Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 12, 2013 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'NORTHWEST BIOTHERAPEUTICS INC | ' |
Entity Central Index Key | '0001072379 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Trading Symbol | 'NWBO | ' |
Entity Common Stock, Shares Outstanding | ' | 38,507,675 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents | $2,857 | $7,346 |
Prepaid expenses and other current assets | 138 | 112 |
Cash in custody account | 4,500 | 0 |
Total current assets | 7,495 | 7,458 |
Property and equipment, net | 140 | 95 |
Other non-current assets | 0 | 17 |
Total assets | 7,635 | 7,570 |
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT | ' | ' |
Accounts payable (includes related party of $5,602 and $3,397 as of September 30, 2013 and December 31, 2012, respectively) | 10,936 | 8,165 |
Accrued expenses (includes related party of $5 and $28 as of September 30, 2013 and December 31, 2012, respectively) | 1,170 | 589 |
Convertible notes, net (includes related party of $407 and $50 as of September 30, 2013 and December 31, 2012, respectively) | 667 | 1,056 |
Notes Payable - in dispute | 934 | 934 |
Warrant liability | 3,513 | 0 |
Total current liabilities | 17,220 | 10,744 |
Non-current liabilities: | ' | ' |
Shares payable to related party | 4,722 | 0 |
Convertible notes payable, net | 0 | 1,882 |
Total non-current liabilities | 4,722 | 1,882 |
Total liabilities | 21,942 | 12,626 |
Redeemable common stock ($0.001 par value); 1,828,103 and 1,869,770 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively | 10,777 | 11,017 |
Stockholders' deficit: | ' | ' |
Preferred stock ($0.001 par value); 40,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively | 0 | 0 |
Common stock ($0.001 par value); 450,000,000 shares authorized; 36,638,961 and 24,676,058 shares issued and outstanding as of September 30, 2013 and December 31, 2012, respectively | 37 | 25 |
Additional paid-in capital | 343,065 | 303,190 |
Deficit accumulated during the development stage | -367,996 | -319,098 |
Cumulative translation adjustment | -190 | -190 |
Total stockholders' deficit | -25,084 | -16,073 |
Total liabilities, redeemable common stock and stockholders' deficit | $7,635 | $7,570 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts payable, related party (in dollars) | $5,602 | $3,397 |
Accrued expenses, related party net (in dollars) | 5 | 28 |
Convertible notes payable current related parties, net (in dollars) | $407 | $50 |
Temporary equity, par or stated value per share (in dollars per share) | $0.00 | $0.00 |
Temporary Equity, Shares Issued | 1,828,103 | 1,869,770 |
Temporary Equity, Shares Outstanding | 1,828,103 | 1,869,770 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 40,000,000 | 40,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 450,000,000 | 450,000,000 |
Common stock, shares issued | 36,638,961 | 24,676,058 |
Common stock, shares outstanding | 36,638,961 | 24,676,058 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | 210 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 |
Revenues: | ' | ' | ' | ' | ' |
Research material sales | $0 | $0 | $0 | $0 | $580 |
Contract research and development from related parties | 0 | 0 | 0 | 0 | 1,128 |
Research grants and other | 400 | 120 | 809 | 450 | 2,642 |
Total revenues | 400 | 120 | 809 | 450 | 4,350 |
Operating costs and expenses: | ' | ' | ' | ' | ' |
Cost of research material sales | 0 | 0 | 0 | 0 | 382 |
Research and development | 12,794 | 9,944 | 32,785 | 20,533 | 151,957 |
General and administration | 3,055 | 3,913 | 8,815 | 8,152 | 99,814 |
Depreciation and amortization | 3 | 5 | 9 | 10 | 2,386 |
Loss on facility sublease | 0 | 0 | 0 | 0 | 895 |
Asset impairment loss | 0 | 0 | 0 | 0 | 2,445 |
Total operating costs and expenses | 15,852 | 13,862 | 41,609 | 28,695 | 257,879 |
Loss from operations | -15,452 | -13,742 | -40,800 | -28,245 | -253,529 |
Other income (expense): | ' | ' | ' | ' | ' |
Valuation of reclassified equity instruments | 0 | 0 | 0 | 491 | 16,071 |
Inducement expense | -7,451 | 0 | -7,451 | 0 | -34,788 |
Accretion of redeemable securities | 0 | 0 | 0 | 0 | -2,042 |
Change in fair value of derivatives | 63 | 35 | 63 | 583 | 1,446 |
Gain on sale of intellectual property and property and equipment | 0 | 0 | 0 | 0 | 3,664 |
Foreign Exchange Gain or Loss | -4 | 0 | -4 | 0 | -4 |
Interest expense | -66 | -2,788 | -706 | -9,626 | -55,712 |
Interest income and other | 0 | 0 | 0 | 0 | 1,707 |
Net loss | -22,910 | -16,495 | -48,898 | -36,797 | -323,187 |
Issuance of common stock in connection with elimination of Series A and Series A-1 preferred stock preferences | 0 | 0 | 0 | 0 | -12,349 |
Warrants issued on Series A and Series A-1 preferred stock dividends | 0 | 0 | 0 | 0 | -4,664 |
Accretion of Series A preferred stock mandatory redemption obligation | 0 | 0 | 0 | 0 | -1,872 |
Series A preferred stock redemption fee | 0 | 0 | 0 | 0 | -1,700 |
Beneficial conversion feature of Series D preferred stock | 0 | 0 | 0 | 0 | -4,274 |
Net loss applicable to common stockholders | -22,910 | -16,495 | -48,898 | -36,797 | -367,996 |
Net loss per share applicable to common stockholders - basic (in dollars per share) | ($0.65) | ($1.50) | ($1.60) | ($3.59) | ' |
Weighted average shares used in computing basic loss per share (in shares) | 35,275 | 11,029 | 30,605 | 10,258 | ' |
Series A Preferred Stock [Member] | ' | ' | ' | ' | ' |
Other income (expense): | ' | ' | ' | ' | ' |
Modification of preferred stock warrants | 0 | 0 | 0 | 0 | -2,306 |
Preferred stock dividends | 0 | 0 | 0 | 0 | -334 |
Series A 1 Preferred Stock [Member] | ' | ' | ' | ' | ' |
Other income (expense): | ' | ' | ' | ' | ' |
Modification of preferred stock warrants | 0 | 0 | 0 | 0 | -16,393 |
Preferred stock dividends | $0 | $0 | $0 | $0 | ($917) |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 3 Months Ended | 9 Months Ended | 210 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 |
Net loss | ($22,910) | ($16,495) | ($48,898) | ($36,797) | ($323,187) |
Other comprehensive loss | ' | ' | ' | ' | ' |
Foreign currency translation adjustment | 0 | 0 | 0 | -40 | -190 |
Total comprehensive loss | ($22,910) | ($16,495) | ($48,898) | ($36,837) | ($323,377) |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | 210 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 |
Cash Flows from Operating Activities: | ' | ' | ' |
Net Loss | ($48,898) | ($36,797) | ($323,187) |
Reconciliation of net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation and amortization | 9 | 10 | 2,386 |
Amortization of deferred financing costs | 0 | 0 | 320 |
Amortization of debt discount and accretion on redeemable securities | 497 | 8,692 | 44,742 |
Change in fair value of derivatives | -63 | -583 | -1,446 |
Accrued interest converted to stock | 0 | 0 | 260 |
Accreted interest on convertible promissory note | 61 | 0 | 1,545 |
Stock-based compensation costs | 1,350 | 2,574 | 24,412 |
Stock and warrants issued for services | 1,625 | 1,714 | 25,579 |
Inducement expense | 7,319 | 0 | 26,837 |
Valuation of reclassified equity contracts | 0 | -491 | -16,071 |
Asset impairment loss and gain on sale of properties | 0 | 0 | -936 |
Loss on facility sublease | 0 | 0 | 895 |
Increase (decrease) in cash resulting from changes in assets and liabilities: | ' | ' | ' |
Prepaid expenses and other current assets | -26 | -92 | 572 |
Accounts payable and accrued expenses | 1,119 | 10,485 | 8,842 |
Related party accounts payable and accrued expenses | 13,791 | 0 | 41,935 |
Deposits and other non-current assets | 17 | -17 | 16 |
Accrued loss on sublease | 0 | 0 | -265 |
Deferred rent | 0 | 0 | 410 |
Net Cash used in Operating Activities | -23,199 | -14,505 | -163,153 |
Cash Flows from Investing Activities: | ' | ' | ' |
Purchase of property and equipment, net | -54 | -31 | -5,178 |
Proceeds from sale of property and equipment | 0 | 0 | 258 |
Proceeds from sale of intellectual property | 0 | 0 | 1,816 |
Proceeds from sale of marketable securities | 0 | 0 | 2,000 |
Refund of security deposit | 0 | 0 | -3 |
Cash in custody account | -4,500 | 0 | -4,500 |
Transfer of restricted cash | 0 | 0 | -1,035 |
Net Cash used in Investing Activities | -4,554 | -31 | -6,642 |
Cash Flows from Financing Activities: | ' | ' | ' |
Proceeds from issuance of redeemable securities | 0 | 0 | 5,302 |
Repayment on redeemable securities | -240 | 0 | -240 |
Proceeds from issuance of notes payable | 0 | 0 | 7,980 |
Proceeds from issuance of convertible notes payable | 0 | 13,181 | 38,414 |
Proceeds from issuance of notes payable to related parties | 1,005 | 0 | 12,255 |
Repayment of note payable to related parties | -605 | 0 | -8,655 |
Repayment of convertible promissory note | -209 | 0 | -3,471 |
Borrowing under line of credit, Northwest Hospital | 0 | 0 | 2,834 |
Repayment of line of credit, Northwest Hospital | 0 | 0 | -2,834 |
Payment on capital lease obligations | 0 | 0 | -323 |
Payments on note payable | -688 | 0 | -1,108 |
Proceeds from issuance preferred stock, net | 0 | 0 | 28,708 |
Proceeds from exercise of stock options and warrants | 0 | 0 | 228 |
Proceeds from issuance common stock and warrants, net | 24,001 | 1,482 | 97,724 |
Proceeds from sale of stock warrant | 0 | 0 | 90 |
Payment of preferred stock dividends | 0 | 0 | -1,251 |
Series A preferred stock redemption fee | 0 | 0 | -1,700 |
Deferred financing costs | 0 | 0 | -1,111 |
Net Cash provided by Financing Activities | 23,264 | 14,663 | 172,842 |
Effect of exchange rates on cash and cash equivalents | 0 | -40 | -190 |
Net increase (decrease) in cash and cash equivalents | -4,489 | 87 | 2,857 |
Cash and cash equivalents at beginning of period | 7,346 | 24 | 0 |
Cash and cash equivalent at end of period | 2,857 | 111 | 2,857 |
Supplemental disclosure of cash flow information - Cash paid during the period for interest | 0 | 0 | 1,879 |
Supplemental schedule of non-cash financing activities: | ' | ' | ' |
Equipment acquired through capital leases | 0 | ' | 285 |
Issuance of common stock in connection with elimination of Series A and Series A-1 preferred stock preferences | 0 | 0 | 12,349 |
Issuance of common stock in connection with conversion of notes payable | 2,335 | 7,785 | 60,601 |
Issuance of common stock in connection with conversion of accounts payable | 10,302 | 0 | 10,302 |
Shares payable to related party | 1,307 | 0 | 1,307 |
Issuance of redeemable common stock in connection with conversion of liabilities | 0 | 0 | 3,673 |
Warrants issued on Series A and Series A-1 preferred stock dividends | 0 | 0 | 4,664 |
Liability for reclassified equity contracts | 0 | 29,412 | 41,253 |
Accretion of mandatorily redeemable Series A preferred stock redemption obligation | 0 | 0 | 1,872 |
Debt discount on promissory notes | 0 | 7,885 | 27,414 |
Issuance of Series C preferred stock warrants in connection with lease agreement | 0 | 0 | 43 |
Issuance of common stock to settle accounts payable | 0 | 0 | 4 |
Liability for and issuance of common stock and warrants to Medarex | 0 | 0 | 840 |
Issuance of common stock to landlord | 0 | 0 | 35 |
Deferred compensation on issuance of stock options and restricted stock grants | 0 | 0 | 759 |
Cancellation of options and restricted stock | 0 | 0 | 849 |
Financing of prepaid insurance through note payable | 0 | 0 | 491 |
Stock subscription receivable | 0 | 0 | 480 |
Conversion of debt to accounts payable | 0 | 0 | 1,428 |
Conversion of convertible promissory notes and accrued interest to stock | 0 | 0 | 269 |
Series A Preferred Stock [Member] | ' | ' | ' |
Supplemental schedule of non-cash financing activities: | ' | ' | ' |
Modification of preferred stock warrants | 0 | 0 | 2,306 |
Series A 1 Preferred Stock [Member] | ' | ' | ' |
Supplemental schedule of non-cash financing activities: | ' | ' | ' |
Modification of preferred stock warrants | 0 | 0 | 16,393 |
Conversion of convertible promissory notes and accrued interest to stock | 0 | 0 | 7,707 |
Series D Preferred Stock [Member] | ' | ' | ' |
Supplemental schedule of non-cash financing activities: | ' | ' | ' |
Conversion of convertible promissory notes and accrued interest to stock | $0 | $0 | $5,324 |
Organization_and_Description_o
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' |
1. Organization and Description of Business | |
Northwest Biotherapeutics, Inc. and its wholly owned subsidiaries NW Bio Europe S.A.R.L and NW Bio GmBh (collectively, the “Company”, “we”, “us” and “our”) were organized to discover and develop innovative immunotherapies for cancer. | |
The Company’s platform technology, DCVax, is currently being tested for the treatment of certain types of cancers through clinical trials in the Unites States and Europe that are in various phases of approval. The Company is considered to be a development stage company and, as such, the Company’s financial statements are prepared in accordance with the Accounting Standards Codification (“ASC”) 915 “Development Stage Entities.” The Company is subject to all of the risks and uncertainties associated with development stage biotech companies. | |
Liquidity_and_Financial_Condit
Liquidity and Financial Condition | 9 Months Ended |
Sep. 30, 2013 | |
Liquidity [Abstract] | ' |
Liquidity [Text Block] | ' |
2. Liquidity and Financial Condition | |
The Company has experienced recurring losses from operations. Net cash outflows from operations were approximately $23.2 million for the nine months ended September 30, 2013. The Company had a working capital deficit of $9.7 million at September 30, 2013 (excluding redeemable common stock amounting to $10.8 million). The combined cash and non-cash net loss was $48.9 million for the nine months ended September 30, 2013. | |
Since inception of the Company, the accumulated cash deficit is $163.2 million and non-cash deficit is $204.8 million, for a combined total deficit accumulated during the development stage of $368.0 million at September 30, 2013. | |
The Company has raised capital by issuing common stock and debt securities, including issuances to related parties. As of September 30, 2013, the Company had approximately $7.5 million of current assets and had current liabilities of $17.2 million (of which approximately $5.6 million or 33% was owed to a related party vendor) and redeemable common stock of $10.8 million. The Company will need to raise additional capital in the near future to continue to fund its clinical trials and other operating activities and there can be no assurance that its efforts to seek such funding will be successful. The Company may seek funding from Toucan Capital or Toucan Partners or their affiliates, or other third parties (“Toucan”). Toucan is controlled by Ms. Linda Powers, the Company’s CEO. Such parties are under no obligation to provide the Company with any additional funds, and any such funding may be dilutive to stockholders and may contain restrictive covenants. There can be no assurance that the Company will be able to complete any such financing or that the terms of such financing will be attractive to the Company. If the Company’s capital raising efforts are unsuccessful, its inability to obtain additional cash as needed could have a material adverse effect on the Company’s financial position, results of operations and the Company’s ability to continue its existence. | |
In April 2013, the Company entered into an agreement with one healthcare-dedicated institutional investor for a registered direct placement of $10.0 million of common stock at the closing market price of $3.90 per share. The number of shares of common stock issued was 2,564,103. The Company issued to the investor warrants exercisable for 1,025,641 shares of common stock. The Company also issued to the placement agent warrants exercisable for 128,205 shares of common stock. The warrants have an exercise price of $4.29 per share and are exercisable beginning six months after closing, with a term of five years after closing. Net proceeds to the Company amounted to $9.2 million after deducting deal related costs. | |
On August 8, 2013, the Company entered into a securities purchase agreement with institutional investors for the sale of an aggregate of $15.0 million of units in a registered direct offering. Each unit consists of one share of common stock, one long-term warrant to purchase 0.25 of a share of common stock and one over-allotment warrant to purchase 0.25 of a share of common stock. The Company issued to the investors 4,477,612 shares of common stock and long-term warrants exercisable for 1,119,403 shares of common stock, with an exercise price of $4.00 per share, excisable six months after closing with a term of five years after they are first exercisable. The Company also issued to investors over-allotment warrants exercisable for 1,119,403 shares of common stock, with an exercise price of $3.35 per share and exercisable immediately with a term of one year. Net proceeds to the Company amounted to $13.8 million. | |
In order to continue with the Company’s current activities under the DCVax®-L program, the Company will have to obtain substantial amounts of further funding, as described in the Risk Factors section in the Company’s annual report on Form 10-K/A for the year ended December 31, 2012. The Company’s ongoing funding requirements will depend on many factors, including the extent to which the Company realizes and draws upon various sources of non-dilutive funding. One such source of non-dilutive funding is a $5.5 million German grant awarded on May 1, 2012, by the German government through its Saxony Development Bank. The grant will provide funding on a matching basis for up to 50% of the costs incurred by the Company for the DCVax-L clinical trial and manufacturing in Germany. The Company anticipates beginning to draw upon the grant in the next several months. | |
On July 31, 2013, Cognate BioServices (“Cognate”), a related party supplier (see Note 9), agreed to convert an aggregate of $11.6 million in accounts payable into shares of common stock at a conversion price of $4.00 per share, which resulted in the issuance in August, 2013, of an aggregate of 2.9 million shares of common stock, subject to most favored nation treatment with respect to terms provided to other investors (“Conversion Transaction”). The conversion shares are subject to a lock-up period of 18 months from the date of their issuance, on market based terms. Under the lock-up, the shares cannot be sold or traded on the market. The conversions and the lock-up terms are subject to most favored nation treatment with respect to terms provided to other investors. The contracts implementing these agreements are in process. The fair value of the common stock on the date of this transaction was $10.3 million. Prior to this Conversion Transaction, Cognate had been entitled to receive 4.2 million shares of NW Bio common stock and 2.1 million warrants in exchange for the $11.6 million in payables owed to Cognate, and entitled to most favored nation treatment on its conversions; however, Cognate agreed to defer the warrants, the shares in excess of the 2.9 million shares, and the most favored nation treatment until the parties negotiated new or revised agreements to cover the expanded scope of manufacturing and related services needed for the Company’s expanded DCVax-L clinical program, DCVax-Direct clinical program and other programs. These new or revised agreements are in process. Because the warrants were not contingently issuable as of September 30, 2013, the Company recorded a $3.6 million warrant liability in accordance with the guidance contained in ASC 815-40-15-7D, "Contracts in Entity's Own Equity" whereby under that provision they do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at its fair value and adjusts the instrument to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company's statements of operations. As a result of this Conversion Transaction, the Company recorded a $7.0 million non-cash charge to inducement expense and a $0.07 million derivative valuation gain from the date of the Conversion Transaction through September 30, 2013. | |
On a going forward basis, commencing with August, 2013, and continuing throughout the lock-up period (18 months), the Company and Cognate agreed to establish a regular ongoing arrangement for payment of at least half of all invoices in common stock of the Company, and the remainder in cash, at $4.00 per share subject to a most favored nation treatment with respect to terms provided to other investors. The arrangement will continue for 18 months or until terminated by mutual agreement. The contracts implementing these agreements are in process. | |
The Company has experienced recurring operating losses, net operating cash flow deficits, and has a substantial deficit accumulated during the development stage. These conditions combined with the uncertainties of being a development stage enterprise create substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements 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 might be necessary should the Company be unable to continue as a going concern. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies [Text Block] | ' |
3. Summary of Significant Accounting Policies | |
Basis of Presentation | |
The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. | |
The accompanying unaudited condensed financial statements as of September 30, 2013 and for the three and nine months then ended have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed balance sheet as of September 30, 2013, condensed statements of comprehensive loss for the three and nine months ended September 30, 2013 and 2012 and the condensed statements of cash flows for the nine months ended September 30, 2013 and 2012 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three and nine months ended September 30, 2013 are not necessarily indicative of results to be expected for the year ending December 31, 2013 or for any future interim period. The condensed balance sheet at December 31, 2012 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2012, and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on April 8, 2013. | |
Use of Estimates | |
In preparing financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include valuing equity securities in share-based payments, estimating fair value of equity instruments recorded as derivative liabilities, estimating the useful lives of depreciable assets and whether impairment charges may apply. | |
Research and Development Costs | |
Research and development costs are charged to operations as incurred and consist primarily of consulting costs, related party contract research and development costs, and compensation costs. For the three and nine months ended September 30, 2013 and for the period from March 18, 1996 (inception) through September 30, 2013, the Company recognized $12.8 million, $32.8 million and $152.0 million, respectively, of research and development costs (cash and non-cash combined). For the three and nine months ended September 30, 2012, the Company recognized $9.9 million and $20.5 million, respectively, of research and development costs. | |
Fair Value – Definition and Hierarchy | |
In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction in the principal or most advantageous market between market participants at the measurement date. | |
In determining fair value, the Company uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The valuation techniques are consistent with the market, cost or income approaches to measuring fair value. If more than one valuation technique is used to measure fair value, the results are evaluated considering the reasonableness of the range of values indicated by those results. The fair value hierarchy is categorized into three levels based on the inputs as follows: | |
Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. | |
Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. | |
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | |
The availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement. | |
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy. | |
The Company considers transfers between the levels within the fair value hierarchy when circumstances surrounding the fair value for a particular security conform to a different level of the fair value hierarchy than as previously reported. Whenever circumstances occur, whereby there is a transfer within the fair value hierarchy, the Company considers the date the event or change in circumstances occurred which caused the transfer. | |
Warrant Liability | |
The Company accounts for the 2,116,064 common stock warrants granted in connection with the Conversion Transaction in accordance with the guidance contained in ASC 815-40-15-7D, "Contracts in Entity's Own Equity" whereby under that provision they do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at its fair value and adjusts the instrument to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company's statements of operations. The fair value of the warrants issued by the Company in connection the Conversion Transaction has been estimated using a Monte Carlo simulation. | |
Subsequent Events | |
The Company follows the provisions of ASC Topic 855-10, “Subsequent Events,” relating to subsequent events. This guidance establishes principles and requirements for subsequent events. This guidance defines the period after the balance sheet date during which events or transactions that may occur would be required to be disclosed in a company’s financial statements. The Company has evaluated subsequent events up to the date of issuance of this report. | |
Cash_in_Custody_Account
Cash in Custody Account | 9 Months Ended |
Sep. 30, 2013 | |
Cash and Cash Equivalents [Abstract] | ' |
Cash In Custody Account Disclosure [Text Block] | ' |
4. Cash in Custody Account | |
In September, 2013, the Company and Cognate jointly considered acquiring certain intellectual property that involved biologics and did not involve dendritic cells. The Company and Cognate established a custodial account to hold funds for the potential acquisition while they pursued further information and analyses. The Company provided $4.5 million for the account (under which it is free to withdraw its funds at any time before completing the acquisition, in its sole discretion). Cognate provided nearly $2 million for the account, and also incurred nearly $1 million of due diligence costs, legal and consulting fees, and other expenses relating to the potential acquisition. As of September 30, 2013, the parties were still analyzing the information about the intellectual property and the costs involved both currently and going forward, and the Company had not yet decided whether it would ultimately proceed with participation in the acquisition. Thereafter, in October, 2013, based upon the further information and analyses obtained relating to the scope and condition of the assets, and the amount of additional funding, development work and time that will be required to develop the assets, as well as the current funding needs of the Company’s existing DCVax programs, the Company decided not to proceed with participation in the acquisition. Instead, the Company used its funds to pay payables (including $4.5 million of the payables owed to Cognate) relating to its existing DCVax programs. Cognate decided to continue proceeding. All costs and expenses were borne by Cognate and the Company did not incur any costs. | |
Stockbased_Compensation
Stock-based Compensation | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | ' | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | ||||||||||||||||
5. Stock-based Compensation | |||||||||||||||||
Compensation expense for all stock-based awards is measured on the grant date based on the fair value of the award and is recognized as an expense, on a straight-line basis, over the employee's requisite service period (generally the vesting period of the equity award). The fair value of each option award is estimated on the grant date using a Black-Scholes option valuation model. Stock-based compensation expense is recognized only for those awards that are expected to vest using an estimated forfeiture rate. The Company estimates pre-vesting option forfeitures at the time of grant and reflects the impact of estimated pre-vesting option forfeitures in compensation expense recognized. For options and warrants issued to non-employees, the Company recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit. | |||||||||||||||||
Stock-based compensation expense was as follows for the three and nine months ended September 30, 2013 and 2012 (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Research and development | $ | 53 | $ | 91 | $ | 203 | $ | 380 | |||||||||
General and administration | 78 | 586 | 1,147 | 2,194 | |||||||||||||
Total stock-based compensation expense | $ | 131 | $ | 677 | $ | 1,350 | $ | 2,574 | |||||||||
Stock Option Plans | |||||||||||||||||
The Company’s stock option plans are administered by the Board of Directors, which determines the terms and conditions of the options granted, including exercise price, number of options granted and vesting period of such options. | |||||||||||||||||
Stock Option Activity | |||||||||||||||||
A summary of stock option activity for the nine months ended September 30, 2013 is as follows (shares in thousands): | |||||||||||||||||
Number of | Weighted | Weighted | Average | Average Intrinsic | |||||||||||||
Options | Average Exercise | Average Grant | Remaining | Value | |||||||||||||
Price | Date Fair Value | Contractual Life | |||||||||||||||
Outstanding at December 31, 2012 | 1,551 | $ | 10.56 | $ | 10.56 | 6.6 | $ | - | |||||||||
Granted | - | - | - | - | - | ||||||||||||
Expired | - | - | - | - | - | ||||||||||||
Forfeited | - | - | - | - | - | ||||||||||||
Outstanding at September 30, 2013 | 1,551 | $ | 10.56 | $ | 10.56 | 5.6 | $ | - | |||||||||
Exercisable as of September 30, 2013 | 1,146 | 7.27 | |||||||||||||||
Additional information regarding stock options outstanding and exercisable at September 30, 2013 is as follows (in thousands, except option price and weighted average exercise price): | |||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||
Range of Exercise Prices | Number | Weighted | Weighted | Number | Weighted | ||||||||||||
Outstanding | Average | Average Exercise | Exercisable | Average Exercise | |||||||||||||
Remaining | Price | Price | |||||||||||||||
Contractual Life | |||||||||||||||||
(Years) | |||||||||||||||||
$ | 8.80 - 9.60 | 105 | 5.89 | $ | 8.8 | 60 | $ | 8.96 | |||||||||
$ | 9.76 - 33.60 | 1,446 | 7.75 | 10.72 | 1,086 | 10.72 | |||||||||||
Total | 1,551 | 7.27 | $ | 10.56 | 1,146 | $ | 10.72 | ||||||||||
Options granted under the plans are generally priced at or above the estimated fair market value of the Company’s common stock on the date of grant and generally vest between four and nine years. Compensation expense, if any, is charged over the period of vesting. All options, if not previously exercised or canceled, expire ten years from the date of grant, or the expiration date specified in the individual option agreement, if earlier. | |||||||||||||||||
The Company granted no options during the nine months ended September 30, 2013. | |||||||||||||||||
There were no exercises of options during the nine months ended September 30, 2013. The Company’s policy, in the event of exercise, is to issue new shares to fulfill the requirements for options that are exercised. | |||||||||||||||||
The aggregate fair value of options vested during the nine months ended September 30, 2013 and September 30, 2012 was $1.4 million and $2.6 million, respectively. | |||||||||||||||||
As of September 30, 2013 the total unrecognized compensation expense related to unvested stock option awards was $0.3 million which is expected to be recognized over a weighted average term of approximately 1.3 years. | |||||||||||||||||
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||
Fair Value Disclosures [Text Block] | ' | |||||||||||||
6. Fair Value Measurements | ||||||||||||||
The Company’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy as described in the Company’s significant accounting policies in Note 3. | ||||||||||||||
The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||||||||
Fair value measured at September 30, 2013 | ||||||||||||||
Total carrying | Quoted prices in active | Significant other | Significant | |||||||||||
value at September | markets | observable inputs | unobservable inputs | |||||||||||
30, | ||||||||||||||
2013 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Warrant liability | $ | 3,513 | $ | - | $ | - | $ | 3,513 | ||||||
Fair value measured at December 31, 2012 | ||||||||||||||
Total carrying | Quoted prices in active | Significant other | Significant | |||||||||||
value at December 31, | markets | observable inputs | unobservable inputs | |||||||||||
2012 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Warrant liability | $ | - | $ | - | $ | - | $ | - | ||||||
There were no transfers between Level 1, 2 or 3 during the nine months ended September 30, 2013. | ||||||||||||||
The following table presents additional information about Level 3 assets and liabilities measured at fair value. Both observable and unobservable inputs may be used to determine the fair value of positions that the Company has classified within the Level 3 category. As a result, the unrealized gains and losses for assets and liabilities within the Level 3 category may 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. | ||||||||||||||
Changes in Level 3 liabilities measured at fair value for the period ended June 30, 2013 and at December 31, 2012 were as follows (dollars in thousands): | ||||||||||||||
Balance – December 31, 2012 | - | |||||||||||||
2,116,064 warrant issued on July 31, 2013 | 3,576 | |||||||||||||
Change in fair value of warrant liability from July 31, 2013 to September 30, 2013 | -63 | |||||||||||||
Balance – September 30, 2013 | 3,513 | |||||||||||||
A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of September 30, 2013 and December 31, 2012 is as follows: | ||||||||||||||
Date of Valuation | July 31, 2013 | September 30, 2013 | ||||||||||||
Stock Price | $ | 1.69 | $ | 1.66 | ||||||||||
Volatility (Annual) | 80.26 | % | 81.94 | % | ||||||||||
Number of assumed financings | 3 | 3 | ||||||||||||
Number of reset warrants | 2,116,064 | 2,116,064 | ||||||||||||
Total warrants outstanding | 15,242,717 | 17,554,348 | ||||||||||||
Total shares outstanding | 30,795,614 | 38,467,064 | ||||||||||||
Strike Price | $ | 4 | $ | 4 | ||||||||||
Risk-free Rate | 1.39 | % | 1.4 | % | ||||||||||
Maturity Date | 31-Jul-18 | 31-Jul-18 | ||||||||||||
Expected Life | 5 years | 5 years | ||||||||||||
Notes_Payable
Notes Payable | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt Disclosure [Text Block] | ' | |||||||
7. Notes Payable | ||||||||
The Company issues notes from which the proceeds were used to finance operations. The notes contain conversion features and were issued with warrants to purchase common stock. For convertible notes, the Company allocates the proceeds received between convertible notes payable and warrants on a relative fair value basis or the residual method, whichever is applicable. The resulting discount for the warrants is amortized using the effective interest method over the life of the debt instrument. After allocating a portion of the proceeds to the warrants, the effective conversion price of the convertible note payable can be determined. If the effective conversion price is lower than the market price of the Company's common stock on the date of issuance, a beneficial conversion feature is recorded as an additional discount to the convertible notes payable. The beneficial conversion feature discount is also amortized using the effective interest method over the life of the debt instrument. The amortization is recorded as interest expense on the condensed consolidated statements of operations. During the nine months ended September 30, 2013 and September 30, 2012, the Company received proceeds from the issuance of notes of $1.0 million and $13.2 million, respectively. The notes are payable on various dates through May 2015 and have interest rates between 0% and 12%. During the nine months ended September 30, 2013 and September 30, 2012, the Company recorded a debt discount related to the beneficial conversion feature for convertible notes and detachable warrants of $0 million and $0.5 million, respectively. | ||||||||
During the nine months ended September 30, 2013, the Company converted notes and accounts payable of $13.9 million into approximately 3.96 million shares of common stock. During the nine months ended September 30, 2012, $7.8 million of notes were converted into 2.0 million shares of common stock. | ||||||||
During the nine months ended September 30, 2013, the Company repaid $1.5 million of notes payable. | ||||||||
Notes payable consist of the following at September 30, 2013 and December 31, 2012 (in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Notes payable - current | ||||||||
12% unsecured originally due July 2011 - in dispute (1) | $ | 934 | $ | 934 | ||||
934 | 934 | |||||||
Convertible notes payable, net - current | ||||||||
6% unsecured (2) | 160 | 435 | ||||||
8% unsecured due April 2013 (3) | 100 | 71 | ||||||
10% unsecured convertible note originally due November 2012 (net of discount of $0 in 2013 and $4 in 2012) | - | 500 | ||||||
260 | 1,006 | |||||||
Convertible Notes payable related party, net - current | ||||||||
6% due on demand (4) | 50 | 50 | ||||||
8% unsecured note due 2014, net of discount of $31 in 2013 and $0 in 2012 | 357 | - | ||||||
407 | 50 | |||||||
Long term convertible notes, net | ||||||||
0% unsecured | - | 53 | ||||||
4% unsecured due September 2014 (net of discount of $0 in 2013 and $415 in 2012) | - | 419 | ||||||
8% unsecured due 2014 (net of discount of $620 in 2013 and $114 in 2012) | - | 1,410 | ||||||
- | 1,882 | |||||||
Total notes payable, net | $ | 1,601 | $ | 3,872 | ||||
(1) This $0.934 million note, which was originally due in July 2011 is currently under dispute with the creditor as to the validity of the note payable balance, which the Company believes has already been paid in full and is not outstanding. | ||||||||
(2) This $0.160 million consists of three separate 6% notes in the amounts of $0.110 million, $0.025 million and $0.025 million. In regard to the $0.110 million note, the Company has made ongoing attempts to locate the creditor to repay or convert this note, but has been unable to locate them to date. In regard to each of the two $0.025 million notes, the respective holder has elected to convert the note 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. | ||||||||
(3) In regard to this $0.100 million note, the holder elected to convert it in full into equity, and the Company has issued the shares to the holder, but the holder has not yet surrendered the note for cancellation. Until the note is surrendered and cancelled, the Company is continuing to reflect this note as outstanding. | ||||||||
(4) This $0.050 million demand note is held by an officer of the Company. The holder has made no demand for payment, and is not expected to make a demand any time in the near term. | ||||||||
Net_Loss_per_Share_Applicable_
Net Loss per Share Applicable to Common Stockholders | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Earnings Per Share [Abstract] | ' | |||||
Earnings Per Share [Text Block] | ' | |||||
8. Net Loss per Share Applicable to Common Stockholders | ||||||
Options, warrants, and convertible debt outstanding were all considered anti-dilutive for the nine months ended September 30, 2013, and 2012, due to net losses. | ||||||
The following securities were not included in the diluted net income (loss) per share calculation because their effect was anti-dilutive as of the periods presented (in thousands): | ||||||
Nine months ended | ||||||
September 30, | ||||||
2013 | 2012 | |||||
Common stock options | 1,551 | 1,574 | ||||
Common stock warrants | 17,554 | 5,437 | ||||
Convertible notes | 127 | 2,627 | ||||
Excluded potentially dilutive securities | 19,232 | 9,638 | ||||
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
9. Related Party Transactions | |
a. Cognate BioServices | |
In April, 2011, the Company entered into a new service agreement with Cognate Bioservices, Inc. (“Cognate”), a contract manufacturing and services organization in which Toucan Capital is a substantial shareholder. In addition, two of the principals of Toucan Capital are members of Cognate’s board of directors and Linda Powers who is a director of Cognate and managing director of Toucan Capital is Chairperson of the Company’s Board of Directors and Chief Executive Officer of the Company. This agreement replaced the agreement dated May 17, 2007 between the Company and Cognate, which had expired. Under the service agreement, the Company agreed to continue to utilize Cognate’s services, for certain consulting and manufacturing services to the Company for its ongoing DCVax®-L Phase III clinical trial for GBM brain cancer. The types of services are comparable to the prior agreement, and the structure and process for payments are simplified. Under the terms of the 2011 agreement, the Company pays Cognate a monthly facility fee and a fixed fee (in lieu of cost-plus charges) for DCVax product made for each patient in the clinical trial, subject to a specified minimum number of patients per month, plus charges for certain patient and product data services if such services are requested by the Company, and charges for the processes of technology transfer to third parties, training of such parties’ personnel, drafting of standard operating Procedures (SOPs) tailored to such third parties, and collaboration to obtain regulatory approvals and certifications relating to the product and manufacturing. The current service agreement will expire on March 31, 2016. However, the Company’s DCVax-L program has greatly expanded, and for well over a year the Company has been requesting production levels for this program that are far in excess of the maximum manufacturing capacity for which the Company contracted in the 2011 agreement. In addition, during this period the Company has requested substantial development work on its DCVax-Direct product and has launched a large Phase I/II clinical trial with DCVax-Direct, which exceeds the scope previously contracted for. Accordingly, the Company plans to enter into revised or new agreements with Cognate to provide for the expanded programs and manufacturing capacity utilization. | |
During the nine months ended September 30, 2013, Cognate and third party sub-contractors carried out an intensive development program relating to the DCVax-Direct product, as requested by the Company. The program proceeded on accelerated timetables in connection with the launch of the Company’s Phase I/II clinical trial with DCVax-Direct for all solid tumor cancers. The development program included design, engineering, sourcing, production, testing, modification and validation of the manufacturing automation equipment, disposable sets to be used with the manufacturing automation equipment, manufacturing processes, product ingredients, product release assays, and other matters, as well as development of SOPs, batch production records, and other necessary materials. | |
During the three months ended September 30, 2013 the Company recognized approximately $8.6 million of research and development costs under these service agreements for that three-month period as well as certain one-time charges (including charges relating to start-up and changes in the Company’s programs). During the three months ended September 30, 2012, the Company recognized approximately $3.9 million of research and development costs related to the service agreements. For the nine months ended September 30, 2013 and 2012, the Company recognized approximately $22.8 million and $9.9 million, respectively, of research and development costs related to these service agreements and certain one-time charges. As of September 30, 2013 and December 31, 2012, the Company owed Cognate (including third party sub-contract amounts) approximately $5.6 million and $1.8 million, respectively. | |
On July 31, 2013, Cognate BioServices (“Cognate”) agreed to convert an aggregate of $11.6 million in accounts payable into shares of common stock at a conversion price of $4.00 per share, which resulted in the issuance in August, 2013, of an aggregate of 2.9 million shares of common stock, subject to most favored nation treatment with respect to terms provided to other investors or creditors (including with respect to any warrants). The conversion shares are subject to a lock-up period of 18 months from the date of their issuance, on market based terms. Under the lock-up, the shares cannot be sold or traded on the market. The conversions and the lock-up terms are subject to most favored nation treatment with respect to terms provided to other investors. The contracts implementing these agreements are in process. The fair value of the common stock on the date of this transaction was $10.3 million. Prior to this Conversion Transaction, Cognate had been entitled to receive 4.2 million shares of NW Bio common stock and 2.1 million warrants in exchange for the $11.6 million in payables owed to Cognate, and entitled to most favored nation treatment on its conversions with respect to terms provided to other investors or creditors (including with respect to any warrants); however, Cognate agreed to defer the warrants and the most favored nation treatment until the parties negotiated new or revised agreements to cover the expanded scope of manufacturing and related services needed for the Company’s expanded DCVax-L clinical program, DCVax-Direct clinical program and other programs. These new or revised agreements are in process. Because the 2.1 million warrants and 1.3 million common shares were not contingently issuable as of September 30, 2013, the Company recorded a shares payable to related party liability of $4.7 million and a $3.6 million warrant liability in accordance with the guidance contained in ASC 815-40-15-7D, "Contracts in Entity's Own Equity" whereby under that provision they do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at its fair value and adjusts the instrument to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company's statements of operations. As a result of this Conversion Transaction, the Company recorded a $7.0 million non-cash charge to inducement expense and a $0.07 million derivative valuation gain from the date of the Conversion Transaction through September 30, 2013. | |
On a going forward basis, commencing with August, 2013, and continuing throughout the lock-up period (18 months), the Company and Cognate agreed to establish a regular ongoing arrangement for payment of at least half of all invoices in common stock of the Company, and the remainder in cash, at $4.00 per share subject to a most favored nation treatment with respect to terms provided to other investors or creditors (including with respect to any warrants). The arrangement will continue for 18 months or until terminated by mutual agreement. The contracts implementing these agreements are in process. | |
Due to the large expansion of the Company’s Phase III trial with DCVax-L for brain cancer, and initiation of the trial in Europe, as well as initiation of the Company’s DCVax-Direct program, and certain advanced product development work, additional services that are required for logistics, distribution and tracking, and other pending programs, the Company and Cognate are in the process of substantially expanding their agreements. The agreements in process will cover manufacturing and related services for the DCVax-L program, the DCVax-Direct program, ancillary services and substantial manufacturing capacity expansion. The agreements will involve substantial upfront payments and will be subject to the parties’ July 31, 2013 agreement for payment of at least half of all invoices in common stock of the Company, and the remainder in cash, at $4.00 per share for an initial period in parallel with the lock-up period under the Conversion Transaction subject to a most favored nation treatment with respect to terms provided to other investors or creditors (including with respect to any warrants). The agreements may cover commercial as well as clinical activities, and will only be terminable early by either party for uncured material breach by the other party. | |
In July 2013, the Company received a short-term loan of $0.6 million from Cognate. The short-term loan was paid-in-full during the third quarter of 2013. | |
b. Toucan Capital and Toucan Partners | |
In March 2013, the Company received a short-term loan of $0.2 million from Toucan. The short-term loan was paid-in-full during the second quarter of 2013. | |
c. Other Related Parties | |
In March 2013, the Company received a short-term loan of $0.2 million from an executive officer. The short-term loan was paid-in-full during the second quarter of 2013. | |
Stockholders_Deficit
Stockholders' Deficit | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | ||||||||||
10. Stockholders’ Deficit | |||||||||||
a. Common Stock Issuances | |||||||||||
Issuances of common stock during the three and nine months ended September 30, 2013 were as follows (shares and dollars in thousands): | |||||||||||
Purchase/ | Fair Value/ | ||||||||||
Shares | Conversion | Proceeds/ Debt | |||||||||
Issued | Price | Conversion | |||||||||
Shares issued for consulting services | 236 | $ | 3.75 | $ | 883 | ||||||
Conversion of notes payable | 359 | 2.6 | 934 | ||||||||
Total 1st Quarter 2013 | 595 | $ | 3.06 | $ | 1,817 | ||||||
Shares issued for consulting services | 179 | 3.62 | 645 | ||||||||
Shares issued for cash | 282 | 3.55 | 1,000 | ||||||||
Shares issued for cash in financing transaction | 2,564 | 3.9 | 10,000 | ||||||||
Conversion of notes payable | 402 | 2.28 | 916 | ||||||||
Cashless warrants exercise | 168 | - | - | ||||||||
Total 2nd Quarter 2013 | 3,595 | $ | 3.49 | $ | 12,561 | ||||||
Shares issued for consulting services | 14 | 6.8 | 97 | ||||||||
Shares issued in connection with extension of redeemable security redemption period | 30 | 3.43 | 103 | ||||||||
Stock redemption | -42 | -5.76 | 240 | ||||||||
Shares issued for cash in financing transaction | 4,478 | 3.35 | 15,000 | ||||||||
Conversion of accounts payable | 2,902 | 3.55 | 10,302 | ||||||||
Conversion of notes payable | 349 | 1.38 | 482 | ||||||||
Total 3rd Quarter 2013 | 7,731 | $ | 3.39 | $ | 26,225 | ||||||
Total Nine Months Ended September 30, 2013 | 11,921 | $ | 3.41 | $ | 40,603 | ||||||
During the quarter ended March 31, 2013, the Company issued approximately 0.2 million shares of common stock to existing stockholders in connection with an agreement with the stockholders and a consultant. The shares of common stock were valued at the closing price of the Company’s common stock on the date issued and amounted to approximately $0.9 million. | |||||||||||
In April 2013, the Company entered into an agreement with one healthcare-dedicated institutional investor for a registered direct placement of $10.0 million of common stock at the closing market price of $3.90 per share. The Company issued to the investor warrants exercisable for 1,025,641 shares of common stock. The warrants have an exercise price of $4.29 per share and are exercisable beginning six months after closing, with a term of five years after closing. The Company incurred offering costs amounting to $0.8 million in connection with this financing transaction. | |||||||||||
During the quarter ended June 30, 2013, the Company issued total 178,504 shares of common stock in exchange for services. The fair value of the common stock on the date of this transaction was $0.6 million. | |||||||||||
On August 8, 2013, the Company entered into a securities purchase agreement with institutional investors for the sale of an aggregate of $15.0 million of units in a registered direct offering. Each unit consists of one share of common stock, one long-term warrant to purchase 0.25 of a share of common stock and one over-allotment warrant to purchase 0.25 of a share of common stock. The Company issued to the investors 4,477,612 shares of common stock and long-term warrants exercisable for 1,119,403 shares of common stock, with an exercise price of $4.00 per share, excisable six months after closing with a term of five years after they are first exercisable. The Company also issued to the investors over-allotment warrants exercisable for 1,119,403 shares of common stock, with an exercise price of $3.35 per share and exercisable immediately with a term of one year. The Company incurred offering costs amounting to $1.2 million in connection with this financing transaction. | |||||||||||
During the quarter ended September 30, 2013, the Company issued a total of 14,326 shares of common stock in exchange for services. The fair value of the common stock on the date of this transaction was $0.1 million. | |||||||||||
During the quarter ended September 30, 2013, the Company issued a total of 30,000 shares of common stock in exchange for the extension of the redemption period of redeemable common stock. The fair value of the common stock on the date of this transaction was $0.1 million. | |||||||||||
b. Stock Purchase Warrants | |||||||||||
Through September 30, 2013, the Company has issued warrants to strategic partners, consultants and investors with exercise prices ranging from $2.40 to $51.84 and with terms generally ranging from three to five years. Each warrant is exercisable into one share of common stock. The following is a summary of warrant activity for the nine months ended September 30, 2013: | |||||||||||
Number of | Weighted Average | ||||||||||
Warrants | Exercise Price | ||||||||||
Outstanding as of December 31, 2012 | 12,086,501 | $ | 6.81 | ||||||||
January 2013, warrants issued in exchange for services | 109,035 | 6.4 | |||||||||
Expired in first quarter of 2013 | -18,125 | 15.45 | |||||||||
Outstanding as of March 31, 2013 | 12,177,411 | $ | 6.82 | ||||||||
April 2013, warrants issued in connection with registered direct offering | 1,025,641 | 4.29 | |||||||||
April 2013, warrants issued to placement agent in connection with registered direct offering | 128,205 | 4.29 | |||||||||
Exercised on a cashless basis in second quarter of 2013 | -168,354 | 5.6 | |||||||||
Expired in second quarter of 2013 | -17,500 | 12 | |||||||||
Outstanding as of June 30, 2013 | 13,145,403 | $ | 6.78 | ||||||||
July 2013, warrants issued in connection with conversion of Cognate accounts payable | 2,116,064 | 4 | |||||||||
August 2013, warrants issued in connection with registered direct offering | 2,238,806 | 4 | |||||||||
September 2013, warrants issued for extension of redeemable securities | 72,825 | 4 | |||||||||
Expired in thrid quarter of 2013 | -18,750 | 12 | |||||||||
Outstanding as of September 30, 2013 | 17,554,348 | $ | 6.07 | ||||||||
Redeemable_Common_Stock
Redeemable Common Stock | 9 Months Ended |
Sep. 30, 2013 | |
Equity [Abstract] | ' |
Redeemable Common Stock Disclosure [Text Block] | ' |
11. Redeemable Common Stock | |
In October and November 2012, the Company issued 1.9 million shares of redeemable common stock, at a purchase price of $4.80 per share to accredited investors (collectively, the “Investors”) in separate private placement transactions and as part of conversions of debt into redeemable common stock. Total cash received amounted to $5.3 million and total conversions of debt into redeemable common stock amounted to $4.6 million (out of more than $36 million of debt converted at that time). These transactions were completed pursuant to a Securities Purchase Agreement (the “Agreement”) which the Company entered into with each respective investor. The Agreements provide that such Investors can redeem the securities for cash at a premium to the original issuance ranging from 15% to 25%. The redemption provisions occurred within 9 months from the date of issuance. | |
The Company first assessed the redeemable common stock to determine if the instrument should be accounted for as a liability in accordance with ASC 480. As the put option is optionally redeemable by the holder, the common stock was not required to be accounted for as a liability. Next, the Company assessed the put option within the redeemable common stock as a potential embedded derivative pursuant to the provisions of ASC 815, Derivatives and Hedging, and concluded that the put option did not meet the net settlement criteria within the definition of a derivative. Therefore, the Company has accounted for the common stock issued pursuant to the Agreement in accordance with ASC 480-10-S99-3A, Classification and Measurement of Redeemable Securities, which provides that securities that are optionally redeemable by the holder for cash or other assets are classified outside of permanent equity in temporary equity. The 1.9 million shares of common stock issued pursuant to the Agreement were recorded as redeemable common stock at an initial carrying value of $8.9 million. The Company elected to record the common stock at its redemption value of $11.0 million, as if it were currently redeemable, immediately and accordingly recorded accretion of $2.0 million to redeemable securities expense during the twelve months ended December 31, 2012. | |
During the third quarter of 2013, the Company entered into a series of extension agreements, with a counterparty owning 520,833 redeemable shares, to extend the redemption date to October 4, 2013. In connection with these extensions, the Company issued 72,825 warrants with an exercise price of $4.00 and a 5 year term, recorded a conversion inducement expense of approximately $0.2 million, and agreed to allow sales of the existing redeemable shares on a controlled roll out basis with sale limitations, and at the end of such sales provide for a convertible note to meet a shortfall, if any. The fair value of the warrants was determined using the Black-Scholes model with the following assumptions: risk free interest rate – 1.72%, volatility – 98.04%, expected term – 5 years, expected dividends– N/A. | |
During the third quarter of 2013, the Company entered into a series of extension agreements, with a counterparty owning 366,667 redeemable shares, to extend the redemption date to November 20, 2013. In connection with this extension, the Company issued 30,000 restricted shares and recorded a conversion inducement expense of approximately $0.1 million. | |
During the fourth quarter of 2013, the Company entered into a series of extension agreements, with a counterparty owning 520,833 redeemable shares, to extend the redemption dates to February 25, 2014. In connection with these extensions, the Company issued 68,750 restricted shares and 180,000 warrants with an exercise price of $4.00 and a 5 year term. Upon the expiration of the redemption period, the Company has the option of paying cash for the balance due, if any, or entering into a 2 year convertible note for the balance. | |
As of November 13, 2013, the Company has not received effective redemption notices from any counterparties. The Company is in the process of further restructuring agreements on the redeemable shares to extend the redemption dates. | |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
12. Subsequent Events | |
During the fourth quarter of 2013, the Company entered into a series of extension agreements, with a counterparty owning 520,833 redeemable shares, to extend the redemption dates to February 25, 2014. In connection with these extensions, the Company issued 68,750 restricted shares and 180,000 warrants with an exercise price of $4.00 and a 5 year term. Upon the expiration of the redemption period, the Company has the option of paying cash for the balance due, if any, or entering into a 2 year convertible note for the balance. | |
In October 2013, the Company received a loan of $0.5 million from Cognate. The repayment terms were not finalized as of the date of this report. | |
Management’s Evaluation of Subsequent Events | |
Management evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Accounting, Policy [Policy Text Block] | ' |
Basis of Presentation | |
The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. | |
The accompanying unaudited condensed financial statements as of September 30, 2013 and for the three and nine months then ended have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed balance sheet as of September 30, 2013, condensed statements of comprehensive loss for the three and nine months ended September 30, 2013 and 2012 and the condensed statements of cash flows for the nine months ended September 30, 2013 and 2012 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three and nine months ended September 30, 2013 are not necessarily indicative of results to be expected for the year ending December 31, 2013 or for any future interim period. The condensed balance sheet at December 31, 2012 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying condensed financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2012, and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on April 8, 2013. | |
Use of Estimates, Policy [Policy Text Block] | ' |
Use of Estimates | |
In preparing financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include valuing equity securities in share-based payments, estimating fair value of equity instruments recorded as derivative liabilities, estimating the useful lives of depreciable assets and whether impairment charges may apply. | |
Research and Development Expense, Policy [Policy Text Block] | ' |
Research and Development Costs | |
Research and development costs are charged to operations as incurred and consist primarily of consulting costs, related party contract research and development costs, and compensation costs. For the three and nine months ended September 30, 2013 and for the period from March 18, 1996 (inception) through September 30, 2013, the Company recognized $12.8 million, $32.8 million and $152.0 million, respectively, of research and development costs (cash and non-cash combined). For the three and nine months ended September 30, 2012, the Company recognized $9.9 million and $20.5 million, respectively, of research and development costs. | |
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' |
Fair Value – Definition and Hierarchy | |
In accordance with U.S. GAAP, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction in the principal or most advantageous market between market participants at the measurement date. | |
In determining fair value, the Company uses various valuation approaches. In accordance with U.S. GAAP, a fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The valuation techniques are consistent with the market, cost or income approaches to measuring fair value. If more than one valuation technique is used to measure fair value, the results are evaluated considering the reasonableness of the range of values indicated by those results. The fair value hierarchy is categorized into three levels based on the inputs as follows: | |
Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not applied to Level 1 securities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment. | |
Level 2 - Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. | |
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement. | |
The availability of valuation techniques and observable inputs can vary from security to security and is affected by a wide variety of factors including, the type of security, whether the security is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Those estimated values do not necessarily represent the amounts that may be ultimately realized due to the occurrence of future circumstances that cannot be reasonably determined. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the securities existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for securities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement. | |
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, the Company’s own assumptions are set to reflect those that market participants would use in pricing the asset or liability at the measurement date. The Company uses prices and inputs that are current as of the measurement date, including periods of market dislocation. In periods of market dislocation, the observability of prices and inputs may be reduced for many securities. This condition could cause a security to be reclassified to a lower level within the fair value hierarchy. | |
The Company considers transfers between the levels within the fair value hierarchy when circumstances surrounding the fair value for a particular security conform to a different level of the fair value hierarchy than as previously reported. Whenever circumstances occur, whereby there is a transfer within the fair value hierarchy, the Company considers the date the event or change in circumstances occurred which caused the transfer. | |
Warrant Liability Policy [Policy Text Block] | ' |
Warrant Liability | |
The Company accounts for the 2,116,064 common stock warrants granted in connection with the Conversion Transaction in accordance with the guidance contained in ASC 815-40-15-7D, "Contracts in Entity's Own Equity" whereby under that provision they do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at its fair value and adjusts the instrument to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company's statements of operations. The fair value of the warrants issued by the Company in connection the Conversion Transaction has been estimated using a Monte Carlo simulation. | |
Subsequent Events, Policy [Policy Text Block] | ' |
Subsequent Events | |
The Company follows the provisions of ASC Topic 855-10, “Subsequent Events,” relating to subsequent events. This guidance establishes principles and requirements for subsequent events. This guidance defines the period after the balance sheet date during which events or transactions that may occur would be required to be disclosed in a company’s financial statements. The Company has evaluated subsequent events up to the date of issuance of this report. | |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | ' | ||||||||||||||||
Schedule Of Share Based Compensation Expense Allocations [Table Text Block] | ' | ||||||||||||||||
Stock-based compensation expense was as follows for the three and nine months ended September 30, 2013 and 2012 (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Research and development | $ | 53 | $ | 91 | $ | 203 | $ | 380 | |||||||||
General and administration | 78 | 586 | 1,147 | 2,194 | |||||||||||||
Total stock-based compensation expense | $ | 131 | $ | 677 | $ | 1,350 | $ | 2,574 | |||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||||
A summary of stock option activity for the nine months ended September 30, 2013 is as follows (shares in thousands): | |||||||||||||||||
Number of | Weighted | Weighted | Average | Average Intrinsic | |||||||||||||
Options | Average Exercise | Average Grant | Remaining | Value | |||||||||||||
Price | Date Fair Value | Contractual Life | |||||||||||||||
Outstanding at December 31, 2012 | 1,551 | $ | 10.56 | $ | 10.56 | 6.6 | $ | - | |||||||||
Granted | - | - | - | - | - | ||||||||||||
Expired | - | - | - | - | - | ||||||||||||
Forfeited | - | - | - | - | - | ||||||||||||
Outstanding at September 30, 2013 | 1,551 | $ | 10.56 | $ | 10.56 | 5.6 | $ | - | |||||||||
Exercisable as of September 30, 2013 | 1,146 | 7.27 | |||||||||||||||
Schedule Of Stock Options Outstanding And Related Prices [Table Text Block] | ' | ||||||||||||||||
Additional information regarding stock options outstanding and exercisable at September 30, 2013 is as follows (in thousands, except option price and weighted average exercise price): | |||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||
Range of Exercise Prices | Number | Weighted | Weighted | Number | Weighted | ||||||||||||
Outstanding | Average | Average Exercise | Exercisable | Average Exercise | |||||||||||||
Remaining | Price | Price | |||||||||||||||
Contractual Life | |||||||||||||||||
(Years) | |||||||||||||||||
$ | 8.80 - 9.60 | 105 | 5.89 | $ | 8.8 | 60 | $ | 8.96 | |||||||||
$ | 9.76 - 33.60 | 1,446 | 7.75 | 10.72 | 1,086 | 10.72 | |||||||||||
Total | 1,551 | 7.27 | $ | 10.56 | 1,146 | $ | 10.72 | ||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | |||||||||||||
The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of September 30, 2013 and December 31, 2012 (in thousands): | ||||||||||||||
Fair value measured at September 30, 2013 | ||||||||||||||
Total carrying | Quoted prices in active | Significant other | Significant | |||||||||||
value at September | markets | observable inputs | unobservable inputs | |||||||||||
30, | ||||||||||||||
2013 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Warrant liability | $ | 3,513 | $ | - | $ | - | $ | 3,513 | ||||||
Fair value measured at December 31, 2012 | ||||||||||||||
Total carrying | Quoted prices in active | Significant other | Significant | |||||||||||
value at December 31, | markets | observable inputs | unobservable inputs | |||||||||||
2012 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Warrant liability | $ | - | $ | - | $ | - | $ | - | ||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | ' | |||||||||||||
Changes in Level 3 liabilities measured at fair value for the period ended June 30, 2013 and at December 31, 2012 were as follows (dollars in thousands): | ||||||||||||||
Balance – December 31, 2012 | - | |||||||||||||
2,116,064 warrant issued on July 31, 2013 | 3,576 | |||||||||||||
Change in fair value of warrant liability from July 31, 2013 to September 30, 2013 | -63 | |||||||||||||
Balance – September 30, 2013 | 3,513 | |||||||||||||
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block] | ' | |||||||||||||
A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy as of September 30, 2013 and December 31, 2012 is as follows: | ||||||||||||||
Date of Valuation | July 31, 2013 | September 30, 2013 | ||||||||||||
Stock Price | $ | 1.69 | $ | 1.66 | ||||||||||
Volatility (Annual) | 80.26 | % | 81.94 | % | ||||||||||
Number of assumed financings | 3 | 3 | ||||||||||||
Number of reset warrants | 2,116,064 | 2,116,064 | ||||||||||||
Total warrants outstanding | 15,242,717 | 17,554,348 | ||||||||||||
Total shares outstanding | 30,795,614 | 38,467,064 | ||||||||||||
Strike Price | $ | 4 | $ | 4 | ||||||||||
Risk-free Rate | 1.39 | % | 1.4 | % | ||||||||||
Maturity Date | 31-Jul-18 | 31-Jul-18 | ||||||||||||
Expected Life | 5 years | 5 years | ||||||||||||
Notes_Payable_Tables
Notes Payable (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Debt [Table Text Block] | ' | |||||||
Notes payable consist of the following at September 30, 2013 and December 31, 2012 (in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Notes payable - current | ||||||||
12% unsecured originally due July 2011 - in dispute (1) | $ | 934 | $ | 934 | ||||
934 | 934 | |||||||
Convertible notes payable, net - current | ||||||||
6% unsecured (2) | 160 | 435 | ||||||
8% unsecured due April 2013 (3) | 100 | 71 | ||||||
10% unsecured convertible note originally due November 2012 (net of discount of $0 in 2013 and $4 in 2012) | - | 500 | ||||||
260 | 1,006 | |||||||
Convertible Notes payable related party, net - current | ||||||||
6% due on demand (4) | 50 | 50 | ||||||
8% unsecured note due 2014, net of discount of $31 in 2013 and $0 in 2012 | 357 | - | ||||||
407 | 50 | |||||||
Long term convertible notes, net | ||||||||
0% unsecured | - | 53 | ||||||
4% unsecured due September 2014 (net of discount of $0 in 2013 and $415 in 2012) | - | 419 | ||||||
8% unsecured due 2014 (net of discount of $620 in 2013 and $114 in 2012) | - | 1,410 | ||||||
- | 1,882 | |||||||
Total notes payable, net | $ | 1,601 | $ | 3,872 | ||||
(1) This $0.934 million note, which was originally due in July 2011 is currently under dispute with the creditor as to the validity of the note payable balance, which the Company believes has already been paid in full and is not outstanding. | ||||||||
(2) This $0.160 million consists of three separate 6% notes in the amounts of $0.110 million, $0.025 million and $0.025 million. In regard to the $0.110 million note, the Company has made ongoing attempts to locate the creditor to repay or convert this note, but has been unable to locate them to date. In regard to each of the two $0.025 million notes, the respective holder has elected to convert the note 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. | ||||||||
(3) In regard to this $0.100 million note, the holder elected to convert it in full into equity, and the Company has issued the shares to the holder, but the holder has not yet surrendered the note for cancellation. Until the note is surrendered and cancelled, the Company is continuing to reflect this note as outstanding. | ||||||||
(4) This $0.050 million demand note is held by an officer of the Company. The holder has made no demand for payment, and is not expected to make a demand any time in the near term. | ||||||||
Net_Loss_per_Share_Applicable_1
Net Loss per Share Applicable to Common Stockholders (Tables) | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Earnings Per Share [Abstract] | ' | |||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | |||||
The following securities were not included in the diluted net income (loss) per share calculation because their effect was anti-dilutive as of the periods presented (in thousands): | ||||||
Nine months ended | ||||||
September 30, | ||||||
2013 | 2012 | |||||
Common stock options | 1,551 | 1,574 | ||||
Common stock warrants | 17,554 | 5,437 | ||||
Convertible notes | 127 | 2,627 | ||||
Excluded potentially dilutive securities | 19,232 | 9,638 | ||||
Stockholders_Deficit_Tables
Stockholders' Deficit (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||
Schedule Of Issuances Of Common Stock [Table Text Block] | ' | ||||||||||
Issuances of common stock during the three and nine months ended September 30, 2013 were as follows (shares and dollars in thousands): | |||||||||||
Purchase/ | Fair Value/ | ||||||||||
Shares | Conversion | Proceeds/ Debt | |||||||||
Issued | Price | Conversion | |||||||||
Shares issued for consulting services | 236 | $ | 3.75 | $ | 883 | ||||||
Conversion of notes payable | 359 | 2.6 | 934 | ||||||||
Total 1st Quarter 2013 | 595 | $ | 3.06 | $ | 1,817 | ||||||
Shares issued for consulting services | 179 | 3.62 | 645 | ||||||||
Shares issued for cash | 282 | 3.55 | 1,000 | ||||||||
Shares issued for cash in financing transaction | 2,564 | 3.9 | 10,000 | ||||||||
Conversion of notes payable | 402 | 2.28 | 916 | ||||||||
Cashless warrants exercise | 168 | - | - | ||||||||
Total 2nd Quarter 2013 | 3,595 | $ | 3.49 | $ | 12,561 | ||||||
Shares issued for consulting services | 14 | 6.8 | 97 | ||||||||
Shares issued in connection with extension of redeemable security redemption period | 30 | 3.43 | 103 | ||||||||
Stock redemption | -42 | -5.76 | 240 | ||||||||
Shares issued for cash in financing transaction | 4,478 | 3.35 | 15,000 | ||||||||
Conversion of accounts payable | 2,902 | 3.55 | 10,302 | ||||||||
Conversion of notes payable | 349 | 1.38 | 482 | ||||||||
Total 3rd Quarter 2013 | 7,731 | $ | 3.39 | $ | 26,225 | ||||||
Total Nine Months Ended September 30, 2013 | 11,921 | $ | 3.41 | $ | 40,603 | ||||||
Schedule Of Warrant Activity [Table Text Block] | ' | ||||||||||
The following is a summary of warrant activity for the nine months ended September 30, 2013: | |||||||||||
Number of | Weighted Average | ||||||||||
Warrants | Exercise Price | ||||||||||
Outstanding as of December 31, 2012 | 12,086,501 | $ | 6.81 | ||||||||
January 2013, warrants issued in exchange for services | 109,035 | 6.4 | |||||||||
Expired in first quarter of 2013 | -18,125 | 15.45 | |||||||||
Outstanding as of March 31, 2013 | 12,177,411 | $ | 6.82 | ||||||||
April 2013, warrants issued in connection with registered direct offering | 1,025,641 | 4.29 | |||||||||
April 2013, warrants issued to placement agent in connection with registered direct offering | 128,205 | 4.29 | |||||||||
Exercised on a cashless basis in second quarter of 2013 | -168,354 | 5.6 | |||||||||
Expired in second quarter of 2013 | -17,500 | 12 | |||||||||
Outstanding as of June 30, 2013 | 13,145,403 | $ | 6.78 | ||||||||
July 2013, warrants issued in connection with conversion of Cognate accounts payable | 2,116,064 | 4 | |||||||||
August 2013, warrants issued in connection with registered direct offering | 2,238,806 | 4 | |||||||||
September 2013, warrants issued for extension of redeemable securities | 72,825 | 4 | |||||||||
Expired in thrid quarter of 2013 | -18,750 | 12 | |||||||||
Outstanding as of September 30, 2013 | 17,554,348 | $ | 6.07 | ||||||||
Liquidity_and_Financial_Condit1
Liquidity and Financial Condition (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 210 Months Ended | |||||||||
Aug. 31, 2013 | Aug. 08, 2013 | Aug. 31, 2013 | Jul. 31, 2013 | Apr. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | 1-May-12 | |
Deficit accumulated during the development stage | ' | ' | ' | ' | ' | $367,996,000 | ' | ' | ' | $367,996,000 | ' | $367,996,000 | $319,098,000 | ' |
Working Capital Deficit | ' | ' | ' | ' | ' | 9,700,000 | ' | ' | ' | 9,700,000 | ' | 9,700,000 | ' | ' |
Net Cash Provided By (Used In) Operating Activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | -23,199,000 | -14,505,000 | -163,153,000 | ' | ' |
Liabilities, Current | ' | ' | ' | ' | ' | 17,220,000 | ' | ' | ' | 17,220,000 | ' | 17,220,000 | 10,744,000 | ' |
Temporary Equity, Redemption Value | ' | ' | ' | ' | ' | 10,800,000 | ' | ' | ' | 10,800,000 | ' | 10,800,000 | 8,900,000 | ' |
Due To Related Parties | ' | ' | ' | ' | ' | 5,600,000 | ' | ' | ' | 5,600,000 | ' | 5,600,000 | ' | ' |
Government Grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,500,000 |
Proceeds From Issuance Of Private Placement | ' | 15,000,000 | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Closing Market Price (in dollars per share) | ' | $3.35 | ' | ' | $3.90 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues (in shares) | ' | ' | 4,477,612 | ' | 2,564,103 | 7,731,000 | 3,595,000 | 595,000 | ' | 11,921,000 | ' | ' | ' | ' |
Number Of Common Stock, Warrants Exercisable (in shares) | ' | 1,119,403 | 1,119,403 | ' | 1,025,641 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment Warrants, Exercise Price (in dollars per share) | ' | ' | $4 | ' | $4.29 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Proceeds From Issuance Of Warrants | ' | ' | 13,800,000 | ' | 9,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash Consideration Per Share (in dollars per share) | $4 | ' | ' | $4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,900,000 | 7,800,000 | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,960,000 | 2,000,000 | ' | ' | ' |
Development Stage Entities, Stock Issued, Value, Issued for Cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 163,200,000 | ' | ' |
Development Stage Entities, Stock Issued, Value, Issued for Noncash Consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 204,800,000 | ' | ' |
Percentage Of Due To Related Parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33.00% | ' | ' | ' | ' |
Net Loss | ' | ' | ' | ' | ' | -22,910,000 | ' | ' | -16,495,000 | -48,898,000 | -36,797,000 | -323,187,000 | ' | ' |
Assets, Current | ' | ' | ' | ' | ' | 7,495,000 | ' | ' | ' | 7,495,000 | ' | 7,495,000 | 7,458,000 | ' |
Warrants Exercisable Term | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number Of Common Stock Over Allotment Warrants Exercisable (in shares) | ' | ' | 1,119,403 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Funding | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' |
Inducement Expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,319,000 | 0 | 26,837,000 | ' | ' |
Derivative, Gain (Loss) on Derivative, Net, Total | ' | ' | ' | ' | ' | 63,000 | ' | ' | 35,000 | 63,000 | 583,000 | 1,446,000 | ' | ' |
Warrant Liability, Current | ' | ' | ' | ' | ' | 3,513,000 | ' | ' | ' | 3,513,000 | ' | 3,513,000 | 0 | ' |
Over Allotment Investment Warrants Exercise Price (in dollars per share) | ' | ' | $3.35 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number Of Common Stock, Shares, Not Contingently Issuable (in shares) | ' | ' | ' | ' | ' | 1,300,000 | ' | ' | ' | 1,300,000 | ' | 1,300,000 | ' | ' |
Number Of Warrants Not Contingently Issuable (in shares) | ' | ' | ' | ' | ' | 2,100,000 | ' | ' | ' | 2,100,000 | ' | 2,100,000 | ' | ' |
Placement Agent Warrants [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number Of Common Stock, Warrants Exercisable (in shares) | ' | ' | ' | ' | 128,205 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investor [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds From Issuance Of Private Placement | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Description Of Unit In Private Placement | ' | 'one long-term warrant to purchase 0.25 of a share of common stock and one over-allotment warrant to purchase 0.25 of a share of common stock. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cognate Bioservices [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash Consideration Per Share (in dollars per share) | ' | ' | ' | $4 | ' | ' | ' | ' | ' | $4 | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | ' | ' | ' | 11,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price (in dollars per share) | ' | ' | ' | $4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 2,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Of Common Stock | ' | ' | ' | 10,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number Of Common Stock, Shares, Issuable (in shares) | ' | ' | ' | 4,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Liability | ' | ' | ' | ' | ' | 4,700,000 | ' | ' | ' | 4,700,000 | ' | 4,700,000 | ' | ' |
Inducement Expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,000,000 | ' | ' | ' | ' |
Derivative, Gain (Loss) on Derivative, Net, Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70,000 | ' | ' | ' | ' |
Warrant Liability, Current | ' | ' | ' | ' | ' | $3,600,000 | ' | ' | ' | $3,600,000 | ' | $3,600,000 | ' | ' |
Number Of Common Stock, Shares, Not Contingently Issuable (in shares) | ' | ' | ' | ' | ' | 1,300,000 | ' | ' | ' | 1,300,000 | ' | 1,300,000 | ' | ' |
Number Of Warrants Not Contingently Issuable (in shares) | ' | ' | ' | ' | ' | 2,100,000 | ' | ' | ' | 2,100,000 | ' | 2,100,000 | ' | ' |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 210 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 |
Research and Development Expense | $12,794 | $9,944 | $32,785 | $20,533 | $151,957 |
Warrants Issued In Conversion Transaction | 2,116,064 | ' | 2,116,064 | ' | 2,116,064 |
Cash_in_Custody_Account_Detail
Cash in Custody Account (Details Textual) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | |
Cash In Custody Account | $4,500,000 | $0 |
Intellectual Property Potential Cost Related To Acquisition | 1,000,000 | ' |
Cognate Bioservices [Member] | ' | ' |
Cash In Custody Account | $2,000,000 | ' |
Stockbased_Compensation_Detail
Stock-based Compensation (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Stock- based compensation expense | $131 | $677 | $1,350 | $2,574 |
Research and development [Member] | ' | ' | ' | ' |
Stock- based compensation expense | 53 | 91 | 203 | 380 |
General and administrative [Member] | ' | ' | ' | ' |
Stock- based compensation expense | $78 | $586 | $1,147 | $2,194 |
Stockbased_Compensation_Detail1
Stock-based Compensation (Details 1) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Outstanding - Number of Options | 1,551 | 1,551 |
Option Outstanding, Weighted Average Exercise Price | $10.56 | $10.56 |
Option Outstanding - Weighted Average Remaining Contractual Life (Years) | '5 years 7 months 6 days | '6 years 7 months 6 days |
Exercisable - Number of Options | 1,146 | ' |
Option Exercisable - Weighted Average Remaining Contractual Life (Years) | '7 years 3 months 7 days | ' |
Option Exercisable - Weighted Average Exercise Price | $10.72 | ' |
Stock Option One [Member] | ' | ' |
Options Outstanding, Range Of Exercise Prices Lower Range Limit | $8.80 | ' |
Options Outstanding, Range Of Exercise Prices Upper Range Limit | $9.60 | ' |
Outstanding - Number of Options | 105 | ' |
Option Outstanding, Weighted Average Exercise Price | $8.80 | ' |
Option Outstanding - Weighted Average Remaining Contractual Life (Years) | '5 years 10 months 20 days | ' |
Exercisable - Number of Options | 60 | ' |
Option Exercisable - Weighted Average Exercise Price | $8.96 | ' |
Stock Option Two [Member] | ' | ' |
Options Outstanding, Range Of Exercise Prices Lower Range Limit | $9.76 | ' |
Options Outstanding, Range Of Exercise Prices Upper Range Limit | $33.60 | ' |
Outstanding - Number of Options | 1,446 | ' |
Option Outstanding, Weighted Average Exercise Price | $10.72 | ' |
Option Outstanding - Weighted Average Remaining Contractual Life (Years) | '7 years 9 months | ' |
Exercisable - Number of Options | 1,086 | ' |
Option Exercisable - Weighted Average Exercise Price | $10.72 | ' |
Stockbased_Compensation_Detail2
Stock-based Compensation (Details Textual) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $1.40 | $2.60 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $0.30 | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | '1 year 3 months 18 days | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Warrant Liability | $3,513 | $0 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Warrant Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Warrant Liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Warrant Liability | $3,513 | $0 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 1) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Balance - December 31, 2012 | $0 |
2,116,064 warrant issued on July 31, 2013 | 3,576 |
Change in fair value of warrant liability from July 31, 2013 to September 30, 2013 | -63 |
Balance - September 30, 2013 | $3,513 |
Fair_Value_Measurements_Detail2
Fair Value Measurements (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | |||||
Date of Valuation | ' | ' | ' | ' | '2013-07-31 | '2013-09-30 |
Stock Price | ' | ' | ' | ' | $1.69 | $1.66 |
Fair Value Assumptions Expected Volatility Rate | 98.04% | ' | ' | ' | 80.26% | 81.94% |
Number of assumed financings | ' | ' | ' | ' | 3 | 3 |
Number of reset warrants | ' | ' | ' | ' | 2,116,064 | 2,116,064 |
Total warrants outstanding | 17,554,348 | 13,145,403 | 12,177,411 | 12,086,501 | 15,242,717 | 17,554,348 |
Total shares outstanding | ' | ' | ' | ' | 30,795,614 | 38,467,064 |
Strike Price | ' | ' | ' | ' | $4 | $4 |
Fair Value Assumptions, Risk Free Interest Rate | 1.72% | ' | ' | ' | 1.39% | 1.40% |
Maturity Date | ' | ' | ' | ' | 31-Jul-18 | 31-Jul-18 |
Expected Life | '5 years | ' | ' | ' | '5 years | '5 years |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Notes payable - current | $934 | $934 | ||
Convertible notes payable, net - current | 260 | 1,006 | ||
Convertible notes payable related party, net - current | 407 | 50 | ||
Convertible notes payable, net | 0 | 1,882 | ||
Total notes payable, net | 1,601 | 3,872 | ||
Notes Payable Current, Unsecured, Issued One [Member] | ' | ' | ||
Notes payable - current | 934 | [1] | 934 | [1] |
Convertible Notes Payable Current, Unsecured, Issued One [Member] | ' | ' | ||
Convertible notes payable, net - current | 160 | [2] | 435 | [2] |
Convertible Notes Payable Current Unsecured Issued Two [Member] | ' | ' | ||
Convertible notes payable, net - current | 100 | [3] | 71 | [3] |
Convertible Notes Payable Current Unsecured Issued Three [Member] | ' | ' | ||
Convertible notes payable, net - current | 0 | 500 | ||
Convertible Notes Payable Related Parties Current Unsecured Issued One [Member] | ' | ' | ||
Convertible notes payable related party, net - current | 50 | [4] | 50 | [4] |
Convertible Notes Payable Related Parties Current Unsecured Issued Two [Member] | ' | ' | ||
Convertible notes payable related party, net - current | 357 | 0 | ||
Long Term Notes Payable Unsecured Issued One [Member] | ' | ' | ||
Convertible notes payable, net | 0 | 53 | ||
Long Term Convertible Notes Unsecured Issued One [Member] | ' | ' | ||
Convertible notes payable, net | 0 | 419 | ||
Long Term Convertible Notes Unsecured Issued Two [Member] | ' | ' | ||
Convertible notes payable, net | 0 | 1,410 | ||
Long Term Convertible Notes Unsecured Issued Three [Member] | ' | ' | ||
Convertible notes payable, net | $0 | $1,882 | ||
[1] | This $0.934 million note, which was originally due in July 2011 is currently under dispute with the creditor as to the validity of the note payable balance, which the Company believes has already been paid in full and is not outstanding. | |||
[2] | This $0.160 million consists of three separate 6% notes in the amounts of $0.110 million, $0.025 million and $0.025 million. In regard to the $0.110 million note, the Company has made ongoing attempts to locate the creditor to repay or convert this note, but has been unable to locate them to date. In regard to each of the two $0.025 million notes, the respective holder has elected to convert the note 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. | |||
[3] | In regard to this $0.100 million note, the holder elected to convert it in full into equity, and the Company has issued the shares to the holder, but the holder has not yet surrendered the note for cancellation. Until the note is surrendered and cancelled, the Company is continuing to reflect this note as outstanding. | |||
[4] | This $0.050 million demand note is held by an officer of the Company. The holder has made no demand for payment, and is not expected to make a demand any time in the near term. |
Notes_Payable_Details_Textual
Notes Payable (Details Textual) (USD $) | 9 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||||||
Share data in Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 |
Minimum [Member] | Maximum [Member] | Notes Payable Current, Unsecured, Issued One [Member] | Convertible Notes Payable Current, Unsecured, Issued One [Member] | Convertible Notes Payable Current Unsecured Issued Two [Member] | Convertible Notes Payable Current Unsecured Issued Three [Member] | Convertible Notes Payable Current Unsecured Issued Three [Member] | Convertible Notes Payable Related Parties Current Unsecured Issued One [Member] | Convertible Notes Payable Related Parties Current Unsecured Issued Two [Member] | Convertible Notes Payable Related Parties Current Unsecured Issued Two [Member] | Long Term Notes Payable Unsecured Issued One [Member] | Long Term Convertible Notes Unsecured Issued One [Member] | Long Term Convertible Notes Unsecured Issued One [Member] | Long Term Convertible Notes Unsecured Issued Two [Member] | Long Term Convertible Notes Unsecured Issued Two [Member] | Long Term Convertible Notes Unsecured Issued Three [Member] | |||
Debt Conversion, Converted Instrument, Amount | $13,900,000 | $7,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Rate | ' | ' | 0.00% | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | 31-Jul-11 | ' | 30-Apr-13 | 30-Nov-12 | ' | ' | 30-Sep-14 | ' | ' | ' | ' | ' | ' | ' |
Convertible Notes Payable Current Net Of Discount | ' | ' | ' | ' | ' | ' | ' | 0 | 4,000 | ' | 31,000 | 0 | ' | 0 | 415,000 | 620,000 | 112,000 | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | 6.00% | 8.00% | 10.00% | ' | 6.00% | 8.00% | ' | 0.00% | ' | ' | ' | ' | 8.00% |
Proceeds from issuance of convertible promissory note and warrants, net of issuance costs | 1,000,000 | 13,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Discount Convertible Beneficial Conversion Feature For Convertible Notes And Detachable Warrants | 0 | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments Of Convertible Notes Payable | $1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | 3.96 | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Terms of Conversion Feature | 'In regard to the $0.110 million note, the Company has made ongoing attempts to locate the creditor to repay or convert this note, but has been unable to locate them to date. In regard to each of the two $0.025 million notes, the respective holder has elected to convert the note into equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net_Loss_per_Share_Applicable_2
Net Loss per Share Applicable to Common Stockholders (Details) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Excluded potentially dilutive securities | 19,232 | 9,638 |
Common stock options [Member] | ' | ' |
Excluded potentially dilutive securities | 1,551 | 1,574 |
Common stock warrants [Member] | ' | ' |
Excluded potentially dilutive securities | 17,554 | 5,437 |
Convertible notes [Member] | ' | ' |
Excluded potentially dilutive securities | 127 | 2,627 |
Related_Party_Transactions_Det
Related Party Transactions (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 210 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 6 Months Ended | ||
Share data in Millions, except Per Share data, unless otherwise specified | Aug. 31, 2013 | Jul. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Jun. 30, 2013 | Aug. 31, 2013 | Jul. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 |
Toucan Capital and Toucan Partners [Member] | Cognate Bioservices [Member] | Cognate Bioservices [Member] | Cognate Bioservices [Member] | Executive Officer [Member] | |||||||||
Research and Development Arrangement, Contract to Perform for Others, Costs Incurred, Gross | ' | ' | ' | ' | $5,600,000 | ' | $1,800,000 | ' | ' | ' | ' | ' | ' |
Research and Development Expense Service Agreement | ' | ' | 8,600,000 | 3,900,000 | 22,800,000 | 9,900,000 | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | ' | ' | ' | ' | 13,900,000 | 7,800,000 | ' | ' | ' | ' | 11,600,000 | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued (in shares) | ' | ' | ' | ' | 3.96 | 2 | ' | ' | ' | 2.9 | ' | ' | ' |
Cash Consideration Per Share (in dollars per share) | $4 | $4 | ' | ' | ' | ' | ' | ' | ' | ' | $4 | $4 | ' |
Fair Value Of Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,300,000 | ' | ' |
Number Of Common Stock, Shares, Issuable (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.2 | ' | ' |
Number Of Common Stock Warrants Issuable (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.1 | ' | ' |
Number Of Warrants Not Contingently Issuable (in shares) | ' | ' | 2.1 | ' | 2.1 | ' | ' | 2.1 | ' | ' | ' | 2.1 | ' |
Number Of Common Stock, Shares, Not Contingently Issuable (in shares) | ' | ' | 1.3 | ' | 1.3 | ' | ' | 1.3 | ' | ' | ' | 1.3 | ' |
Related Party Liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,700,000 | ' |
Warrant Liability | ' | ' | 3,513,000 | ' | 3,513,000 | ' | 0 | 3,513,000 | ' | ' | ' | 3,600,000 | ' |
Inducement Expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,000,000 | ' |
Derivative, Gain (Loss) on Derivative, Net, Total | ' | ' | 63,000 | 35,000 | 63,000 | 583,000 | ' | 1,446,000 | ' | ' | ' | 70,000 | ' |
Proceeds from Short-term Debt | ' | ' | ' | ' | ' | ' | ' | ' | $200,000 | ' | ' | $600,000 | $200,000 |
Stockholders_Deficit_Details
Stockholders' Deficit (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Aug. 31, 2013 | Apr. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 |
Shares issued (in shares) | 4,477,612 | 2,564,103 | 7,731,000 | 3,595,000 | 595,000 | 11,921,000 |
Purchase/Conversion Price (in dollars per share) | ' | ' | $3.39 | $3.49 | $3.06 | $3.41 |
Fair Value/Proceeds/Debt Conversion (in dollars) | ' | ' | $26,225 | $12,561 | $1,817 | $40,603 |
Shares issued for consulting services [Member] | ' | ' | ' | ' | ' | ' |
Shares issued (in shares) | ' | ' | 14,000 | 179,000 | 236,000 | ' |
Purchase/Conversion Price (in dollars per share) | ' | ' | $6.80 | $3.62 | $3.75 | ' |
Fair Value/Proceeds/Debt Conversion (in dollars) | ' | ' | 97 | 645 | 883 | ' |
Shares issued for cash [Member] | ' | ' | ' | ' | ' | ' |
Shares issued (in shares) | ' | ' | ' | 282,000 | ' | ' |
Purchase/Conversion Price (in dollars per share) | ' | ' | ' | $3.55 | ' | ' |
Fair Value/Proceeds/Debt Conversion (in dollars) | ' | ' | ' | 1,000 | ' | ' |
Shares issued in connection with extension of redeemable security redemption period [Member] | ' | ' | ' | ' | ' | ' |
Shares issued (in shares) | ' | ' | 30,000 | ' | ' | ' |
Purchase/Conversion Price (in dollars per share) | ' | ' | $3.43 | ' | ' | ' |
Fair Value/Proceeds/Debt Conversion (in dollars) | ' | ' | 103 | ' | ' | ' |
Stock redemption [Member] | ' | ' | ' | ' | ' | ' |
Shares issued (in shares) | ' | ' | -42,000 | ' | ' | ' |
Purchase/Conversion Price (in dollars per share) | ' | ' | ($5.76) | ' | ' | ' |
Fair Value/Proceeds/Debt Conversion (in dollars) | ' | ' | 240 | ' | ' | ' |
Shares issued for cash in financing transaction [Member] | ' | ' | ' | ' | ' | ' |
Shares issued (in shares) | ' | ' | 4,478,000 | 2,564,000 | ' | ' |
Purchase/Conversion Price (in dollars per share) | ' | ' | $3.35 | $3.90 | ' | ' |
Fair Value/Proceeds/Debt Conversion (in dollars) | ' | ' | 15,000 | 10,000 | ' | ' |
Conversion of accounts payable [Member] | ' | ' | ' | ' | ' | ' |
Shares issued (in shares) | ' | ' | 2,902,000 | ' | ' | ' |
Purchase/Conversion Price (in dollars per share) | ' | ' | $3.55 | ' | ' | ' |
Fair Value/Proceeds/Debt Conversion (in dollars) | ' | ' | 10,302 | ' | ' | ' |
Conversion of notes payable [Member] | ' | ' | ' | ' | ' | ' |
Shares issued (in shares) | ' | ' | 349,000 | 402,000 | 359,000 | ' |
Purchase/Conversion Price (in dollars per share) | ' | ' | $1.38 | $2.28 | $2.60 | ' |
Fair Value/Proceeds/Debt Conversion (in dollars) | ' | ' | 482 | 916 | 934 | ' |
Cashless warrants exercise [Member] | ' | ' | ' | ' | ' | ' |
Shares issued (in shares) | ' | ' | ' | 168,000 | ' | ' |
Purchase/Conversion Price (in dollars per share) | ' | ' | ' | $0 | ' | ' |
Fair Value/Proceeds/Debt Conversion (in dollars) | ' | ' | ' | $0 | ' | ' |
Stockholders_Deficit_Details_1
Stockholders' Deficit (Details 1) (USD $) | 3 Months Ended | ||
Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | |
Number of Warrants - Outstanding | 13,145,403 | 12,177,411 | 12,086,501 |
Number of Warrants - January 2013, warrants issued in exchange for services | ' | ' | 109,035 |
Number of Warrants - April 2013, warrants issued in connection with registered direct offering | ' | 1,025,641 | ' |
Number of Warrants - Exercised on a cashless basis | ' | -168,354 | ' |
Number of Warrants - warrants issued to placement agent in connection with registered direct offering | 2,238,806 | 128,205 | ' |
Number of Warrants - July 2013, warrants issued in connection with conversion of Cognate accounts payable | 2,116,064 | ' | ' |
Number of Warrants - September 2013, warrants issued for extension of redeemable securities | 72,825 | ' | ' |
Number of Warrants - Expired | -18,750 | -17,500 | -18,125 |
Number of Warrants - Outstanding | 17,554,348 | 13,145,403 | 12,177,411 |
Weighted Average Exercise Price - Outstanding | $6.78 | $6.82 | $6.81 |
Weighted Average Exercise Price - January 2013, warrants issued in exchange for services | ' | ' | $6.40 |
Weighted Average Exercise Price - April 2013, warrants issued to placement agent in connection with registered direct offering | ' | $4.29 | ' |
Weighted Average Exercise Price - warrants issued in connection with registered direct offering | $4 | $4.29 | ' |
Weighted Average Exercise Price - Exercised on a cashless basis | ' | $5.60 | ' |
Weighted Average Exercise Price - July 2013, warrants issued in connection with conversion of Cognate accounts payable | $4 | ' | ' |
Weighted Average Exercise Price - September 2013, warrants issued for extension of redeemable securities | $4 | ' | ' |
Weighted Average Exercise Price - Expired | $12 | $12 | $15.45 |
Weighted Average Exercise Price - Outstanding | $6.07 | $6.78 | $6.82 |
Stockholders_Deficit_Details_T
Stockholders' Deficit (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Aug. 08, 2013 | Aug. 31, 2013 | Apr. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | |
Stock Issued During Period, Value, New Issues | ' | ' | ' | $26,225,000 | $12,561,000 | $1,817,000 | $40,603,000 |
Proceeds From Issuance Of Private Placement | 15,000,000 | ' | 10,000,000 | ' | ' | ' | ' |
Common Stock Closing Market Price | $3.35 | ' | $3.90 | ' | ' | ' | ' |
Number Of Common Stock, Warrants Exercisable | 1,119,403 | 1,119,403 | 1,025,641 | ' | ' | ' | ' |
Investment Warrants, Exercise Price | ' | $4 | $4.29 | ' | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services | ' | ' | ' | 14,326 | 178,504 | ' | ' |
Fair Value Of Common Stock Issued In Exchange For Services | ' | ' | ' | 100,000 | 600,000 | ' | ' |
Stock Issued During Period Shares Issued In Exchange For Redemption Period Extension | ' | ' | ' | 30,000 | ' | ' | ' |
Fair Value Of Common Stock Issued In Exchange For Redemption Period Extension | ' | ' | ' | 100,000 | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | 4,477,612 | 2,564,103 | 7,731,000 | 3,595,000 | 595,000 | 11,921,000 |
Warrants Offering Cost | ' | 1,200,000 | 800,000 | ' | ' | ' | ' |
Investor [Member] | ' | ' | ' | ' | ' | ' | ' |
Proceeds From Issuance Of Private Placement | 15,000,000 | ' | ' | ' | ' | ' | ' |
Description Of Unit In Private Placement | 'one long-term warrant to purchase 0.25 of a share of common stock and one over-allotment warrant to purchase 0.25 of a share of common stock. | ' | ' | ' | ' | ' | ' |
Stockholders and Consultant Agreement [Member] | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | ' | ' | ' | ' | ' | 200,000 | ' |
Stockholders and Consultant Agreement [Member] | Common Stock [Member] | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues | ' | ' | ' | ' | ' | ' | $900,000 |
Maximum [Member] | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | 51.84 | ' | ' | 51.84 |
Class Of Warrant Or Right Exercise Period Of Warrants Or Rights | ' | ' | ' | ' | ' | ' | '5 years |
Minimum [Member] | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | 2.4 | ' | ' | 2.4 |
Class Of Warrant Or Right Exercise Period Of Warrants Or Rights | ' | ' | ' | ' | ' | ' | '3 years |
Redeemable_Common_Stock_Detail
Redeemable Common Stock (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 210 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | |
Temporary Equity, Redemption Value | $10,800,000 | ' | $10,800,000 | ' | $8,900,000 | $10,800,000 |
Redeemable Securities Accretion Expense | ' | ' | ' | ' | 2,000,000 | ' |
Proceeds From Issuance Of Redeemable Preferred Stock | ' | ' | 0 | 0 | 5,300,000 | 5,302,000 |
Debt Converted To Redeemable Common Stock Value | ' | ' | ' | ' | 4,600,000 | ' |
Induced Conversion Of Convertible Debt Expense | 7,451,000 | 0 | 7,451,000 | 0 | ' | 34,788,000 |
Fair Value Assumptions Expected Volatility Rate | 98.04% | ' | ' | ' | ' | ' |
Fair Value Assumptions, Risk Free Interest Rate | 1.72% | ' | ' | ' | ' | ' |
Fair Value Assumptions, Expected Term | '5 years | ' | ' | ' | ' | ' |
Extension Agreement One [Member] | ' | ' | ' | ' | ' | ' |
Extension Agreement, Redeemable Shares Number (in shares) | 520,833 | ' | ' | ' | ' | ' |
Extension Agreement, Redemption Date | 4-Oct-13 | ' | ' | ' | ' | ' |
Warrants Issued In Exchange For Redemption Period Extension (in shares) | 72,825 | ' | ' | ' | ' | ' |
Exercise Price Of Warrants Issued In Exchange For Redemption Period Extension (in dollars per share) | $4 | ' | ' | ' | ' | ' |
Term Of Warrants Issued In Exchange For Redemption Period Extension | '5 years | ' | ' | ' | ' | ' |
Induced Conversion Of Convertible Debt Expense | 200,000 | ' | ' | ' | ' | ' |
Extension Agreement Two [Member] | ' | ' | ' | ' | ' | ' |
Extension Agreement, Redeemable Shares Number (in shares) | 366,667 | ' | ' | ' | ' | ' |
Extension Agreement, Redemption Date | 20-Nov-13 | ' | ' | ' | ' | ' |
Warrants Issued In Exchange For Redemption Period Extension (in shares) | 30,000 | ' | ' | ' | ' | ' |
Induced Conversion Of Convertible Debt Expense | 100,000 | ' | ' | ' | ' | ' |
Subsequent Event [Member] | Extension Agreement Three [Member] | ' | ' | ' | ' | ' | ' |
Extension Agreement, Redeemable Shares Number (in shares) | 520,833 | ' | ' | ' | ' | ' |
Extension Agreement, Redemption Date | 25-Feb-14 | ' | ' | ' | ' | ' |
Warrants Issued In Exchange For Redemption Period Extension (in shares) | 68,750 | ' | ' | ' | ' | ' |
Exercise Price Of Warrants Issued In Exchange For Redemption Period Extension (in dollars per share) | $4 | ' | ' | ' | ' | ' |
Term Of Warrants Issued In Exchange For Redemption Period Extension | '5 years | ' | ' | ' | ' | ' |
Restricted Shares Issued In Exchange For Redemption Period Extension (in shares) | 180,000 | ' | ' | ' | ' | ' |
Investor [Member] | ' | ' | ' | ' | ' | ' |
Redeemable Securities Accretion Expense | ' | ' | ' | ' | $11,000,000 | ' |
Development Stage Entities, Stock Issued, Shares, Issued for Cash (in shares) | ' | ' | ' | ' | 1,900,000 | ' |
Common Stock Shares Issue Price (in dollars per share) | ' | ' | ' | ' | $4.80 | ' |
Investor [Member] | Maximum [Member] | ' | ' | ' | ' | ' | ' |
Securities Redemption Premium Percentage | ' | ' | ' | ' | 25.00% | ' |
Investor [Member] | Minimum [Member] | ' | ' | ' | ' | ' | ' |
Securities Redemption Premium Percentage | ' | ' | ' | ' | 15.00% | ' |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) (Subsequent Event [Member], USD $) | 3 Months Ended |
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 |
Extension Agreement Three [Member] | ' |
Extension Agreement, Redeemable Shares Number (in shares) | 520,833 |
Extension Agreement, Redemption Date | 25-Feb-14 |
Warrants Issued In Exchange For Redemption Period Extension (in shares) | 68,750 |
Restricted Shares Issued In Exchange For Redemption Period Extension (in shares) | 180,000 |
Exercise Price Of Warrants Issued In Exchange For Redemption Period Extension (in dollars per share) | $4 |
Term Of Warrants Issued In Exchange For Redemption Period Extension | '5 years |
Cognate Bioservices [Member] | ' |
Proceeds from Loans | $0.50 |