Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 26, 2021 | Jun. 30, 2020 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 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 | ||
Entity Address, Address Line Two | SuiteĀ 800 | ||
Entity Address, City or Town | Bethesda | ||
Entity Address, State or Province | MD | ||
Entity Address, Postal Zip Code | 20814 | ||
City Area Code | 240 | ||
Local Phone Number | 497-9024 | ||
Trading Symbol | NWBO | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Shell Company | false | ||
Entity Public Float | $ 234,821,000 | ||
Entity Common Stock, Shares Outstanding | 842,137,013 | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 9,983 | $ 372 |
Prepaid expenses and other current assets | 5,528 | 2,828 |
Total current assets | 15,511 | 3,200 |
Non-current assets: | ||
Property, plant and equipment, net | 1,040 | 281 |
Construction in progress | 9,074 | 1,685 |
Right-of-use asset, net | 4,489 | 4,679 |
Indefinite-lived intangible asset | 1,292 | 0 |
Goodwill | 626 | 0 |
Other assets | 867 | 798 |
Total non-current assets | 17,388 | 7,443 |
TOTAL ASSETS | 32,899 | 10,643 |
Current liabilities: | ||
Accounts payable and accrued expenses | 7,380 | 6,348 |
Accounts payable and accrued expenses to related parties and affiliates | 5,363 | 3,844 |
Convertible notes, net | 3,830 | 568 |
Notes payable, net | 2,437 | 5,501 |
Notes payable to related party | 66 | |
Contingent payable derivative liability | 8,275 | 7,261 |
Warrant liability | 354,972 | 20,213 |
Lease liabilities | 167 | 395 |
Total current liabilities | 382,424 | 44,196 |
Non-current liabilities: | ||
Note payable, net of current portion, net | 8,507 | 6,588 |
Lease liabilities, net of current portion | 4,916 | 4,914 |
Total non-current liabilities | 13,423 | 11,502 |
Total liabilities | 395,847 | 55,698 |
COMMITMENTS AND CONTINGENCIES (Note 12) | ||
Stockholders' deficit: | ||
Preferred stock ($0.001 par value); 100,000,000 shares authorized as of December 31, 2020 and 2019, respectively | ||
Common stock ($0.001 par value); 1,200,000,000 shares authorized; 829.6 million and 614.3 million shares issued and outstanding as of December 31, 2020 and 2019, respectively | 830 | 614 |
Additional paid-in capital | 1,008,665 | 794,900 |
Stock subscription receivable | (79) | (10) |
Accumulated deficit | (1,371,216) | (841,395) |
Accumulated other comprehensive income | (1,148) | 836 |
Total stockholders' deficit | (362,948) | (45,055) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 32,899 | $ 10,643 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 |
Common stock, shares issued | 829,600,000 | 614,300,000 |
Common stock, shares outstanding | 829,600,000 | 614,300,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues: | ||
Research and other | $ 1,291 | $ 2,410 |
Total revenues | 1,291 | 2,410 |
Operating costs and expenses: | ||
Research and development | 33,637 | 14,106 |
General and administrative | 50,992 | 12,541 |
Legal expenses | 3,267 | 3,742 |
Total operating costs and expenses | 87,896 | 30,389 |
Loss from operations | (86,605) | (27,979) |
Other income (expense): | ||
Change in fair value of derivative liabilities | (435,351) | 11,828 |
Loss from extinguishment of debt | (1,582) | (1,941) |
Interest expense | (8,544) | (2,975) |
Foreign currency transaction gain | 2,261 | 255 |
Total other income(expense) | (443,216) | 7,167 |
Net loss | (529,821) | (20,812) |
Other comprehensive loss | ||
Foreign currency translation adjustment | (1,984) | (164) |
Total comprehensive loss | $ (531,805) | $ (20,976) |
Net loss per share applicable to common stockholders - basic and diluted | $ (0.73) | $ (0.04) |
Weighted average shares used in computing basic and diluted loss per share | 725,129 | 564,188 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | 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 | $ 775,741 | $ (10) | $ (825,385) | $ 1,000 | $ (48,131) | ||
Balance (in shares) at Dec. 31, 2018 | 523,232,000 | |||||||
Issuance of common stock and warrants for cash in a registered direct offering | $ 33 | 4,040 | 4,073 | |||||
Issuance of common stock and warrants for cash in a registered direct offering (in shares) | 32,708 | |||||||
Warrants exercised for cash | $ 10 | 2,210 | 2,220 | |||||
Warrants exercised for cash (in shares) | 9,532 | |||||||
Reclassification of warrant liabilities related to warrants exercised for cash | 1,759 | 1,759 | ||||||
Issuance of common stock and warrants for conversion of debt and accrued interest | $ 35 | 9,138 | 9,173 | |||||
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares) | 35,480 | |||||||
Issuance of common shares in connection with a settlement agreement | $ 12 | (12) | $ 52,000 | |||||
Issuance of common shares in connection with a settlement agreement (in shares) | 12,000 | 12,000,000 | ||||||
Stock-based compensation | $ 1 | 1,818 | $ 1,819 | |||||
Stock-based compensation (in shares) | 1,340 | |||||||
Beneficial conversion feature related to amended convertible note | 68 | 68 | ||||||
Reclass between shares payable and additional paid-in capital | 138 | 138 | ||||||
Net loss | (20,812) | (20,812) | ||||||
Cumulative translation adjustment | (164) | (164) | ||||||
Balance at Dec. 31, 2019 | $ 614 | 794,900 | (10) | (841,395) | 836 | (45,055) | ||
Balance (in shares) at Dec. 31, 2019 | 614,292 | |||||||
Cumulative effect of adopting new accounting standard | $ 4,802 | $ 4,802 | (841,395) | |||||
Issuance of common stock and warrants for cash in a registered direct offering | $ 98 | 16,462 | (69) | 16,491 | ||||
Issuance of common stock and warrants for cash in a registered direct offering (in shares) | 97,981 | |||||||
Warrants exercised for cash | $ 48 | 13,867 | 13,915 | |||||
Warrants exercised for cash (in shares) | 47,511 | |||||||
Reclassification of warrant liabilities related to warrants exercised for cash | 22,701 | $ 22,701 | ||||||
Cashless warrants exercise | $ 7 | (7) | ||||||
Cashless warrants exercise (in shares) | 7,086 | |||||||
Cashless option exercise (in shares) | 71 | 94 | ||||||
Issuance of common stock and warrants for conversion of debt and accrued interest | $ 58 | 19,591 | $ 19,649 | |||||
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares) | 58,368 | |||||||
Reclassification of warrant liabilities related to cashless warrants exercise | 9,478 | 9,478 | ||||||
Stock Issued During Period Value Issued For Non Cash Consideration | $ 7 | (7) | ||||||
Issuance of common stock in connection with Flaskworks acquisition | $ 1 | 1,132 | 1,133 | |||||
Issuance of common stock in connection with Flaskworks acquisition (in shares) | 655 | |||||||
Reclassification of warrant liabilities related to sequencing policy | 78,292 | 78,292 | ||||||
Stock-based compensation | $ 4 | 52,205 | 0 | 0 | 0 | 52,209 | ||
Stock-based compensation (in shares) | 3,667 | |||||||
Beneficial conversion feature related to amended convertible note | 44 | 44 | ||||||
Net loss | (529,821) | (529,821) | ||||||
Cumulative translation adjustment | (1,984) | (1,984) | ||||||
Balance at Dec. 31, 2020 | $ 830 | $ 1,008,665 | $ (79) | $ (1,371,216) | $ (1,148) | (362,948) | ||
Balance (in shares) at Dec. 31, 2020 | 829,631 | |||||||
Cumulative effect of adopting new accounting standard | $ (1,371,216) |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Payments of Stock Issuance Costs | $ 0.6 | $ 0.4 |
Direct Offering [Member] | ||
Warrant liability | $ 10.3 | $ 2.7 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (529,821) | $ (20,812) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization | 87 | 21 |
Amortization of debt discount | 3,013 | 1,430 |
Change in fair value of derivatives | 435,351 | (11,828) |
Change in fair value of contingent liability | 913 | |
Loss from extinguishment of debt | (1,582) | (1,941) |
Amortization of operating lease right-of-use asset | 338 | (322) |
Stock-based compensation related to warrants modification | 3 | |
Stock-based compensation for services | 52,209 | 1,819 |
Non-cash interest expense | 4,270 | |
Subtotal of non-cash charges | 497,763 | (6,936) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (2,350) | (1,226) |
Other non-current assets | (31) | (11) |
Accounts payable and accrued expenses | 1,702 | 30 |
Related party accounts payable and accrued expenses | 431 | (3,230) |
Lease liabilities | 213 | 326 |
Net cash used in operating activities | (32,093) | (31,859) |
Cash Flows from Investing Activities: | ||
Purchase of equipment and construction in progress | (6,610) | (360) |
Acquisition of Flaskworks, net of cash | (1,532) | |
Net cash used in investing activities | (8,142) | (360) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock and warrants in a registered direct offering, net | 26,814 | 6,874 |
Proceeds from exercise of warrants | 13,915 | 2,220 |
Proceeds from warrants modification | 4 | 7 |
Proceeds from issuance of notes payable, net | 8,557 | 7,000 |
Proceeds from issuance of convertible notes payable, net | 5,115 | |
Proceeds from issuance of convertible notes payable to related party | 315 | |
Repayment of notes payable | (1,556) | (420) |
Repayment of notes payable to related parties | (379) | (329) |
Repayment of convertible notes payable | (89) | |
Repayment of convertible notes payable to related parties | (5,400) | |
Net cash provided by financing activities | 52,696 | 9,952 |
Effect of exchange rate changes on cash and cash equivalents | (2,850) | 415 |
Net increase (decrease) in cash and cash equivalents | 9,611 | (21,852) |
Cash and cash equivalents, beginning of the year | 372 | 22,224 |
Cash and cash equivalents, end of the year | $ 9,983 | 372 |
Supplemental schedule of non-cash investing and financing activities: | ||
Issuance of common stock as consideration related to Flaskworks acquisition | 220 | |
Cashless warrants exercise | $ 7 | |
Reclassification of warrant liabilities related to warrants exercised for cash | 22,701 | 1,759 |
Reclassification of warrant liabilities related to cashless warrants exercise | 9,478 | |
Reclassification of warrant liabilities related to sequencing policy | 78,292 | |
Issuance of common stock and warrants for conversion of debt and accrued interest | 8,230 | 7,313 |
Offering cost related to warrant liability | 4,876 | 2,693 |
Deferred offering cost | 108 | |
Issuance of warrants in conjunction with convertible note payable | 153 | |
Issuance of warrants in connection with debt modification | 395 | |
Warrant modification in connection with debt amendment | 91 | |
Beneficial conversion feature related to amended convertible note | 44 | 68 |
Reclass between shares payable and additional paid-in capital | 138 | |
Capital expenditures included in accounts payable | 1,088 | 947 |
Conversion of outstanding accounts payables to note payable and contingent payable | 8,560 | |
Issuance of common shares in connection with a settlement agreement | 12 | |
Notes payable | ||
Supplemental disclosure of cash flow information | ||
Interest payments | (43) | |
Convertible notes payable | ||
Supplemental disclosure of cash flow information | ||
Interest payments | (11) | |
Related Party | Notes payable | ||
Supplemental disclosure of cash flow information | ||
Interest payments | (9) | (177) |
Related Party | Convertible notes payable | ||
Supplemental disclosure of cash flow information | ||
Interest payments | $ (19) | $ (795) |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization and Description of Business | |
Organization and Description of Business | 1. Organization and Description of Business Northwest Biotherapeutics, Inc. and its wholly owned subsidiaries NW Bio GmbH, Aracaris Ltd, Aracaris Capital, Ltd, and Northwest Biotherapeutics B.V. (collectively, the āCompanyā, āweā, āusā and āourā) were organized to discover and develop innovative immunotherapies for cancer. The Company has developed DCVaxĀ® platform technologies for both operable and inoperable solid tumor cancers. The Company has wholly owned subsidiaries in the U.K. and on April 25, 2019, the Company established a new wholly owned subsidiary Northwest Biotherapeutics B.V. in the Netherlands, where the European Medicines Agency is relocating. The Company relies upon contract manufacturers for production of its DCVax products, research and development services, distribution and logistics, and related services, in compliance with the Companyās specifications and the applicable regulatory requirements. On August 28, 2020, the Company acquired Flaskworks, LLC (āFlaskworksā), a company that has developed a system to close and automate the manufacturing of cell therapy products such as DCVaxĀ®. |
Financial Condition, Going Conc
Financial Condition, Going Concern and Management Plans | 12 Months Ended |
Dec. 31, 2020 | |
Financial Condition, Going Concern and Management Plans | |
Financial Condition, Going Concern and Management Plans | 2. Financial Condition, Going Concern and Management Plans The Company has incurred annual net operating losses since its inception. The Company had a net loss of $529.8 million, which included a cash loss of $32 million and a non-cash loss of $497.8 million, for the year ended December 31, 2020. The increase in net loss for the year ended December 31, 2020 was primarily due to the increased stock price, which resulted in significant non-cash loss from the change on the derivative liability. The Company used approximately $32.1 million of cash in its operating activities for the year ended December 31, 2020. 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 Companyās 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 Companyās ability to continue as a going concern within one year from the date of this filing. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the outcome of this uncertainty. As also previously reported, coronavirus-related difficulties have impacted most aspects of the process, especially with the successive waves of COVID cases in many areas. The independent service firms have had limited capacity, and restrictions on operations. Key experts at certain specialized service providers have been unavailable for periods of time due to illness in their family. Other experts have gone on extended leave due to restrictions on operations. Clinical trial site personnel have been unavailable due to being reassigned for COVID, and the limited site personnel have had to work under restrictions. Committee processes and regulatory processes have been similarly focused on COVID matters and delayed on other matters. Firms such as the ones storing the Phase III trial tissue samples that are needed for certain analyses, and the firms conducting the analyses, continue to have only limited operations. Even logistical matters such as the shipping of materials have been, and continue to be, subjected to substantial restrictions and delays. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements of the Company were prepared in accordance with generally accepted accounting principles in the U.S. (āU.S. GAAPā) and include the assets, liabilities, revenues and expenses of the wholly owned subsidiaries in Germany, United Kingdom and Netherlands. All intercompany transactions and accounts have been eliminated in consolidation. Consolidation The Companyās policy is to consolidate all entities in which it can vote a majority of the outstanding voting stock. In addition, the Company consolidates entities that meet the definition of a variable interest entity (VIE) for which the Company is the primary beneficiary, if any. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entityās economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the VIE. As of December 31, 2020, the Company did not consolidate any VIE's as the Company has concluded that it is not the primary beneficiary. Use of Estimates In preparing consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and judgments, including 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. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the reported amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates, particularly given the significant social and economic disruptions and uncertainties associated with the ongoing coronavirus pandemic ("COVID-19") and the COVID-19 control responses. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which at times may exceed the Federal depository insurance coverage (āFDICā) of $250,000. As of December 31, 2020, of the total $10 million in cash and cash equivalents, $0.6 million was held by foreign subsidiaries. The Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Property, Plant and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided for using straight-line methods, in amounts sufficient to charge the cost of depreciable assets to operations over their estimated service lives. Repairs and maintenance costs are charged to operations as incurred. Costs for capital assets not yet placed into service are capitalized as construction in progress on the consolidated balance sheets and will be depreciated once placed into service. The Company assesses its long-lived assets for impairment whenever facts and circumstances indicate that the carrying amounts may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining lives of such assets. If these projected undiscounted net future cash flows are less than the carrying amounts, an impairment loss would be recognized, resulting in a write-down of the assets with a corresponding charge to earnings. The impairment loss is measured based upon the difference between the carrying amounts and the fair values of the assets. 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 is 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 has one operating segment and one reporting unit. 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. No Fair Value of Financial Instruments ASC 820, Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The Company accounts for the issuance of common stock purchase warrants issued in connection with the equity offerings in accordance with the provisions of ASC 815, Derivatives and Hedging ("ASC 815"). The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in its Consolidated Statements of Operations and Comprehensive Loss. The fair value of the warrants issued by the Company has been estimated using Monte Carlo simulation and or a Black Scholes model. The warrant liabilities are valued using Level 3 valuation inputs (see Note 4). Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt instruments to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the Statement of Operations. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (āBCFā) requiring separate recognition. When the Company record a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid-in capital) and amortized to interest expense over the life of the debt. Derivative Financial Instruments The Company has derivative financial instruments that are not hedges and do not qualify for hedge accounting. Changes in the fair value of these instruments are recorded in other income (expense), on a net basis in the Consolidated Statements of Operations and Comprehensive Loss. Contingent payable derivative liability During the year ended December 31, 2019, the Company entered into a settlement agreement with Cognate BioServices, resolving past matters and providing for the restart of DCVaxĀ®-Direct Production. As part of this overall settlement, the Company also provided a contingent note payable (the āContingent Payable Derivativeā) of $10 million, which is only payable upon the Companyās first financing after DCVax product approval in or outside the U.S. If such product approval has not been obtained by the seventh anniversary of the agreement, such Contingent Payable Derivative will expire without becoming payable. On a quarterly basis, management makes estimates for key performance milestones and uses the expected dates as the inputs for valuation. The fair value of the Contingent Payable Derivative has been estimated using Monte Carlo simulation, which are valued using Level 3 valuation inputs. Leases Prior to January 1, 2019, the Company recognized rent expense on a straight-line basis over the lease period and accounts for the difference between straight-line rent and actual lease payments as deferred rent. Subsequent to the adoption of the new leasing standard on January 1, 2019, the Company recognizes a lease asset for its right to use the underlying asset and a lease liability for the corresponding lease obligation. The Company determines whether an arrangement is or contains a lease at contract inception. Operating leases with a duration greater than one year are included in right-of-use assets, lease liabilities, and lease liabilities, net of current portion in the Companyās consolidated balance sheets. Right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the net present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date. The incremental borrowing rate represents the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company considers a lease term to be the non-cancelable period that it has the right to use the underlying asset. The operating lease right-of-use assets also include any lease payments made and exclude lease incentives. Lease expense is recognized on a straight-line basis over the expected lease term. Variable lease expenses are recorded when incurred. Foreign Currency Translation and Transactions The Company has operations in Germany, the United Kingdom and Netherlands in addition to the U.S. The Company translated its assets and liabilities into U.S. dollars using end of period exchange rates and revenues and expenses are translated into U.S. dollars using weighted average rates. Foreign currency translation adjustments are reported as a separate component of accumulated other comprehensive income (loss) within stockholdersā equity deficit. The Company converts receivables and payables denominated in other than the Companyās functional currency at the exchange rate as of the balance sheet date. The resulting transaction exchange gains or losses related to intercompany receivable and payables, are included in other income and expense. Comprehensive Loss The Company reports comprehensive loss and its components in its consolidated financial statements. Comprehensive loss consists of net loss and foreign currency translation adjustments, affecting stockholdersā equity deficit that, under U.S, GAAP, is excluded from net loss. Revenue Recognition The Company recognizes revenue in accordance with the terms stipulated under the patient service contract. In various situations, the Company receives certain payments for DCVaxĀ®-L for patient treatment. These payments are assessed and recognized in accordance with ASC 606 in the period when the performance obligation has been met. Accrued Outsourcing Costs Substantial portions of our preclinical studies and clinical trials are performed by third-party laboratories, medical centers, contract research organizations and other vendors (collectively āCROsā). These CROs generally bill monthly or quarterly for services performed, or bill based upon milestones achieved. For clinical studies, expenses are accrued when services are performed. The Company monitors patient enrollment, the progress of clinical studies and related activities through internal reviews of data that is tracked by the CROs under contractual arrangements, correspondence with the CROs and visits to clinical sites. Research and Development Costs Research and development costs are charged to operations as incurred and consist primarily of clinical trial related costs (including costs for collection, validation and analysis of trial results), related party manufacturing costs, consulting costs, contract research and development costs, clinical site costs and compensation costs. Income Taxes The Company evaluates its tax positions and estimates its current tax exposure along with assessing temporary differences that result from different book to tax treatment of items not currently deductible for tax purposes. These differences result in deferred tax assets and liabilities on the Companyās Consolidated Balance Sheets, which are estimated based upon the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates that will be in effect when these differences reverse. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the Companyās Consolidated Statements of Comprehensive Loss become deductible expenses under applicable income tax laws or loss or credit carryforwards are utilized. Accordingly, realization of the Companyās deferred tax assets is dependent on future taxable income against which these deductions, losses and credits can be utilized. The Company must assess the likelihood that the Companyās deferred tax assets will be recovered from future taxable income, and to the extent the Company believes that recovery is not more likely than not, the Company must establish a valuation allowance. Management judgment is required in determining the Companyās provision for income taxes, the Companyās deferred tax assets and liabilities and any valuation allowance recorded against the Companyās net deferred tax assets. Excluding foreign operations, the Company recorded a full valuation allowance at each balance sheet date presented because, based on the available evidence, the Company believes it is more likely than not that it will not be able to utilize all of its deferred tax assets in the future. The Company intends to maintain the full valuation allowance until sufficient evidence exists to support the reversal of the valuation allowance. Stock Based Compensation 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. Prior to January 1, 2019, share-based compensation cost for non-employees was re-measured at every reporting period. 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 and the assumptions used in calculating the fair value of stock-based awards represent managementās best estimates and involve inherent uncertainties and the application of managementās judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend 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 Companyās 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 Companyās consolidated results of operations. Debt Extinguishment The Company accounts for the income or loss from extinguishment of debt by comparing the difference between the reacquisition price and the net carrying amount of the debt being extinguished and recognizes this as gain or loss when the debt is extinguished. The gain or loss from debt extinguishment is recorded in the consolidated statements of operations under āother income (expense)ā as loss from extinguishment of convertible debt. Sequencing The Company adopted a sequencing policy under ASC 815-40-35 whereby in the event that reclassification of contracts from equity to liabilities is necessary pursuant to ASC 815 due to the Companyās inability to demonstrate it has sufficient authorized shares. This was previously the result of certain financial instruments with a potentially indeterminable number of shares and most recently due to the company committing more shares than authorized. While temporary suspensions are in place to keep the potential exercises beneath the number authorized, certain instruments are classified as liabilities, after allocating available authorized shares on the basis of the earliest grant date of potentially dilutive instruments. Pursuant to ASC 815, issuance of stock based awards to the Companyās employees, nonemployees or directors are not subject to the sequencing policy. Loss per Share Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus dilutive potential common shares outstanding using the treasury stock method. Any potentially dilutive securities are anti-dilutive due to the Companyās net losses. For the years presented, there is no difference between the basic and diluted net loss per share. Recent Accounting Standards Income Taxes In December 2019, the FASB issued ASU No. 2019-12, āIncome Taxes (Topic 740): Simplifying the Accounting for Income Taxes (āASU 2019-12ā), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. Debt In August 2020, the FASB issued ASU No. 2020-06, DebtāDebt with Conversion and Other Options (Subtopic 470-20) and Derivatives and HedgingāContracts in Entityās Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entityās 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 consolidated financial statements and related disclosures. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurements | |
Fair Value Measurements | 4. Fair Value Measurements In accordance with ASC 820 (Fair Value Measurements and Disclosures), the Company uses various inputs to measure the outstanding warrants, certain embedded conversion feature associated with convertible debt and contingent payable to Cognate BioServices on a recurring basis to determine the fair value of the liability. ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair value measured at December 31, 2020 ā ā ā Quoted prices in active Significant other Significant ā ā Fair value at ā markets ā observable inputs ā unobservable inputs ā ā December 31, 2020 ā (Level 1) ā (Level 2) ā (Level 3) Warrant liability ā $ 354,972 ā $ ā ā $ ā ā $ 354,972 Embedded conversion option ā ā 2,507 ā ā ā ā ā ā ā ā 2,507 Contingent payable derivative liability ā 8,275 ā ā ā ā ā 8,275 Total fair value ā $ 365,754 ā $ ā ā $ ā ā $ 365,754 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair value measured at December 31, 2019 ā ā ā Quoted prices in active Significant other Significant ā ā Fair value at ā markets ā observable inputs ā unobservable inputs ā ā December 31, 2019 ā (Level 1) ā (Level 2) ā (Level 3) Warrant liability ā $ 20,213 ā $ ā ā $ ā ā $ 20,213 Contingent payable derivative liability ā 7,261 ā ā ā ā ā 7,261 Total fair value ā $ 27,474 ā $ ā ā $ ā ā $ 27,474 ā There were no transfers between Level 1, 2 or 3 during the years ended December 31, 2020 and 2019. The following table presents changes in Level 3 liabilities measured at fair value for the years ended December 31, 2020 and 2019. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands). ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Contingent ā ā ā ā ā ā ā ā Embedded ā Payable ā ā ā ā ā Warrant ā Conversion ā Derivative ā ā ā ā Liability Option Liability Total Balance - January 1, 2019 ā $ 29,995 ā $ 357 ā $ ā ā $ 30,352 Additional contingent liability in connection with a settlement agreement ā ā ā ā ā ā ā ā 6,602 ā ā 6,602 Additional warrant liability ā ā 4,110 ā ā ā ā ā ā ā ā 4,110 Extinguishment of derivative liabilities ā ā ā ā ā (3) ā ā ā ā ā (3) Extinguishment of warrant liabilities related to warrants exercised for cash ā ā (1,759) ā ā ā ā ā ā ā ā (1,759) Change in fair value ā ā (12,133) ā ā (354) ā ā 659 ā ā (11,828) Balance - December 31, 2019 ā ā 20,213 ā ā ā ā ā 7,261 ā ā 27,474 Additional warrant liability ā ā 18,864 ā ā ā ā ā ā ā ā 18,864 Reclassification of warrant liabilities ā ā (110,471) ā ā ā ā ā ā ā ā (110,471) Extinguishment of embedded conversion option due to debt conversion and debt repayment ā ā ā ā ā (8,271) ā ā ā ā ā (8,271) Additional embedded conversion option ā ā ā ā ā 2,807 ā ā ā ā ā 2,807 Change in fair value ā ā 426,366 ā ā 7,971 ā ā 1,014 ā ā 435,351 Balance - December 31, 2020 ā $ 354,972 ā $ 2,507 ā $ 8,275 ā $ 365,754 ā A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Companyās warrant liabilities and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of December 31, 2020 and 2019 is as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā As of December 31, 2020 ā ā Warrant ā Embedded ā Contingent Payable ā ā Liability ā Conversion Option ā Derivative Liability Strike price ā $ 0.28 ā $ 0.59 ā $ 1.53 ā Contractual term (years) ā 1.6 ā 0.9 ā 1.4 ā Volatility (annual) ā 116 % 106 % 126 % Risk-free rate ā 0.2 % 0.1 % 0.1 % Dividend yield (per share) ā 0 % 0 % 0 % ā ā ā ā ā ā ā ā ā ā ā As of December 31, 2019 ā Warrant Contingent Payable ā ā Liability ā Derivative Liability Strike price ā $ 0.21 ā $ 0.21 ā Contractual term (years) ā 1.4 ā 1.0 ā Volatility (annual) ā 74 % 62 % Risk-free rate ā 2 % 2 % Dividend yield (per share) ā 0 % 0 % * contingent payable derivative liability based on stock price as of December 31, 2020 and December 31, 2019 |
Flaskworks Acquisition
Flaskworks Acquisition | 12 Months Ended |
Dec. 31, 2020 | |
Flaskworks Acquisition | |
Flaskworks Acquisition | 5. Flaskworks Acquisition On August 28, 2020, the Company completed the acquisition of Flaskworks (the āAcquisitionā), 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 Companyās 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 was paid in either cash or stock, or a combination thereof, within 120 days after the closing. Between October and December 2020, $0.5 million was paid in cash upon the sellerās election. In addition to the $0.5 million cash payment, on December 25, 2020, upon the sellerās election, the Company issued 654,762 shares in equivalent of $0.2 million special consideration payment pursuant to the Unit Purchase Agreement. The $0.336 per share price was established by the Unit Purchase Agreement. The incremental change in fair value of the shares resulting from market price increase was approximately $0.9 million, which was recognized as a component of general and administrative expense in the consolidated statement of operations. Based on the Company's preliminary valuation, the total estimated consideration of $2.1 million has been allocated to assets acquired and liabilities assumed as of the acquisition date as follows (amount in thousands): ā ā ā ā ā Cash $ 146 Current assets ā 135 Fixed assets, net ā 188 Indefinite-lived intangible asset ā 1,292 Security deposits ā 8 Total assets acquired ā 1,769 Accounts payable ā (12) Accrued expenses ā (240) Total liabilities assumed ā (252) Net identifiable assets acquired ā 1,517 Goodwill ā 626 Total estimated consideration (1) ā $ 2,143 ā ā ā ā Less special consideration paid in cash and stock ā $ (465) Less cash acquired ā (146) Total consideration paid, net of cash acquired ā $ 1,532 (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 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 $0.6 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 $0.6 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 Companyās 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 Flaskworksā products and the respective royalty rate, tax affected and discounted to the present using a discount rate based on Flaskworksā 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 | 12 Months Ended |
Dec. 31, 2020 | |
Stock-based Compensation | |
Stock-based Compensation | 6. Stock-based Compensation The following table summarizes total stock-based compensation expense recognized for the years ended December 31, 2020 and 2019 (in thousands): ā ā ā ā ā ā ā ā ā For the years ended ā ā December 31, ā 2020 2019 Research and development ā $ 19,792 ā $ 471 General and administrative (1) ā 32,163 ā 1,350 Total stock-based compensation expense ā $ 51,955 ā $ 1,821 (1) The general and administrative expense during the years ended December 31, 2020 and 2019 is related to the applicable vesting portion of stock options awards made in the past and new options granted during the year ended December 31, 2020 to directors, employees and external consultants. ā 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 years ended December 31, 2020 and 2019: ā ā ā ā ā ā ā ā ā ā For the years ended ā ā December 31, Grant Date ā 2020 ā 2019 Exercise price ā $ 0.26 ā $ 0.20 ā Expected term (years) ā 5.2 ā 5.6 ā Expected stock price volatility ā 98 % 86 % Risk-free rate of interest ā 0 % 1 % ā The total unrecognized compensation cost was approximately $17 million as of December 31, 2020, and will be recognized over the next 1.8 years. Stock Options Equity Compensation Plan On May 29, 2020, the Board of Directors of the Company approved a new equity compensation plan (the āPlanā). The Companyās 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 āPrior Planā). 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 Companyās option plans during the years ended December 31, 2020 and 2019 (amount in thousands, except per share number): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted ā ā ā ā ā ā ā ā ā Average ā ā ā ā ā ā ā Weighted ā Remaining ā ā ā ā ā Number of ā Average Exercise ā Contractual Life ā Total Intrinsic ā ā Shares ā Price ā (in years) ā Value Outstanding as of January 1, 2019 100,159 ā ā 0.24 9.3 ā ā ā Granted ā 4,500 ā ā 0.22 ā 10.4 ā ā ā Outstanding as of December 31, 2019 ā 104,659 ā $ 0.24 ā 8.4 ā $ ā Granted (Approved 2018-2020) (1) ā 208,525 ā ā 0.37 (3) 10.0 ā ā ā Cashless exercise (94) ā 0.34 ā ā ā ā Forfeited/expired (4,250) ā 0.22 ā ā ā Outstanding as of December 31, 2020 308,840 ā $ 0.33 8.9 ā $ 372,219 Options vested (2) 223,720 ā $ 0.30 8.7 ā $ 276,432 (1) The options granted during the year ended December 31, 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) Approximately 128 million vested options as of December 31, 2020 are not exercisable until January 15, 2021. See Note 15 below under Subsequent Events for more information about additional options suspensions for further periods. (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 year ended December 31, 2020, based on the following weighted average assumptions: ā ā ā ā ā ā ā ā ā ā Post Modification Pre Modification Exercise price ā $ 0.23 ā $ 0.23 ā Expected term (years) ā 4.3 ā 4.0 ā Expected stock price volatility ā 97 % 97 % Risk-free rate of interest ā 0 % 0 % ā 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 āReplacement Optionsā) 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. ā ā ā ā ā ā ā ā ā ā Post Modification Pre Modification Exercise price ā $ 0.22 ā $ 0.22 ā Expected term (years) ā 5.3 ā 4.7 ā Expected stock price volatility ā 96 % 97 % Risk-free rate of interest ā 0 % 0 % ā Flaskworks Acquisition On August 28, 2020, the Company entered into a Unit Purchase Agreement (the āAgreementā) 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. 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. During the year ended December 31, 2020, the Company recognized approximately $1.0 million stock-based compensation related to the Flaskworks Acquisition. Approximate $0.5 million was recognized in general and administrative and $0.5 million was recognized in research and development. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment | |
Property, Plant and Equipment | 7. Property, Plant and Equipment Property, plant and equipment consist of the following at December 31, 2020 and 2019 (in thousands): ā ā ā ā ā ā ā ā ā ā ā December 31, December 31, Estimated ā ā 2020 ā 2019 ā Useful Life Leasehold improvements ā $ 81 ā $ 186 Lesser of lease term or estimated useful life Office furniture and equipment ā 219 ā 59 3-5 years Computer equipment and software ā 1,403 ā 611 3-5 years Land in the United Kingdom ā ā 93 ā ā 90 ā NA ā ā 1,796 ā 946 ā ā Less: accumulated depreciation ā (756) ā (665) Total property, plant and equipment, net ā $ 1,040 ā $ 281 ā ā ā ā ā ā ā ā ā Construction in progress ā $ 9,074 ā $ 1,685 ā Depreciation expense was approximately $87,000 and $21,000 for the years ended December 31, 2020 and 2019, respectively. Construction in Progress In connection with the Companyās manufacturing facility in U.K, the Company has incurred and is incurring costs with certain vendors to design and build out certain stages of the facility. Additionally, the Company purchased certain manufacturing equipment that has been or will be installed in connection with the buildout. These costs were all capitalized and recorded as part of construction in progress as of December 31, 2020 and 2019. 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. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payable | |
Notes Payable | 8. Notes Payable The following two tables summarize outstanding debt as of December 31, 2020 and December 31, 2019, respectively (amount in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Stated ā ā ā ā ā ā Embedded ā ā ā ā ā ā Interest ā Conversion ā ā ā ā Remaining ā Conversion ā Carrying ā ā Maturity Date ā Rate ā Price ā Face Value ā Debt Discount ā Option ā Value Short term convertible notes payable ā ā ā ā ā ā ā 6% unsecured (1) ā Due ā 6 % $ 3.09 ā $ 135 ā $ ā ā $ ā ā $ 135 8% unsecured (3) (4) ā 4/30/2021 ā 8 % $ 0.85 ā 2,125 ā (937) ā 2,507 ā 3,695 ā ā ā ā ā ā ā ā ā ā ā ā 2,260 ā ā (937) ā ā 2,507 ā ā 3,830 Short term notes payable ā ā ā ā ā ā ā 8% unsecured (5) ā Various ā 8 % N/A ā 1,785 ā (51) ā ā ā 1,734 10% unsecured (6) ā Various ā 10 % N/A ā 263 ā ā ā ā ā 263 12% unsecured (7) ā On Demand ā 12 % N/A ā 440 ā ā ā ā ā 440 ā ā ā ā ā ā ā ā ā ā ā 2,488 ā (51) ā ā ā 2,437 Long term notes payable ā ā ā ā ā ā ā 8% unsecured (10) ā Various ā 8 % N/A ā 7,160 ā (496) ā ā ā 6,664 6% secured (11) ā 3/25/2025 ā 6 % N/A ā 1,843 ā ā ā ā ā 1,843 ā ā ā ā ā ā ā ā ā ā ā 9,003 ā (496) ā ā ā 8,507 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Ending balance as of December 31, 2020 ā ā ā ā ā ā ā ā ā ā $ 13,751 ā $ (1,484) ā $ 2,507 ā $ 14,774 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Stated ā ā ā ā ā ā ā ā ā ā ā ā ā Interest ā Conversion ā ā ā ā Remaining ā Carrying ā ā Maturity Date ā Rate ā Price ā Face Value ā Debt Discount ā Value Short term convertible notes payable ā ā ā ā ā ā 6% unsecured (1) ā Due ā 6 % $ 3.09 ā $ 135 ā $ ā ā $ 135 10% unsecured (2) ā 4/18/2020 ā 10 % $ 0.22 ā 500 ā (67) ā 433 ā ā ā ā ā ā ā ā ā ā ā 635 ā ā (67) ā 568 Short term notes payable ā ā ā ā ā ā 8% unsecured (5) ā Various ā 8 % N/A ā 555 ā (43) ā 512 10% unsecured (6) ā Various ā 10 % N/A ā 3,551 ā (73) ā 3,478 12% unsecured (7) ā On Demand ā 12 % N/A ā 440 ā ā ā 440 0% unsecured (8) ā 8/1/2020 ā 0 % N/A ā 1,156 ā (85) ā 1,071 ā ā ā ā ā ā ā ā ā ā ā 5,702 ā (201) 5,501 Short term notes payable - related parties ā ā ā ā ā ā 10% unsecured - Related Parties (9) ā On Demand ā 10 % N/A ā 66 ā ā ā 66 ā ā ā ā ā ā ā ā ā ā ā 66 ā ā 66 Long term notes payable ā ā ā ā ā ā 8% unsecured (5) ā Various ā 8 % N/A ā 7,008 ā (420) ā 6,588 ā ā ā ā ā ā ā ā ā ā ā 7,008 ā (420) 6,588 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Ending balance as of December 31, 2019 ā ā ā ā ā ā ā ā ā ā $ 13,411 ā $ (688) ā $ 12,723 (1) This $135,000 note as of December 31, 2020 and 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 āFebruary Notesā) with multiple holders (the āHoldersā) 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. During the year ended December 31, 2020, the Company converted the entire February Notes, including $68,000 accrued interest into approximate 5.1 million shares of the Company's common stock. In April 2020, the Company entered into a six-month convertible note (the āApril Noteā) with an individual investor (the āHolderā) 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 āConversion Warrantsā). 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 Holderās 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 āAmendmentā) with an individual holder of a short-term convertible note, primarily to agree on the following changes: - Reclassed $75,000 accrued interest as of amendment date to the outstanding principal amount; - Extended the maturity date of a convertible note with approximately $0.6 million of principal outstanding, as of the amendment date, to October 18, 2020 (the āAmended Noteā); - Reduced the conversion price from $0.22 to $0.181 - Issued a new 2 -year warrant for up to 2.3 million shares of the Companyās common stock at an exercise price of $0.25 per share valued at $115,000 on the amendment date; The amendment was recognized as a debt extinguishment, resulting in a loss on debt extinguishment of approximately $70,000. During the year ended December 31, 2020, the Company converted the entire Amended Note of approximately $0.6 million, including $28,000 accrued interest into approximately 3.3 million shares of common stock. (3) In May 2020, the Company entered into a six-month convertible note (the āMay Noteā) with an individual investor (the āHolderā) with an aggregate principal amount of $0.6 million. The May Note contains an original issue discount (āOIDā) 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 āConversion Warrantsā). 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 required bifurcation at fair value, which was approximately $0.5 million on the issuance date, resulting in additional debt discount to the May Note. On October 1, 2020, the Company converted the entire $0.6 million of the May Note including $19,000 accrued interest, into approximately 2.3 million shares of the Company's common stock and 0.9 million warrants with fair value of approximate $3.4 million. The Company also extinguished $2.8 million embedded derivative liability upon the conversion. 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. (4) In October 2020, the Company entered into a convertible note (the "October Note") with the same investor as the August Note (the "Holder") with an aggregate principal amount of $2.1 million. The October Note contains OID in the amount of $200,000 . The October Note bears interest at the rate of 8% per annum and is convertible into common shares of the Company at $0.85 plus a warrant to purchase a number of exercise shares equal to 30% of the number of common shares issued upon conversion (the "Conversion Warrants"). The Conversion Warrants will be exercisable until January 12, 2022 beginning on January 15, 2021 with exercise price of $2.00 per share. The conversion option within the October Note is required to be bifurcated at fair value, which was approximately $1.4 million on the issuance date, resulting in additional debt discount of $1.4 million to the October Note. (5) During the year ended December 31, 2020, the Company converted approximately $5.8 million of outstanding principal and $0.6 million of accrued interest into approximately 29.1 million shares of the Companyās common stock with a fair value of $7.6 million. The Company recognized approximately $1.2 million in debt extinguishment loss from this conversion. (6) In May 2020, the Company converted approximately $0.3 million of outstanding principal and accrued interest into approximately 1.3 million shares of the Companyās 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. The note became convertible at a conversion price of $0.34 (the āAmended August Noteā). The amendment was accounted as debt extinguishment and the Company recognized approximately $1.6 million in debt extinguishment loss from this transaction. During the year ended December 31, 2020, the Company made $0.1 million cash payment and converted approximate $1.4 million outstanding debt including $15,000 accrued interest into approximately 4.1 million shares of the Companyās common stock. During the year ended December 31, 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 Companyās 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. (7) The $440,000 balance of outstanding principal as of December 31, 2020 and 2019 consists of two separate 12% demand notes in the amounts of $300,000 and $140,000 . (8) 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 DCVaxĀ®-Direct Production. During the year ended December 31, 2020, the Company made full repayment of $1.2 million to the note holder. (9) On September 26, 2018, Advent BioServices (āAdventā), 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 ā prior written notice to the Company. During the year ended December 31, 2020, the Company made full repayment to Advent, including all outstanding interest. Between February and May 2020, the Company entered into multiple demand loan agreements with Leslie Goldman, the Companyās Senior Vice President, General Counsel, for an aggregate principal amount of $0.3 million (the āGoldman Notesā). 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 Companyās common stock (the āInitial Warrantsā) in conjunction with the Goldman Notes. The Initial Warrants have a five Upon conversion, Mr. Goldman would also receive a five-year term warrant to purchase a number of the Companyās common shares equal to 50% of the number of common shares issued upon conversion of the Goldman Notes (the āConversion Warrantsā). The Conversion Warrants will be exercisable at $0.25 per share. During the year ended December 31, 2020, the Company made full repayment of $0.3 million to Mr. Goldman, including all outstanding interest. Upon the repayment, the Company also extinguished $1.6 million embedded derivative liability, which was recorded as debt extinguishment gain. (10) During the year ended December 31, 2020, the Company entered into two note purchase agreements (the āNotesā) 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. (11) Cambridge Loan On March 26, 2020, the Company entered into a Loan Agreement (the āLoan Agreementā) with Cambridge & Peterborough Combined Authority (the āLenderā) for a loan of Ā£1.35 million (approximately $1.7 million) (the āLoanā) 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 granted a security interest in the Companyās 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 PPP Loan The Company received a loan under the Coronavirus Aid, Relief and Economic Security (āCARESā) Actās Paycheck Protection Program (āPPPā). 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. The Company recorded approximate $0.4 million debt extinguishment gain from the forgiveness of PPP Loan. The following table summarizes total interest expenses related to outstanding debt for the years ended December 31, 2020 and 2019, respectively (in thousands): ā ā ā ā ā ā ā ā ā ā ā For the year ended ā ā ā December 31, ā ā 2020 2019 ā Interest expenses related to outstanding notes: ā ā ā ā Contractual interest ā $ 1,231 ā $ 1,168 ā Amortization of debt discount ā 2,891 ā 1,430 ā Total interest expenses related to outstanding notes ā 4,122 ā 2,598 ā Interest expenses related to outstanding notes to related parties: ā ā ā ā ā Contractual interest ā 20 ā 366 ā Amortization of debt discount ā 122 ā ā ā Total interest expenses related to outstanding notes to related parties ā 142 ā 366 ā Interest expenses related to forbearance of debt to related parties ā ā 4,270 ā ā ā ā Other interest expenses ā 10 ā 11 ā Total interest expense ā $ 8,544 ā $ 2,975 ā ā The following table summarizes the principal amounts of the Companyās debt obligations as of December 31, 2020 (amount in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Payment Due by Period ā ā ā ā ā Less than ā 1 to 2 ā 3 to 5 ā Total 1 Year Years Years Short term convertible notes payable ā ā ā ā ā ā ā ā ā ā ā ā 6% unsecured ā $ 135 ā $ 135 ā $ ā ā $ ā 8% unsecured ā ā 2,125 ā ā 2,125 ā ā ā ā ā ā Short term notes payable ā ā ā ā ā ā ā ā ā ā ā ā 8% unsecured ā ā 1,785 ā ā 1,785 ā ā ā ā ā ā 10% unsecured ā ā 263 ā ā 263 ā ā ā ā ā ā 12% unsecured ā ā 440 ā ā 440 ā ā ā ā ā ā Long term notes payable ā ā ā ā ā ā ā ā ā ā ā ā 8% unsecured ā ā 7,160 ā ā ā ā ā 7,160 ā ā ā 6% secured ā ā 1,843 ā ā ā ā ā ā ā ā 1,843 Total ā $ 13,751 ā $ 4,748 ā $ 7,160 ā $ 1,843 ā |
Net Loss per Share Applicable t
Net Loss per Share Applicable to Common Stockholders | 12 Months Ended |
Dec. 31, 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): ā ā ā ā ā ā ā For the year ended ā ā December 31, ā 2020 2019 Common stock options 308,840 104,659 Common stock warrants 328,979 347,734 Contingently issuable warrants 2,774 11,739 Convertible notes and accrued interest 2,617 2,617 Potentially dilutive securities 643,210 466,749 ā |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions | |
Related Party Transactions | 10. Related Party Transactions Advent BioServices Agreement The Company has a Manufacturing Services Agreement with Advent BioServices for manufacture of DCVax-L products at an existing facility in London, as previously reported. The Company also has an Ancillary Services Agreement with Advent, which establishes a structure under which Advent will submit Statements of Work (āSOWsā) 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 12 months Related Party Expenses and Accounts Payable The following table summarizes expenses incurred to related parties (i.e., amounts invoiced) during the year ended December 31, 2020 and 2019 (amount in thousands) (some of which were for previous periodsā services and remain unpaid as noted in the second table below): ā ā ā ā ā ā ā ā ā ā ā For the year ended ā ā ā December 31, ā ā ā 2020 2019 ā ā ā ā ā ā (As revised) (Note 14) ā Advent BioServices ā $ 7,543 $ 5,735 ā ā During the years ended December 31, 2020 and 2019, the Company capitalized $3.6 million and $0.9 million costs related to Sawston buildout in addition to the costs disclosed in the above table. The following table summarizes outstanding unpaid as of December 31, 2019 (amount in thousands). These unpaid amounts include part of the expenses reported in the table above and also certain expenses incurred in prior periods. ā ā ā ā ā ā ā ā ā December 31, 2020 December 31, 2019 ā ā ā ā ā (As revised) (Note 14) Advent BioServices ā amount invoiced ā $ 3,734 ā $ 834 Advent BioServices ā amount accrued ā ā 1,629 ā ā 3,002 Accounts payable and accrued expenses to Advent BioServices ā $ 5,363 ā $ 3,836 ā Related Parties Loans Linda F. Powers - Demand Loans Between February 2018 and April 2018, the Companyās Chief Executive Officer, Linda Powers, loaned the Company aggregate funding of $5.4 million pursuant to convertible Notes. The Notes were 15-day demand notes, for loans provided as short-term bridge loans. However, repayment was not completed for nearly 1-1/2 years. During the year ended December 31, 2019, the Company repaid the $5.4 million principal and approximately $0.8 million interest. 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 bore interest at 10% per annum, and is payable upon demand, with 7 daysā prior written notice to the Company. During the year ended December 31, 2020, the Company made full repayment of $73,000 to Advent, including all outstanding interest. Loan from Leslie Goldman During the year ended December 31, 2020, the Company's Senior Vice President, General Counsel, Leslie Goldman, loaned the Company $315,000 pursuant to various convertible notes (the āNotesā). The Notes bore interest rate at 10% per annum and fifty During the year ended December 31, 2020, the Company made full repayment of $0.3 million to Mr. Goldman, including all outstanding interest. Warrants issued to Linda Powers On July 2, 2020, the Company issued approximately 15.2 million warrants (the "Forbearance Warrants") to Ms. Powers in consideration for Ms. Powers' previously reported 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 The following table summarizes total interest expenses related to outstanding notes to related parties for the three months and nine months ended December 31, 2020 and 2019, respectively (in thousands): ā ā ā ā ā ā ā ā ā ā For the year ended ā ā December 31, 2020 ā 2020 2019 Interest expenses related to outstanding notes to related parties: ā ā Contractual interest ā $ 20 ā $ 366 Amortization of debt discount ā 122 ā ā Interest expenses related to forbearance of debt to related parties ā ā 4,270 ā ā ā Total interest expense ā $ 4,412 ā $ 366 ā |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Deficit | |
Stockholders' Deficit | 11. Stockholdersā Deficit 2020 Activities 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 āOfferingā). 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 2-year 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. An approximate $0.8 million of proceeds were allocated to warrant liabilities. 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. An approximate $0.9 million of proceeds were allocated to warrant liabilities. All of the warrants issued in the May Financings were not exercisable until November 1, 2020. In addition, as part of these agreements, the investors who have existing outstanding warrants that had not already been suspended until November 1, suspended 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: ā 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 coverage. The warrants are exercisable at $0.34 per share for approximately 5.3 million shares, with an exercise period of 18 to 30 months . The fair value of these 5.3 million warrants was approximately $1.5 million. ā $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. ā All of the new warrants issued in the August Financing were suspended until December 15, 2020. ā 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. ā Only the common stock sold directly or underlying the warrants and convertible note were registered in this transaction. On October 12, 2020, the Company entered into financings totaling approximately $11.9 million (the āOfferingā). The financings were comprised of: ā Approximately $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 coverage. The warrants are exercisable at an exercise price of $2.00 per share for approximately 3.6 million shares, with an exercise period of 12 months (following a 3-month suspension after issuance). The fair value of these 3.6 million warrants was approximately $1.2 million. ā Approximately $1.9 million from a convertible note which is convertible at $0.85 per share (the āNoteā). 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). ā 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 Warrants Exercised for Cash During the year ended December 31, 2020, the Company issued 47.5 million shares of its common stock from warrants exercised for cash. The Company received $13.9 million in cash. Cashless Warrants Exercise During the year ended December 31, 2020, The Company issued approximately 7.1 million shares of common stock upon 8.6 million warrant cashless exercises with weighted average exercise price of $0.22. Debt Conversion During the year ended December 31, 2020, the Company converted approximately $13.9 million outstanding debt and interest into 58.4 million shares of common stock and 6.2 million warrants, see Note 8 for further details. 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. On December 25, 2020, upon the sellerās election, the Company issued 0.7 million shares in equivalent of $0.2 million special consideration payment pursuant to the Unit Purchase Agreement. The $0.336 per share price was established by the Unit Purchase Agreement. The incremental change in fair value of the shares resulting from market price increase was approximately $0.9 million, which was recognized as additional general and administrative expense on the consolidated statement of operations. 2019 Activities Registered Direct Offering During the year ended December 31, 2019, the Company issued an aggregate of 32.7 million shares of its common stock at a purchase price between $0.19 and $0.23 per share to certain institutional investors in multiple registered direct offerings (the āOfferingā). Included with the Offering were 1.3 million shares of common stock which were issued from the conversion of an existing loan and the related accrued interest totaling $306,000. The net proceeds from the Offering were approximately $6.9 million, after deducting offering costs of $0.3 million paid by the Company. In connection with the Offering, the Company did not issue any additional warrants for the new investment by the investors, but the Company, in effect, agreed to modify certain existing warrants already held by some of those investors. The Company extended the expiration date for additional 12 to 18 months after the original expiration date and the weighted average exercise price of warrants was reduced by an amount ranging from 2 to 8 cents as well. The Company recorded an incremental change of $2.5 million on the fair value of warrants due to the modification and recorded it as part of offering cost during the year ended December 31, 2019. Debt Conversion During the year ended December 31, 2019, the Company converted debt of approximately $6.8 million of principal and $0.7 million of accrued interest into approximately 35.5 million shares of the Companyās common stock at a fair value of $9.2 million. The Company recorded approximately $1.7 million of debt extinguishment loss from the conversion. Warrants Exercised for Cash During the year ended December 31, 2019, the Company issued 9.5 million shares of its common stock from warrants exercised for cash. The Company received $2.2 million in cash. Shares Settlement On May 28, 2019, the Company entered into a settlement agreement with Cognate BioServices, resolving past matters and providing for the restart of DCVaxĀ®-Direct Production (see Note 8). As part of the settlement agreement, the number of shares of the Companyās common stock which the Company was to issue to Cognate was substantially reduced: 52 million shares of the Companyās common stock which the Company had previously agreed to issue to Cognate were reduced to 12 million shares. The Company considers the reduction in shares owed to Cognate a modification. Because the 52 million shares were never issued and the modification, which resulted in a decrease in fair value, is not a forfeiture, previously recognized expense related to services performed by Cognate is not reversed in connection with this modification. During the year ended December 31, 2019, the Company recorded $12,000 in its common stock par and reduced same amount in additional paid-in capital. Stock Purchase Warrants The following is a summary of warrant activity for the years ended December 31, 2020 and 2019 (dollars in thousands, except per share data): ā ā ā ā ā ā ā ā ā Number of Weighted Average Remaining ā ā Warrants ā Exercise Price ā Contractual Term Outstanding as of January 1, 2019 372,153 ā $ 0.29 1.97 Warrants granted 8,067 ā 0.23 Warrants exercised for cash (9,532) ā 0.23 Warrants expired and cancelled (11,215) ā 0.62 Outstanding as of December 31, 2019 359,473 ā $ 0.27 1.42 Warrants granted ā 88,658 ā ā 0.22 ā ā Contingently issuable warrants (1) 2,774 ā 1.48 Warrants exercised for cash (47,511) ā 0.29 Cashless warrants exercise ā (8,631) ā ā 0.22 ā ā Warrants expired and cancelled (63,010) ā 0.32 Outstanding as of December 31, 2020 (2) 331,753 ā $ 0.28 1.61 ā (1) The approximately 2.8 million warrants represent compensation warrants to be issued to the Companyās CEO, Linda Powers, in accordance with her warrants and options suspension agreement dated November 1, 2020. (2) As of December 31, 2020, approximately 62.1 million warrants were not exercisable until January 15, 2021. Subsequent to January 15, 2021, the Company suspended 58.8 million warrants until February 28, 2021. As of December 31, 2020, approximately 272.8 million warrants were treated as liability warrants due to the sequencing policy (see note 3). 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 Companyās common stock. The Company agreed to issue new warrants to purchase 14.2 million shares of the Companyās 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. 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 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) 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. On December 15, 2020, the Company further extended the suspension of approximately 183 million warrants and options held by the Companyās certain officers and board of directors until January 15, 2021. Total warrants and options suspended until January 15, 2021 were approximately 190 million. See Note 15 below under Subsequent Events for more information about additional suspensions of warrants and options suspensions for further periods. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 per ASU No. 2018-11 issued on July 2018 wherein entities were allowed to initially apply the new leases standard at adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Accordingly, all periods prior to January 1, 2019 were presented in accordance with the previous ASC Topic 840, Leases, and no retrospective adjustments were made to the comparative periods presented. Adoption of ASC 842 resulted in an increase to total assets and liabilities due to the recording of operating lease right-of-use assets ("ROU") and operating lease liabilities liabilities The Company has operating leases for corporate offices in the U.S., U.K., Germany and the Netherlands, and for manufacturing facilities in the U.K. Leases with an initial term of 12 months or less are not recorded in the balance sheet. The Company has elected the practical expedient to account for each separate lease component of a contract and its associated non-lease components as a single lease component, thus causing all fixed payments to be capitalized. The Company also elected the package of practical expedients permitted within the new standard, which among other things, allows the Company to carry forward historical lease classification. The renewal options have not been included in the calculation of the lease liabilities and ROU as the Company is not reasonably certain to exercise the options. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities. These are expensed as incurred and recorded as variable lease expense. At December 31, 2020, the Company had operating lease liabilities of approximately $5.1 million for both the 20-year lease of the building for the manufacturing facility in Sawston, U.K., and the current office lease in the U.S. and ROU of approximately $4.5 million for the Sawston lease and US office lease, which were included in the consolidated balance sheet. The following summarizes quantitative information about the Companyās operating leases (amount in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā For the Year ended ā ā December 31, 2020 ā U.K U.S Total Lease cost ā ā ā ā ā ā ā ā ā Operating lease cost ā $ 610 ā $ 330 ā $ 940 Short-term lease cost ā ā 44 ā ā ā ā ā 44 Variable lease cost ā ā 45 ā ā 20 ā ā 65 Total ā $ 699 ā $ 350 ā $ 1,049 ā ā ā ā ā ā ā ā ā ā Other information ā ā ā ā ā ā ā ā ā Operating cash flows from operating leases ā $ (661) ā $ (332) ā $ (993) Weighted-average remaining lease term - operating leases ā ā 9.1 ā ā 0.2 ā ā ā Weighted-average discount rate - operating leases ā ā 12 % ā 12 % ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā For the Year ended ā ā December 31, 2019 ā U.K U.S Total Lease cost ā ā ā Operating lease cost ā $ 607 ā $ 247 ā $ 854 Short-term lease cost ā 50 ā 81 ā 131 Variable lease cost ā ā ā 15 ā 15 Total ā $ 657 ā $ 343 ā $ 1,000 Other information ā ā ā ā ā ā Operating cash flows from operating leases ā $ ā ā $ (244) ā $ (244) Weighted-average remaining lease term ā operating leases ā 10.0 ā 0.9 ā Weighted-average discount rate ā operating leases ā 12 % 12 % ā The Company recorded lease costs as a component of general and administrative expense during the years ended December 31, 2020 and 2019. ā Maturities of our operating leases, excluding short-term leases, are as follows: ā ā ā ā ā ā ā ā ā ā ā ā U.K U.S Total Year ended December 31, 2021 ā $ 644 ā $ 84 ā $ 728 Year ended December 31, 2022 ā ā 644 ā ā ā ā ā 644 Year ended December 31, 2023 ā ā 644 ā ā ā ā ā 644 Year ended December 31, 2024 ā ā 644 ā ā ā ā ā 644 Thereafter ā ā 8,990 ā ā ā ā ā 8,990 Total ā ā 11,566 ā ā 84 ā ā 11,650 Less present value discount ā ā (6,565) ā ā (2) ā ā (6,567) Operating lease liabilities included in the Consolidated Balance Sheet at December 31, 2020 ā $ 5,001 ā $ 82 ā $ 5,083 ā Manufacturing Services Agreements The Company has a manufacturing services agreement with Advent BioServices in the U.K. Advent BioServices On May 14, 2018, the Company entered into a DCVaxĀ®-L Manufacturing and Services Agreement (āMSAā) with Advent BioServices, a related party which was formerly part of Cognate BioServices and was spun off separately as part of an institutional financing of Cognate. The Advent Agreement provides for manufacturing of DCVax-L products at an existing facility in London. The Agreement is structured in the same manner as the Companyās prior agreements with Cognate BioServices. The Advent Agreement provides for a program initiation payment of approximately $1.0 million (which was fully paid in 2018), in connection with technology transfer and operations to the U.K. from Germany, development of new Standard Operating Procedures (SOPs) for the London facility, selection of new suppliers and auditing for GMP compliance, and other preparatory activities. The Advent Agreement provides for certain payments for achievement of milestones and, as was the case under the prior agreement with Cognate BioServices, the Company is required to pay certain fees for dedicated production capacity reserved exclusively for DCVax production, and pay for manufacturing of DCVax-L products for a certain minimum number of patients, whether or not the Company fully utilizes the dedicated capacity and number of patients. Either party may terminate the MSA on twelve monthsā notice, to allow for transition arrangements by both parties. On November 8, 2019, the Company and Advent entered into an Ancillary Services Agreement with an 8-month Term for U.K. Facility Development Activities and Compassionate Use Program Activities. The Ancillary Services Agreement establishes a structure under which Advent will develop Statements of Work (āSOWsā) for each portion of the U.K. Facility Development Activities and Compassionate Use Program Activities, and will deliver those SOWs to the Company for review and approval. After an SOW is approved by the Company, Advent will proceed with or continue the applicable services and will invoice the Company pursuant to the SOW. Since both the U.K. Facility Development and the Compassionate Use Program involve pioneering and uncertainties in most aspects, the invoicing under the Ancillary Services Agreement is on the basis of costs incurred plus fifteen percent. 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. 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 charged NWBio parent company a profit margin on top of these costs, that they will deem that such a profit margin was charged by the subsidiary (even though it was not) and that they will tax this deemed profit margin, although neither NW Bio, Inc. nor NW Bio GmbH made any profit during the period in question (or at any other time), and even though the funds provided by NW Bio, Inc. were used by NW Bio GmbH entirely for operating expenses and clinical trial costs. They have also made claims for other taxes including penalties and interest. In July, NW Bio GmbH submitted substantial documentation to refute the assessments of the German tax authorities. The authorities responded in December that they were open to settlement negotiations. On February 12, 2021, the German tax authorities agreed in principle with the Companyās settlement offer. The Company has accrued for the Company approved tax settlement offer of ā¬351,000 (approximately $421,000 as of December 31, 2020) for the years under audit, with an addition of ā¬156,000 (approximately $187,000 ) for the more recent years to date. Penalties and interest are still under negotiation. After considering further negotiations, 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Income Taxes | 13. Income Taxes No provision was made for U.S. taxes on undistributed foreign earning as such earnings are considered to be permanently reinvested. It is not practicable to determine the amount of additional tax, if any that might be payable on those earnings if repatriated. The tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities at December 31, 2020 and 2019 are comprised of the following (in thousands): ā ā ā ā ā ā ā ā ā As of December 31, 2020 As of December 31, 2019 ā ā ā ā ā ā ā Deferred tax asset ā ā Net operating loss carryforward ā $ 185,308 ā $ 176,140 Research and development credit carry forwards ā 18,580 ā 16,983 Stock based compensation and other ā 22,997 ā 14,565 Total deferred tax assets ā 226,885 ā 207,688 Valuation Allowance ā (226,885) ā (207,688) Deferred tax asset, net of allowance ā $ ā ā $ ā ā The Company has identified the United States, Maryland, Germany and United Kingdom as significant tax jurisdictions. The Companyās U.S. net operating loss (āNOLā) carryforwards for tax purposes as of December 31, 2020, are approximately $654.5 million. Unused NOL carryforwards from years prior to 2018 of $547.0 million will begin to expire in 2020 through 2037. NOL incurred in 2018 and later amount to $107.5 million and shall carryforward indefinitely. NOL carryforwards are generally available to offset future taxable income; however, the utilization of NOL may be limited under the Internal Revenue Code Section 382 as a result of changes in ownership of the Companyās stock over the loss periods and prior to utilization of the carryforwards. The Company also has approximately $18.6 million in research and development tax credits available to offset federal income tax in future periods. If unused, these credits expire through 2037. The Companyās NOL carryforwards for foreign tax purposes as of December 31, 2020 are $30.0 million. NOL in the United Kingdom and Germany of $13.3 million and $16.5 million respectively do not expire over time. NOL in the Netherlands of $208,000 will begin to expire in 2025 through 2031. The Companyās tax years are still open under statute from 2016 to present, although NOL carryovers from prior tax years are subject to examination and adjustments to the extent utilized in future years. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. In case the deferred tax assets will not be realized in future periods, the Company has provided a valuation allowance for the full amount of the deferred tax assets at December 31, 2020 and 2019. The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows: (dollars in thousands) ā ā ā ā ā ā ā ā As of December 31, 2020 As of December 31, 2019 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 1.1 % 8.9 % Tax rate differential on foreign income 0.0 % (0.4) % Derivative gain or loss (17.3) % 12.2 % Expiration of net operating losses (1.5) % (7.9) % Other permanent items and true ups (0.1) % (2.3) % R&D Credit 0.3 % 3.0 % Change in valuation allowance (3.5) % (34.5) % Income tax provision (benefit) 0.0 % 0.0 % ā ā ā ā ā ā ā ā ā As of December 31, 2020 As of December 31, 2019 Federal ā ā Current ā $ ā ā $ ā Deferred ā (15,539) ā (5,183) State ā ā ā Current ā ā ā ā Deferred ā (4,327) ā (1,421) Foreign ā ā ā Current ā ā ā Deferred ā 670 ā (404) Change in valuation allowance ā 19,196 ā 7,008 Income tax provision (benefit) ā $ ā ā $ ā ā ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. As of December 31, 2020, and 2019, there were no uncertain tax positions. The Companyās policy for recording interest and penalties associated with uncertain tax positions is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest during the year ended December 31, 2020. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. |
Revision to Prior Period Financ
Revision to Prior Period Financial Statements | 12 Months Ended |
Dec. 31, 2020 | |
Revision to Prior Period Financial Statements | |
Revision to Prior Period Financial Statements | 14. Revision to Prior Period Financial Statements During the course of preparing the quarterly report on Form 10-Q for the three and nine months 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. 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 ā ā ā ā ā ā ā ā ā ā ā ā ā As of December 31, 2019 ā ā As Previously ā ā ā ā ā ā Reported Adjustments As Revised Construction in progress ā $ 171 ā $ 1,514 ā $ 1,685 Total non-current assets ā 5,929 ā 1,514 ā 7,443 TOTAL ASSETS ā $ 9,129 ā $ 1,514 ā $ 10,643 ā ā ā ā Accounts payable and accrued expenses to related parties and affiliates ā $ 842 ā $ 3,002 ā $ 3,844 Total current liabilities ā 41,194 ā 3,002 ā 44,196 Total liabilities ā 52,696 ā 3,002 ā 55,698 ā ā ā ā Accumulated deficit ā (839,907) ā (1,488) ā (841,395) Total stockholders' deficit ā (43,567) ā (1,488) ā (45,055) TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT ā $ 9,129 ā $ 1,514 ā $ 10,643 ā Consolidated Statement of Operations ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended ā ā December 31, 2019 ā ā As Previously ā ā ā ā ā ā Reported Adjustments As Revised Research and development expenses ā $ 13,590 ā $ 516 ā $ 14,106 Total operating costs and expenses ā 29,873 ā 516 ā 30,389 Loss from operations ā (27,463) ā (516) ā (27,979) Net loss ā $ (20,296) ā $ (516) ā $ (20,812) Total comprehensive loss ā $ (20,460) ā $ (516) ā $ (20,976) ā Consolidated Statement of Cash Flows ā ā ā ā ā ā ā ā ā ā ā ā ā For the year ended ā ā December 31, 2019 ā ā As Previously ā ā ā ā ā ā Reported Adjustments As Revised Cash Flows from Operating Activities: ā ā ā ā ā ā Net loss ā $ (20,296) ā $ (516) ā $ (20,812) Related party accounts payable and accrued expenses ā (3,746) ā 516 ā (3,230) Net cash used in operating activities ā $ (31,859) ā $ ā ā $ (31,859) Supplemental schedule of non-cash investing and financing activities: ā ā ā Capital expenditures included in accounts payable and accrued expenses to related parties and affiliates ā $ ā ā $ 947 ā $ 947 ā |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events | |
Subsequent Events | 15. Subsequent Events Debt Offering On March 1, 2021, the Company entered into a Commercial Loan Agreement (the āNoteā) with an individual investor for an aggregate principal amount of $10 million. The Note bears interest at 8% per annum with a 22-month term. There are no repayments during the first 8 months of the term. The note is amortized in 14 installments starting on November 1, 2021. The Note carries an original issue discount of $1 million and $5,000 legal costs that were reimbursable to the investor. Warrants and Options Suspension On January 15, 2021, the Company further extended the suspension of approximately 256 million warrants and options held by certain officers and directors of the Company until February 28, 2021. On February 28, 2021, the Company further extended the suspension of approximately 262 million warrants and options held by certain officers and directors of the Company until April 30, 2021. A total 262 million warrants and options will be suspended until April 30, 2021. Warrants Exercised for Cash and Cashless Warrants Exercise Between January and March 2021, the Company received $0.7 million from the exercise of warrants with an exercise price between $0.175 and $0.34. The Company issued approximately 2.6 million shares of common stock upon these warrant exercises. Between January and March 2021, certain warrants allowing for cashless exercise were exercised, with exercise prices between $0.22 and $0.52. The Company issued approximately 2.1 million shares of common stock upon 2.6 million warrant exercises. Stock Options Exercised for Cash and Cashless Stock Options Exercise Between January and March 2021, the Company received $46,000 from the exercise of stock options with an exercise price of $0.25. The Company issued approximately 0.2 million shares of common stock upon these options exercises. Between January and March 2021, certain stock options holders elected to cashless exercise their options, with exercise prices between $0.25 and $0.34. The Company issued approximately 3.1 million shares of common stock upon 3.7 million options exercises. Debt Conversion Between January and March 2021, the Company converted approximately $4.6 million outstanding debt and interest into approximately 4.5 million shares of common stock. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of the Company were prepared in accordance with generally accepted accounting principles in the U.S. (āU.S. GAAPā) and include the assets, liabilities, revenues and expenses of the wholly owned subsidiaries in Germany, United Kingdom and Netherlands. All intercompany transactions and accounts have been eliminated in consolidation. |
Consolidation | Consolidation The Companyās policy is to consolidate all entities in which it can vote a majority of the outstanding voting stock. In addition, the Company consolidates entities that meet the definition of a variable interest entity (VIE) for which the Company is the primary beneficiary, if any. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entityās economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the VIE. As of December 31, 2020, the Company did not consolidate any VIE's as the Company has concluded that it is not the primary beneficiary. |
Use of Estimates | Use of Estimates In preparing consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and judgments, including 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. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the reported amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates, particularly given the significant social and economic disruptions and uncertainties associated with the ongoing coronavirus pandemic ("COVID-19") and the COVID-19 control responses. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which at times may exceed the Federal depository insurance coverage (āFDICā) of $250,000. As of December 31, 2020, of the total $10 million in cash and cash equivalents, $0.6 million was held by foreign subsidiaries. The Company had not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Property, Plant and Equipment | Property, Plant and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided for using straight-line methods, in amounts sufficient to charge the cost of depreciable assets to operations over their estimated service lives. Repairs and maintenance costs are charged to operations as incurred. Costs for capital assets not yet placed into service are capitalized as construction in progress on the consolidated balance sheets and will be depreciated once placed into service. The Company assesses its long-lived assets for impairment whenever facts and circumstances indicate that the carrying amounts may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining lives of such assets. If these projected undiscounted net future cash flows are less than the carrying amounts, an impairment loss would be recognized, resulting in a write-down of the assets with a corresponding charge to earnings. The impairment loss is measured based upon the difference between the carrying amounts and the fair values of the assets. |
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 is 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 has one operating segment and one reporting unit. 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. No |
Fair Value of Financial Instruments | Fair Value of Financial Instruments ASC 820, Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The Company accounts for the issuance of common stock purchase warrants issued in connection with the equity offerings in accordance with the provisions of ASC 815, Derivatives and Hedging ("ASC 815"). The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in its Consolidated Statements of Operations and Comprehensive Loss. The fair value of the warrants issued by the Company has been estimated using Monte Carlo simulation and or a Black Scholes model. The warrant liabilities are valued using Level 3 valuation inputs (see Note 4). |
Embedded Conversion Features | Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt instruments to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the Statement of Operations. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (āBCFā) requiring separate recognition. When the Company record a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid-in capital) and amortized to interest expense over the life of the debt. |
Derivative Financial Instruments | Derivative Financial Instruments The Company has derivative financial instruments that are not hedges and do not qualify for hedge accounting. Changes in the fair value of these instruments are recorded in other income (expense), on a net basis in the Consolidated Statements of Operations and Comprehensive Loss. Contingent payable derivative liability During the year ended December 31, 2019, the Company entered into a settlement agreement with Cognate BioServices, resolving past matters and providing for the restart of DCVaxĀ®-Direct Production. As part of this overall settlement, the Company also provided a contingent note payable (the āContingent Payable Derivativeā) of $10 million, which is only payable upon the Companyās first financing after DCVax product approval in or outside the U.S. If such product approval has not been obtained by the seventh anniversary of the agreement, such Contingent Payable Derivative will expire without becoming payable. On a quarterly basis, management makes estimates for key performance milestones and uses the expected dates as the inputs for valuation. The fair value of the Contingent Payable Derivative has been estimated using Monte Carlo simulation, which are valued using Level 3 valuation inputs. |
Leases | Leases Prior to January 1, 2019, the Company recognized rent expense on a straight-line basis over the lease period and accounts for the difference between straight-line rent and actual lease payments as deferred rent. Subsequent to the adoption of the new leasing standard on January 1, 2019, the Company recognizes a lease asset for its right to use the underlying asset and a lease liability for the corresponding lease obligation. The Company determines whether an arrangement is or contains a lease at contract inception. Operating leases with a duration greater than one year are included in right-of-use assets, lease liabilities, and lease liabilities, net of current portion in the Companyās consolidated balance sheets. Right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the net present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date. The incremental borrowing rate represents the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company considers a lease term to be the non-cancelable period that it has the right to use the underlying asset. The operating lease right-of-use assets also include any lease payments made and exclude lease incentives. Lease expense is recognized on a straight-line basis over the expected lease term. Variable lease expenses are recorded when incurred. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The Company has operations in Germany, the United Kingdom and Netherlands in addition to the U.S. The Company translated its assets and liabilities into U.S. dollars using end of period exchange rates and revenues and expenses are translated into U.S. dollars using weighted average rates. Foreign currency translation adjustments are reported as a separate component of accumulated other comprehensive income (loss) within stockholdersā equity deficit. The Company converts receivables and payables denominated in other than the Companyās functional currency at the exchange rate as of the balance sheet date. The resulting transaction exchange gains or losses related to intercompany receivable and payables, are included in other income and expense. |
Comprehensive Loss | Comprehensive Loss The Company reports comprehensive loss and its components in its consolidated financial statements. Comprehensive loss consists of net loss and foreign currency translation adjustments, affecting stockholdersā equity deficit that, under U.S, GAAP, is excluded from net loss. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with the terms stipulated under the patient service contract. In various situations, the Company receives certain payments for DCVaxĀ®-L for patient treatment. These payments are assessed and recognized in accordance with ASC 606 in the period when the performance obligation has been met. |
Accrued Outsourcing Costs | Accrued Outsourcing Costs Substantial portions of our preclinical studies and clinical trials are performed by third-party laboratories, medical centers, contract research organizations and other vendors (collectively āCROsā). These CROs generally bill monthly or quarterly for services performed, or bill based upon milestones achieved. For clinical studies, expenses are accrued when services are performed. The Company monitors patient enrollment, the progress of clinical studies and related activities through internal reviews of data that is tracked by the CROs under contractual arrangements, correspondence with the CROs and visits to clinical sites. |
Research and Development Costs | Research and Development Costs Research and development costs are charged to operations as incurred and consist primarily of clinical trial related costs (including costs for collection, validation and analysis of trial results), related party manufacturing costs, consulting costs, contract research and development costs, clinical site costs and compensation costs. |
Income Taxes | Income Taxes The Company evaluates its tax positions and estimates its current tax exposure along with assessing temporary differences that result from different book to tax treatment of items not currently deductible for tax purposes. These differences result in deferred tax assets and liabilities on the Companyās Consolidated Balance Sheets, which are estimated based upon the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates that will be in effect when these differences reverse. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the Companyās Consolidated Statements of Comprehensive Loss become deductible expenses under applicable income tax laws or loss or credit carryforwards are utilized. Accordingly, realization of the Companyās deferred tax assets is dependent on future taxable income against which these deductions, losses and credits can be utilized. The Company must assess the likelihood that the Companyās deferred tax assets will be recovered from future taxable income, and to the extent the Company believes that recovery is not more likely than not, the Company must establish a valuation allowance. Management judgment is required in determining the Companyās provision for income taxes, the Companyās deferred tax assets and liabilities and any valuation allowance recorded against the Companyās net deferred tax assets. Excluding foreign operations, the Company recorded a full valuation allowance at each balance sheet date presented because, based on the available evidence, the Company believes it is more likely than not that it will not be able to utilize all of its deferred tax assets in the future. The Company intends to maintain the full valuation allowance until sufficient evidence exists to support the reversal of the valuation allowance. |
Stock Based Compensation | Stock Based Compensation 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. Prior to January 1, 2019, share-based compensation cost for non-employees was re-measured at every reporting period. 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 and the assumptions used in calculating the fair value of stock-based awards represent managementās best estimates and involve inherent uncertainties and the application of managementās judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend 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 Companyās 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 Companyās consolidated results of operations. |
Debt Extinguishment | Debt Extinguishment The Company accounts for the income or loss from extinguishment of debt by comparing the difference between the reacquisition price and the net carrying amount of the debt being extinguished and recognizes this as gain or loss when the debt is extinguished. The gain or loss from debt extinguishment is recorded in the consolidated statements of operations under āother income (expense)ā as loss from extinguishment of convertible debt. |
Sequencing | Sequencing The Company adopted a sequencing policy under ASC 815-40-35 whereby in the event that reclassification of contracts from equity to liabilities is necessary pursuant to ASC 815 due to the Companyās inability to demonstrate it has sufficient authorized shares. This was previously the result of certain financial instruments with a potentially indeterminable number of shares and most recently due to the company committing more shares than authorized. While temporary suspensions are in place to keep the potential exercises beneath the number authorized, certain instruments are classified as liabilities, after allocating available authorized shares on the basis of the earliest grant date of potentially dilutive instruments. Pursuant to ASC 815, issuance of stock based awards to the Companyās employees, nonemployees or directors are not subject to the sequencing policy. |
Loss per Share | Loss per Share Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus dilutive potential common shares outstanding using the treasury stock method. Any potentially dilutive securities are anti-dilutive due to the Companyās net losses. For the years presented, there is no difference between the basic and diluted net loss per share. |
Recent Accounting Standards | Recent Accounting Standards Income Taxes In December 2019, the FASB issued ASU No. 2019-12, āIncome Taxes (Topic 740): Simplifying the Accounting for Income Taxes (āASU 2019-12ā), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. |
Debt | Debt In August 2020, the FASB issued ASU No. 2020-06, DebtāDebt with Conversion and Other Options (Subtopic 470-20) and Derivatives and HedgingāContracts in Entityās Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entityās 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 consolidated financial statements and related disclosures. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Measurements | |
Schedule of fair value assets and liabilities measured on recurring basis | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair value measured at December 31, 2020 ā ā ā Quoted prices in active Significant other Significant ā ā Fair value at ā markets ā observable inputs ā unobservable inputs ā ā December 31, 2020 ā (Level 1) ā (Level 2) ā (Level 3) Warrant liability ā $ 354,972 ā $ ā ā $ ā ā $ 354,972 Embedded conversion option ā ā 2,507 ā ā ā ā ā ā ā ā 2,507 Contingent payable derivative liability ā 8,275 ā ā ā ā ā 8,275 Total fair value ā $ 365,754 ā $ ā ā $ ā ā $ 365,754 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Fair value measured at December 31, 2019 ā ā ā Quoted prices in active Significant other Significant ā ā Fair value at ā markets ā observable inputs ā unobservable inputs ā ā December 31, 2019 ā (Level 1) ā (Level 2) ā (Level 3) Warrant liability ā $ 20,213 ā $ ā ā $ ā ā $ 20,213 Contingent payable derivative liability ā 7,261 ā ā ā ā ā 7,261 Total fair value ā $ 27,474 ā $ ā ā $ ā ā $ 27,474 |
Schedule of 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 years ended December 31, 2020 and 2019. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands). ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Contingent ā ā ā ā ā ā ā ā Embedded ā Payable ā ā ā ā ā Warrant ā Conversion ā Derivative ā ā ā ā Liability Option Liability Total Balance - January 1, 2019 ā $ 29,995 ā $ 357 ā $ ā ā $ 30,352 Additional contingent liability in connection with a settlement agreement ā ā ā ā ā ā ā ā 6,602 ā ā 6,602 Additional warrant liability ā ā 4,110 ā ā ā ā ā ā ā ā 4,110 Extinguishment of derivative liabilities ā ā ā ā ā (3) ā ā ā ā ā (3) Extinguishment of warrant liabilities related to warrants exercised for cash ā ā (1,759) ā ā ā ā ā ā ā ā (1,759) Change in fair value ā ā (12,133) ā ā (354) ā ā 659 ā ā (11,828) Balance - December 31, 2019 ā ā 20,213 ā ā ā ā ā 7,261 ā ā 27,474 Additional warrant liability ā ā 18,864 ā ā ā ā ā ā ā ā 18,864 Reclassification of warrant liabilities ā ā (110,471) ā ā ā ā ā ā ā ā (110,471) Extinguishment of embedded conversion option due to debt conversion and debt repayment ā ā ā ā ā (8,271) ā ā ā ā ā (8,271) Additional embedded conversion option ā ā ā ā ā 2,807 ā ā ā ā ā 2,807 Change in fair value ā ā 426,366 ā ā 7,971 ā ā 1,014 ā ā 435,351 Balance - December 31, 2020 ā $ 354,972 ā $ 2,507 ā $ 8,275 ā $ 365,754 |
Schedule of 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 Companyās warrant liabilities and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of December 31, 2020 and 2019 is as follows: ā ā ā ā ā ā ā ā ā ā ā ā ā As of December 31, 2020 ā ā Warrant ā Embedded ā Contingent Payable ā ā Liability ā Conversion Option ā Derivative Liability Strike price ā $ 0.28 ā $ 0.59 ā $ 1.53 ā Contractual term (years) ā 1.6 ā 0.9 ā 1.4 ā Volatility (annual) ā 116 % 106 % 126 % Risk-free rate ā 0.2 % 0.1 % 0.1 % Dividend yield (per share) ā 0 % 0 % 0 % ā ā ā ā ā ā ā ā ā ā ā As of December 31, 2019 ā Warrant Contingent Payable ā ā Liability ā Derivative Liability Strike price ā $ 0.21 ā $ 0.21 ā Contractual term (years) ā 1.4 ā 1.0 ā Volatility (annual) ā 74 % 62 % Risk-free rate ā 2 % 2 % Dividend yield (per share) ā 0 % 0 % * contingent payable derivative liability based on stock price as of December 31, 2020 and December 31, 2019 |
Flaskworks Acquisition (Tables)
Flaskworks Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Flaskworks Acquisition | |
Schedule of assets acquired and liabilities assumed | Based on the Company's preliminary valuation, the total estimated consideration of $2.1 million has been allocated to assets acquired and liabilities assumed as of the acquisition date as follows (amount in thousands): ā ā ā ā ā Cash $ 146 Current assets ā 135 Fixed assets, net ā 188 Indefinite-lived intangible asset ā 1,292 Security deposits ā 8 Total assets acquired ā 1,769 Accounts payable ā (12) Accrued expenses ā (240) Total liabilities assumed ā (252) Net identifiable assets acquired ā 1,517 Goodwill ā 626 Total estimated consideration (1) ā $ 2,143 ā ā ā ā Less special consideration paid in cash and stock ā $ (465) Less cash acquired ā (146) Total consideration paid, net of cash acquired ā $ 1,532 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stock-based Compensation | |
Schedule of stock-based compensation expense | The following table summarizes stock option activity for the Companyās option plans during the years ended December 31, 2020 and 2019 (amount in thousands, except per share number): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Weighted ā ā ā ā ā ā ā ā ā Average ā ā ā ā ā ā ā Weighted ā Remaining ā ā ā ā ā Number of ā Average Exercise ā Contractual Life ā Total Intrinsic ā ā Shares ā Price ā (in years) ā Value Outstanding as of January 1, 2019 100,159 ā ā 0.24 9.3 ā ā ā Granted ā 4,500 ā ā 0.22 ā 10.4 ā ā ā Outstanding as of December 31, 2019 ā 104,659 ā $ 0.24 ā 8.4 ā $ ā Granted (Approved 2018-2020) (1) ā 208,525 ā ā 0.37 (3) 10.0 ā ā ā Cashless exercise (94) ā 0.34 ā ā ā ā Forfeited/expired (4,250) ā 0.22 ā ā ā Outstanding as of December 31, 2020 308,840 ā $ 0.33 8.9 ā $ 372,219 Options vested (2) 223,720 ā $ 0.30 8.7 ā $ 276,432 (1) The options granted during the year ended December 31, 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) Approximately 128 million vested options as of December 31, 2020 are not exercisable until January 15, 2021. See Note 15 below under Subsequent Events for more information about additional options suspensions for further periods. (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 | ā ā ā ā ā ā ā ā ā ā For the years ended ā ā December 31, Grant Date ā 2020 ā 2019 Exercise price ā $ 0.26 ā $ 0.20 ā Expected term (years) ā 5.2 ā 5.6 ā Expected stock price volatility ā 98 % 86 % Risk-free rate of interest ā 0 % 1 % ā ā ā ā ā ā ā ā ā ā Post Modification Pre Modification Exercise price ā $ 0.23 ā $ 0.23 ā Expected term (years) ā 4.3 ā 4.0 ā Expected stock price volatility ā 97 % 97 % Risk-free rate of interest ā 0 % 0 % ā ā ā ā ā ā ā ā ā ā Post Modification Pre Modification Exercise price ā $ 0.22 ā $ 0.22 ā Expected term (years) ā 5.3 ā 4.7 ā Expected stock price volatility ā 96 % 97 % Risk-free rate of interest ā 0 % 0 % |
Schedule of stock based compensation | The following table summarizes total stock-based compensation expense recognized for the years ended December 31, 2020 and 2019 (in thousands): ā ā ā ā ā ā ā ā ā For the years ended ā ā December 31, ā 2020 2019 Research and development ā $ 19,792 ā $ 471 General and administrative (1) ā 32,163 ā 1,350 Total stock-based compensation expense ā $ 51,955 ā $ 1,821 (1) The general and administrative expense during the years ended December 31, 2020 and 2019 is related to the applicable vesting portion of stock options awards made in the past and new options granted during the year ended December 31, 2020 to directors, employees and external consultants. |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment | |
Schedule of property and equipment | Property, plant and equipment consist of the following at December 31, 2020 and 2019 (in thousands): ā ā ā ā ā ā ā ā ā ā ā December 31, December 31, Estimated ā ā 2020 ā 2019 ā Useful Life Leasehold improvements ā $ 81 ā $ 186 Lesser of lease term or estimated useful life Office furniture and equipment ā 219 ā 59 3-5 years Computer equipment and software ā 1,403 ā 611 3-5 years Land in the United Kingdom ā ā 93 ā ā 90 ā NA ā ā 1,796 ā 946 ā ā Less: accumulated depreciation ā (756) ā (665) Total property, plant and equipment, net ā $ 1,040 ā $ 281 ā ā ā ā ā ā ā ā ā Construction in progress ā $ 9,074 ā $ 1,685 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Notes Payable | |
Schedule of outstanding debt | ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Stated ā ā ā ā ā ā Embedded ā ā ā ā ā ā Interest ā Conversion ā ā ā ā Remaining ā Conversion ā Carrying ā ā Maturity Date ā Rate ā Price ā Face Value ā Debt Discount ā Option ā Value Short term convertible notes payable ā ā ā ā ā ā ā 6% unsecured (1) ā Due ā 6 % $ 3.09 ā $ 135 ā $ ā ā $ ā ā $ 135 8% unsecured (3) (4) ā 4/30/2021 ā 8 % $ 0.85 ā 2,125 ā (937) ā 2,507 ā 3,695 ā ā ā ā ā ā ā ā ā ā ā ā 2,260 ā ā (937) ā ā 2,507 ā ā 3,830 Short term notes payable ā ā ā ā ā ā ā 8% unsecured (5) ā Various ā 8 % N/A ā 1,785 ā (51) ā ā ā 1,734 10% unsecured (6) ā Various ā 10 % N/A ā 263 ā ā ā ā ā 263 12% unsecured (7) ā On Demand ā 12 % N/A ā 440 ā ā ā ā ā 440 ā ā ā ā ā ā ā ā ā ā ā 2,488 ā (51) ā ā ā 2,437 Long term notes payable ā ā ā ā ā ā ā 8% unsecured (10) ā Various ā 8 % N/A ā 7,160 ā (496) ā ā ā 6,664 6% secured (11) ā 3/25/2025 ā 6 % N/A ā 1,843 ā ā ā ā ā 1,843 ā ā ā ā ā ā ā ā ā ā ā 9,003 ā (496) ā ā ā 8,507 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Ending balance as of December 31, 2020 ā ā ā ā ā ā ā ā ā ā $ 13,751 ā $ (1,484) ā $ 2,507 ā $ 14,774 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Stated ā ā ā ā ā ā ā ā ā ā ā ā ā Interest ā Conversion ā ā ā ā Remaining ā Carrying ā ā Maturity Date ā Rate ā Price ā Face Value ā Debt Discount ā Value Short term convertible notes payable ā ā ā ā ā ā 6% unsecured (1) ā Due ā 6 % $ 3.09 ā $ 135 ā $ ā ā $ 135 10% unsecured (2) ā 4/18/2020 ā 10 % $ 0.22 ā 500 ā (67) ā 433 ā ā ā ā ā ā ā ā ā ā ā 635 ā ā (67) ā 568 Short term notes payable ā ā ā ā ā ā 8% unsecured (5) ā Various ā 8 % N/A ā 555 ā (43) ā 512 10% unsecured (6) ā Various ā 10 % N/A ā 3,551 ā (73) ā 3,478 12% unsecured (7) ā On Demand ā 12 % N/A ā 440 ā ā ā 440 0% unsecured (8) ā 8/1/2020 ā 0 % N/A ā 1,156 ā (85) ā 1,071 ā ā ā ā ā ā ā ā ā ā ā 5,702 ā (201) 5,501 Short term notes payable - related parties ā ā ā ā ā ā 10% unsecured - Related Parties (9) ā On Demand ā 10 % N/A ā 66 ā ā ā 66 ā ā ā ā ā ā ā ā ā ā ā 66 ā ā 66 Long term notes payable ā ā ā ā ā ā 8% unsecured (5) ā Various ā 8 % N/A ā 7,008 ā (420) ā 6,588 ā ā ā ā ā ā ā ā ā ā ā 7,008 ā (420) 6,588 ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Ending balance as of December 31, 2019 ā ā ā ā ā ā ā ā ā ā $ 13,411 ā $ (688) ā $ 12,723 (1) This $135,000 note as of December 31, 2020 and 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 āFebruary Notesā) with multiple holders (the āHoldersā) 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. During the year ended December 31, 2020, the Company converted the entire February Notes, including $68,000 accrued interest into approximate 5.1 million shares of the Company's common stock. In April 2020, the Company entered into a six-month convertible note (the āApril Noteā) with an individual investor (the āHolderā) 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 āConversion Warrantsā). 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 Holderās 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 āAmendmentā) with an individual holder of a short-term convertible note, primarily to agree on the following changes: - Reclassed $75,000 accrued interest as of amendment date to the outstanding principal amount; - Extended the maturity date of a convertible note with approximately $0.6 million of principal outstanding, as of the amendment date, to October 18, 2020 (the āAmended Noteā); - Reduced the conversion price from $0.22 to $0.181 - Issued a new 2 -year warrant for up to 2.3 million shares of the Companyās common stock at an exercise price of $0.25 per share valued at $115,000 on the amendment date; The amendment was recognized as a debt extinguishment, resulting in a loss on debt extinguishment of approximately $70,000. During the year ended December 31, 2020, the Company converted the entire Amended Note of approximately $0.6 million, including $28,000 accrued interest into approximately 3.3 million shares of common stock. (3) In May 2020, the Company entered into a six-month convertible note (the āMay Noteā) with an individual investor (the āHolderā) with an aggregate principal amount of $0.6 million. The May Note contains an original issue discount (āOIDā) 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 āConversion Warrantsā). 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 required bifurcation at fair value, which was approximately $0.5 million on the issuance date, resulting in additional debt discount to the May Note. On October 1, 2020, the Company converted the entire $0.6 million of the May Note including $19,000 accrued interest, into approximately 2.3 million shares of the Company's common stock and 0.9 million warrants with fair value of approximate $3.4 million. The Company also extinguished $2.8 million embedded derivative liability upon the conversion. 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. (4) In October 2020, the Company entered into a convertible note (the "October Note") with the same investor as the August Note (the "Holder") with an aggregate principal amount of $2.1 million. The October Note contains OID in the amount of $200,000 . The October Note bears interest at the rate of 8% per annum and is convertible into common shares of the Company at $0.85 plus a warrant to purchase a number of exercise shares equal to 30% of the number of common shares issued upon conversion (the "Conversion Warrants"). The Conversion Warrants will be exercisable until January 12, 2022 beginning on January 15, 2021 with exercise price of $2.00 per share. The conversion option within the October Note is required to be bifurcated at fair value, which was approximately $1.4 million on the issuance date, resulting in additional debt discount of $1.4 million to the October Note. (5) During the year ended December 31, 2020, the Company converted approximately $5.8 million of outstanding principal and $0.6 million of accrued interest into approximately 29.1 million shares of the Companyās common stock with a fair value of $7.6 million. The Company recognized approximately $1.2 million in debt extinguishment loss from this conversion. (6) In May 2020, the Company converted approximately $0.3 million of outstanding principal and accrued interest into approximately 1.3 million shares of the Companyās 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. The note became convertible at a conversion price of $0.34 (the āAmended August Noteā). The amendment was accounted as debt extinguishment and the Company recognized approximately $1.6 million in debt extinguishment loss from this transaction. During the year ended December 31, 2020, the Company made $0.1 million cash payment and converted approximate $1.4 million outstanding debt including $15,000 accrued interest into approximately 4.1 million shares of the Companyās common stock. During the year ended December 31, 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 Companyās 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. (7) The $440,000 balance of outstanding principal as of December 31, 2020 and 2019 consists of two separate 12% demand notes in the amounts of $300,000 and $140,000 . (8) 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 DCVaxĀ®-Direct Production. During the year ended December 31, 2020, the Company made full repayment of $1.2 million to the note holder. (9) On September 26, 2018, Advent BioServices (āAdventā), 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 ā prior written notice to the Company. During the year ended December 31, 2020, the Company made full repayment to Advent, including all outstanding interest. Between February and May 2020, the Company entered into multiple demand loan agreements with Leslie Goldman, the Companyās Senior Vice President, General Counsel, for an aggregate principal amount of $0.3 million (the āGoldman Notesā). 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 Companyās common stock (the āInitial Warrantsā) in conjunction with the Goldman Notes. The Initial Warrants have a five Upon conversion, Mr. Goldman would also receive a five-year term warrant to purchase a number of the Companyās common shares equal to 50% of the number of common shares issued upon conversion of the Goldman Notes (the āConversion Warrantsā). The Conversion Warrants will be exercisable at $0.25 per share. During the year ended December 31, 2020, the Company made full repayment of $0.3 million to Mr. Goldman, including all outstanding interest. Upon the repayment, the Company also extinguished $1.6 million embedded derivative liability, which was recorded as debt extinguishment gain. (10) During the year ended December 31, 2020, the Company entered into two note purchase agreements (the āNotesā) 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. (11) Cambridge Loan On March 26, 2020, the Company entered into a Loan Agreement (the āLoan Agreementā) with Cambridge & Peterborough Combined Authority (the āLenderā) for a loan of Ā£1.35 million (approximately $1.7 million) (the āLoanā) 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 granted a security interest in the Companyās 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 debt for the years ended December 31, 2020 and 2019, respectively (in thousands): ā ā ā ā ā ā ā ā ā ā ā For the year ended ā ā ā December 31, ā ā 2020 2019 ā Interest expenses related to outstanding notes: ā ā ā ā Contractual interest ā $ 1,231 ā $ 1,168 ā Amortization of debt discount ā 2,891 ā 1,430 ā Total interest expenses related to outstanding notes ā 4,122 ā 2,598 ā Interest expenses related to outstanding notes to related parties: ā ā ā ā ā Contractual interest ā 20 ā 366 ā Amortization of debt discount ā 122 ā ā ā Total interest expenses related to outstanding notes to related parties ā 142 ā 366 ā Interest expenses related to forbearance of debt to related parties ā ā 4,270 ā ā ā ā Other interest expenses ā 10 ā 11 ā Total interest expense ā $ 8,544 ā $ 2,975 ā |
Schedule of the company's contractual obligations on debt principal | The following table summarizes the principal amounts of the Companyās debt obligations as of December 31, 2020 (amount in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā ā Payment Due by Period ā ā ā ā ā Less than ā 1 to 2 ā 3 to 5 ā Total 1 Year Years Years Short term convertible notes payable ā ā ā ā ā ā ā ā ā ā ā ā 6% unsecured ā $ 135 ā $ 135 ā $ ā ā $ ā 8% unsecured ā ā 2,125 ā ā 2,125 ā ā ā ā ā ā Short term notes payable ā ā ā ā ā ā ā ā ā ā ā ā 8% unsecured ā ā 1,785 ā ā 1,785 ā ā ā ā ā ā 10% unsecured ā ā 263 ā ā 263 ā ā ā ā ā ā 12% unsecured ā ā 440 ā ā 440 ā ā ā ā ā ā Long term notes payable ā ā ā ā ā ā ā ā ā ā ā ā 8% unsecured ā ā 7,160 ā ā ā ā ā 7,160 ā ā ā 6% secured ā ā 1,843 ā ā ā ā ā ā ā ā 1,843 Total ā $ 13,751 ā $ 4,748 ā $ 7,160 ā $ 1,843 |
Net Loss per Share Applicable_2
Net Loss per Share Applicable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 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): ā ā ā ā ā ā ā For the year ended ā ā December 31, ā 2020 2019 Common stock options 308,840 104,659 Common stock warrants 328,979 347,734 Contingently issuable warrants 2,774 11,739 Convertible notes and accrued interest 2,617 2,617 Potentially dilutive securities 643,210 466,749 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions | |
Schedule of expenses incurred to related parties and amounts invoiced some of which remain unpaid | The following table summarizes expenses incurred to related parties (i.e., amounts invoiced) during the year ended December 31, 2020 and 2019 (amount in thousands) (some of which were for previous periodsā services and remain unpaid as noted in the second table below): ā ā ā ā ā ā ā ā ā ā ā For the year ended ā ā ā December 31, ā ā ā 2020 2019 ā ā ā ā ā ā (As revised) (Note 14) ā Advent BioServices ā $ 7,543 $ 5,735 ā |
Schedule of outstanding unpaid accounts payable held by related parties | The following table summarizes outstanding unpaid as of December 31, 2019 (amount in thousands). These unpaid amounts include part of the expenses reported in the table above and also certain expenses incurred in prior periods. ā ā ā ā ā ā ā ā ā December 31, 2020 December 31, 2019 ā ā ā ā ā (As revised) (Note 14) Advent BioServices ā amount invoiced ā $ 3,734 ā $ 834 Advent BioServices ā amount accrued ā ā 1,629 ā ā 3,002 Accounts payable and accrued expenses to Advent BioServices ā $ 5,363 ā $ 3,836 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Deficit | |
Schedule of warrant activity | The following is a summary of warrant activity for the years ended December 31, 2020 and 2019 (dollars in thousands, except per share data): ā ā ā ā ā ā ā ā ā Number of Weighted Average Remaining ā ā Warrants ā Exercise Price ā Contractual Term Outstanding as of January 1, 2019 372,153 ā $ 0.29 1.97 Warrants granted 8,067 ā 0.23 Warrants exercised for cash (9,532) ā 0.23 Warrants expired and cancelled (11,215) ā 0.62 Outstanding as of December 31, 2019 359,473 ā $ 0.27 1.42 Warrants granted ā 88,658 ā ā 0.22 ā ā Contingently issuable warrants (1) 2,774 ā 1.48 Warrants exercised for cash (47,511) ā 0.29 Cashless warrants exercise ā (8,631) ā ā 0.22 ā ā Warrants expired and cancelled (63,010) ā 0.32 Outstanding as of December 31, 2020 (2) 331,753 ā $ 0.28 1.61 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies. | |
Schedule of quantitative information about the company's operating leases | The following summarizes quantitative information about the Companyās operating leases (amount in thousands): ā ā ā ā ā ā ā ā ā ā ā ā ā For the Year ended ā ā December 31, 2020 ā U.K U.S Total Lease cost ā ā ā ā ā ā ā ā ā Operating lease cost ā $ 610 ā $ 330 ā $ 940 Short-term lease cost ā ā 44 ā ā ā ā ā 44 Variable lease cost ā ā 45 ā ā 20 ā ā 65 Total ā $ 699 ā $ 350 ā $ 1,049 ā ā ā ā ā ā ā ā ā ā Other information ā ā ā ā ā ā ā ā ā Operating cash flows from operating leases ā $ (661) ā $ (332) ā $ (993) Weighted-average remaining lease term - operating leases ā ā 9.1 ā ā 0.2 ā ā ā Weighted-average discount rate - operating leases ā ā 12 % ā 12 % ā ā |
Schedule of maturities of our operating leases, excluding short-term leases | Maturities of our operating leases, excluding short-term leases, are as follows: ā ā ā ā ā ā ā ā ā ā ā ā U.K U.S Total Year ended December 31, 2021 ā $ 644 ā $ 84 ā $ 728 Year ended December 31, 2022 ā ā 644 ā ā ā ā ā 644 Year ended December 31, 2023 ā ā 644 ā ā ā ā ā 644 Year ended December 31, 2024 ā ā 644 ā ā ā ā ā 644 Thereafter ā ā 8,990 ā ā ā ā ā 8,990 Total ā ā 11,566 ā ā 84 ā ā 11,650 Less present value discount ā ā (6,565) ā ā (2) ā ā (6,567) Operating lease liabilities included in the Consolidated Balance Sheet at December 31, 2020 ā $ 5,001 ā $ 82 ā $ 5,083 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes | |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities at December 31, 2020 and 2019 are comprised of the following (in thousands): ā ā ā ā ā ā ā ā ā As of December 31, 2020 As of December 31, 2019 ā ā ā ā ā ā ā Deferred tax asset ā ā Net operating loss carryforward ā $ 185,308 ā $ 176,140 Research and development credit carry forwards ā 18,580 ā 16,983 Stock based compensation and other ā 22,997 ā 14,565 Total deferred tax assets ā 226,885 ā 207,688 Valuation Allowance ā (226,885) ā (207,688) Deferred tax asset, net of allowance ā $ ā ā $ ā |
Schedule of Effective Income Tax Rate Reconciliation | The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows: (dollars in thousands) ā ā ā ā ā ā ā ā As of December 31, 2020 As of December 31, 2019 Statutory federal income tax rate 21.0 % 21.0 % State taxes, net of federal tax benefit 1.1 % 8.9 % Tax rate differential on foreign income 0.0 % (0.4) % Derivative gain or loss (17.3) % 12.2 % Expiration of net operating losses (1.5) % (7.9) % Other permanent items and true ups (0.1) % (2.3) % R&D Credit 0.3 % 3.0 % Change in valuation allowance (3.5) % (34.5) % Income tax provision (benefit) 0.0 % 0.0 % |
Schedule of Components of Income Tax Expense (Benefit) | ā ā ā ā ā ā ā ā ā As of December 31, 2020 As of December 31, 2019 Federal ā ā Current ā $ ā ā $ ā Deferred ā (15,539) ā (5,183) State ā ā ā Current ā ā ā ā Deferred ā (4,327) ā (1,421) Foreign ā ā ā Current ā ā ā Deferred ā 670 ā (404) Change in valuation allowance ā 19,196 ā 7,008 Income tax provision (benefit) ā $ ā ā $ ā |
Financial Condition, Going Co_2
Financial Condition, Going Concern and Management Plans (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Organization and Description of Business | ||
Net Cash Provided by (Used in) Operating Activities | $ (32,093) | $ (31,859) |
Net Income (Loss) Attributable to Parent | (529,821) | $ (20,812) |
Net Cash Loss | 32,000 | |
Net Non-cash Loss | $ 497,800 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Jan. 01, 2019USD ($) | |
Cumulative effect of adopting new accounting standard | $ (1,371,216,000) | $ (841,395,000) | |
Operating Lease, Right-of-Use Asset | 4,489,000 | 4,679,000 | $ 4,300,000 |
Operating Lease, Liability | 5,083,000 | $ 4,300,000 | |
Federal depository insurance coverage | 250,000 | ||
Cash and cash equivalents uninsured amount | 10,000,000 | ||
Cash and cash equivalents held by foreign subsidiaries | $ 600,000 | ||
Number of Operating Segments | segment | 1 | ||
Number of reporting segments | segment | 1 | ||
Impairment charge | $ 0 | ||
Cumulative Effect, Period of Adoption, Adjustment | |||
Cumulative effect of adopting new accounting standard | $ 4,802,000 | ||
UNITED KINGDOM | |||
Operating Lease, Right-of-Use Asset | 4,500,000 | ||
Operating Lease, Liability | 5,001,000 | ||
Short term contingent note | Cognate Bio Services Notes [Member] | |||
Deferred Accounts Payable | $ 10,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 354,972 | $ 20,213 |
Embedded conversion option | 2,507 | |
Contingent payable derivative liability | 8,275 | 7,261 |
Total fair value | 365,754 | 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 | 354,972 | 20,213 |
Embedded conversion option | 2,507 | |
Contingent payable derivative liability | 8,275 | 7,261 |
Total fair value | $ 365,754 | $ 27,474 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Level 3 liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance | $ 27,474 | $ 30,352 |
Additional contingent liability in connection with a settlement agreement | 6,602 | |
Additional warrant liability | 18,864 | 4,110 |
Reclassification of warrant liabilities | (110,471) | |
Extinguishment of derivative liabilities | (3) | |
Additional embedded conversion option | 2,807 | |
Extinguishment of warrant liabilities related to warrants exercised for cash | (1,759) | |
Extinguishement of embedded conversion option due to debt conversion and debt repayment | (8,271) | |
Change in fair value | 435,351 | (11,828) |
Balance | 365,754 | 27,474 |
Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance | 20,213 | 29,995 |
Additional warrant liability | 18,864 | 4,110 |
Reclassification of warrant liabilities | (110,471) | |
Extinguishment of warrant liabilities related to warrants exercised for cash | (1,759) | |
Change in fair value | 426,366 | (12,133) |
Balance | 354,972 | 20,213 |
Contingent Payable Derivative Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance | 7,261 | |
Additional contingent liability in connection with a settlement agreement | 6,602 | |
Change in fair value | 1,014 | 659 |
Balance | 8,275 | 7,261 |
Embedded Conversion Option [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance | 357 | |
Extinguishment of derivative liabilities | (3) | |
Additional embedded conversion option | 2,807 | |
Extinguishement of embedded conversion option due to debt conversion and debt repayment | (8,271) | |
Change in fair value | 7,971 | $ (354) |
Balance | $ 2,507 |
Fair Value Measurements - Weigh
Fair Value Measurements - Weighted average (in aggregate) significant unobservable inputs (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | $ 0.28 | |
Contractual term (years) | 1 year 7 months 6 days | |
Volatility (annual) | 116.00% | |
Risk-free rate | 0.20% | |
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 | $ 1.53 | |
Contractual term (years) | 1 year 4 months 24 days | |
Volatility (annual) | 126.00% | |
Risk-free rate | 0.10% | |
Dividend yield (per share) | 0.00% | |
Embedded Conversion Option [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | $ 0.59 | |
Contractual term (years) | 10 months 24 days | |
Volatility (annual) | 106.00% | |
Risk-free rate | 0.10% | |
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 | $ 0.21 | |
Contractual term (years) | 1 year 4 months 24 days | |
Volatility (annual) | 74.00% | |
Risk-free rate | 2.00% | |
Dividend yield (per share) | 0.00% | |
Fair Value, Inputs, Level 3 [Member] | Embedded Conversion Option [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% |
Flaskworks Acquisition (Details
Flaskworks Acquisition (Details) - USD ($) $ / shares in Units, $ in Thousands | Dec. 25, 2020 | Dec. 01, 2020 | Aug. 28, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||
Purchase price paid in cash | $ 200 | ||||
Purchase price paid in cash | $ 200 | ||||
Assets acquired and liabilities assumed | |||||
Goodwill | $ 626 | $ 0 | |||
Acquisition | |||||
Business Acquisition [Line Items] | |||||
Acquired ownership units percentage | 100.00% | ||||
Total purchase price | $ 4,300 | ||||
Purchase price paid in cash | $ 500 | 1,700 | |||
Purchase price paid in stock | 200 | 2,010 | |||
Purchase price to be paid in either cash or stock, or a combination | 700 | ||||
Business Combination, Consideration Transferred, Other | 2,010 | $ 500 | |||
Purchase price paid in cash | $ 500 | 1,700 | |||
Issuance of common stock in acquisition (in shares) | 654,762 | 1,500,000 | |||
Special consideration | $ 200 | 2,010 | |||
Business Acquisition, Share Price | $ 0.336 | ||||
Incremental change in fair value of the shares | $ 900 | ||||
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 | 626 | ||||
Total estimated consideration | 2,143 | ||||
Less special consideration paid in cash and stock | (465) | ||||
Less cash acquired | (146) | ||||
Total consideration paid, net of cash acquired | $ 1,532 |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock option activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock-based Compensation | |||
Number of Shares, Outstanding | 104,659 | 100,159 | |
Number of Shares, Granted | 208,525 | 4,500 | |
Number of Shares, Cashless exercise | (94) | ||
Number of Shares, Forfeited/expired | (4,250) | ||
Number of Shares, Outstanding | 308,840 | 104,659 | 100,159 |
Number of Shares, Options vested | 223,720 | ||
Weighted Average Exercise Price, Outstanding | $ 0.24 | $ 0.24 | |
Weighted Average Exercise Price, Granted | 0.37 | 0.22 | |
Weighted Average Exercise Price, Cashless exercise | 0.34 | ||
Weighted Average Exercise Price, Forfeited/expired | 0.22 | ||
Weighted Average Exercise Price, Outstanding | 0.33 | $ 0.24 | $ 0.24 |
Weighted Average Exercise Price, Options vested | $ 0.30 | ||
Weighted Average Remaining Contractual Life (in years), Outstanding | 8 years 10 months 24 days | 8 years 4 months 24 days | 9 years 3 months 18 days |
Weighted Average Remaining Contractual Life (in years), Granted | 10 years | 10 years 4 months 24 days | |
Weighted Average Remaining Contractual Life (in years), Options vested | 8 years 8 months 12 days | ||
Total Intrinsic Value, Outstanding | |||
Total Intrinsic Value, Outstanding | $ 372,219 | ||
Total Intrinsic Value, Options vested | $ 276,432 |
Stock-based Compensation - Assu
Stock-based Compensation - Assumptions (Details) - $ / shares | Aug. 05, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Exercise price | $ 0.26 | $ 0.20 | |
Expected term (years) | 5 years 2 months 12 days | 5 years 7 months 6 days | |
Expected stock price volatility | 98.00% | 86.00% | |
Risk-free rate of interest | 0.00% | 1.00% | |
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 - Summ
Stock-based Compensation - Summary of stock-based compensation expense (Details) - USD ($) $ in Thousands | Dec. 01, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Total stock-based compensation expense | $ 51,955 | $ 1,821 | |
Research and development | |||
Total stock-based compensation expense | $ 500 | 19,792 | 471 |
General and administrative | |||
Total stock-based compensation expense | $ 500 | $ 32,163 | $ 1,350 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) | Dec. 01, 2020 | Aug. 05, 2020 | Apr. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 17,000,000 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 9 months 18 days | |||||
Share-based compensation arrangement by share-based payment award, options, cancelled in period | 1,750,000 | |||||
Number of Shares, Outstanding | 3,000,000 | 308,840 | 104,659 | 100,159 | ||
Incremental stock-based compensation for stock options modification | $ 300,000 | $ 78,000,000 | ||||
Weighted Average Exercise Price, Granted | $ 0.37 | $ 0.22 | ||||
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 | |||||
Allocated Share-based Compensation Expense | $ 51,955,000 | $ 1,821,000 | ||||
Acquisition | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation | $ 2,000,000 | |||||
Allocated Share-based Compensation Expense | $ 1,000,000 | |||||
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares, Vested | 128,000,000 | |||||
Weighted Average Exercise Price, Granted | $ 0.36 | |||||
General and administrative | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated Share-based Compensation Expense | $ 500,000 | $ 32,163,000 | 1,350,000 | |||
Research and development | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated Share-based Compensation Expense | $ 500,000 | $ 19,792,000 | $ 471,000 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Construction in progress | $ 9,074 | $ 1,685 |
Total property, plant and equipment, net | 1,040 | 281 |
Domestic [Member] | ||
Property, Plant and Equipment, Gross | 1,796 | 946 |
Less: accumulated depreciation | (756) | (665) |
Construction in progress | $ 9,074 | 1,685 |
Leasehold improvements [Member] | ||
Leasehold Improvements Useful Life | LesserĀ ofĀ leaseĀ termĀ orĀ estimatedĀ usefulĀ 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 | $ 219 | 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 | $ 1,403 | 611 |
Land [Member] | UNITED KINGDOM | ||
Property, Plant and Equipment, Gross | $ 93 | $ 90 |
Property, Plant and Equipment -
Property, Plant and Equipment - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment | ||
Depreciation | $ 87,000 | $ 21,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2020 | May 31, 2020 | Dec. 31, 2018 | |
Debt Instrument, Stated Interest Rate | 10.00% | ||||
Debt Instrument, Face Value | $ 13,751,000 | $ 13,411,000 | |||
Debt Instrument, Remaining Debt Discount | (1,484,000) | (688,000) | |||
Debt Instrument, Embedded Conversion Option | (2,507,000) | ||||
Debt Instrument, Carrying Value | $ 14,774,000 | $ 12,723,000 | |||
6% Unsecurble [Member] | |||||
Debt Instrument, Stated Interest Rate | 6.00% | ||||
8% unsecured [Member] | |||||
Debt Instrument, Face Value | $ 5,800,000 | ||||
10% unsecured [Member] | |||||
Debt Instrument, Conversion Price | $ 0.34 | ||||
Debt Instrument, Face Value | $ 3,300,000 | $ 1,500,000 | $ 300,000 | ||
12% unsecured [Member] | |||||
Debt Instrument, Stated Interest Rate | 12.00% | 12.00% | |||
Debt Instrument, Face Value | $ 440,000 | $ 440,000 | |||
Short term convertible notes payable [Member] | |||||
Debt Instrument, Face Value | 2,260,000 | 635,000 | |||
Debt Instrument, Remaining Debt Discount | (937,000) | (67,000) | |||
Debt Instrument, Embedded Conversion Option | (2,507,000) | ||||
Debt Instrument, Carrying Value | $ 3,830,000 | $ 568,000 | |||
Short term convertible notes payable [Member] | 6% Unsecurble [Member] | |||||
Debt Instrument, Maturity Date, Description | Due | Due | |||
Debt Instrument, Stated Interest Rate | 6.00% | 6.00% | |||
Debt Instrument, Conversion Price | $ 3.09 | $ 3.09 | |||
Debt Instrument, Face Value | $ 135,000 | $ 135,000 | |||
Debt Instrument, Carrying Value | $ 135,000 | $ 135,000 | |||
Short term convertible notes payable [Member] | 8% unsecured [Member] | |||||
Debt Instrument, Maturity Date, Description | 4/30/2021 | ||||
Debt Instrument, Stated Interest Rate | 8.00% | ||||
Debt Instrument, Conversion Price | $ 0.85 | ||||
Debt Instrument, Face Value | $ 2,125,000 | ||||
Debt Instrument, Remaining Debt Discount | (937,000) | ||||
Debt Instrument, Embedded Conversion Option | (2,507,000) | ||||
Debt Instrument, Carrying Value | 3,695,000 | ||||
Short term convertible notes payable [Member] | 10% unsecured [Member] | |||||
Debt Instrument, Maturity Date, Description | 4/18/2020 | ||||
Debt Instrument, Stated Interest Rate | 10.00% | ||||
Debt Instrument, Conversion Price | $ 0.22 | ||||
Debt Instrument, Face Value | $ 500,000 | ||||
Debt Instrument, Remaining Debt Discount | (67,000) | ||||
Debt Instrument, Carrying Value | 433,000 | ||||
Short Term Notes Payable [Member] | |||||
Debt Instrument, Face Value | 2,488,000 | 5,702,000 | |||
Debt Instrument, Remaining Debt Discount | (51,000) | (201,000) | |||
Debt Instrument, Carrying Value | $ 2,437,000 | $ 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 | $ 1,785,000 | $ 555,000 | |||
Debt Instrument, Remaining Debt Discount | (51,000) | (43,000) | |||
Debt Instrument, Carrying Value | $ 1,734,000 | $ 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 | (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, 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 | ||||
Short term convertible notes payable - related parties [Member] | |||||
Debt Instrument, Face Value | 66,000 | ||||
Debt Instrument, Carrying Value | $ 66,000 | ||||
Short term convertible notes payable - related parties [Member] | 10% unsecured [Member] | |||||
Debt Instrument, Maturity Date, Description | On Demand | ||||
Debt Instrument, Stated Interest Rate | 10.00% | ||||
Debt Instrument, Face Value | $ 66,000 | ||||
Debt Instrument, Carrying Value | 66,000 | ||||
Long Term Notes Payable [Member] | |||||
Debt Instrument, Face Value | 9,003,000 | 7,008,000 | |||
Debt Instrument, Remaining Debt Discount | (496,000) | (420,000) | |||
Debt Instrument, Carrying Value | $ 8,507,000 | $ 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 | (496,000) | (420,000) | |||
Debt Instrument, Carrying Value | $ 6,664,000 | $ 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 | $ 1,843,000 | ||||
Debt Instrument, Carrying Value | $ 1,843,000 |
Notes Payable - Mortgage Loan (
Notes Payable - Mortgage Loan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Contractual interest | $ 20 | $ 366 |
Amortization of Debt Discount | 3,013 | 1,430 |
Amortization of debt discount | 122 | 0 |
Interest Expense, Debt | 8,544 | 2,975 |
Interest and Debt Expense | 4,412 | 366 |
Other interest expenses | 10 | 11 |
Total interest expense | 8,544 | 2,975 |
Short term convertible notes payable - related parties [Member] | ||
Contractual interest | 20 | 366 |
Amortization of Debt Discount (Premium) | 122 | |
Interest Expense, Debt | 142 | 366 |
Forbearance of debt to related parties | ||
Interest Expense, Debt | 4,270 | |
Notes payable | ||
Contractual interest | 1,231 | 1,168 |
Amortization of debt discount | 2,891 | 1,430 |
Interest and Debt Expense | $ 4,122 | $ 2,598 |
Notes Payable - summary of the
Notes Payable - summary of the company's contractual obligations on debt principal (Details) - USD ($) | Dec. 31, 2020 | Aug. 31, 2020 | May 31, 2020 | Dec. 31, 2019 |
Debt Instrument, Face Amount | $ 13,751,000 | $ 13,411,000 | ||
10% unsecured [Member] | ||||
Debt Instrument, Face Amount | 3,300,000 | $ 1,500,000 | $ 300,000 | |
8% unsecured [Member] | ||||
Debt Instrument, Face Amount | 5,800,000 | |||
12% unsecured [Member] | ||||
Debt Instrument, Face Amount | 440,000 | 440,000 | ||
Short term convertible note | 6% unsecured [Member] | ||||
Debt Instrument, Face Amount | 135,000 | |||
Short term convertible note | 8% unsecured [Member] | ||||
Debt Instrument, Face Amount | 2,125,000 | |||
Short Term Notes Payable [Member] | ||||
Debt Instrument, Face Amount | 2,488,000 | 5,702,000 | ||
Short Term Notes Payable [Member] | 10% unsecured [Member] | ||||
Debt Instrument, Face Amount | 263,000 | 3,551,000 | ||
Short Term Notes Payable [Member] | 8% unsecured [Member] | ||||
Debt Instrument, Face Amount | 1,785,000 | 555,000 | ||
Short Term Notes Payable [Member] | 12% unsecured [Member] | ||||
Debt Instrument, Face Amount | 440,000 | 440,000 | ||
Short Term Notes Payable [Member] | 0% unsecured [Member] | ||||
Debt Instrument, Face Amount | 1,156,000 | |||
Short term convertible notes payable - related parties [Member] | ||||
Debt Instrument, Face Amount | 66,000 | |||
Short term convertible notes payable - related parties [Member] | 10% unsecured [Member] | ||||
Debt Instrument, Face Amount | 66,000 | |||
Long Term Notes Payable [Member] | ||||
Debt Instrument, Face Amount | 9,003,000 | 7,008,000 | ||
Long Term Notes Payable [Member] | 8% unsecured [Member] | ||||
Debt Instrument, Face Amount | 7,160,000 | $ 7,008,000 | ||
Long Term Notes Payable [Member] | 6% secured [Member] | ||||
Debt Instrument, Face Amount | 1,843,000 | |||
Less than 1 Year [Member] | ||||
Debt Instrument, Face Amount | 4,748,000 | |||
Less than 1 Year [Member] | Short term convertible note | 6% unsecured [Member] | ||||
Debt Instrument, Face Amount | 135,000 | |||
Less than 1 Year [Member] | Short term convertible note | 8% unsecured [Member] | ||||
Debt Instrument, Face Amount | 2,125,000 | |||
Less than 1 Year [Member] | Short Term Notes Payable [Member] | 10% unsecured [Member] | ||||
Debt Instrument, Face Amount | 263,000 | |||
Less than 1 Year [Member] | Short Term Notes Payable [Member] | 8% unsecured [Member] | ||||
Debt Instrument, Face Amount | 1,785,000 | |||
Less than 1 Year [Member] | Short Term Notes Payable [Member] | 12% unsecured [Member] | ||||
Debt Instrument, Face Amount | 440,000 | |||
1 to 2 Years [Member] | ||||
Debt Instrument, Face Amount | 7,160,000 | |||
1 to 2 Years [Member] | Long Term Notes Payable [Member] | 8% unsecured [Member] | ||||
Debt Instrument, Face Amount | 7,160,000 | |||
3 to 5 Years [Member] | ||||
Debt Instrument, Face Amount | 1,843,000 | |||
3 to 5 Years [Member] | Long Term Notes Payable [Member] | 6% secured [Member] | ||||
Debt Instrument, Face Amount | $ 1,843,000 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) $ / shares in Units, Ā£ in Thousands | Jan. 15, 2021USD ($)$ / sharesshares | Oct. 18, 2020USD ($) | Oct. 01, 2020USD ($)shares | Sep. 29, 2020USD ($)shares | Aug. 03, 2020USD ($)shares | May 20, 2020USD ($) | Mar. 26, 2020USD ($) | May 28, 2019USD ($) | Sep. 26, 2018USD ($) | Oct. 31, 2020USD ($)$ / shares | Aug. 31, 2020USD ($)$ / sharesshares | May 31, 2020USD ($)$ / shares | Apr. 30, 2020USD ($)$ / sharesshares | Feb. 29, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | May 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / shares | Nov. 01, 2020 | Mar. 26, 2020GBP (Ā£) | Dec. 31, 2018 |
Debt Instrument, Face Amount | $ 13,751,000 | $ 13,411,000 | |||||||||||||||||||
Debt Instrument, Unamortized Discount | 1,484,000 | 688,000 | |||||||||||||||||||
Embedded Conversion Option | (2,507,000) | ||||||||||||||||||||
Carrying Value | 14,774,000 | 12,723,000 | |||||||||||||||||||
Notes Payable | 135,000 | 135,000 | |||||||||||||||||||
Legal Fees | 3,267,000 | 3,742,000 | |||||||||||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | 2,507,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||
Repayments of Debt | $ 1,200,000 | ||||||||||||||||||||
Interest Expense, Debt | 8,544,000 | 2,975,000 | |||||||||||||||||||
Repayments of Related Party Debt | $ 379,000 | 329,000 | |||||||||||||||||||
Interest Payable | 800,000 | ||||||||||||||||||||
Short-term Debt | $ 65,000 | ||||||||||||||||||||
Warrants and Rights Outstanding, Term | 2 years 6 months | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 8,500,000 | ||||||||||||||||||||
Loss (gain) from extinguishment of debt | $ 1,582,000 | 1,941,000 | |||||||||||||||||||
Short term convertible notes payable [Member] | |||||||||||||||||||||
Debt Instrument, Face Amount | 2,260,000 | 635,000 | |||||||||||||||||||
Debt Instrument, Unamortized Discount | 937,000 | 67,000 | |||||||||||||||||||
Embedded Conversion Option | (2,507,000) | ||||||||||||||||||||
Carrying Value | 3,830,000 | 568,000 | |||||||||||||||||||
Short Term Notes Payable [Member] | |||||||||||||||||||||
Debt Instrument, Face Amount | 2,488,000 | 5,702,000 | |||||||||||||||||||
Debt Instrument, Unamortized Discount | 51,000 | 201,000 | |||||||||||||||||||
Carrying Value | 2,437,000 | 5,501,000 | |||||||||||||||||||
Advent BioServices [Member] | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||
Short-term Debt | $ 65,000 | ||||||||||||||||||||
Debt Instrument, Term. | 7 days | ||||||||||||||||||||
10% unsecured [Member] | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,400,000 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 4,800,000 | 4,100,000 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 1,500,000 | $ 300,000 | $ 300,000 | $ 3,300,000 | |||||||||||||||||
Det converted to warrants (in shares) | shares | 1,700,000 | ||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.34 | ||||||||||||||||||||
Repayments of Debt | 100,000 | ||||||||||||||||||||
Number of existing warrants | shares | 6,500,000 | ||||||||||||||||||||
Accrued interest amount converted | 1,300,000 | 15,000 | |||||||||||||||||||
Fair value of debt converted | 500,000 | 500,000 | |||||||||||||||||||
Embedded derivative liability extinguished | $ 1,500,000 | ||||||||||||||||||||
Loss (gain) from extinguishment of debt | 1,600,000 | 200,000 | |||||||||||||||||||
10% unsecured [Member] | Short term convertible notes payable [Member] | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 600,000 | $ 75,000 | |||||||||||||||||||
Debt Instrument, Face Amount | 500,000 | ||||||||||||||||||||
Debt Instrument, Unamortized Discount | 67,000 | ||||||||||||||||||||
Carrying Value | $ 433,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.22 | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | ||||||||||||||||||||
Warrants and Rights Outstanding, Term | 2 years | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 2,300,000 | ||||||||||||||||||||
Warrants issued at fair value | $ 115,000 | ||||||||||||||||||||
10% unsecured [Member] | Short Term Notes Payable [Member] | |||||||||||||||||||||
Debt Instrument, Face Amount | 263,000 | $ 3,551,000 | |||||||||||||||||||
Debt Instrument, Unamortized Discount | 73,000 | ||||||||||||||||||||
Carrying Value | $ 263,000 | $ 3,478,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||||||||||||||||
8% unsecured [Member] | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 29,100,000 | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 5,800,000 | ||||||||||||||||||||
Accrued interest amount converted | 600,000 | ||||||||||||||||||||
Fair value of debt converted | 7,600,000 | ||||||||||||||||||||
Loss (gain) from extinguishment of debt | 1,200,000 | ||||||||||||||||||||
8% unsecured [Member] | Short term convertible notes payable [Member] | |||||||||||||||||||||
Debt Instrument, Face Amount | 2,125,000 | ||||||||||||||||||||
Debt Instrument, Unamortized Discount | 937,000 | ||||||||||||||||||||
Embedded Conversion Option | (2,507,000) | ||||||||||||||||||||
Carrying Value | $ 3,695,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.85 | ||||||||||||||||||||
8% unsecured [Member] | Short Term Notes Payable [Member] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,785,000 | $ 555,000 | |||||||||||||||||||
Debt Instrument, Unamortized Discount | 51,000 | 43,000 | |||||||||||||||||||
Carrying Value | $ 1,734,000 | $ 512,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |||||||||||||||||||
12% unsecured [Member] | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 300,000 | $ 140,000 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 440,000 | $ 440,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |||||||||||||||||||
12% unsecured [Member] | Short Term Notes Payable [Member] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 440,000 | $ 440,000 | |||||||||||||||||||
Carrying Value | $ 440,000 | $ 440,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |||||||||||||||||||
Short term contingent note | Cognate Bio Services Notes [Member] | |||||||||||||||||||||
Deferred Accounts Payable | $ 10,000,000 | ||||||||||||||||||||
Subsequent Event | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 4,500,000 | ||||||||||||||||||||
Det converted to warrants (in shares) | shares | 261,000 | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2 | ||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 4,600,000 | ||||||||||||||||||||
Fair value of warrants | $ 62,100,000 | ||||||||||||||||||||
Minimum | 10% unsecured [Member] | |||||||||||||||||||||
Debt Instrument, Term. | 6 months | ||||||||||||||||||||
Minimum | 10% unsecured [Member] | Short term convertible notes payable [Member] | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.181 | ||||||||||||||||||||
Minimum | Subsequent Event | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.175 | ||||||||||||||||||||
Maximum | 10% unsecured [Member] | |||||||||||||||||||||
Debt Instrument, Term. | 12 months | ||||||||||||||||||||
Maximum | 10% unsecured [Member] | Short term convertible notes payable [Member] | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.22 | ||||||||||||||||||||
Maximum | Subsequent Event | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.34 | ||||||||||||||||||||
Goldman Note [Member] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | $ 300,000 | |||||||||||||||||||
Det converted to warrants (in shares) | shares | 600,000 | ||||||||||||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ 1,600,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | $ 0.25 | |||||||||||||||||||
Repayments of Debt | 300,000 | ||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | |||||||||||||||||||
Warrants issued as a percentage of common shares issued upon conversion | 50.00% | ||||||||||||||||||||
Fair value of warrants | $ 66,000 | $ 66,000 | |||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 36,000 | ||||||||||||||||||||
Debt Instrument, Term. | 15 days | ||||||||||||||||||||
Goldman Note [Member] | Minimum | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.23 | $ 0.23 | |||||||||||||||||||
Goldman Note [Member] | Maximum | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.25 | $ 0.25 | |||||||||||||||||||
Promissory Note [Member] | 10% unsecured [Member] | |||||||||||||||||||||
Debt Instrument, Face Amount | 2,300,000 | ||||||||||||||||||||
Extinguishment of Debt, Amount | 1,000,000 | ||||||||||||||||||||
Loss (gain) from extinguishment of debt | 100,000 | ||||||||||||||||||||
Note Due In 2011 [Member] | |||||||||||||||||||||
Notes Payable | 110,000 | $ 25,000 | |||||||||||||||||||
Notes [Member] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 7,200,000 | ||||||||||||||||||||
Number of installments for amortization | 14 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||||||
Legal fees | $ 10,000 | ||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 650,000 | ||||||||||||||||||||
Debt Instrument, Term. | 21 months | ||||||||||||||||||||
Paycheck Protection Program loan | |||||||||||||||||||||
Proceeds from issuance of debt | $ 400,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | ||||||||||||||||||||
Loss (gain) from extinguishment of debt | $ 400,000 | ||||||||||||||||||||
Debt Instrument, Term. | 2 years | ||||||||||||||||||||
Proceeds from Issuance of Debt | $ 400,000 | ||||||||||||||||||||
Six Percentage Note Payable One [Member] | |||||||||||||||||||||
Notes Payable | $ 110,000 | $ 25,000 | |||||||||||||||||||
February Notes | 10% unsecured [Member] | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 5,100,000 | ||||||||||||||||||||
Accrued interest amount converted | $ 68,000 | ||||||||||||||||||||
February Notes | 10% unsecured [Member] | Short term convertible notes payable [Member] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.21 | ||||||||||||||||||||
Warrants exercise, Number | shares | 1,400,000 | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.35 | ||||||||||||||||||||
Fair value of warrants | $ 79,000 | ||||||||||||||||||||
Debt Instrument, Term. | 2 years | ||||||||||||||||||||
April Note | Short term convertible notes payable [Member] | |||||||||||||||||||||
Placement agent cost | $ 69,000 | ||||||||||||||||||||
April Note | 10% unsecured [Member] | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 600,000 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 5,100,000 | 3,300,000 | |||||||||||||||||||
Debt Instrument, Face Amount | $ 800,000 | ||||||||||||||||||||
Det converted to warrants (in shares) | shares | 2,500,000 | ||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 200,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.17 | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.20 | ||||||||||||||||||||
Extinguishment of Debt, Amount | 1,500,000 | ||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 51,000 | ||||||||||||||||||||
Number of existing warrants | shares | 5,100,000 | ||||||||||||||||||||
Accrued interest amount converted | 26,000 | $ 28,000 | |||||||||||||||||||
Warrants issued as a percentage of common shares issued upon conversion | 50.00% | ||||||||||||||||||||
Fair value of debt converted | 2,400,000 | $ 400,000 | |||||||||||||||||||
Loss (gain) from extinguishment of debt | $ 300,000 | 70,000 | |||||||||||||||||||
April Note | 10% unsecured [Member] | Short term convertible notes payable [Member] | |||||||||||||||||||||
Debt Instrument, Face Amount | 800,000 | ||||||||||||||||||||
Proceeds from issuance of debt | 700,000 | ||||||||||||||||||||
Proceeds from Issuance of Debt | $ 700,000 | ||||||||||||||||||||
April Note | Minimum | 10% unsecured [Member] | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | ||||||||||||||||||||
April Note | Maximum | 10% unsecured [Member] | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.20 | ||||||||||||||||||||
May Note | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 600,000 | $ 500,000 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,300,000 | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 600,000 | $ 600,000 | |||||||||||||||||||
Det converted to warrants (in shares) | shares | 900,000 | ||||||||||||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ 2,800,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.25 | $ 0.25 | |||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 50,000 | ||||||||||||||||||||
Accrued interest amount converted | 19,000 | ||||||||||||||||||||
Warrants issued as a percentage of common shares issued upon conversion | 40.00% | ||||||||||||||||||||
Fair value of debt converted | $ 3,400,000 | ||||||||||||||||||||
October Note | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,100,000 | ||||||||||||||||||||
Original issue discount | $ 200,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.85 | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2 | ||||||||||||||||||||
Warrants issued as a percentage of common shares issued upon conversion | 30.00% | ||||||||||||||||||||
Fair value of debt converted | $ 1,400,000 | ||||||||||||||||||||
August Note | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,100,000 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 3,300,000 | ||||||||||||||||||||
Debt Instrument, Face Amount | 1,100,000 | ||||||||||||||||||||
Det converted to warrants (in shares) | shares | 1,100,000 | ||||||||||||||||||||
Original issue discount | $ 110,000 | ||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 500,000 | ||||||||||||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | 2,300,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.345 | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.34 | ||||||||||||||||||||
Warrants issued as a percentage of common shares issued upon conversion | 35.00% | ||||||||||||||||||||
Fair value of debt converted | 3,300,000 | $ 600,000 | |||||||||||||||||||
Loss (gain) from extinguishment of debt | $ 400,000 | ||||||||||||||||||||
Amended | 10% unsecured [Member] | |||||||||||||||||||||
Det converted to warrants (in shares) | shares | 10,300,000 | ||||||||||||||||||||
Warrants and Rights Outstanding, Term | 2 years | ||||||||||||||||||||
Fair value of debt converted | $ 500,000 | ||||||||||||||||||||
Amended | Minimum | 10% unsecured [Member] | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.20 | ||||||||||||||||||||
Amended | Maximum | 10% unsecured [Member] | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.23 | ||||||||||||||||||||
Lender | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,700,000 | Ā£ 1,350 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.25% | 6.25% | |||||||||||||||||||
Debt Instrument, Term. | 5 years | ||||||||||||||||||||
Debt Instrument, Term For Repayment Of The Loan Principal And Interest | 4 years |
Net Earnings (Loss) per Share A
Net Earnings (Loss) per Share Applicable to Common Stockholders (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 643,210 | 466,749 |
Common stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 308,840 | 104,659 |
Common stock warrants - liability treatment [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 328,979 | 347,734 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 2,774 | 11,739 |
Convertible notes and accrued interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 2,617 | 2,617 |
Related Party Transactions - Su
Related Party Transactions - Summary of outstanding unpaid accounts payable held by related parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Advent BioServices [Member] | ||
Related Party Transaction, Expenses from Transactions with Related Party | $ 7,543 | $ 5,735 |
Related Party Transactions - To
Related Party Transactions - Total interest expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions | ||
Contractual interest | $ 20 | $ 366 |
Amortization of debt discount | 122 | 0 |
Interest expenses related to forbearance of debt to related parties | 4,270 | 0 |
Total interest expense | $ 4,412 | $ 366 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions | Jul. 02, 2020 | Nov. 08, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Jan. 15, 2021 | Dec. 31, 2018 | Sep. 26, 2018 | Apr. 30, 2018 |
Related Party Transaction [Line Items] | |||||||||
Short-term Debt | $ 65,000 | ||||||||
Repayments of notes | $ 379,000 | $ 329,000 | |||||||
Interest rate | 10.00% | ||||||||
Interest expenses related to forbearance of debt to related parties | 4,270,000 | 0 | |||||||
Interest Expense, Debt | $ 8,544,000 | 2,975,000 | |||||||
Extended term of the Ancillary Services agreement | 12 months | ||||||||
Interest Payable | 800,000 | ||||||||
Subsequent Event | |||||||||
Related Party Transaction [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | ||||||||
Forbearance Warrants [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.21 | ||||||||
Class of Warrant or Right, Warrants Issued | 15.2 | ||||||||
Debt instrument term | 5 years | ||||||||
Interest Payable | $ 4,300,000 | ||||||||
Extension of Loans | $ 5,400,000 | ||||||||
Minimum | Subsequent Event | |||||||||
Related Party Transaction [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.175 | ||||||||
Maximum | Subsequent Event | |||||||||
Related Party Transaction [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.34 | ||||||||
Advent BioServices Invoiced [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accounts Payable, Related Parties | 3,734,000 | 834,000 | |||||||
Advent Bioscience Accrued | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accounts Payable, Related Parties | $ 1,629,000 | 3,002,000 | |||||||
Term (in months) | 8 months | ||||||||
Extended term of the Ancillary Services agreement | 12 months | ||||||||
Advent BioServices [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Accounts Payable, Related Parties | $ 5,363,000 | 3,836,000 | |||||||
Repayments of notes | 73,000 | ||||||||
Sawston buildout [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Capitalized costs to related party | 3,600,000 | $ 900,000 | |||||||
Mr. Goldman [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Repayments of notes | $ 300,000 | ||||||||
Senior Vice President | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of Warrant Coverage | 50.00% | ||||||||
Convertible notes payable | $ 315,000 | $ 5,400,000 | |||||||
Senior Vice President | Advent BioServices [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Interest rate | 10.00% |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Stockholders' Deficit | ||||
Number of Warrants, Outstanding | 359,473 | 372,153 | ||
Number of Warrants, Warrants granted | 88,658 | 8,067 | ||
Number of Warrants, Contingently issuable warrants | 2,774 | |||
Number of Warrants, Warrants exercised for cash | (47,511) | (9,532) | ||
Number of Warrants, Cashless warrants exercise | (8,631) | |||
Number of Warrants, Warrants expired and cancellation | (63,010) | (11,215) | ||
Number of Warrants, Outstanding | 331,753 | [1] | 359,473 | 372,153 |
Weighted Average Exercise Price - Outstanding | $ 0.27 | $ 0.29 | ||
Weighted Average Exercise Price - Warrants granted | 0.22 | 0.23 | ||
Weighted Average Exercise Price - Contingently issuable warrants | 1.48 | |||
Weighted Average Exercise Price - Warrants exercised for cash | 0.29 | $ 0.23 | ||
Weighted Average Exercise Price, Cashless warrants exercise | $ 0.22 | |||
Weighted Average Exercise Price, Warrants expired and cancellation | 0.32% | 0.62% | ||
Weighted Average Exercise Price - Outstanding | $ 0.28 | [1] | $ 0.27 | $ 0.29 |
Remaining Contractual Term | 1 year 7 months 9 days | [1] | 1 year 5 months 1 day | 1 year 11 months 19 days |
[1] | As of December 31, 2020, approximately 62.1 million warrants were not exercisable until January 15, 2021. Subsequent to January 15, 2021, the Company suspended 58.8 million warrants until February 28, 2021. |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details - USD ($) | Feb. 28, 2021 | Jan. 15, 2021 | Dec. 25, 2020 | Dec. 01, 2020 | Oct. 31, 2020 | Oct. 12, 2020 | Aug. 05, 2020 | May 10, 2020 | Aug. 31, 2020 | May 31, 2020 | Apr. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 30, 2021 | Dec. 15, 2020 | Nov. 01, 2020 | Dec. 31, 2018 | |
Shareholders Deficit [Line Items] | |||||||||||||||||||
Proceeds from Warrant Exercises | $ 13,915,000 | $ 2,220,000 | |||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (1,582,000) | $ (1,941,000) | |||||||||||||||||
Shares Issued During Period Shares, Upon Exercise Of warrants | 47,500,000 | 9,500,000 | |||||||||||||||||
Class of Warrant or Right, Outstanding | 331,753 | [1] | 359,473 | 372,153 | |||||||||||||||
Common Stock, Shares Authorized | 1,200,000,000 | 1,200,000,000 | |||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||||||||||
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 | |||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 8,500,000 | ||||||||||||||||||
Research and Development Expense | $ 33,637,000 | $ 14,106,000 | |||||||||||||||||
Debt Instrument, Face Amount | 13,751,000 | 13,411,000 | |||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 5,300,000 | $ 272,800,000 | 5,400,000 | $ 2,800,000 | |||||||||||||||
Class of Warrant or Right, Warrant Term | 2 years | ||||||||||||||||||
Value of Warrants Exercised For Cash | $ 13,915,000 | 2,220,000 | |||||||||||||||||
Interest Payable | 800,000 | ||||||||||||||||||
Proceeds from Issuance Initial Public Offering | 6,900,000 | ||||||||||||||||||
Payments for Repurchase of Initial Public Offering | $ 300,000 | ||||||||||||||||||
Common Stock, Shares, Issued | 829,600,000 | 614,300,000 | |||||||||||||||||
Common Stock Shares Issued Upon Existing Loan Conversion | 1,300,000 | ||||||||||||||||||
Issuance Of Common Shares In Settlement Agreement | $ 52,000,000 | ||||||||||||||||||
Issuance Of Common Shares In Settlement Agreement (in shares) | 12,000,000 | ||||||||||||||||||
Proceeds from issuance of common stock and warrants in a registered direct offering, net | $ 26,814,000 | $ 6,874,000 | |||||||||||||||||
Payments of stock issuance costs | $ 600,000 | 400,000 | |||||||||||||||||
Class of warrant or right, agreed to be suspended | 14,200,000 | 14,600,000 | |||||||||||||||||
Proceeds from issuance of convertible notes payable, net | $ 5,115,000 | ||||||||||||||||||
Class of Warrant or Right, Agreed to be Suspended And Unexercisable | 90,000,000 | 60,000,000 | |||||||||||||||||
Class of Warrant or Right, Percentage Of Warrants Issued On Conversion | 17.50% | ||||||||||||||||||
Number of warrants suspended | 274,000,000 | 81,000,000 | 183,000,000 | 29,000,000 | |||||||||||||||
Number of common stock issued | 7,100,000 | ||||||||||||||||||
Number of Warrants, cashless warrants exercise | 8,631 | ||||||||||||||||||
Weighted Average Exercise Price, Cashless warrants exercise | $ 0.22 | ||||||||||||||||||
General and administrative expenses | $ 50,992,000 | $ 12,541,000 | |||||||||||||||||
Class of Warrant or Right, Extended in Suspension | 157,000,000 | ||||||||||||||||||
Class of Warrant or Right, Suspended And Unexercisable | 171,000,000 | ||||||||||||||||||
Subsequent Event | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Proceeds from Warrant Exercises | $ 700,000 | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 4,500,000 | ||||||||||||||||||
Warrants exercise price | $ 2 | ||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 58,800,000 | ||||||||||||||||||
Warrants and Rights Outstanding | $ 62,100,000 | ||||||||||||||||||
Class of warrant or right, agreed to be suspended | 3,500,000 | ||||||||||||||||||
Warrants exercise period | 12 months | ||||||||||||||||||
Number of warrants suspended | 262,000,000 | ||||||||||||||||||
Number of warrants issued | 261,000 | ||||||||||||||||||
Debt amount converted | $ 4,600,000 | ||||||||||||||||||
Class of Warrant or Right, Extended in Suspension | 262,000,000 | 256,000,000 | |||||||||||||||||
Class of Warrant or Right, Suspended And Unexercisable | 190,000,000 | ||||||||||||||||||
Acquisition | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 654,762 | 1,500,000 | |||||||||||||||||
Weighted Average Exercise Price, Cashless warrants exercise | $ 0.336 | ||||||||||||||||||
Special consideration payment | $ 200,000 | ||||||||||||||||||
General and administrative expenses | $ 900,000 | ||||||||||||||||||
Share Settlement Agreement [Member] | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Issuance Of Common Shares In Settlement Agreement (in shares) | 52,000,000 | ||||||||||||||||||
Convertible Preferred Stock [Member] | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 35,500,000 | ||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 1,700,000 | ||||||||||||||||||
Debt Instrument, Fair Value Disclosure | 6,800,000 | ||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 700,000 | ||||||||||||||||||
Warrants issued as consideration for warrants suspension | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Agreed to be Suspended And Unexercisable | 21,000,000 | ||||||||||||||||||
Number of warrants suspended | 178,000,000 | ||||||||||||||||||
Warrants through December 15, 2020 | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Suspended And Unexercisable | 178,000,000 | ||||||||||||||||||
Warrants Oher New Share Purchases | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Suspended And Unexercisable | 96,000,000 | ||||||||||||||||||
Convertible Debt Securities [Member] | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 58,400,000 | ||||||||||||||||||
Number of warrants issued | 6,200,000 | ||||||||||||||||||
Debt amount converted | $ 13,900,000 | ||||||||||||||||||
Registered Direct Offering [Member] | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Warrants exercise price | $ 0.25 | ||||||||||||||||||
Interest Payable | $ 306,000,000 | ||||||||||||||||||
Proceeds from Issuance Initial Public Offering | $ 5,700,000 | ||||||||||||||||||
Payments for Repurchase of Initial Public Offering | $ 400,000 | ||||||||||||||||||
Common Stock, Shares, Issued | 34,500,000 | 32,700,000 | |||||||||||||||||
April Financing | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Warrants exercise price | $ 0.20 | ||||||||||||||||||
Shares issued | 19,900,000 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 11,300,000 | ||||||||||||||||||
Share Price | $ 0.153 | ||||||||||||||||||
Proceeds from issuance of common stock and warrants in a registered direct offering, net | $ 3,000,000 | ||||||||||||||||||
Payments of stock issuance costs | 68,000 | ||||||||||||||||||
Proceeds from issuance of warrants | $ 800,000 | ||||||||||||||||||
May Financing | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Shares issued | 14,200,000 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,600,000 | ||||||||||||||||||
Proceeds from issuance of common stock and warrants in a registered direct offering, net | $ 2,900,000 | ||||||||||||||||||
Proceeds from issuance of warrants | $ 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] | |||||||||||||||||||
Warrants exercise price | $ 0.34 | ||||||||||||||||||
Proceeds from issuance of convertible notes payable, net | $ 1,000,000 | ||||||||||||||||||
Conversion price | $ 0.345 | ||||||||||||||||||
Class of Warrant or Right, Percentage Of Warrants Issued On Conversion | 35.00% | ||||||||||||||||||
October Financing [Member] | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,600,000 | ||||||||||||||||||
Incremental change in fair value of warrants | $ 1,200,000 | ||||||||||||||||||
Share Price | $ 0.816 | ||||||||||||||||||
Class of warrant or right, agreed to be suspended | 3,600,000 | ||||||||||||||||||
Amount of financing | $ 11,900,000 | ||||||||||||||||||
Warrants exercise period | 3 months | ||||||||||||||||||
Debt amount converted | $ 10,000,000 | ||||||||||||||||||
October Financing [Member] | Convertible notes payable | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Warrants exercise price | $ 2 | ||||||||||||||||||
Warrants exercise period | 12 months | ||||||||||||||||||
Proceeds from issuance of convertible notes payable, net | $ 1,900,000 | ||||||||||||||||||
Conversion price | $ 0.85 | ||||||||||||||||||
Class of Warrant or Right, Percentage Of Warrants Issued On Conversion | 30.00% | ||||||||||||||||||
Placement Agent | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Warrants exercise price | $ 0.21 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 800,000 | ||||||||||||||||||
Class of Warrant or Right, Warrant Term | 2 years | ||||||||||||||||||
Warrants [Member] | Registered Direct Offering [Member] | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Incremental change in fair value of warrants | $ 2,500,000 | ||||||||||||||||||
Warrants [Member] | Placement Agent | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Incremental change in fair value of warrants | $ 1,000,000 | ||||||||||||||||||
Common Stock | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 9,200,000 | ||||||||||||||||||
Stock Issued During Period, Shares, Acquisitions | 655 | ||||||||||||||||||
Stock Issued During Period, Shares, Other | 97,981 | 32,708 | |||||||||||||||||
Stock Issued During Period Shares Issued For Non Cash Consideration 1 | 7,086 | ||||||||||||||||||
Value of Warrants Exercised For Cash | $ 48,000 | $ 10,000 | |||||||||||||||||
Issuance Of Common Shares In Settlement Agreement | $ 12,000 | ||||||||||||||||||
Issuance Of Common Shares In Settlement Agreement (in shares) | 12,000 | ||||||||||||||||||
Incremental change in fair value of warrants | $ 2,500,000 | ||||||||||||||||||
Percentage of warrants exercisable | 30.00% | ||||||||||||||||||
Number of Warrants, cashless warrants exercise | 8,600,000 | ||||||||||||||||||
Common Stock | August Financing | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Warrants exercise price | $ 0.34 | ||||||||||||||||||
Shares issued | 21,800,000 | ||||||||||||||||||
Incremental change in fair value of warrants | $ 1,500,000 | ||||||||||||||||||
Share Price | $ 0.32 | ||||||||||||||||||
Amount from offering of newly registered common stock | $ 7,000,000 | ||||||||||||||||||
Number of warrants exercisable | 5,300,000 | ||||||||||||||||||
Common Stock | October Financing [Member] | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Warrants exercise price | $ 2 | ||||||||||||||||||
Shares issued | 12,200,000 | ||||||||||||||||||
Warrants exercise period | 12 months | ||||||||||||||||||
Additional Paid-in Capital | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Value of Warrants Exercised For Cash | $ 13,867,000 | 2,210,000 | |||||||||||||||||
Issuance Of Common Shares In Settlement Agreement | $ (12,000) | ||||||||||||||||||
Minimum | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Sale of Stock, Price Per Share | $ 0.19 | ||||||||||||||||||
Minimum | Subsequent Event | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Warrants exercise price | $ 0.175 | ||||||||||||||||||
Minimum | May Financing | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Warrants exercise price | $ 0.22 | ||||||||||||||||||
Class of Warrant or Right, Warrant Term | 1 year 6 months | ||||||||||||||||||
Share Price | $ 0.17 | ||||||||||||||||||
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 | ||||||||||||||||||
Minimum | Common Stock | August Financing | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Percentage of warrants exercisable | 20.00% | ||||||||||||||||||
Warrants exercise period | 18 years | ||||||||||||||||||
Maximum | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Sale of Stock, Price Per Share | $ 0.23 | ||||||||||||||||||
Maximum | Subsequent Event | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Warrants exercise price | $ 0.34 | ||||||||||||||||||
Maximum | May Financing | |||||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||||
Warrants exercise price | $ 0.23 | ||||||||||||||||||
Class of Warrant or Right, Warrant Term | 2 years 6 months | ||||||||||||||||||
Share Price | $ 0.225 | ||||||||||||||||||
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] | |||||||||||||||||||
Percentage of warrants exercisable | 35.00% | ||||||||||||||||||
Warrants exercise period | 30 months | ||||||||||||||||||
[1] | As of December 31, 2020, approximately 62.1 million warrants were not exercisable until January 15, 2021. Subsequent to January 15, 2021, the Company suspended 58.8 million warrants until February 28, 2021. |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Lease cost | ||
Operating lease cost | $ 940 | $ 854 |
Short-term lease cost | 44 | 131 |
Variable lease cost | 65 | 15 |
Total | 1,049 | 1,000 |
Other information | ||
Operating cash flows from operating leases | (993) | (244) |
UNITED KINGDOM | ||
Lease cost | ||
Operating lease cost | 610 | 607 |
Short-term lease cost | 44 | 50 |
Variable lease cost | 45 | |
Total | 699 | $ 657 |
Other information | ||
Operating cash flows from operating leases | $ (661) | |
Weighted-average remaining lease term - operating leases | 9 years 1 month 6 days | 10 years |
Weighted-average discount rate - operating leases | 12.00% | 12.00% |
UNITED STATES | ||
Lease cost | ||
Operating lease cost | $ 330 | $ 247 |
Short-term lease cost | 0 | 81 |
Variable lease cost | 20 | 15 |
Total | 350 | 343 |
Other information | ||
Operating cash flows from operating leases | $ (332) | $ (244) |
Weighted-average remaining lease term - operating leases | 2 months 12 days | 10 months 24 days |
Weighted-average discount rate - operating leases | 12.00% | 12.00% |
Commitments and Contingencies -
Commitments and Contingencies - maturities of our operating leases (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Mar. 04, 2019 | Jan. 01, 2019 |
Year ended December 31, 2021 | $ 728 | ||
Year ended December 31, 2022 | 644 | ||
Year ended December 31, 2023 | 644 | ||
Year ended December 31, 2024 | 644 | ||
Therafter | 8,990 | ||
Total | 11,650 | ||
Less present value discount | (6,567) | ||
Operating lease liabilities included in the Consolidated Balance Sheet at December 31, 2020 | 5,083 | $ 4,300 | |
UNITED STATES | |||
Year ended December 31, 2021 | 84 | ||
Year ended December 31, 2022 | 0 | ||
Year ended December 31, 2023 | 0 | ||
Year ended December 31, 2024 | 0 | ||
Therafter | 0 | ||
Total | 84 | ||
Less present value discount | (2) | ||
Operating lease liabilities included in the Consolidated Balance Sheet at December 31, 2020 | 82 | $ 600 | |
UNITED KINGDOM | |||
Year ended December 31, 2021 | 644 | ||
Year ended December 31, 2022 | 644 | ||
Year ended December 31, 2023 | 644 | ||
Year ended December 31, 2024 | 644 | ||
Therafter | 8,990 | ||
Total | 11,566 | ||
Less present value discount | (6,565) | ||
Operating lease liabilities included in the Consolidated Balance Sheet at December 31, 2020 | $ 5,001 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Details) | Feb. 12, 2021USD ($) | Feb. 12, 2021EUR (ā¬) | May 14, 2018USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 04, 2019USD ($) | Jan. 01, 2019USD ($) |
Lease, Practical Expedient, Lessor Single Lease Component [true false] | true | ||||||
Operating Lease, Liability | $ 5,083,000 | $ 4,300,000 | |||||
Lessee, Operating Lease, Term of Contract | 20 years | ||||||
Operating Lease, Right-of-Use Asset | $ 4,489,000 | $ 4,679,000 | $ 4,300,000 | ||||
Original term of the agreement | 8 months | ||||||
Extended term of the Ancillary Services agreement | 12 months | ||||||
Foreign Tax Authorities | |||||||
Approved tax settlement offer | $ 421,000 | ā¬ 351,000 | |||||
Tax settlement offer for more recent years | $ 187,000 | ā¬ 156,000 | |||||
Advent BioSerivices [Member] | |||||||
Program Initiation Payment | $ 1,000,000 | ||||||
UNITED STATES | |||||||
Operating Lease, Liability | $ 82,000 | $ 600,000 | |||||
Operating Lease, Right-of-Use Asset | $ 600,000 |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax asset | ||
Net operating loss carryforward | $ 185,308 | $ 176,140 |
Research and development credit carry forwards | 18,580 | 16,983 |
Stock based compensation and other | 22,997 | 14,565 |
Total deferred tax assets | 226,885 | 207,688 |
Valuation Allowance | (226,885) | (207,688) |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
Income Taxes - Reconcilation of
Income Taxes - Reconcilation of U.S. Federal Statutory Tax Expense (Benefit) (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | ||
Statutory federal income tax rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 1.10% | 8.90% |
Tax rate differential on foreign income | (0.00%) | (0.40%) |
Derivative gain or loss | (17.30%) | 12.20% |
Expiration of net operating losses | (1.50%) | (7.90%) |
Other permanent items and true ups | (0.10%) | (2.30%) |
R&D Credit | 0.30% | 3.00% |
Change in valuation allowance | (3.50%) | (34.50%) |
Income tax provision (benefit) | 0.00% | 0.00% |
Income Taxes - Summary of Tax P
Income Taxes - Summary of Tax Provision Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Federal | ||
Current | $ 0 | $ 0 |
Deferred | (15,539) | (5,183) |
State | ||
Current | 0 | 0 |
Deferred | (4,327) | (1,421) |
Foreign | ||
Deferred | 670 | (404) |
Change in valuation allowance | 19,196 | 7,008 |
Income tax provision (benefit) | $ 0 | $ 0 |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) | Dec. 31, 2020USD ($) |
Income Taxes [Line Items] | |
Operating Loss Carryforwards | $ 654,500,000 |
Deferred Tax Assets Tax Credit Carry Forward Unused Research And Development | 547,000,000 |
Deferred Tax Assets, Tax Credit Carryforwards, Research | 18,600,000 |
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | 30,000,000 |
Amounts accrued for penalties or interest | 0 |
UNITED KINGDOM | |
Income Taxes [Line Items] | |
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | 13,300,000 |
Germany | |
Income Taxes [Line Items] | |
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | 16,500,000 |
Netherland | |
Income Taxes [Line Items] | |
Deferred Tax Assets, Tax Credit Carryforwards, Foreign | 208,000 |
Foreign Tax Authorities | Germany | |
Income Taxes [Line Items] | |
Operating Loss Carryforwards | $ 107,500,000 |
Revision to Prior Period Fina_2
Revision to Prior Period Financial Statements -Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Construction in progress | $ 9,074 | $ 1,685 | |
Total non-current assets | 17,388 | 7,443 | |
TOTAL ASSETS | 32,899 | 10,643 | |
Accounts payable and accrued expenses to related parties and affiliates | 5,363 | 3,844 | |
Total current liabilities | 382,424 | 44,196 | |
Total liabilities | 395,847 | 55,698 | |
Accumulated deficit | (1,371,216) | (841,395) | |
Total stockholders' deficit | (362,948) | (45,055) | $ (48,131) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 32,899 | 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_3
Revision to Prior Period Financial Statements - Consolidated Statement of Operations (Detaills) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Research and development expenses | $ 33,637 | $ 14,106 |
Total operating costs and expenses | 87,896 | 30,389 |
Loss from operations | (86,605) | (27,979) |
Net loss | (529,821) | (20,812) |
Total comprehensive loss | $ (531,805) | (20,976) |
As Previously Reported | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Research and development expenses | 13,590 | |
Total operating costs and expenses | 29,873 | |
Loss from operations | (27,463) | |
Net loss | (20,296) | |
Total comprehensive loss | (20,460) | |
Adjustments | Accrual and capitalization error correction | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Research and development expenses | 516 | |
Total operating costs and expenses | 516 | |
Loss from operations | (516) | |
Net loss | (516) | |
Total comprehensive loss | $ (516) |
Revision to Prior Period Fina_4
Revision to Prior Period Financial Statements - Consolidated Statement of Cash Flows (Detaills) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (529,821) | $ (20,812) |
Related party accounts payable and accrued expenses | 431 | (3,230) |
Net cash used in operating activities | $ (32,093) | (31,859) |
Supplemental schedule of non-cash investing and financing activities: | ||
Capital expenditures included in accounts payable and accrued expenses to related parties and affiliates | 947 | |
As Previously Reported | ||
Cash Flows from Operating Activities: | ||
Net loss | (20,296) | |
Related party accounts payable and accrued expenses | (3,746) | |
Net cash used in operating activities | (31,859) | |
Accrual and capitalization error correction | Adjustments | ||
Cash Flows from Operating Activities: | ||
Net loss | (516) | |
Related party accounts payable and accrued expenses | 516 | |
Supplemental schedule of non-cash investing and financing activities: | ||
Capital expenditures included in accounts payable and accrued expenses to related parties and affiliates | $ 947 |
Subsequent Events (Details)
Subsequent Events (Details) | Nov. 01, 2021installment | Mar. 01, 2021USD ($) | Feb. 28, 2021shares | Jan. 15, 2021$ / sharesshares | Oct. 31, 2020shares | Oct. 12, 2020shares | May 28, 2019USD ($) | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Apr. 30, 2021shares | Dec. 15, 2020shares | Nov. 01, 2020shares | May 10, 2020shares | Dec. 31, 2018 |
Subsequent Event [Line Items] | |||||||||||||||
Principal amount | $ | $ 13,751,000 | $ 13,411,000 | |||||||||||||
Interest rate | 10.00% | ||||||||||||||
Repayments of Debt | $ | $ 1,200,000 | ||||||||||||||
Class of Warrant or Right, Agreed to be Suspended | 14,600,000 | 14,200,000 | |||||||||||||
Class of warrant or right,extended in suspension | 157,000,000 | ||||||||||||||
Number of warrants suspended | 274,000,000 | 183,000,000 | 29,000,000 | 81,000,000 | |||||||||||
Aggregate proceeds from exercise of warrants | $ | $ 13,915,000 | $ 2,220,000 | |||||||||||||
Number of Warrants, cashless warrants exercise | 8,631 | ||||||||||||||
Exercise price of stock options | $ / shares | $ 0.34 | ||||||||||||||
Number of Shares, Cashless exercise | 94 | ||||||||||||||
Warrants and options were previously suspended and not exercisable | 171,000,000 | ||||||||||||||
Warrants to be issued to holder | 8,500,000 | ||||||||||||||
Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Exercise period | 12 months | ||||||||||||||
Class of Warrant or Right, Agreed to be Suspended | 3,500,000 | ||||||||||||||
Number of warrants issued | 261,000 | ||||||||||||||
Class of warrant or right,extended in suspension | 262,000,000 | 256,000,000 | |||||||||||||
Number of warrants suspended | 262,000,000 | ||||||||||||||
Aggregate proceeds from exercise of warrants | $ | $ 700,000 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2 | ||||||||||||||
Stock issued on exercise of warrants | 2,600,000 | ||||||||||||||
Proceeds from exercise of stock options | $ | $ 46,000 | ||||||||||||||
Exercise price of stock options | $ / shares | $ 0.25 | ||||||||||||||
Number of Shares, Cashless exercise | 200,000 | ||||||||||||||
Amount of debt converted | $ | $ 4,600,000 | ||||||||||||||
Shares issued upon conversion | 4,500,000 | ||||||||||||||
Warrants and options were previously suspended and not exercisable | 190,000,000 | ||||||||||||||
Convertible Debt Securities [Member] | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of warrants issued | 6,200,000 | ||||||||||||||
Amount of debt converted | $ | $ 13,900,000 | ||||||||||||||
Shares issued upon conversion | 58,400,000 | ||||||||||||||
Cashless options exercise | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Number of shares issued for exercise of stock options, cashless | 3,100,000 | ||||||||||||||
Number of Shares, Cashless exercise | 3,700,000 | ||||||||||||||
Warrants Oher New Share Purchases | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Warrants and options were previously suspended and not exercisable | 96,000,000 | ||||||||||||||
Cashless Warrants Exercise | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Stock issued on exercise of warrants | 2,100,000 | ||||||||||||||
Number of Warrants, cashless warrants exercise | 2,600,000 | ||||||||||||||
Warrants through December 15, 2020 | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Warrants and options were previously suspended and not exercisable | 178,000,000 | ||||||||||||||
Minimum | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.175 | ||||||||||||||
Minimum | Cashless options exercise | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Exercise price of stock options | $ / shares | 0.25 | ||||||||||||||
Minimum | Cashless Warrants Exercise | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | 0.22 | ||||||||||||||
Maximum | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | 0.34 | ||||||||||||||
Maximum | Cashless options exercise | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Exercise price of stock options | $ / shares | 0.34 | ||||||||||||||
Maximum | Cashless Warrants Exercise | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.52 | ||||||||||||||
Note [Member] | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Principal amount | $ | $ 10,000,000 | ||||||||||||||
Interest rate | 8.00% | ||||||||||||||
Repayments of Debt | $ | $ 0 | ||||||||||||||
Number of installments for amortization | installment | 14 | ||||||||||||||
Investor [Member] | Note [Member] | Subsequent Event | |||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||
Debt instrument term | 22 months | ||||||||||||||
Original issue discount | $ | $ 1,000,000 | ||||||||||||||
Legal fees | $ | $ 5,000 |