendors in addition to internal parties. | ||||
[2] | The weighted average exercise price of the Q3 2020 options was initially $0.25. However, subsequently, the exercise price was amended to a weighted average exercise price of $0.36. |
Stock-based Compensation - Flas
Stock-based Compensation - Flashworks Acquisition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Aug. 28, 2020 | |
Business Acquisition [Line Items] | |||||
Stock-based compensation | $ 38,908 | $ 572 | $ 39,307 | $ 1,563 | |
Acquisition | |||||
Business Acquisition [Line Items] | |||||
Stock-based compensation | 300 | 300 | |||
Stock consideration | $ 2,000 | ||||
General and administrative | |||||
Business Acquisition [Line Items] | |||||
Stock-based compensation | 24,702 | 351 | 25,116 | 1,169 | |
General and administrative | Acquisition | |||||
Business Acquisition [Line Items] | |||||
Stock-based compensation | 200 | ||||
Research and development | |||||
Business Acquisition [Line Items] | |||||
Stock-based compensation | $ 14,206 | $ 221 | 14,191 | $ 394 | |
Research and development | Acquisition | |||||
Business Acquisition [Line Items] | |||||
Stock-based compensation | $ 100 |
Property, Equipment & Constru_3
Property, Equipment & Construction in Progress (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Construction in progress | $ 7,135 | $ 1,685 | |
Total property, plant and equipment, net | 819 | 281 | |
Domestic [Member] | |||
Property, Plant and Equipment, Gross | 1,526 | 946 | |
Less: accumulated depreciation | (707) | (665) | |
Total property, plant and equipment, net | 819 | 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 | $ 81 | 186 | |
Office furniture and equipment [Member] | Maximum | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Office furniture and equipment [Member] | Minimum | |||
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] | Maximum | |||
Property, Plant and Equipment, Useful Life | 5 years | ||
Computer equipment and software [Member] | Minimum | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Computer equipment and software [Member] | Domestic [Member] | |||
Property, Plant and Equipment, Gross | $ 1,295 | 611 | |
Land [Member] | UNITED KINGDOM | |||
Property, Plant and Equipment, Gross | $ 87 | $ 90 |
Property, Equipment & Constru_4
Property, Equipment & Construction in Progress - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Property, Equipment & Construction in Progress | ||||
Depreciation | $ 17,000 | $ 8,000 | $ 33,000 | $ 16,000 |
Outstanding Debt - Outstanding
Outstanding Debt - Outstanding debt (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Dec. 31, 2019 | Aug. 05, 2020 | Apr. 30, 2020 | Mar. 31, 2020 | |
Debt Instrument, Face Value | $ 16,961,000 | $ 13,411,000 | |||
Debt Instrument, Remaining Debt Discount | (944,000) | (688,000) | |||
Debt Instrument, Embedded Conversion Option | 2,857,000 | ||||
Debt Instrument, Carrying Value | 18,874,000 | 12,723,000 | |||
12% unsecured [Member] | |||||
Debt Instrument, Face Value | 440,000 | 440,000 | |||
Short term convertible notes payable [Member] | |||||
Debt Instrument, Face Value | 3,650,000 | 635,000 | |||
Debt Instrument, Remaining Debt Discount | (208,000) | (67,000) | |||
Debt Instrument, Embedded Conversion Option | 1,702,000 | ||||
Debt Instrument, Carrying Value | $ 5,144,000 | $ 568,000 | |||
Short term convertible notes payable [Member] | 6% unsecured [Member] | |||||
Debt Instrument, Maturity Date, Description | Due | Due | |||
Debt Instrument, Stated Interest Rate | 6.00% | 6.00% | |||
Debt Instrument, Conversion Price | $ 3.09 | $ 3.09 | |||
Debt Instrument, Face Value | $ 135,000 | $ 135,000 | |||
Debt Instrument, Remaining Debt Discount | 0 | 0 | |||
Debt Instrument, Carrying Value | $ 135,000 | $ 135,000 | |||
Short term convertible notes payable [Member] | 8% unsecured [Member] | |||||
Debt Instrument, Maturity Date, Description | 11/1/2020 | ||||
Debt Instrument, Stated Interest Rate | 8.00% | ||||
Debt Instrument, Conversion Price | $ 0.25 | ||||
Debt Instrument, Face Value | $ 550,000 | ||||
Debt Instrument, Remaining Debt Discount | (113,000) | ||||
Debt Instrument, Embedded Conversion Option | 1,702,000 | ||||
Debt Instrument, Carrying Value | $ 2,139,000 | ||||
Short term convertible notes payable [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 | $ 0.27 | $ 0.22 | $ 0.181 | $ 0.22 | |
Debt Instrument, Face Value | $ 1,575,000 | $ 500,000 | |||
Debt Instrument, Remaining Debt Discount | (54,000) | (67,000) | |||
Debt Instrument, Carrying Value | 1,521,000 | 433,000 | |||
Short term convertible notes payable - related parties [Member] | |||||
Debt Instrument, Face Value | 315,000 | 66,000 | |||
Debt Instrument, Remaining Debt Discount | 0 | 0 | |||
Debt Instrument, Embedded Conversion Option | 1,155,000 | ||||
Debt Instrument, Carrying Value | $ 1,470,000 | $ 66,000 | |||
Short term convertible 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 | $ 315,000 | $ 66,000 | |||
Debt Instrument, Remaining Debt Discount | 0 | 0 | |||
Debt Instrument, Embedded Conversion Option | 1,155,000 | ||||
Debt Instrument, Carrying Value | $ 1,470,000 | 66,000 | |||
Short term convertible notes payable - related parties [Member] | 10% unsecured | |||||
Debt Instrument, Maturity Date, Description | 11/24/2020 | ||||
Debt Instrument, Stated Interest Rate | 10.00% | ||||
Debt Instrument, Conversion Price | $ 0.34 | $ 0.34 | |||
Debt Instrument, Face Value | $ 1,390,000 | $ 1,500,000 | |||
Debt Instrument, Remaining Debt Discount | (41,000) | ||||
Debt Instrument, Carrying Value | 1,349,000 | ||||
Short Term Notes Payable [Member] | |||||
Debt Instrument, Face Value | 3,697,000 | 5,702,000 | |||
Debt Instrument, Remaining Debt Discount | (145,000) | (201,000) | |||
Debt Instrument, Carrying Value | $ 3,552,000 | $ 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 | $ 2,994,000 | $ 555,000 | |||
Debt Instrument, Remaining Debt Discount | (145,000) | (43,000) | |||
Debt Instrument, Carrying Value | $ 2,849,000 | $ 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 | $ 263,000 | $ 3,551,000 | |||
Debt Instrument, Remaining Debt Discount | 0 | (73,000) | |||
Debt Instrument, Carrying Value | $ 263,000 | $ 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 | ||||
Debt Instrument, Stated Interest Rate | 0.00% | ||||
Debt Instrument, Face Value | $ 1,156,000 | ||||
Debt Instrument, Remaining Debt Discount | (85,000) | ||||
Debt Instrument, Carrying Value | 1,071,000 | ||||
Long Term Notes Payable [Member] | |||||
Debt Instrument, Face Value | 9,299,000 | 7,008,000 | |||
Debt Instrument, Remaining Debt Discount | (591,000) | (420,000) | |||
Debt Instrument, Carrying Value | $ 8,708,000 | $ 6,588,000 | |||
Long 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 | $ 7,160,000 | $ 7,008,000 | |||
Debt Instrument, Remaining Debt Discount | (591,000) | (420,000) | |||
Debt Instrument, Carrying Value | $ 6,569,000 | $ 6,588,000 | |||
Long Term Notes Payable [Member] | 6% secured [Member] | |||||
Debt Instrument, Maturity Date, Description | 3/25/2025 | ||||
Debt Instrument, Stated Interest Rate | 6.00% | ||||
Debt Instrument, Face Value | $ 1,738,000 | ||||
Debt Instrument, Remaining Debt Discount | 0 | ||||
Debt Instrument, Carrying Value | $ 1,738,000 | ||||
Long Term Notes Payable [Member] | 1% unsecured | |||||
Debt Instrument, Maturity Date, Description | 5/14/2022 | ||||
Debt Instrument, Stated Interest Rate | 1.00% | ||||
Debt Instrument, Face Value | $ 401,000 | ||||
Debt Instrument, Remaining Debt Discount | 0 | ||||
Debt Instrument, Carrying Value | $ 401,000 |
Outstanding Debt - Additional I
Outstanding Debt - Additional Information (Details) $ / shares in Units, € in Thousands | Sep. 29, 2020USD ($)shares | Aug. 03, 2020USD ($)shares | May 20, 2020USD ($)installment | Mar. 26, 2020USD ($) | Sep. 26, 2018USD ($) | Aug. 31, 2020USD ($)$ / sharesshares | May 31, 2020USD ($)$ / sharesshares | Apr. 30, 2020USD ($)$ / sharesshares | Feb. 29, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)item$ / sharesshares | Sep. 30, 2019USD ($) | May 31, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)item$ / sharesshares | Sep. 30, 2019USD ($) | Oct. 12, 2020shares | Aug. 05, 2020USD ($)$ / shares | Mar. 31, 2020$ / shares | Mar. 26, 2020EUR (€) | Dec. 31, 2019USD ($)item$ / sharesshares |
Debt Instrument, Face Amount | $ 16,961,000 | $ 16,961,000 | $ 13,411,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | $ 0.25 | |||||||||||||||||
Class of Warrant or Right, Outstanding | shares | 341,798 | 341,798 | 359,473 | ||||||||||||||||
Incremental change in fair value of warrants | $ 2,500,000 | ||||||||||||||||||
Warrants issued at fair value | 1,000,000 | ||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (2,994,000) | $ (504,000) | $ (4,260,000) | $ (508,000) | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 8,500,000 | 8,500,000 | 5,000,000 | ||||||||||||||||
Warrants and Rights Outstanding, Term | 2 years 6 months | 2 years | 2 years | ||||||||||||||||
Long-term Debt | $ 18,874,000 | $ 18,874,000 | $ 12,723,000 | ||||||||||||||||
Short term convertible notes payable [Member] | |||||||||||||||||||
Debt Instrument, Face Amount | 3,650,000 | 3,650,000 | 635,000 | ||||||||||||||||
Long-term Debt | 5,144,000 | 5,144,000 | 568,000 | ||||||||||||||||
Short term convertible notes payable - related parties [Member] | |||||||||||||||||||
Debt Instrument, Face Amount | 315,000 | 315,000 | 66,000 | ||||||||||||||||
Long-term Debt | 1,470,000 | 1,470,000 | 66,000 | ||||||||||||||||
Short Term Notes Payable [Member] | |||||||||||||||||||
Debt Instrument, Face Amount | 3,697,000 | 3,697,000 | 5,702,000 | ||||||||||||||||
Long-term Debt | 3,552,000 | 3,552,000 | 5,501,000 | ||||||||||||||||
Long Term Notes Payable [Member] | |||||||||||||||||||
Debt Instrument, Face Amount | 9,299,000 | 9,299,000 | 7,008,000 | ||||||||||||||||
Long-term Debt | $ 8,708,000 | $ 8,708,000 | $ 6,588,000 | ||||||||||||||||
Senior Vice President | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||||||||||||||
Debt Instrument, Term | 15 days | ||||||||||||||||||
Advent Bio Services Notes [Member] | |||||||||||||||||||
Debt Instrument, Term | 7 days | ||||||||||||||||||
Minimum | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.20 | $ 0.20 | |||||||||||||||||
Maximum | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.40 | $ 0.40 | |||||||||||||||||
6% unsecured [Member] | Short term convertible notes payable [Member] | |||||||||||||||||||
Notes Payable. | $ 135,000 | $ 135,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | 6.00% | ||||||||||||||||
Debt Instrument, Face Amount | $ 135,000 | $ 135,000 | $ 135,000 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 3.09 | $ 3.09 | $ 3.09 | ||||||||||||||||
Long-term Debt | $ 135,000 | $ 135,000 | $ 135,000 | ||||||||||||||||
8% unsecured [Member] | Short term convertible notes payable [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |||||||||||||||||
Debt Instrument, Face Amount | $ 550,000 | $ 550,000 | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.25 | $ 0.25 | |||||||||||||||||
Long-term Debt | $ 2,139,000 | $ 2,139,000 | |||||||||||||||||
8% unsecured [Member] | Short term convertible notes payable - related parties [Member] | |||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,100,000 | ||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 400,000 | ||||||||||||||||||
Shares issued upon conversion | shares | 3,300,000 | ||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | shares | 1,100,000 | ||||||||||||||||||
Embedded derivative liability extinguished | $ 2,300,000 | ||||||||||||||||||
Convertible Debt, Fair Value Disclosures | 3,300,000 | ||||||||||||||||||
Extinguishment of Unamortized Debt Discount | $ 500,000 | ||||||||||||||||||
8% unsecured [Member] | Short Term Notes Payable [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | ||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 7,000,000 | ||||||||||||||||||
Debt Instrument, Face Amount | $ 2,994,000 | 2,994,000 | $ 555,000 | ||||||||||||||||
Gain (Loss) on Extinguishment of Debt | (1,800,000) | ||||||||||||||||||
Debt amount converted | 4,600,000 | ||||||||||||||||||
Accrued interest amount converted | $ 600,000 | ||||||||||||||||||
Shares issued upon conversion | shares | 28,300,000 | ||||||||||||||||||
Long-term Debt | $ 2,849,000 | $ 2,849,000 | $ 512,000 | ||||||||||||||||
8% unsecured [Member] | Advent Bio Services Notes [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate During Period | 10.00% | ||||||||||||||||||
Short-term Debt | $ 65,000 | ||||||||||||||||||
10% unsecured [Member] | Short term convertible notes payable [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 10.00% | ||||||||||||||||
Debt Instrument, Face Amount | $ 1,575,000 | $ 1,575,000 | $ 500,000 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.181 | $ 0.27 | $ 0.27 | $ 0.22 | $ 0.22 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | $ 0.25 | |||||||||||||||||
Class of Warrant or Right, Outstanding | shares | 5,100,000 | ||||||||||||||||||
Incremental change in fair value of warrants | $ 51,000 | ||||||||||||||||||
Amount of accrued interest reclassed to principal | 75,000 | ||||||||||||||||||
Amount of debt whose maturity dates are extended | 600,000 | ||||||||||||||||||
Warrants issued at fair value | $ 115,000 | ||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (70,000) | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 2,300,000 | ||||||||||||||||||
Warrants and Rights Outstanding, Term | 2 years | ||||||||||||||||||
Long-term Debt | $ 1,521,000 | $ 1,521,000 | $ 433,000 | ||||||||||||||||
10% unsecured [Member] | Short term convertible notes payable - related parties [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 10.00% | ||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 800,000 | ||||||||||||||||||
Debt Instrument, Face Amount | $ 315,000 | $ 315,000 | $ 66,000 | ||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 300,000 | ||||||||||||||||||
Shares issued upon conversion | shares | 5,100,000 | ||||||||||||||||||
Long-term Debt | $ 1,470,000 | $ 1,470,000 | $ 66,000 | ||||||||||||||||
Accrued interest | $ 26,000 | ||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | shares | 2,500,000 | ||||||||||||||||||
Embedded derivative liability extinguished | $ 1,500,000 | ||||||||||||||||||
Convertible Debt, Fair Value Disclosures | 2,400,000 | ||||||||||||||||||
Extinguishment of Unamortized Debt Discount | $ 200,000 | ||||||||||||||||||
10% unsecured [Member] | Short Term Notes Payable [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 10.00% | ||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,500,000 | ||||||||||||||||||
Debt Instrument, Face Amount | $ 263,000 | $ 263,000 | $ 3,551,000 | ||||||||||||||||
Amount of debt whose maturity dates are extended | $ 3,300,000 | 3,300,000 | |||||||||||||||||
Warrants issued at fair value | 500,000 | ||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 1,600,000 | $ (200,000) | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 10,300,000 | 10,300,000 | |||||||||||||||||
Warrants and Rights Outstanding, Term | 2 years | 2 years | |||||||||||||||||
Debt amount converted | $ 300,000 | ||||||||||||||||||
Shares issued upon conversion | shares | 4,800,000 | 1,300,000 | |||||||||||||||||
Long-term Debt | $ 263,000 | $ 263,000 | $ 3,478,000 | ||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | shares | 1,700,000 | ||||||||||||||||||
Additional warrants issued | shares | 6,500,000 | ||||||||||||||||||
10% unsecured [Member] | Minimum | Short Term Notes Payable [Member] | |||||||||||||||||||
Debt Instrument, Term | 6 months | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.20 | $ 0.20 | |||||||||||||||||
10% unsecured [Member] | Maximum | Short Term Notes Payable [Member] | |||||||||||||||||||
Debt Instrument, Term | 12 months | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.23 | $ 0.23 | |||||||||||||||||
10% unsecured | Short term convertible notes payable - related parties [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||||||||||||||
Debt Instrument, Face Amount | $ 1,390,000 | $ 1,390,000 | $ 1,500,000 | ||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.34 | $ 0.34 | $ 0.34 | ||||||||||||||||
Long-term Debt | $ 1,349,000 | $ 1,349,000 | |||||||||||||||||
0% unsecured [Member] | Short Term Notes Payable [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | ||||||||||||||||||
Debt Instrument, Face Amount | $ 1,156,000 | ||||||||||||||||||
Long-term Debt | 1,071,000 | ||||||||||||||||||
Repayments | 1,200,000 | ||||||||||||||||||
12% unsecured [Member] | |||||||||||||||||||
Debt Instrument, Face Amount | $ 440,000 | $ 440,000 | $ 440,000 | ||||||||||||||||
12% unsecured [Member] | Short Term Notes Payable [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | 12.00% | ||||||||||||||||
Debt Instrument, Face Amount | $ 440,000 | $ 440,000 | $ 440,000 | ||||||||||||||||
Number of demand notes | item | 2 | 2 | 2 | ||||||||||||||||
Long-term Debt | $ 440,000 | $ 440,000 | $ 440,000 | ||||||||||||||||
12% notes 1 [Member] | Short Term Notes Payable [Member] | |||||||||||||||||||
Long-term Debt | 300,000 | 300,000 | 300,000 | ||||||||||||||||
12% notes 2 [Member] | Short Term Notes Payable [Member] | |||||||||||||||||||
Long-term Debt | $ 140,000 | $ 140,000 | $ 140,000 | ||||||||||||||||
1% unsecured | Long Term Notes Payable [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | 1.00% | |||||||||||||||||
Debt Instrument, Face Amount | $ 401,000 | $ 401,000 | |||||||||||||||||
Long-term Debt | $ 401,000 | $ 401,000 | |||||||||||||||||
8% unsecured [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate During Period | 8.00% | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 7,200,000 | ||||||||||||||||||
8% unsecured [Member] | Long Term Notes Payable [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | ||||||||||||||||
Debt Instrument, Term | 21 months | ||||||||||||||||||
Debt Instrument, Face Amount | $ 7,160,000 | $ 7,160,000 | $ 7,008,000 | ||||||||||||||||
Original issue discount ("OID") | $ 650,000 | ||||||||||||||||||
Long-term Debt | $ 6,569,000 | $ 6,569,000 | 6,588,000 | ||||||||||||||||
Repayments | $ 0 | ||||||||||||||||||
Number of installments for amortization | installment | 14 | ||||||||||||||||||
Legal fees | $ 10,000 | ||||||||||||||||||
6% secured [Member] | Long Term Notes Payable [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | |||||||||||||||||
Debt Instrument, Face Amount | $ 1,738,000 | $ 1,738,000 | |||||||||||||||||
Long-term Debt | 1,738,000 | 1,738,000 | |||||||||||||||||
Lender | 6% secured [Member] | Long Term Notes Payable [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.25% | 6.25% | |||||||||||||||||
Debt Instrument, Term | 5 years | ||||||||||||||||||
Debt Instrument, Face Amount | $ 1,700,000 | € 1,350 | |||||||||||||||||
Debt Instrument, Term For Repayment Of The Loan Principal And Interest | 4 years | ||||||||||||||||||
Amended | 10% unsecured [Member] | Short Term Notes Payable [Member] | |||||||||||||||||||
Debt Instrument, Face Amount | 2,300,000 | 2,300,000 | |||||||||||||||||
Extinguishment of Debt, Amount | 1,000,000 | ||||||||||||||||||
Gain (loss) from debt extinguishment | 100,000 | ||||||||||||||||||
Note Due In 2011 [Member] | |||||||||||||||||||
Notes Payable. | 110,000 | 110,000 | 25,000 | ||||||||||||||||
February Notes | 10% unsecured [Member] | Short term convertible notes payable [Member] | |||||||||||||||||||
Debt Instrument, Term | 2 years | ||||||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.21 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.35 | ||||||||||||||||||
Incremental change in fair value of warrants | $ 79,000 | ||||||||||||||||||
Debt Instrument, Interest Rate During Period | 10.00% | ||||||||||||||||||
Warrants To Purchase Of Common Stock Shares | shares | 1,400,000 | ||||||||||||||||||
April Note | 10% unsecured [Member] | Short term convertible notes payable [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||
Debt Instrument, Term | 6 months | ||||||||||||||||||
Debt Instrument, Face Amount | $ 800,000 | ||||||||||||||||||
Placement agent cost | $ 69,000 | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.17 | ||||||||||||||||||
Warrants issued as a percentage of common shares issued upon conversion | 50.00% | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.20 | ||||||||||||||||||
Proceeds from Issuance of Debt | $ 700,000 | ||||||||||||||||||
Convertible Debt, Fair Value Disclosures | $ 400,000 | ||||||||||||||||||
May Note | 8% unsecured [Member] | Short term convertible notes payable [Member] | |||||||||||||||||||
Debt Instrument, Term | 6 months | ||||||||||||||||||
Debt Instrument, Face Amount | $ 600,000 | $ 600,000 | |||||||||||||||||
Original issue discount ("OID") | $ 50,000 | $ 50,000 | |||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.25 | $ 0.25 | |||||||||||||||||
Warrants issued as a percentage of common shares issued upon conversion | 40.00% | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | $ 0.25 | |||||||||||||||||
Convertible Debt, Fair Value Disclosures | $ 500,000 | $ 500,000 | |||||||||||||||||
May Note | 8% unsecured [Member] | Short term convertible notes payable - related parties [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |||||||||||||||||
August Notes [Member] | 8% unsecured [Member] | Short term convertible notes payable - related parties [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||||
Debt Instrument, Face Amount | $ 1,100,000 | ||||||||||||||||||
Original issue discount ("OID") | $ 110,000 | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.345 | ||||||||||||||||||
Warrants issued as a percentage of common shares issued upon conversion | 35.00% | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.34 | ||||||||||||||||||
Convertible Debt, Fair Value Disclosures | $ 600,000 | ||||||||||||||||||
Goldman Note [Member] | 10% unsecured [Member] | Short term convertible notes payable - related parties [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | $ 300,000 | |||||||||||||||||
Notice period for repayment of debt | 15 days | ||||||||||||||||||
Goldman Note [Member] | 10% unsecured [Member] | Initial Warrants | Short term convertible notes payable - related parties [Member] | |||||||||||||||||||
Warrants issued at fair value | $ 66,000 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 600,000 | 600,000 | |||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | |||||||||||||||||
Goldman Note [Member] | 10% unsecured [Member] | Conversion Warrants | Short term convertible notes payable - related parties [Member] | |||||||||||||||||||
Warrants issued as a percentage of common shares issued upon conversion | 50.00% | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | $ 0.25 | |||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | |||||||||||||||||
Convertible Debt, Fair Value Disclosures | $ 36,000 | $ 36,000 | |||||||||||||||||
Goldman Note [Member] | 10% unsecured [Member] | Minimum | Short term convertible notes payable - related parties [Member] | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.23 | $ 0.23 | |||||||||||||||||
Goldman Note [Member] | 10% unsecured [Member] | Minimum | Initial Warrants | Short term convertible notes payable - related parties [Member] | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | 0.23 | 0.23 | |||||||||||||||||
Goldman Note [Member] | 10% unsecured [Member] | Maximum | Short term convertible notes payable - related parties [Member] | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | 0.25 | 0.25 | |||||||||||||||||
Goldman Note [Member] | 10% unsecured [Member] | Maximum | Initial Warrants | Short term convertible notes payable - related parties [Member] | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | $ 0.25 | |||||||||||||||||
Paycheck Protection Program loan | 1% unsecured | Short Term Notes Payable [Member] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | ||||||||||||||||||
Debt Instrument, Term | 2 years | ||||||||||||||||||
Proceeds from Issuance of Debt | $ 400,000 | ||||||||||||||||||
Six Percentage Note Payable One [Member] | 6% unsecured [Member] | Short term convertible notes payable [Member] | |||||||||||||||||||
Notes Payable. | $ 110,000 | 110,000 | 110,000 | ||||||||||||||||
Six Percentage Notes Payable Two [Member] | 6% unsecured [Member] | Short term convertible notes payable [Member] | |||||||||||||||||||
Notes Payable. | $ 25,000 | ||||||||||||||||||
Convertible Debt Securities [Member] | |||||||||||||||||||
Debt amount converted | $ 9,000,000 | ||||||||||||||||||
Shares issued upon conversion | shares | 42,800,000 | ||||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | shares | 5,300,000 | ||||||||||||||||||
Promissory Note [Member] | 10% unsecured [Member] | |||||||||||||||||||
Warrants To Purchase Of Common Stock Shares | shares | 2,300,000 | 2,300,000 |
Outstanding Debt - Interest exp
Outstanding Debt - Interest expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Contractual interest | $ 8 | $ 36 | $ 19 | $ 364 |
Amortization of debt discount | 122 | |||
Interest and Debt Expense | 4,278 | 36 | 4,411 | 364 |
Interest expenses related to forbearance of debt to related parties | 4,270 | 4,270 | ||
Other interest expenses | 1 | 8 | 2 | |
Total interest expense | 5,540 | 724 | 7,224 | 2,267 |
Short term convertible notes payable - related parties [Member] | ||||
Contractual interest | 8 | 36 | 19 | 364 |
Amortization of debt discount | 122 | |||
Interest and Debt Expense | 8 | 36 | 141 | 364 |
Notes payable | ||||
Contractual interest | 344 | 330 | 936 | 881 |
Amortization of debt discount | 918 | 357 | 1,869 | 1,020 |
Interest and Debt Expense | $ 1,262 | $ 687 | $ 2,805 | $ 1,901 |
Net Earnings (Loss) per Share A
Net Earnings (Loss) per Share Applicable to Common Stockholders (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 662,000 | 456,726 |
Common stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 304,009 | 101,659 |
Common stock warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 341,798 | 340,769 |
Contingently issuable warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 11,739 | |
Convertible notes and accrued interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 16,193 | 2,559 |
Related Party Transactions - Su
Related Party Transactions - Summary of outstanding unpaid accounts payable held by related parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Advent BioServices [Member] | |||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 1,435 | $ 1,347 | $ 4,186 | $ 4,319 | |
Accounts Payable, Related Parties | 4,906 | 4,906 | $ 3,836 | ||
Research and development cost from Cognate settlement | 500 | $ 200 | 1,300 | $ 700 | |
Advent BioServices Invoiced [Member] | |||||
Accounts Payable, Related Parties | 1,739 | 1,739 | 834 | ||
Advent Bioscience Accrued | |||||
Accounts Payable, Related Parties | $ 3,167 | $ 3,167 | $ 3,002 |
Related Party Transactions - To
Related Party Transactions - Total interest expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Related Party Transactions | ||||
Contractual interest | $ 8 | $ 36 | $ 19 | $ 364 |
Amortization of debt discount | 122 | |||
Interest expenses related to forbearance of debt to related parties | 4,270 | 4,270 | ||
Total interest expense | $ 4,278 | $ 36 | $ 4,411 | $ 364 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions | Jul. 02, 2020 | Jul. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Oct. 12, 2020 | Sep. 26, 2018 |
Related Party Transaction [Line Items] | ||||||||
Repayments of notes | $ 64,000 | $ 329,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 | $ 0.25 | ||||||
Interest expenses related to forbearance of debt to related parties | $ 4,270,000 | $ 4,270,000 | ||||||
Subsequent Event | ||||||||
Related Party Transaction [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||||
Minimum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.20 | $ 0.20 | ||||||
Minimum | Subsequent Event | ||||||||
Related Party Transaction [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.153 | |||||||
Maximum | ||||||||
Related Party Transaction [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.40 | $ 0.40 | ||||||
Maximum | Subsequent Event | ||||||||
Related Party Transaction [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.50 | |||||||
Ancillary Services Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Term (in months) | 8 months | |||||||
Advent Bio Services Notes [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Short-term Debt | $ 65,000 | |||||||
Repayments of notes | $ 73,000 | |||||||
Interest rate | 10.00% | |||||||
Linda Powers [Member] | Forbearance Warrants [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to Related Parties | $ 5,400,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.21 | |||||||
Class Of Warrants Or Rights Issue Terms | P5Y | |||||||
Interest expenses related to forbearance of debt to related parties | $ 4,300,000 | |||||||
Class of Warrant or Right, Warrants Issued | 15.2 | |||||||
Senior Vice President | ||||||||
Related Party Transaction [Line Items] | ||||||||
Interest rate | 10.00% | 10.00% | ||||||
Convertible notes payable | $ 315,000 | $ 315,000 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stockholders' Deficit | ||
Number of Warrants, Outstanding | 359,473 | |
Number of Warrants, Warrants granted | 80,809 | |
Number of Warrants, Warrants exercised for cash | (34,746) | |
Number of Warrants, Cashless warrants exercise | (381) | |
Number of Warrants, Warrants expired and cancellation | (63,357) | |
Number of Warrants, Outstanding | 341,798 | 359,473 |
Weighted Average Exercise Price - Outstanding | $ 0.27 | |
Weighted Average Exercise Price - Warrants granted | 0.24 | |
Weighted Average Exercise Price - Warrants exercised for cash | 0.28 | |
Weighted Average Exercise Price, Cashless warrants exercise | $ 0.26 | |
Weighted Average Exercise Price, Warrants expired and cancellation | 0.31% | |
Weighted Average Exercise Price - Outstanding | $ 0.25 | $ 0.27 |
Remaining Contractual Term | 1 year 9 months 18 days | 1 year 5 months 1 day |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) - USD ($) | Oct. 12, 2020 | Aug. 05, 2020 | May 10, 2020 | May 31, 2020 | Apr. 30, 2020 | Nov. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Nov. 01, 2020 | Dec. 31, 2019 |
Shareholders Deficit [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,000,000 | 8,500,000 | 8,500,000 | ||||||||||
Warrants and Rights Outstanding, Term | 2 years 6 months | 2 years | 2 years | ||||||||||
Common Stock, Shares, Issued | 779,700,000 | 779,700,000 | 614,300,000 | ||||||||||
Fair Value Adjustment of Warrants | $ 2,500,000 | ||||||||||||
Proceeds from issuance of common stock and warrants | 16,893,000 | $ 2,241,000 | |||||||||||
Payments of Stock Issuance Costs | $ 200,000 | $ 200,000 | 600,000 | 200,000 | |||||||||
Class of Warrant or Right, Percentage Of Warrants Issued On Conversion | 17.50% | ||||||||||||
Number of warrants suspended | 81,000,000 | ||||||||||||
Aggregate proceeds from exercise of warrants | $ 9,626,000 | $ 2,219,000 | |||||||||||
Stock issued on exercise of warrants | 34,700,000 | ||||||||||||
Class of Warrant or Right, Agreed to be Suspended | 14,200,000 | 14,600,000 | 14,600,000 | ||||||||||
Warrants exercise price | $ 0.25 | $ 0.25 | |||||||||||
Class of Warrant or Right, Agreed to be Suspended And Unexercisable | 90,000,000 | ||||||||||||
Class of Warrant or Right, Whose Exercise Period is Extended | 29,000,000 | ||||||||||||
Convertible Debt Securities [Member] | |||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 9,000,000 | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 42,800,000 | ||||||||||||
Number of warrants issued | 5,300,000 | ||||||||||||
Subsequent Event | |||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 10,000,000 | $ 4,700,000 | |||||||||||
Warrants exercise period | 12 months | ||||||||||||
Amount of financing | $ 11,900,000 | ||||||||||||
Price per share | $ 0.816 | ||||||||||||
Number of warrants suspended | 274,000,000 | 29,000,000 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 15,600,000 | ||||||||||||
Aggregate proceeds from exercise of warrants | $ 4,300,000 | ||||||||||||
Stock issued on exercise of warrants | 12,800,000 | ||||||||||||
Class of Warrant or Right, Agreed to be Suspended | 3,500,000 | ||||||||||||
Number of warrants issued | 261,000 | ||||||||||||
Warrants exercise price | $ 2 | ||||||||||||
Class of Warrant or Right, Agreed to be Suspended And Unexercisable | 60,000,000 | ||||||||||||
Registered Direct Offering [Member] | |||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||
Common Stock, Shares, Issued | 34,500,000 | 34,500,000 | |||||||||||
Proceeds from Issuance Initial Public Offering | $ 5,700,000 | ||||||||||||
Payments for Repurchase of Initial Public Offering | $ 400,000 | ||||||||||||
April Financing | |||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 11,300,000 | ||||||||||||
Shares issued | 19,900,000 | ||||||||||||
Price per share | $ 0.153 | ||||||||||||
Proceeds from issuance of common stock and warrants | $ 3,000,000 | ||||||||||||
Payments of Stock Issuance Costs | $ 68,000 | ||||||||||||
Warrants exercise price | $ 0.20 | ||||||||||||
May Financing | |||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,600,000 | ||||||||||||
Shares issued | 14,200,000 | ||||||||||||
Proceeds from issuance of common stock and warrants | $ 2,900,000 | ||||||||||||
August Financing | |||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||
Amount of financing | $ 8,000,000 | ||||||||||||
Number of warrants suspended | 75,500,000 | ||||||||||||
Number of warrants issued | 12,500,000 | ||||||||||||
August Financing | Warrants issued as consideration for warrants suspension | |||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||
Warrants exercise price | $ 0.34 | ||||||||||||
August Financing | Convertible notes payable | |||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||
Proceeds from convertible note | $ 1,000,000 | ||||||||||||
Conversion price | $ 0.345 | ||||||||||||
Proceeds from Convertible Debt | $ 1,000,000 | ||||||||||||
Class of Warrant or Right, Percentage Of Warrants Issued On Conversion | 35.00% | ||||||||||||
Warrants exercise price | $ 0.34 | ||||||||||||
Placement Agent | |||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 800,000 | 800,000 | |||||||||||
Warrants and Rights Outstanding, Term | 2 years | 2 years | |||||||||||
Warrants exercise price | $ 0.21 | $ 0.21 | |||||||||||
Common Stock | Subsequent Event | |||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||
Warrants exercise period | 12 months | ||||||||||||
Shares issued | 12,200,000 | ||||||||||||
Percentage of warrants exercisable | 30.00% | ||||||||||||
Warrants exercise price | $ 2 | ||||||||||||
Common Stock | August Financing | |||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||
Shares issued | 21,800,000 | ||||||||||||
Amount from offering of newly registered common stock | $ 7,000,000 | ||||||||||||
Price per share | $ 0.32 | ||||||||||||
Number of warrants exercisable | 5,300,000 | ||||||||||||
Warrants exercise price | $ 0.34 | ||||||||||||
Minimum | |||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||
Warrants exercise price | 0.20 | 0.20 | |||||||||||
Minimum | Subsequent Event | |||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||
Warrants exercise price | $ 0.153 | ||||||||||||
Minimum | May Financing | |||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Term | 1 year 6 months | ||||||||||||
Price per share | $ 0.17 | ||||||||||||
Warrants exercise price | $ 0.22 | ||||||||||||
Minimum | August Financing | Warrants issued as consideration for warrants suspension | |||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||
Warrants exercise period | 13 months 15 days | ||||||||||||
Minimum | Placement Agent | |||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||
Warrants exercise price | 0.17 | 0.17 | |||||||||||
Minimum | Common Stock | August Financing | |||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||
Warrants exercise period | 18 months | ||||||||||||
Percentage of warrants exercisable | 20.00% | ||||||||||||
Maximum | |||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||
Warrants exercise price | $ 0.40 | $ 0.40 | |||||||||||
Maximum | Subsequent Event | |||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||
Warrants exercise price | $ 0.50 | ||||||||||||
Maximum | May Financing | |||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||
Warrants and Rights Outstanding, Term | 2 years 6 months | ||||||||||||
Price per share | $ 0.225 | ||||||||||||
Warrants exercise price | $ 0.23 | ||||||||||||
Maximum | August Financing | Warrants issued as consideration for warrants suspension | |||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||
Warrants exercise period | 25 months 15 days | ||||||||||||
Maximum | Common Stock | August Financing | |||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||
Warrants exercise period | 30 months | ||||||||||||
Percentage of warrants exercisable | 35.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Lease cost | ||
Operating lease cost | $ 700 | $ 619 |
Short-term lease cost | 33 | 119 |
Variable lease cost | 61 | 11 |
Total | 794 | 749 |
Other information | ||
Operating cash flows from operating leases | (745) | (162) |
UNITED KINGDOM | ||
Lease cost | ||
Operating lease cost | 453 | 454 |
Short-term lease cost | 33 | 38 |
Variable lease cost | 45 | |
Total | 531 | $ 492 |
Other information | ||
Operating cash flows from operating leases | $ (496) | |
Weighted-average remaining lease term - operating leases | 9 years 4 months 24 days | 10 years 2 months 12 days |
Weighted-average discount rate - operating leases | 12.00% | 12.00% |
UNITED STATES | ||
Lease cost | ||
Operating lease cost | $ 247 | $ 165 |
Short-term lease cost | 81 | |
Variable lease cost | 16 | 11 |
Total | 263 | 257 |
Other information | ||
Operating cash flows from operating leases | $ (249) | $ (162) |
Weighted-average remaining lease term - operating leases | 4 months 24 days | 1 year 1 month 6 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 | Sep. 30, 2020USD ($) |
Commitments And Contingencies [Line Items] | |
Remaining three months ended December 31, 2020 | $ 328 |
Year ended December 31, 2021 | 728 |
Year ended December 31, 2022 | 644 |
Year ended December 31, 2023 | 644 |
Year ended December 31, 2024 | 644 |
Thereafter | 8,990 |
Total | 11,978 |
Less present value discount | (7,081) |
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at September 30, 2020 | 4,897 |
UNITED STATES | |
Commitments And Contingencies [Line Items] | |
Remaining three months ended December 31, 2020 | 167 |
Year ended December 31, 2021 | 84 |
Total | 251 |
Less present value discount | (89) |
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at September 30, 2020 | 162 |
UNITED KINGDOM | |
Commitments And Contingencies [Line Items] | |
Remaining three months ended December 31, 2020 | 161 |
Year ended December 31, 2021 | 644 |
Year ended December 31, 2022 | 644 |
Year ended December 31, 2023 | 644 |
Year ended December 31, 2024 | 644 |
Thereafter | 8,990 |
Total | 11,727 |
Less present value discount | (6,992) |
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at September 30, 2020 | $ 4,735 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Details) | 9 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2020EUR (€) | Dec. 31, 2019USD ($) | |
Lease, Practical Expedient, Lessor Single Lease Component [true false] | true | ||
Operating Lease, Liability | $ 4,897,000 | ||
Lessee, Operating Lease, Term of Contract | 20 years | ||
Operating Lease, Right-of-Use Asset | $ 4,327,000 | $ 4,679,000 | |
German Tax Authorities | |||
Litigation settlement issue period | 3 years | 3 years | |
Settlement of tax plus penalties | $ 585,000 | € 500,000 | |
Settlement of withholding tax fully refundable | $ 2,600,000 | € 2,200,000 |
Revision to Prior Period Fina_3
Revision to Prior Period Financial Statements -Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Construction in progress | $ 7,135 | $ 1,685 | ||||
Total non-current assets | 15,030 | 7,443 | ||||
TOTAL ASSETS | 27,213 | 10,643 | ||||
Accounts payable and accrued expenses to related parties and affiliates | 4,924 | 3,844 | ||||
Total current liabilities | 226,276 | 44,196 | ||||
Total liabilities | 239,641 | 55,698 | ||||
Accumulated deficit | (1,090,917) | (841,395) | ||||
Total stockholders' deficit | (212,428) | $ (83,005) | (45,055) | $ (55,895) | $ (54,238) | $ (48,131) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 27,213 | 10,643 | ||||
As Previously Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Construction in progress | 171 | |||||
Total non-current assets | 5,929 | |||||
TOTAL ASSETS | 9,129 | |||||
Accounts payable and accrued expenses to related parties and affiliates | 842 | |||||
Total current liabilities | 41,194 | |||||
Total liabilities | 52,696 | |||||
Accumulated deficit | (839,907) | |||||
Total stockholders' deficit | (43,567) | |||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 9,129 | |||||
Adjustments | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Construction in progress | 1,500 | |||||
Accounts payable and accrued expenses to related parties and affiliates | 3,000 | |||||
Adjustments | Accrual and capitalization error correction | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Construction in progress | 1,514 | |||||
Total non-current assets | 1,514 | |||||
TOTAL ASSETS | 1,514 | |||||
Accounts payable and accrued expenses to related parties and affiliates | 3,002 | |||||
Total current liabilities | 3,002 | |||||
Total liabilities | 3,002 | |||||
Accumulated deficit | (1,488) | |||||
Total stockholders' deficit | (1,488) | |||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,514 |
Revision to Prior Period Fina_4
Revision to Prior Period Financial Statements - Consolidated Statement of Operations (Detaills) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Research and development expenses | $ 17,660 | $ 3,538 | $ 24,737 | $ 10,092 |
Total operating costs and expenses | 48,093 | 7,178 | 64,034 | 22,760 |
Loss from operations | (47,877) | (6,585) | (63,246) | (21,247) |
Net loss | (194,096) | (6,371) | (249,522) | (27,357) |
Total comprehensive loss | $ (195,336) | (5,479) | $ (249,999) | (26,334) |
As Previously Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Research and development expenses | 3,409 | 9,704 | ||
Total operating costs and expenses | 7,049 | 22,372 | ||
Loss from operations | (6,456) | (20,859) | ||
Net loss | (6,242) | (26,969) | ||
Total comprehensive loss | (5,350) | (25,946) | ||
Adjustments | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Research and development expenses | 100 | 400 | ||
Net loss | (388) | |||
Adjustments | Accrual and capitalization error correction | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Research and development expenses | 129 | 388 | ||
Total operating costs and expenses | 129 | 388 | ||
Loss from operations | (129) | (388) | ||
Net loss | (129) | (388) | ||
Total comprehensive loss | $ (129) | $ (388) |
Revision to Prior Period Fina_5
Revision to Prior Period Financial Statements - Consolidated Statement of Cash Flows (Detaills) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Cash Flows from Operating Activities: | ||||
Net loss | $ (194,096) | $ (6,371) | $ (249,522) | $ (27,357) |
Related party accounts payable and accrued expenses | 1,080 | (3,412) | ||
Net cash used in operating activities | (21,890) | (25,881) | ||
Supplemental schedule of non-cash investing and financing activities: | ||||
Capital expenditures included in accounts payable and accrued expenses to related parties and affiliates | $ 1,294 | 710 | ||
As Previously Reported | ||||
Cash Flows from Operating Activities: | ||||
Net loss | (6,242) | (26,969) | ||
Related party accounts payable and accrued expenses | (3,800) | |||
Net cash used in operating activities | (25,881) | |||
Adjustments | ||||
Cash Flows from Operating Activities: | ||||
Net loss | (388) | |||
Related party accounts payable and accrued expenses | 388 | |||
Supplemental schedule of non-cash investing and financing activities: | ||||
Capital expenditures included in accounts payable and accrued expenses to related parties and affiliates | 710 | |||
Accrual and capitalization error correction | Adjustments | ||||
Cash Flows from Operating Activities: | ||||
Net loss | $ (129) | $ (388) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 01, 2020 | Oct. 31, 2020 | Oct. 12, 2020 | May 31, 2020 | Nov. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Nov. 01, 2020 | May 10, 2020 |
Subsequent Event [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.25 | |||||||||
Class of Warrant or Right, Agreed to be Suspended | 14,600,000 | 14,200,000 | ||||||||
Aggregate proceeds from exercise of warrants | $ 9,626 | $ 2,219 | ||||||||
Stock issued on exercise of warrants | 34,700,000 | |||||||||
Warrants and options were previously suspended and not exercisable | 171,000,000 | |||||||||
Number of warrants suspended | 81,000,000 | |||||||||
Warrants to be issued to holder | 5,000,000 | 8,500,000 | ||||||||
Minimum | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.20 | |||||||||
Maximum | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.40 | |||||||||
Subsequent Event | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Equity And Debt Financing Cost | $ 11,900 | |||||||||
Share Price | $ 0.816 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||||||
Exercise period | 12 months | |||||||||
Class of Warrant or Right, Agreed to be Suspended | 3,500,000 | |||||||||
Number of warrants issued | 261,000 | |||||||||
Aggregate proceeds from exercise of warrants | $ 4,300 | |||||||||
Stock issued on exercise of warrants | 12,800,000 | |||||||||
Amount of debt converted | $ 10,000 | $ 4,700 | ||||||||
Shares issued upon conversion | 15,600,000 | |||||||||
Suspension period | 3 months | |||||||||
Class of warrant or right,extended in suspension | 157,000,000 | |||||||||
Number of warrants suspended | 274,000,000 | 29,000,000 | ||||||||
Subsequent Event | Acquisition | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Issue of common stock upon completion of significant milestone | 1,500,000 | |||||||||
Subsequent Event | Warrants Oher New Share Purchases | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of warrants suspended | 96,000,000 | |||||||||
Subsequent Event | Cashless Warrants Exercise | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Stock issued on exercise of warrants | 900,000 | |||||||||
Warrants exercises | 1,300,000 | |||||||||
Subsequent Event | Warrants through December 15, 2020 | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Class of Warrant or Right, Agreed to be Suspended | 21,000,000 | |||||||||
Number of warrants suspended | 178,000,000 | |||||||||
Subsequent Event | Minimum | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.153 | |||||||||
Subsequent Event | Minimum | Cashless Warrants Exercise | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.22 | |||||||||
Subsequent Event | Maximum | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.50 | |||||||||
Subsequent Event | Maximum | Cashless Warrants Exercise | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.52 | |||||||||
Subsequent Event | Note [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Percent of Warrants exercisable During Offering | 30.00% | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||||||
Exercise period | 12 months | |||||||||
Proceeds from Convertible Debt | $ 1,900 | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.85 | |||||||||
Suspension period | 3 months | |||||||||
Subsequent Event | Common Stock | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares issued | 12,200,000 | |||||||||
Percent of Warrants exercisable During Offering | 30.00% | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||||||
Exercise period | 12 months | |||||||||
Suspension period | 3 months |