Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 13, 2014 | |
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 | ' | 59,504,996 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $8,853 | $18,499 |
Prepaid expenses and other current assets | 177 | 147 |
Cash in custody account | 3,414 | 0 |
Total current assets | 12,444 | 18,646 |
Property and equipment, net | 77 | 83 |
Other non-current assets | 55 | 55 |
Total assets | 12,576 | 18,784 |
Current liabilities: | ' | ' |
Accounts payable (includes related party of $2,768 and $3,619 as of June 30, 2014 and December 31, 2013, respectively) | 9,543 | 8,937 |
Accrued expenses (includes related party of $7 and $5 as of June 30, 2014 and December 31, 2013, respectively) | 655 | 842 |
Convertible notes, net (includes related party of $50 and $50 as of June 30, 2014 and December 31, 2013, respectively) | 238 | 288 |
Notes Payable - in dispute | 934 | 934 |
Derivative liability associated with warrants | 31,078 | 8,688 |
Total current liabilities | 42,448 | 19,689 |
Redeemable common stock ($0.001 par value); 0 and 1,444,788 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively | 0 | 8,913 |
Stockholders' deficit: | ' | ' |
Preferred stock ($0.001 par value); 40,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively | 0 | 0 |
Common stock ($0.001 par value); 450,000,000 shares authorized; 58,785,299 and 45,666,315 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively | 59 | 46 |
Additional paid-in capital | 427,177 | 375,213 |
Stock subscription receivable | -125 | 0 |
Accumulated deficit | -456,793 | -384,887 |
Cumulative translation adjustment | -190 | -190 |
Total stockholders' deficit | -29,872 | -9,818 |
Total liabilities, redeemable common stock and stockholders' deficit | $12,576 | $18,784 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts payable, related party (in dollars) | $2,768 | $3,619 |
Accrued expenses, related party net (in dollars) | 7 | 5 |
Convertible notes payable current related parties, net (in dollars) | $50 | $50 |
Temporary equity, par or stated value per share (in dollars per share) | $0.00 | $0.00 |
Temporary Equity, Shares Issued | 0 | 1,444,788 |
Temporary Equity, Shares Outstanding | 0 | 1,444,788 |
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 | 58,785,299 | 45,666,315 |
Common stock, shares outstanding | 58,785,299 | 45,666,315 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenues: | ' | ' | ' | ' |
Research grants and other | $0 | $272 | $0 | $409 |
Total revenues | 0 | 272 | 0 | 409 |
Operating costs and expenses: | ' | ' | ' | ' |
Research and development | 21,549 | 8,383 | 41,535 | 19,991 |
General and administration | 3,875 | 3,290 | 7,570 | 5,760 |
Depreciation and amortization | 3 | 3 | 6 | 6 |
Total operating costs and expenses | 25,427 | 11,676 | 49,111 | 25,757 |
Loss from operations | -25,427 | -11,404 | -49,111 | -25,348 |
Other income (expense): | ' | ' | ' | ' |
Inducement expense | -5,089 | 0 | -10,340 | 0 |
Change in fair value of derivatives | 4,684 | 0 | -12,300 | 0 |
Interest expense | -33 | -190 | -155 | -640 |
Net loss | ($25,865) | ($11,594) | ($71,906) | ($25,988) |
Net loss per share applicable to common stockholders - basic and diluted (in dollars per share) | ($0.45) | ($0.40) | ($1.31) | ($0.93) |
Weighted average shares used in computing basic and diluted loss per share (in shares) | 57,442 | 29,105 | 54,923 | 28,078 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Accumulated Translation Adjustment [Member] |
In Thousands, except Share data | ||||||
Balance at Dec. 31, 2013 | ($9,818) | $46 | $375,213 | $0 | ($384,887) | ($190) |
Balance (in shares) at Dec. 31, 2013 | ' | 45,666,000 | ' | ' | ' | ' |
Issuance of common stock for cash in a private placement | 224 | 0 | 224 | 0 | 0 | 0 |
Issuance of common stock for cash in a private placement (in shares) | ' | 32,000 | ' | ' | ' | ' |
Conversion of accounts payable to common stock and warrants | 5,927 | 2 | 5,925 | 0 | 0 | 0 |
Conversion of accounts payable to common stock and warrants (in shares) | ' | 1,482,000 | ' | ' | ' | ' |
Inducement expenses associated with Conversion of accounts payable to common stock and warrants - Cognate | 2,800 | 0 | 2,800 | 0 | 0 | 0 |
Conversion of note payable and accrued interest to common stock | 217 | 0 | 217 | 0 | 0 | 0 |
Conversion of note payable and accrued interest to common stock (in shares) | ' | 70,000 | ' | ' | ' | ' |
Proceeds from warrants exercises | 2,692 | 1 | 2,691 | 0 | 0 | 0 |
Proceeds from warrants exercises (in shares) | ' | 722,000 | ' | ' | ' | ' |
Cashless warrants exercises | 0 | 0 | 0 | 0 | 0 | 0 |
Cashless warrants exercises (in shares) | ' | 41,000 | ' | ' | ' | ' |
Redemption of redeemable securities | 8,913 | 1 | 8,912 | 0 | 0 | 0 |
Redemption of redeemable securities (in shares) | ' | 1,445,000 | ' | ' | ' | ' |
Adjustment for issuance of common stock in 2012 | 0 | 0 | 0 | 0 | 0 | 0 |
Adjustment for issuance of common stock in 2012 (in shares) | ' | 20,000 | ' | ' | ' | ' |
Offering costs | -1 | 0 | -1 | 0 | 0 | 0 |
Stock based compensation subject to service conditions - Cognate | 2,460 | 5 | 2,455 | 0 | 0 | 0 |
Stock based compensation subject to service conditions - Cognate (in shares) | 5,101,366 | 5,101,000 | ' | ' | ' | ' |
Issuance of common stock in exchange for services - non-employees | 1,567 | 0 | 1,567 | 0 | 0 | 0 |
Issuance of common stock in exchange for services - non-employees (in shares) | ' | 239,000 | ' | ' | ' | ' |
Net loss | -46,041 | 0 | 0 | 0 | -46,041 | 0 |
Balance at Mar. 31, 2014 | -31,060 | 55 | 400,003 | 0 | -430,928 | -190 |
Balance (in shares) at Mar. 31, 2014 | ' | 54,818,000 | ' | ' | ' | ' |
Balance at Dec. 31, 2013 | -9,818 | 46 | ' | ' | ' | ' |
Balance (in shares) at Dec. 31, 2013 | ' | 45,666,000 | ' | ' | ' | ' |
Stock based compensation subject to service conditions - Cognate | 2,300 | ' | ' | ' | ' | ' |
Stock based compensation subject to service conditions - Cognate (in shares) | ' | 562,500 | ' | ' | ' | ' |
Net loss | -71,906 | ' | ' | ' | ' | ' |
Balance at Jun. 30, 2014 | -29,872 | 59 | ' | ' | ' | ' |
Balance (in shares) at Jun. 30, 2014 | ' | 58,785,000 | ' | ' | ' | ' |
Balance at Mar. 31, 2014 | -31,060 | 55 | 400,003 | 0 | -430,928 | -190 |
Balance (in shares) at Mar. 31, 2014 | ' | 54,818,000 | ' | ' | ' | ' |
Conversion of accounts payable to common stock and warrants | 2,909 | 1 | 2,908 | 0 | 0 | 0 |
Conversion of accounts payable to common stock and warrants (in shares) | 727,291 | 727,000 | ' | ' | ' | ' |
Inducement expenses associated with Conversion of accounts payable to common stock and warrants - Cognate | 1,525 | 0 | 1,525 | 0 | 0 | 0 |
Cashless warrants exercises | 0 | 0 | 0 | 0 | 0 | 0 |
Cashless warrants exercises (in shares) | 12,533 | 13,000 | ' | ' | ' | ' |
Offering costs | -1,104 | 0 | -1,104 | 0 | 0 | 0 |
Issuance of common stock for services - non-employees | 155 | 0 | 155 | 0 | 0 | 0 |
Issuance of common stock for services - non-employees (in shares) | ' | 25,000 | ' | ' | ' | ' |
Issuance of common stock for cash and overallotment rights | 15,000 | 2 | 14,998 | 0 | 0 | 0 |
Issuance of common stock for cash and overallotment rights (in shares) | ' | 2,273,000 | ' | ' | ' | ' |
Proceeds from the issuance of common stock and warrants in a private placement | 1,835 | 0 | 1,835 | 0 | 0 | 0 |
Proceeds from the issuance of common stock and warrants in a private placement (inshares) | ' | 259,000 | ' | ' | ' | ' |
Proceeds from the issuance of common stock and warrants - Cognate | ' | 563,000 | ' | ' | ' | ' |
Proceeds from the issuance of common stock and warrants - Cognate | 2,250 | 1 | 2,249 | 0 | 0 | 0 |
Inducement expenses associated with issuance of common stock on conversion of accounts payable - Cognate | 1,426 | 0 | 1,426 | 0 | 0 | 0 |
Subscription receivable for issuance of common stock | 0 | 0 | 125 | -125 | 0 | 0 |
Subscription receivable for issuance of common stock (in shares) | 16,200 | 16,000 | ' | ' | ' | ' |
Warrants exercised for cash | 395 | 0 | 395 | 0 | 0 | 0 |
Warrants exercised for cash (in shares) | 92,100 | 92,000 | ' | ' | ' | ' |
Non-employee restricted shares compensation | 2,662 | 0 | 2,662 | 0 | 0 | 0 |
Net loss | -25,865 | 0 | 0 | 0 | -25,865 | 0 |
Balance at Jun. 30, 2014 | ($29,872) | $59 | $427,177 | ($125) | ($456,793) | ($190) |
Balance (in shares) at Jun. 30, 2014 | ' | 58,785,000 | ' | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash Flows from Operating Activities: | ' | ' |
Net Loss | ($71,906) | ($25,988) |
Reconciliation of net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 6 | 6 |
Amortization of debt discount and accretion on redeemable securities | 0 | 482 |
Change in fair value of derivatives | 12,300 | 0 |
Accrued interest converted to common stock | 76 | 0 |
Accreted interest on convertible promissory note | 0 | 61 |
Stock-based compensation costs | 0 | 1,219 |
Non-employee stock based compensation - Cognate | 10,623 | 0 |
Stock and warrants issued for services | 1,722 | 1,528 |
Inducement expense | 10,340 | 0 |
Changes in operating assets and liabilities: | ' | ' |
Prepaid expenses and other current assets | -30 | -251 |
Accounts payable and accrued expenses | 1,385 | 1,005 |
Related party accounts payable and accrued expenses | 7,986 | 6,638 |
Deposits and other non-current assets | 0 | 17 |
Net cash used in operating activities | -27,498 | -15,283 |
Cash Flows from Investing Activities: | ' | ' |
Cash deposited in custody account | -3,414 | 0 |
Net cash used in investing activities | -3,414 | 0 |
Cash Flows from Financing Activities: | ' | ' |
Proceeds from issuance of notes payable | 0 | 400 |
Repayment of convertible promissory note | -25 | 0 |
Payments on note payable | 0 | -688 |
Proceeds from exercise of warrants | 3,087 | 0 |
Proceeds from the issuance of common stock and warrants - Cognate | 2,250 | 0 |
Proceeds from issuance common stock and warrants | 2,059 | 10,210 |
Gross proceeds from issuance common stock and overallotment rights | 15,000 | 0 |
Offering costs | -1,105 | 0 |
Net cash provided by financing activities | 21,266 | 9,922 |
Net decrease in cash and cash equivalents | -9,646 | -5,361 |
Cash and cash equivalents at beginning of period | 18,499 | 7,346 |
Cash and cash equivalents at end of period | 8,853 | 1,985 |
Supplemental schedule of non-cash financing activities: | ' | ' |
Issuance of common stock in connection with conversion of notes payable and accrued expenses | 140 | 1,850 |
Issuance of common stock and warrants in connection with conversion of accounts payable - Cognate | 8,835 | 0 |
Reclass of redeemable security to equity | $8,913 | $0 |
Organization_and_Description_o
Organization and Description of Business and Recent Developments | 6 Months Ended | ||
Jun. 30, 2014 | |||
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ' | ||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' | ||
1. Organization and Description of Business and Recent Developments | |||
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 United States and Europe that are in various phases. | |||
Recent Developments | |||
On January 17, 2014, the Company entered into the following agreements (collectively, the “Cognate Agreements” or the “Agreements”) with Cognate BioServices, Inc. (“Cognate”) for manufacturing and related services for our DCVax® products: | |||
· | a DCVax®-L Manufacturing and Services Agreement; | ||
· | a DCVax®-Direct Manufacturing and Services Agreement; | ||
· | an Ancillary Services Agreement; and | ||
· | a Manufacturing Expansion Services Agreement. | ||
Together, these Agreements provide for substantial expansion of manufacturing capacity for the Company’s programs, in multiple regions, as well as development of the necessary systems and logistics, and other near-term and long-term preparations, for large scale scale-up of the Company’s programs. These Agreements include most favored nation treatment with respect to the terms provided to any other investors or creditors (including with respect to any warrants), including share issuances upon the exercise of previously issued derivative securities. | |||
The Company also entered into a Lock-Up Agreement with Cognate on January 17, 2014, under which Cognate agreed to have all of the shares that are issued as part of the milestone and initiation payments and the invoice conversions under the Cognate Agreements (collectively, the “Lock-Up Shares”) locked up for up to 36 months, in return for 15% warrant coverage for each 6-month period of lock-up, on the same terms as the warrants in the Cognate Agreements. During the lock-up, the Lock-Up Shares may not be sold or traded on the market. These lock-up terms are subject to the same most favored nation treatment as provided in the Cognate Agreements as described above. | |||
Liquidity_and_Financial_Condit
Liquidity and Financial Condition | 6 Months Ended |
Jun. 30, 2014 | |
Liquidity [Abstract] | ' |
Liquidity [Text Block] | ' |
2. Liquidity and Financial Condition | |
During the six months ended June 30, 2014, the Company used approximately $25.2 million of cash in its operating activities including one-time expenditures relating to the clinical trials and to certain initial costs for new manufacturing capacity in Europe (net of $2.3 million in cash received from Cognate in return for common stock and warrants). The Company incurred an aggregate combined cash and non-cash loss of $71.9 million for the six months ended June 30, 2014, including $44.4 million of net cash and aggregate non-cash charges associated with stock based compensation, a mark to market charge for the change in the fair value of its derivative liability, and inducement expenses related to the exchange of Cognate BioServices, Inc. (“Cognate”) accounts payable for common stock and warrants. | |
The Company had current assets of $12.4 million as of June 30, 2014, and current assets less accounts payable and accrued expenses and notes payable of approximately $1.1 million at June 30, 2014. The accounts payable and notes payable include an aggregate of $2.8 million of trade liabilities and convertible notes owed by the Company to related parties. | |
On April 9, 2014, the Company entered into a Securities Purchase Agreement with a single institutional investor for the sale of 2,272,727 shares of common stock at a purchase price of $6.60 per share, for a total purchase price of $15.0 million. Additionally, from the date of the closing until one year after the closing date, the investor has a non-transferable Over-allotment Right to purchase up to 2,272,727 additional shares of common stock at a price per share of $7.50, for an additional subscription amount of up to $17.05 million. See Note 11. | |
Because of recurring operating losses, net operating cash flow deficits, and an accumulated deficit there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might become necessary should the Company be able to continue as a going concern. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2014 | |
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 June 30, 2014 and for the three and six 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 consolidated balance sheet as of June 30, 2014, condensed consolidated statements of operations for the three and six months ended June 30, 2014 and 2013, condensed consolidated statement of stockholders’ equity (deficit) for the six months ended June 30, 2014, and the condensed consolidated statements of cash flows for the six months ended June 30, 2014 and 2013 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 six months ended June 30, 2014 are not necessarily indicative of results to be expected for the year ending December 31, 2014 or for any future interim period. The condensed balance sheet at December 31, 2013 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, 2013, and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on April 1, 2014. | |
Recently Issued Accounting Standards | |
In June 2014, the FASB issued Accounting Standard Update No. 2014-10, Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. A public entity is required to apply the amendments for annual reporting periods beginning after December 15, 2014, and interim periods therein. An entity should apply the amendments retrospectively for all comparative periods presented. Early adoption is permitted. The Company adopted the guidance during the second quarter of 2014. Adoption of this standard did not have a material impact on the Company’s financial position, results of operations, or cash flows. | |
The Financial Accounting Standards Board (“FASB”) has issued Accounting Standards Update (“ASU”) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s condensed consolidated financial position and results of operations. | |
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 payment arrangements, estimating the fair value of equity instruments recorded as derivative liabilities, and 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 clinical trial costs for the Company’s Phase III and Phase I/II clinical trials, related party manufacturing costs, consulting costs, contract research and development costs, and compensation costs. For the three and six months ended June 30, 2014, the Company recognized aggregate cash and non-cash research and developments costs of $21.5 million and $41.5 million, respectively. For the three and six months ended June 30, 2013, the Company recognized cash and non-cash research and developments costs of $8.4 million and $20.0 million, respectively. | |
For the six months ended June 30, 2014 and June 30, 2013, the Company recorded $28.5 million and $10.7 million, respectively, of cash and non-cash expenses related to services performed by Cognate (including manufacturing for both the Phase III and Phase I/II clinical trials, ongoing product and process development, and expansion of several company programs). | |
Comprehensive Loss | |
The Company’s comprehensive loss is equal to its net loss for all periods presented. | |
Significant Accounting Policies | |
There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2013 Annual Report. | |
Fair_Value_Measurements
Fair Value Measurements | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||
Fair Value Disclosures [Text Block] | ' | ||||||||||||||||||||||||
4. Fair Value Measurements | |||||||||||||||||||||||||
The Company is required under U.S. GAAP to measure certain of its assets and liabilities at fair value based upon a fair value hierarchy that requires the Company to maximize use of observable inputs (Level 1 and 2 inputs) and minimize use of unobservable inputs (Level 3 inputs). The Company is further required to classify each asset of liability measured at fair value into Level 1, 2, or 3 based on the significance of inputs used to measure fair value of the asset or liability in its entirety. | |||||||||||||||||||||||||
a. | Derivative Liability | ||||||||||||||||||||||||
The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2014 and December 31, 2013 (in thousands): | |||||||||||||||||||||||||
Fair value measured at June 30, 2014 | |||||||||||||||||||||||||
Quoted prices in active | Significant other | Significant | |||||||||||||||||||||||
Fair value at | markets | observable inputs | unobservable inputs | ||||||||||||||||||||||
30-Jun-14 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||||||||||
Warrant liability | $ | 31,078 | $ | - | $ | - | $ | 31,078 | |||||||||||||||||
Fair value measured at December 31, 2013 | |||||||||||||||||||||||||
Quoted prices in active | Significant other | Significant | |||||||||||||||||||||||
Fair value at | markets | observable inputs | unobservable inputs | ||||||||||||||||||||||
31-Dec-13 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||||||||||
Warrant liability | $ | 8,688 | $ | - | $ | - | $ | 8,688 | |||||||||||||||||
There were no transfers between Level 1, 2 or 3 during the three and six month periods ended June 30, 2014. | |||||||||||||||||||||||||
The following table presents changes in Level 3 liabilities measured at fair value for the three and six month periods ended June 30, 2014. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs. | |||||||||||||||||||||||||
Balance – December 31, 2013 | $ | 8,688 | |||||||||||||||||||||||
3,174,835 warrants issued during 1st quarter | 7,952 | ||||||||||||||||||||||||
Change in fair value of warrant liability | 16,984 | ||||||||||||||||||||||||
Balance – March 31, 2014 | 33,624 | ||||||||||||||||||||||||
644,896 warrants issued during 2nd quarter | 2,138 | ||||||||||||||||||||||||
Change in fair value of warrant liability | -4,684 | ||||||||||||||||||||||||
Balance – June 30, 2014 | $ | 31,078 | |||||||||||||||||||||||
The Company’s warrant liabilities are measured at fair value using the Monte Carlo simulation valuation methodology. A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy for the three months ended June 30, 2014 is as follows (dollars and shares in thousands): | |||||||||||||||||||||||||
Warrants issuance date | January 6, 2014 | January 17, 2014 | January 31, 2014 | February 3, 2014 | February 28, 2014 | March 31, 2014 | Total | ||||||||||||||||||
Number of warrants issued | 139 | 2,434 | 143 | 119 | 195 | 145 | 3,175 | ||||||||||||||||||
Fair value of warrants at issuance date | $ | 308 | $ | 5,501 | $ | 383 | $ | 327 | $ | 844 | $ | 589 | $ | 7,952 | |||||||||||
Warrants issuance date | April 30, 2014 | May 30, 2014 | June 30, 2014 | Total | |||||||||||||||||||||
Number of warrants issued | 171 | 193 | 281 | 645 | |||||||||||||||||||||
Fair value of warrants at issuance date | $ | 527 | $ | 621 | $ | 990 | $ | 2,138 | |||||||||||||||||
Date of valuation | January 6, 2014 | January 17, 2014 | January 31, 2014 | February 3, 2014 | February 28, 2014 | March 31, 2014 | |||||||||||||||||||
Dividend yield (per share) | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0% | ||||||||||||||
Strike price | $ | 4 | $ | 4 | $ | 4 | $ | 4 | $ | 4 | $2.40-$6.00 | ||||||||||||||
Volatility (annual) | 92.13 | % | 93.12 | % | 96.72 | % | 91.79 | % | 105.03 | % | 74.43%-88.03% | ||||||||||||||
Risk-free rate | 1.73 | % | 1.66 | % | 1.55 | % | 1.49 | % | 1.49 | % | 1.73% | ||||||||||||||
Contractual term (years) | 5 | 5 | 5 | 5 | 5 | 4.33-4.85 | |||||||||||||||||||
Date of valuation | April 30, 2014 | May 30, 2014 | June 30, 2014 | ||||||||||||||||||||||
Dividend yield (per share) | 0 | % | 0 | % | 0% | ||||||||||||||||||||
Strike price | $ | 4 | $ | 4 | $ | 4 | |||||||||||||||||||
Volatility (annual) | 84.18 | % | 83.48 | % | 79.79%-82.90% | ||||||||||||||||||||
Risk-free rate | 1.74 | % | 1.52 | % | 1.62%-1.64% | ||||||||||||||||||||
Contractual term (years) | 5 | 5 | 5 | ||||||||||||||||||||||
The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Management. | |||||||||||||||||||||||||
Cash_in_Custody_Account
Cash in Custody Account | 6 Months Ended |
Jun. 30, 2014 | |
Cash and Cash Equivalents [Abstract] | ' |
Cash and Cash Equivalents Disclosure [Text Block] | ' |
5. Cash in Custody Account | |
During the six months ended June 30, 2014, the Company continued its efforts to obtain large new manufacturing capacity for its DCVax products in Europe. This capacity will be developed and managed by Cognate BioServices pursuant to the Manufacturing Expansion Services Agreement entered into by the Company and Cognate in January, 2014. Under that Agreement, the Company is responsible for the costs of developing and maintaining manufacturing facilities or capacity that is dedicated exclusively to production of NWBT’s DCVax products. | |
The Company found a suitable site and facility in Europe. Negotiations with the Seller for purchase of the property and facility continued for months. At the Seller’s direction, the purchase terms and transaction documents were expected to be finalized by June 30, 2014. On June 25, 2014, in preparation for the anticipated completion of the transaction, and due to the uncertain timing of international wires, the Company wired to the law firm handling the transaction $3.4 million for the payment at closing. The law firm held the $3.4 million in its client account. On June 30, 2014, in anticipation of a closing occurring that evening, the law firm sent $2.6 million to the Seller’s law firm to hold in trust, pending the closing of the purchase transaction. However, the transaction terms and documents were not finalized by June 30, 2014, and the Seller was not prepared to proceed with the transaction at that time. The funds continued to be kept in the two law firms’ trust accounts ($2.6 million in the Seller’s law firm and $0.8 million in the Purchaser’s law firm), and the Company was free to decide not to proceed and take the funds back. As of August 14, 2014, deal terms to the Company have not been finalized. | |
Stockbased_Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2014 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | ' |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' |
6. Stock-based Compensation | |
Stock Based Compensation to Non-employees | |
Stock-based compensation awards granted to non-employees are recognized over the related service period. The Company believes that the fair value of the stock-based awards is more reliably measurable than the fair value of the services received. The fair value of these awards are calculated at each reporting date. On January 17, 2014, in connection with the four Cognate Agreements, the Company issue d one-time initiation payments of 5,101,366 shares of common stock. The common stock will vest over thirty six months from the closing date. Stock-based compensation expense related to Cognate was $2.7 million and $5.1 million for the three and six months ended June 30, 2014. Approximately $2.8 million in compensation costs per calendar quarter may be recognized over the next 2.80 years based on the fair market value of stock of $6.71. | |
Notes_Payable
Notes Payable | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt Disclosure [Text Block] | ' | |||||||
7. Notes Payable | ||||||||
During the six months ended June 30, 2014, the Company converted notes and relevant accrued interest of $0.1 million into approximately 0.07 million shares of common stock. During the six months ended June 30, 2013, $0.9 million of notes were converted into 0.4 million shares of common stock. | ||||||||
Notes payable consist of the following at June 30, 2014 and December 31, 2013: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Notes payable - current | ||||||||
12% unsecured orginally due July 2011 - in dispute (1) | 934 | 934 | ||||||
934 | 934 | |||||||
Convertible notes payable, net - current | ||||||||
6% unsecured (2) | 135 | 160 | ||||||
8% unsecured note due 2014 (3) | 53 | 53 | ||||||
188 | 213 | |||||||
Convertible Notes payable related party, net - current | ||||||||
6% due on demand (4) | 50 | 75 | ||||||
50 | 75 | |||||||
Total notes payable, net | $ | 1,172 | $ | 1,222 | ||||
(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 $0.135 million note as of June 30, 2014 consists of two separate 6% notes in the amounts of $0.110 million and $0.025 million. In regards 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 the creditor to date. In regards to the $0.025 million note, the holder has elected to convert these notes into equity, the Company has delivered the applicable conversion documents to the holder, and the Company is waiting for the holder to execute and return the documents. | ||||||||
(3) This $0.530 million note was due May 25, 2014, and is currently past due. | ||||||||
(4) This $0.050 million demand note as of June 30, 2014 is held by an officer of the Company. The holder has made no demand for payment, but reserves the right to make a demand at any time. | ||||||||
Net_Loss_Per_Share_Applicable_
Net Loss Per Share Applicable to Common Stockholders | 6 Months Ended | |||||
Jun. 30, 2014 | ||||||
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 three and the six month periods ended June 30, 2014, and 2013, due to net losses. The following securities were not included in the diluted net loss per share calculation because their effect was anti-dilutive as of the periods presented (in thousands): | ||||||
For the six months ended | ||||||
June 30, | ||||||
2014 | 2013 | |||||
Common stock options | 1,551 | 1,574 | ||||
Over-allotment rights | 2,273 | - | ||||
Common stock warrants - equity treatment | 14,200 | 12,214 | ||||
Common stock warrants - liability treatment | 9,108 | - | ||||
Convertible notes | 81 | 2,709 | ||||
Excluded potentially dilutive securities | 27,213 | 16,497 | ||||
Related_Party_Transactions
Related Party Transactions | 6 Months Ended | ||
Jun. 30, 2014 | |||
Related Party Transactions [Abstract] | ' | ||
Related Party Transactions Disclosure [Text Block] | ' | ||
9. Related Party Transactions | |||
Cognate BioServices | |||
Under the January 17, 2014 DCVax®-L Manufacturing Services Agreement and the DCVax-Direct Agreement, a modified set of provisions applies going forward to any shut down or suspension. Such shut down provisions have been included in all of the agreements with Cognate since 2005. Under the modified provisions, if the Company shuts down or suspends its DCVax-L program or DCVax-Direct program with Cognate in breach of the Agreement, the Company will be liable for certain fees in addition to any other remedies. The fees are based on the stage at which the shut down or suspension occurs: | |||
• | Prior to the last dose of the last patient enrolled in the Phase III trial for DCVax®-L or after the last dose of the last patient enrolled in the Phase III clinical trial for DCVax®-L but before any submission for product approval in any jurisdiction or after the submission of any application for market authorization but prior to receiving a marketing authorization approval: in any of these cases, the fee shall be $3 million. | ||
• | At any time after receiving the equivalent of a marketing authorization for DCVax®-L in any jurisdiction, the fee shall be $5 million. | ||
For the three months ended June 30, 2014, the Company made net disbursements to Cognate of approximately $4.0 million, including charges relating to manufacturing for both the Phase III and Phase I/II clinical trials, ongoing product and process development, and expansion of several Company programs under these service agreements. | |||
As of June 30, 2014 and December 31, 2013, the Company owed Cognate (including third party sub-contract amounts) approximately $2.7 million and $3.6 million, respectively. | |||
Cognate Accounts Payable Conversions and inducement charge –Six months ended June 30, 2014 | |||
Under the July 2013 Conversion and Lock-up Agreement, $8.8 million in accounts payable due to Cognate was converted into common stock and warrants. 2.2 million shares of common stock were issued based on an above-market $4.00 per share conversion price while the closing market price was $3.55. 50% warrant coverage of the common stock issued, resulting in 1.1 million warrants issued with an initial exercise price of $4.00. The shares and warrants are subject to most favored nation treatment with respect to the terms (including in regards to warrants) provided to any other investors or creditors, including share issuances upon the exercise of previously issued derivative securities. | |||
The fair value of the shares was based upon the closing stock price of the stock on the date of conversion and in aggregate was approximately $13.1 million ($5.95 per share) without factoring in a discount in value for the 36-month lock-up. The fair value of the warrants was based on the Monte Carlo simulation model, the inputs of which are disclosed in Note 4 and was approximately $3.6 million. The Company recorded a $7.8 million of inducement expense in connection with these transactions. | |||
The conversion shares are subject to a lock-up period of 36 months from the date of their issuance. Under the lock-up, the shares cannot be sold or traded on the market. The fair value of the shares does not include a liquidity discount related to the 36 month lock-up period as such liquidity discount. | |||
The Company classified the warrants as liabilities measured at fair value and re-measured the instruments at fair value each reporting period. | |||
Cognate common stock purchase and inducement charge –Six months ended June 30, 2014 | |||
On June 30, 2014, the Company issued Cognate 562,500 shares of common stock and 281,250 warrants, in return for a payment of $2.3 million received from Cognate. The shares and warrants are subject to most favored nation treatment with respect to the terms (including in regards to warrants) provided to any other investors or creditors, including share issuances upon the exercise of previously issued derivative securities. | |||
The fair value of the shares was based upon the closing stock price of the stock on the date of conversion and in aggregate was approximately $3.8 million ($6.71 per share) without factoring in a discount in value for the 36-month lock-up. The fair value of the warrants was based on the Monte Carlo simulation model, the inputs of which are disclosed in Note 4 and was approximately $1.0 million at inception. The Company recorded a $2.5 million of inducement expense in connection with these transactions. The fair value of the shares does not include a liquidity discount related to the 36 month lock-up period. | |||
Redeemable_Common_Stock
Redeemable Common Stock | 6 Months Ended | ||
Jun. 30, 2014 | |||
Equity [Abstract] | ' | ||
Redeemable Common Stock Disclosure [Text Block] | ' | ||
10 | Redeemable Common Stock | ||
During the first quarter of 2014, the redemption provision on all 1.4 million redeemable shares outstanding as of December 31, 2013 lapsed and $8.9 million was transferred from redeemable common stock to stockholders’ equity (deficit). | |||
Stockholders_Deficit
Stockholders' Deficit | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | |||||||
11. Stockholders’ Deficit | ||||||||
Common Stock Issuances | ||||||||
First Quarter 2014 | ||||||||
During the quarter ended March 31, 2014, the Company issued in aggregate 238,496 shares of common stock in exchange for consulting services for which performance was complete. The fair value of the common stock recognized was $1.6 million. | ||||||||
During the quarter ended March 31, 2014, the Company issued 5,101,366 shares of common stock to Cognate as stock based compensation. The fair value of the common stock recognized was $2.5 million. | ||||||||
During the quarter ended March 31, 2014, the Company issued in aggregate 32,000 shares of common stock for cash. The fair value of the common stock recognized was $0.2 million. | ||||||||
During the quarter ended March 31, 2014, the Company converted accounts payable due to Cognate of approximately $5.9 million into 1,481,644 shares. The Company recorded $2.8 million of inducement expense associated with the issuance of the common shares. In addition, the Company issued warrants that were valued at $2.5 million at the date of issuance related to the conversion of accounts payable. Total inducement charge was $5.3 million. | ||||||||
During the quarter ended March 31, 2014, the Company converted notes and relevant accrued interest of $0.2 million into approximately 0.07 million shares of common stock. | ||||||||
During the quarter ended March 31, 2014, the Company issued an aggregate of 721,827 shares of common stock from the exercise of warrants previously issued. The Company received proceeds of approximately $2.7 million from the exercise of these warrants. | ||||||||
During the quarter ended March 31, 2014, 1,444,788 redeemable shares with a carrying value of $8.9 million were no longer redeemable and were reclassed to stockholders’ equity. | ||||||||
Second Quarter 2014 | ||||||||
On April 9, 2014, the Company entered into a Securities Purchase Agreement with a single institutional investor for the sale of 2,272,727 shares of common stock at a purchase price of $6.60 per share, for a total purchase price of $15.0 million. Additionally, from the date of the closing until one year after the closing date, the investor has a non-transferable Over-allotment Right to purchase up to 2,272,727 additional shares of common stock at a price per share of $7.50, for an additional subscription amount of up to $17.05 million. | ||||||||
On June 30, 2014, the Company issued Cognate 562,500 shares of common stock and 281,250 warrants for proceeds of $2.3 million. The shares and warrants are subject to most favored nation treatment with respect to the terms (including in regards to warrants) provided to any other investors or creditors, including share issuances upon the exercise of previously issued derivative securities. | ||||||||
During the quarter ended June 30, 2014, the Company issued 200,000 shares of common stock to an individual investor at $7.00 per share. The total proceeds of $1.4 million were received by the Company during the first quarter in 2014, and were recorded as shares payable on the balance sheet as of March 31, 2014. The $1.4 million shares payable were re-classed to stockholders’ deficit during the second quarter in 2014. | ||||||||
During the quarter ended June 30, 2014, the Company issued 58,614 shares of common stock for cash to an individual investor for proceeds of $435,540. | ||||||||
During the quarter ended June 30, 2014, the Company issued 16,200 shares of common stock for cash to an individual investor, but the proceeds were not received until July 2014. The Company recorded $125,550 as a subscription receivable and to offset an addition-paid-in-capital on the balance sheet as of June 30, 2014. | ||||||||
During the quarter ended June 30, 2014, the Company issued an aggregate of 92,100 shares of common stock from the exercise of warrants previously issued. The Company received proceeds of $394,925 from the exercise of these warrants. | ||||||||
During the quarter ended June 30, 2014, the Company issued an aggregate of 12,533 shares of common stock from the cashless exercise of warrants previously issued. | ||||||||
During the quarter ended June 30, 2014, the Company issued in aggregate 24,924 shares of common stock in exchange for consulting services. The fair value of the common stock recognized was $155,607. | ||||||||
During the quarter ended June 30, 2014, the Company converted accounts payable due to Cognate of approximately $2.9 million into 727,291 shares of common stock and 363,646 warrants. The Company recorded $1.4 million of inducement expense associated with the issuance of the common shares. In addition, as noted in Note 4 the Company issued warrants that were valued at $1.1 million at the date of issuance related to the conversion of accounts payable. Total inducement charge was $2.5 million. | ||||||||
Stock Purchase Warrants | ||||||||
The following is a summary of warrant activity for the six months ended June 30, 2014: | ||||||||
Number of | Weighted Average | |||||||
Warrants | Exercise Price | |||||||
Outstanding as of December 31, 2013 | 20,116 | $ | 5.23 | |||||
Warrants issued in connection with conversion of Cognate accounts payable* | 741 | 4 | ||||||
Warrants issued in exchange for services | 2,434 | 4 | ||||||
Warrants issued in connection with common stock issued | 150 | 5 | ||||||
Warrants exercised on a cashless basis | -73 | - | ||||||
Warrants exercised for cash | -722 | 3.66 | ||||||
Expired in first quarter of 2014 | -6 | 9.54 | ||||||
Outstanding as of March 31, 2014 | 22,640 | 5.12 | ||||||
Warrants issued in connection with conversion of Cognate accounts payable* | 364 | 4 | ||||||
Warrants issued to Cognate in connection with common stock issued for cash* | 281 | 4 | ||||||
Warrants exercised for cash | -90 | 4.25 | ||||||
Over-allotment rights issued in connection with registered direct offering | 2,273 | 7.5 | ||||||
Warrants issued to placement agent in connection with registered direct offering | 113 | 8.25 | ||||||
Outstanding as of June 30, 2014 ** | 25,581 | $ | 5.32 | |||||
*The warrants contain “down round protection” and the Company classifies these warrant instruments as liabilities measured at fair value and remeasures these instruments at fair value each reporting period. | ||||||||
** Approximately 6,176,000 warrants issued to Cognate, during the six year period from 2008 through 2014, with a weighted average exercise price and remaining contractual term of $2.80 and 4.5 years, respectively, The weighted average exercise price gives effect to adjustments related to the most favored nation clause that occurred during the period. | ||||||||
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
12. Subsequent Events | |
On August 14, 2014, the Company announced the pricing of $17.5 million aggregate principal amount of its unsecured convertible notes (the “Notes”) in a private placement. The Notes are initially convertible at $7.30 per share, a 10% premium above the closing market price of $6.64 per share on August 13, 2014. The Company plans to use the offering proceeds to fund new manufacturing capacity in Europe and for general corporate purposes. The Notes will bear interest at a rate of 5.00% per year, and mature in three years unless earlier converted. The Notes will be subject to certain adjustments as provided in the Indenture. | |
The investors in the Notes will have the right, exercisable for three months, to purchase up to an additional 30% of the aggregate principal amount of the Notes on the same terms and conditions. | |
The sale of the Notes to the initial purchasers is expected to settle on August 19, 2014, subject to customary closing conditions, and is expected to result in approximately $16.15 million net proceeds to NW Bio, after deducting fees and estimated offering expenses payable by NW Bio. Neither the Notes nor the shares of the Company’s common stock issuable upon conversion of the Notes, if any, have been registered under the Securities Act of 1933, as amended (the “Act”) or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2014 | |
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 June 30, 2014 and for the three and six 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 consolidated balance sheet as of June 30, 2014, condensed consolidated statements of operations for the three and six months ended June 30, 2014 and 2013, condensed consolidated statement of stockholders’ equity (deficit) for the six months ended June 30, 2014, and the condensed consolidated statements of cash flows for the six months ended June 30, 2014 and 2013 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 six months ended June 30, 2014 are not necessarily indicative of results to be expected for the year ending December 31, 2014 or for any future interim period. The condensed balance sheet at December 31, 2013 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, 2013, and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on April 1, 2014. | |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Recently Issued Accounting Standards | |
In June 2014, the FASB issued Accounting Standard Update No. 2014-10, Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. A public entity is required to apply the amendments for annual reporting periods beginning after December 15, 2014, and interim periods therein. An entity should apply the amendments retrospectively for all comparative periods presented. Early adoption is permitted. The Company adopted the guidance during the second quarter of 2014. Adoption of this standard did not have a material impact on the Company’s financial position, results of operations, or cash flows. | |
The Financial Accounting Standards Board (“FASB”) has issued Accounting Standards Update (“ASU”) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s condensed consolidated financial position and results of operations. | |
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 payment arrangements, estimating the fair value of equity instruments recorded as derivative liabilities, and 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 clinical trial costs for the Company’s Phase III and Phase I/II clinical trials, related party manufacturing costs, consulting costs, contract research and development costs, and compensation costs. For the three and six months ended June 30, 2014, the Company recognized aggregate cash and non-cash research and developments costs of $21.5 million and $41.5 million, respectively. For the three and six months ended June 30, 2013, the Company recognized cash and non-cash research and developments costs of $8.4 million and $20.0 million, respectively. | |
For the six months ended June 30, 2014 and June 30, 2013, the Company recorded $28.5 million and $10.7 million, respectively, of cash and non-cash expenses related to services performed by Cognate (including manufacturing for both the Phase III and Phase I/II clinical trials, ongoing product and process development, and expansion of several company programs). | |
Comprehensive Loss Policy [Policy Text Block] | ' |
Comprehensive Loss | |
The Company’s comprehensive loss is equal to its net loss for all periods presented. | |
Significant Accounting Policies [Policy Text Block] | ' |
Significant Accounting Policies | |
There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2013 Annual Report. | |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 6 Months Ended | ||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | ||||||||||||||||||||||||
The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2014 and December 31, 2013 (in thousands): | |||||||||||||||||||||||||
Fair value measured at June 30, 2014 | |||||||||||||||||||||||||
Quoted prices in active | Significant other | Significant | |||||||||||||||||||||||
Fair value at | markets | observable inputs | unobservable inputs | ||||||||||||||||||||||
30-Jun-14 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||||||||||
Warrant liability | $ | 31,078 | $ | - | $ | - | $ | 31,078 | |||||||||||||||||
Fair value measured at December 31, 2013 | |||||||||||||||||||||||||
Quoted prices in active | Significant other | Significant | |||||||||||||||||||||||
Fair value at | markets | observable inputs | unobservable inputs | ||||||||||||||||||||||
31-Dec-13 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||||||||||
Warrant liability | $ | 8,688 | $ | - | $ | - | $ | 8,688 | |||||||||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | ' | ||||||||||||||||||||||||
The following table presents changes in Level 3 liabilities measured at fair value for the three and six month periods ended June 30, 2014. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs. | |||||||||||||||||||||||||
Balance – December 31, 2013 | $ | 8,688 | |||||||||||||||||||||||
3,174,835 warrants issued during 1st quarter | 7,952 | ||||||||||||||||||||||||
Change in fair value of warrant liability | 16,984 | ||||||||||||||||||||||||
Balance – March 31, 2014 | 33,624 | ||||||||||||||||||||||||
644,896 warrants issued during 2nd quarter | 2,138 | ||||||||||||||||||||||||
Change in fair value of warrant liability | -4,684 | ||||||||||||||||||||||||
Balance – June 30, 2014 | $ | 31,078 | |||||||||||||||||||||||
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block] | ' | ||||||||||||||||||||||||
The Company’s warrant liabilities are measured at fair value using the Monte Carlo simulation valuation methodology. A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy for the three months ended June 30, 2014 is as follows (dollars and shares in thousands): | |||||||||||||||||||||||||
Warrants issuance date | January 6, 2014 | January 17, 2014 | January 31, 2014 | February 3, 2014 | February 28, 2014 | March 31, 2014 | Total | ||||||||||||||||||
Number of warrants issued | 139 | 2,434 | 143 | 119 | 195 | 145 | 3,175 | ||||||||||||||||||
Fair value of warrants at issuance date | $ | 308 | $ | 5,501 | $ | 383 | $ | 327 | $ | 844 | $ | 589 | $ | 7,952 | |||||||||||
Warrants issuance date | April 30, 2014 | May 30, 2014 | June 30, 2014 | Total | |||||||||||||||||||||
Number of warrants issued | 171 | 193 | 281 | 645 | |||||||||||||||||||||
Fair value of warrants at issuance date | $ | 527 | $ | 621 | $ | 990 | $ | 2,138 | |||||||||||||||||
Date of valuation | January 6, 2014 | January 17, 2014 | January 31, 2014 | February 3, 2014 | February 28, 2014 | March 31, 2014 | |||||||||||||||||||
Dividend yield (per share) | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | 0% | ||||||||||||||
Strike price | $ | 4 | $ | 4 | $ | 4 | $ | 4 | $ | 4 | $2.40-$6.00 | ||||||||||||||
Volatility (annual) | 92.13 | % | 93.12 | % | 96.72 | % | 91.79 | % | 105.03 | % | 74.43%-88.03% | ||||||||||||||
Risk-free rate | 1.73 | % | 1.66 | % | 1.55 | % | 1.49 | % | 1.49 | % | 1.73% | ||||||||||||||
Contractual term (years) | 5 | 5 | 5 | 5 | 5 | 4.33-4.85 | |||||||||||||||||||
Date of valuation | April 30, 2014 | May 30, 2014 | June 30, 2014 | ||||||||||||||||||||||
Dividend yield (per share) | 0 | % | 0 | % | 0% | ||||||||||||||||||||
Strike price | $ | 4 | $ | 4 | $ | 4 | |||||||||||||||||||
Volatility (annual) | 84.18 | % | 83.48 | % | 79.79%-82.90% | ||||||||||||||||||||
Risk-free rate | 1.74 | % | 1.52 | % | 1.62%-1.64% | ||||||||||||||||||||
Contractual term (years) | 5 | 5 | 5 | ||||||||||||||||||||||
Notes_Payable_Tables
Notes Payable (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Debt [Table Text Block] | ' | |||||||
Notes payable consist of the following at June 30, 2014 and December 31, 2013: | ||||||||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
Notes payable - current | ||||||||
12% unsecured orginally due July 2011 - in dispute (1) | 934 | 934 | ||||||
934 | 934 | |||||||
Convertible notes payable, net - current | ||||||||
6% unsecured (2) | 135 | 160 | ||||||
8% unsecured note due 2014 (3) | 53 | 53 | ||||||
188 | 213 | |||||||
Convertible Notes payable related party, net - current | ||||||||
6% due on demand (4) | 50 | 75 | ||||||
50 | 75 | |||||||
Total notes payable, net | $ | 1,172 | $ | 1,222 | ||||
(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 $0.135 million note as of June 30, 2014 consists of two separate 6% notes in the amounts of $0.110 million and $0.025 million. In regards 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 the creditor to date. In regards to the $0.025 million note, the holder has elected to convert these notes into equity, the Company has delivered the applicable conversion documents to the holder, and the Company is waiting for the holder to execute and return the documents. | ||||||||
(3) This $0.530 million note was due May 25, 2014, and is currently past due. | ||||||||
(4) This $0.050 million demand note as of June 30, 2014 is held by an officer of the Company. The holder has made no demand for payment, but reserves the right to make a demand at any time. | ||||||||
Net_Loss_Per_Share_Applicable_1
Net Loss Per Share Applicable to Common Stockholders (Tables) | 6 Months Ended | |||||
Jun. 30, 2014 | ||||||
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 loss per share calculation because their effect was anti-dilutive as of the periods presented (in thousands): | ||||||
For the six months ended | ||||||
June 30, | ||||||
2014 | 2013 | |||||
Common stock options | 1,551 | 1,574 | ||||
Over-allotment rights | 2,273 | - | ||||
Common stock warrants - equity treatment | 14,200 | 12,214 | ||||
Common stock warrants - liability treatment | 9,108 | - | ||||
Convertible notes | 81 | 2,709 | ||||
Excluded potentially dilutive securities | 27,213 | 16,497 | ||||
Stockholders_Deficit_Tables
Stockholders' Deficit (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||
Schedule Of Warrant Activity [Table Text Block] | ' | |||||||
The following is a summary of warrant activity for the six months ended June 30, 2014: | ||||||||
Number of | Weighted Average | |||||||
Warrants | Exercise Price | |||||||
Outstanding as of December 31, 2013 | 20,116 | $ | 5.23 | |||||
Warrants issued in connection with conversion of Cognate accounts payable* | 741 | 4 | ||||||
Warrants issued in exchange for services | 2,434 | 4 | ||||||
Warrants issued in connection with common stock issued | 150 | 5 | ||||||
Warrants exercised on a cashless basis | -73 | - | ||||||
Warrants exercised for cash | -722 | 3.66 | ||||||
Expired in first quarter of 2014 | -6 | 9.54 | ||||||
Outstanding as of March 31, 2014 | 22,640 | 5.12 | ||||||
Warrants issued in connection with conversion of Cognate accounts payable* | 364 | 4 | ||||||
Warrants issued to Cognate in connection with common stock issued for cash* | 281 | 4 | ||||||
Warrants exercised for cash | -90 | 4.25 | ||||||
Over-allotment rights issued in connection with registered direct offering | 2,273 | 7.5 | ||||||
Warrants issued to placement agent in connection with registered direct offering | 113 | 8.25 | ||||||
Outstanding as of June 30, 2014 ** | 25,581 | $ | 5.32 | |||||
*The warrants contain “down round protection” and the Company classifies these warrant instruments as liabilities measured at fair value and remeasures these instruments at fair value each reporting period. | ||||||||
** Approximately 6,176,000 warrants issued to Cognate, during the six year period from 2008 through 2014, with a weighted average exercise price and remaining contractual term of $2.80 and 4.5 years, respectively, The weighted average exercise price gives effect to adjustments related to the most favored nation clause that occurred during the period. | ||||||||
Organization_and_Description_o1
Organization and Description of Business and Recent Developments (Details Textual) | 6 Months Ended |
Jun. 30, 2014 | |
Lock Up Agreement Description | 'The Company also entered into a Lock-Up Agreement with Cognate on January 17, 2014, under which Cognate agreed to have all of the shares that are issued as part of the milestone and initiation payments and the invoice conversions under the Cognate Agreements (collectively, the “Lock-Up Shares”) locked up for up to 36 months, in return for 15% warrant coverage for each 6-month period of lock-up, on the same terms as the warrants in the Cognate Agreements. During the lock-up, the Lock-Up Shares may not be sold or traded on the market. These lock-up terms are subject to the same most favored nation treatment as provided in the Cognate Agreements as described above. |
Liquidity_and_Financial_Condit1
Liquidity and Financial Condition (Details Textual) (USD $) | 6 Months Ended | 0 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Apr. 09, 2014 | Apr. 09, 2014 | |
Single Institutional Investor [Member] | Non Transferable Overallotment Right [Member] | |||
Liquidity and Financial Condition [Line Items] | ' | ' | ' | ' |
Net Cash Provided By (Used In) Operating Activities | ($27,498,000) | ($15,283,000) | ' | ' |
Share Based Compensation Aggregate Non Cash Charges For The Non Cash Interest Associated With The Accretion Of Our Convertible Notes Discount Net | 44,400,000 | ' | ' | ' |
Cash Equivalents, at Carrying Value | 12,400,000 | ' | ' | ' |
Current Assets Less Payables | 1,100,000 | ' | ' | ' |
Convertible Notes Payable Related Parties | 2,800,000 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | ' | ' | ' | 2,272,727 |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased (in dollars per share) | ' | ' | ' | $7.50 |
Payments for Repurchase of Common Stock | ' | ' | ' | 17,050,000 |
Sale of Stock, Number of Shares Issued in Transaction | ' | ' | 2,272,727 | ' |
Sale of Stock, Price (in dollars per share) | ' | ' | $6.60 | ' |
Sale of Stock, Consideration Received on Transaction | ' | ' | 15,000,000 | ' |
Working Capital Deficit | 71,900,000 | ' | ' | ' |
Stock Repurchased and Retired During Period, Value | $2,300,000 | ' | ' | ' |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Textual) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Summary of Significant Accounting Policies [Line Items] | ' | ' | ' | ' |
Research and Development Expense | $21,549,000 | $8,383,000 | $41,535,000 | $19,991,000 |
Research and Development Expense Service Agreement | ' | ' | $28,500,000 | $10,700,000 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Warrant liability | $31,078 | $33,624 | $8,688 |
Fair Value, Inputs, Level 1 [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Warrant liability | 0 | ' | 0 |
Fair Value, Inputs, Level 2 [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Warrant liability | 0 | ' | 0 |
Fair Value, Inputs, Level 3 [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Warrant liability | $31,078 | ' | $8,688 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 1) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Mar. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Balance, Opening | $33,624 | $8,688 |
warrants issued | 2,138 | 7,952 |
Change in fair value of warrant liability | -4,684 | 16,984 |
Balance, Ending | $31,078 | $33,624 |
Fair_Value_Measurements_Detail2
Fair Value Measurements (Details 2) (USD $) | 6 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 |
Quantitative Information One [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Warrants issuance date | 6-Jan-14 |
Number of warrants issued | 139 |
Fair value of warrants at issuance date | $308 |
Date of valuation | 6-Jan-14 |
Dividend yield (per share) | 0.00% |
Strike price | $4 |
Volatility (annual) | 92.13% |
Risk-free rate | 1.73% |
Contractual term (years) | '5 years |
Quantitative Information Two [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Warrants issuance date | 17-Jan-14 |
Number of warrants issued | 2,434 |
Fair value of warrants at issuance date | 5,501 |
Date of valuation | 17-Jan-14 |
Dividend yield (per share) | 0.00% |
Strike price | $4 |
Volatility (annual) | 93.12% |
Risk-free rate | 1.66% |
Contractual term (years) | '5 years |
Quantitative Information Three [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Warrants issuance date | 31-Jan-14 |
Number of warrants issued | 143 |
Fair value of warrants at issuance date | 383 |
Date of valuation | 31-Jan-14 |
Dividend yield (per share) | 0.00% |
Strike price | $4 |
Volatility (annual) | 96.72% |
Risk-free rate | 1.55% |
Contractual term (years) | '5 years |
Quantitative Information Four [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Warrants issuance date | 3-Feb-14 |
Number of warrants issued | 119 |
Fair value of warrants at issuance date | 327 |
Date of valuation | 3-Feb-14 |
Dividend yield (per share) | 0.00% |
Strike price | $4 |
Volatility (annual) | 91.79% |
Risk-free rate | 1.49% |
Contractual term (years) | '5 years |
Quantitative Information Five [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Warrants issuance date | 28-Feb-14 |
Number of warrants issued | 195 |
Fair value of warrants at issuance date | 844 |
Date of valuation | 28-Feb-14 |
Dividend yield (per share) | 0.00% |
Strike price | $4 |
Volatility (annual) | 105.03% |
Risk-free rate | 1.49% |
Contractual term (years) | '5 years |
Quantitative Information Six [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Warrants issuance date | 31-Mar-14 |
Number of warrants issued | 145 |
Fair value of warrants at issuance date | 589 |
Date of valuation | 31-Mar-14 |
Dividend yield (per share) | 0.00% |
Risk-free rate | 1.73% |
Contractual term (years) | '0 years |
Quantitative Information Six [Member] | Maximum [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Strike price | $6 |
Volatility (annual) | 88.03% |
Quantitative Information Six [Member] | Minimum [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Strike price | $2.40 |
Volatility (annual) | 74.43% |
Quantitative Information Seven [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Warrants issuance date | 30-Apr-14 |
Number of warrants issued | 171 |
Fair value of warrants at issuance date | 527 |
Date of valuation | 30-Apr-14 |
Dividend yield (per share) | 0.00% |
Strike price | $4 |
Volatility (annual) | 84.18% |
Risk-free rate | 1.74% |
Contractual term (years) | '5 years |
Quantitative Information Eight [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Warrants issuance date | 30-May-14 |
Number of warrants issued | 193 |
Fair value of warrants at issuance date | 621 |
Date of valuation | 30-May-14 |
Dividend yield (per share) | 0.00% |
Strike price | $4 |
Volatility (annual) | 83.48% |
Risk-free rate | 1.52% |
Contractual term (years) | '5 years |
Quantitative Information Nine [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Warrants issuance date | 30-Jun-14 |
Number of warrants issued | 281 |
Fair value of warrants at issuance date | 990 |
Date of valuation | 30-Jun-14 |
Dividend yield (per share) | 0.00% |
Strike price | $4 |
Contractual term (years) | '5 years |
Quantitative Information Nine [Member] | Maximum [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Volatility (annual) | 82.90% |
Risk-free rate | 1.64% |
Quantitative Information Nine [Member] | Minimum [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Volatility (annual) | 79.79% |
Risk-free rate | 1.62% |
First Quarter 2014 [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Number of warrants issued | 3,175 |
Fair value of warrants at issuance date | 7,952 |
Second Quarter 2014 [Member] | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Number of warrants issued | 645 |
Fair value of warrants at issuance date | $2,138 |
Fair_Value_Measurements_Detail3
Fair Value Measurements (Details Textual) | 3 Months Ended | |
Jun. 30, 2014 | Mar. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Class Of Warrant Or Right Issued | 644,896 | 3,174,835 |
Cash_in_Custody_Account_Detail
Cash in Custody Account (Details Textual) (USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2014 |
Payments for Law Firm Handling Transaction | $3.40 |
Sellers Law Firm [Member] | ' |
Payments for Law Firm Handling Transaction | 2.6 |
Purchasers Law Firm [Member] | ' |
Payments for Law Firm Handling Transaction | $0.80 |
Stockbased_Compensation_Detail
Stock-based Compensation (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended |
In Millions, except Share data in Thousands, unless otherwise specified | Jan. 17, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
Share Based Compensation [Line Items] | ' | ' | ' |
Allocated Share-based Compensation Expense | ' | $2.70 | $5.10 |
Stock Issued During Period, Shares, New Issues | 5,101,366 | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | ' | $2.80 | $2.80 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | '2 years 9 months 18 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | ' | ' | $6.71 |
Notes_Payable_Details
Notes Payable (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Notes Payable [Line Items] | ' | ' | ||
Notes payable - current | $934 | $934 | ||
Convertible notes, net (includes related party of $50 and $50 as of June 30, 2014 and December 31, 2013, respectively) | 238 | 288 | ||
Convertible notes payable related party, net - current | 50 | 75 | ||
Total notes payable, net | 1,172 | 1,222 | ||
Notes Payable Current, Unsecured, Issued One [Member] | ' | ' | ||
Notes Payable [Line Items] | ' | ' | ||
Notes payable - current | 934 | [1] | 934 | [1] |
Convertible Notes Payable Current, Unsecured, Issued One [Member] | ' | ' | ||
Notes Payable [Line Items] | ' | ' | ||
Convertible notes, net (includes related party of $50 and $50 as of June 30, 2014 and December 31, 2013, respectively) | 135 | [2] | 160 | [2] |
Convertible Notes Payable Current Unsecured Issued Two [Member] | ' | ' | ||
Notes Payable [Line Items] | ' | ' | ||
Convertible notes, net (includes related party of $50 and $50 as of June 30, 2014 and December 31, 2013, respectively) | 53 | [3] | 53 | [3] |
Convertible Notes Payable Related Parties Current Unsecured Issued One [Member] | ' | ' | ||
Notes Payable [Line Items] | ' | ' | ||
Convertible notes payable related party, net - current | $50 | [4] | $75 | [4] |
[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 $0.135 million note as of June 30, 2014 consists of two separate 6% notes in the amounts of $0.110 million and $0.025 million. In regards 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 the creditor to date. In regards to the $0.025 million note, the holder has elected to convert these notes into equity, the Company has delivered the applicable conversion documents to the holder, and the Company is waiting for the holder to execute and return the documents. | |||
[3] | This $0.530 million note was due May 25, 2014, and is currently past due. | |||
[4] | This $0.050 million demand note as of June 30, 2014 is held by an officer of the Company. The holder has made no demand for payment, but reserves the right to make a demand at any time. |
Notes_Payable_Details_Textual
Notes Payable (Details Textual) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Notes Payable [Line Items] | ' | ' |
Debt Conversion, Converted Instrument, Amount | $0.10 | $0.90 |
Debt Conversion, Converted Instrument, Shares Issued | 0.07 | 0.4 |
Net_Loss_Per_Share_Applicable_2
Net Loss Per Share Applicable to Common Stockholders (Details) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ' | ' |
Excluded potentially dilutive securities | 27,213 | 16,497 |
Common stock options [Member] | ' | ' |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ' | ' |
Excluded potentially dilutive securities | 1,551 | 1,574 |
Over-allotment rights [Member] | ' | ' |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ' | ' |
Excluded potentially dilutive securities | 2,273 | 0 |
Common stock warrants - equity treatment [Member] | ' | ' |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ' | ' |
Excluded potentially dilutive securities | 14,200 | 12,214 |
Common stock warrants - liability treatment [Member] | ' | ' |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ' | ' |
Excluded potentially dilutive securities | 9,108 | 0 |
Convertible notes [Member] | ' | ' |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ' | ' |
Excluded potentially dilutive securities | 81 | 2,709 |
Related_Party_Transactions_Det
Related Party Transactions (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jan. 17, 2014 | Jul. 31, 2013 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Apr. 09, 2014 | |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research and Development Arrangement, Contract to Perform for Others, Costs Incurred, Gross | ' | ' | ' | ' | ' | ' | $2,700,000 | ' | $3,600,000 | ' |
One Time Charges Of Service Agreement | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | ' | ' | ' | 100,000 | ' | 900,000 | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued (in shares) | ' | ' | ' | 70,000 | ' | 400,000 | ' | ' | ' | ' |
Percentage Of Warrants Coverage | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | 5,101,366,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issued, Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6.60 |
Induced Conversion Of Convertible Debt Expense | ' | ' | 5,089,000 | ' | 0 | ' | 10,340,000 | 0 | ' | ' |
Cognate Bioservices [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | ' | 8,800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued (in shares) | ' | 2,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash Consideration Per Share (in dollars per share) | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant Issued to Purchase Common Stock | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant Exercise Price | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Of Warrants | ' | 3,600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Of Common Stock | ' | 13,100,000 | ' | ' | ' | ' | 3,800,000 | ' | ' | ' |
Shares Issued, Price Per Share | ' | 5.95 | $6.71 | ' | ' | ' | $6.71 | ' | ' | ' |
Induced Conversion Of Convertible Debt Expense | ' | 7,800,000 | ' | ' | ' | ' | 2,500,000 | ' | ' | ' |
Proceeds from Issuance or Sale of Equity | ' | ' | ' | ' | ' | ' | 2,300,000 | ' | ' | ' |
Fair value of Warrants at Issuance Date | ' | ' | 1,000,000 | ' | ' | ' | 1,000,000 | ' | ' | ' |
Cognate Bioservices [Member] | Accounts Payable [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | ' | ' | 2,900,000 | ' | ' | ' | ' | ' | ' | ' |
Induced Conversion Of Convertible Debt Expense | ' | ' | 1,400,000 | ' | ' | ' | ' | ' | ' | ' |
Fair value of Warrants at Issuance Date | ' | ' | 1,100,000 | ' | ' | ' | 1,100,000 | ' | ' | ' |
Cognate Bioservices [Member] | Condition Two [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent Liability DCVax-L Manufacturing Services Agreement Amount | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cognate Bioservices [Member] | Warrant [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investors Warrants Exercisable | ' | ' | ' | ' | ' | ' | 281,250 | ' | ' | ' |
Cognate Bioservices [Member] | Common Stock [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | 562,500 | ' | ' | ' |
Investor [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issued, Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7.50 |
Investor [Member] | Common Stock [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issued, Price Per Share | ' | ' | $7 | ' | ' | ' | $7 | ' | ' | ' |
Redeemable_Common_Stock_Detail
Redeemable Common Stock (Details Textual) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Temporary Equity [Line Items] | ' | ' |
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests | ' | $8.90 |
Potential Redeemable Shares Eligible | 1.4 | ' |
Stockholders_Deficit_Details
Stockholders' Deficit (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2014 | Jun. 30, 2014 | |||
Shareholders Deficit [Line Items] | ' | ' | ||
Class Of Warrant Or Right Outstanding | 20,116 | 20,116 | ||
Number of Warrants - warrants issued in connection with conversion of Cognate accounts payable | 741 | [1] | 364 | [1] |
Number Of Warrants - Warrants issued for service | 2,434 | ' | ||
Number of Warrants - warrants issued in connection with common stock issued | 150 | 281 | [1] | |
Number Of Warrants Warrants - Exercised On Cashless Basis | -73 | ' | ||
Number Of Warrants Warrants - Exercised For Cash | -722 | -90 | ||
Number of Warrants - warrants issued in connection with registered direct offering | ' | 2,273 | ||
Number of Warrants - warrants issued to placement agent in connection with registered direct offering | ' | 113 | ||
Number of Warrants - Expired | -6 | ' | ||
Class Of Warrant Or Right Outstanding | 22,640 | 25,581 | [2] | |
Weighted Average Exercise Price - Outstanding | $5.23 | $5.23 | ||
Weighted Average Exercise Price - warrants issued in connection with conversion of Cognate accounts payable | $4 | [1] | $4 | [1] |
Weighted Average Exercise Price - warrants issued in exchange for services | $4 | ' | ||
Weighted Average Exercise Price - warrants issued in connection with common stock issued | $5 | $4 | [1] | |
Weighted Average Exercise Price - exercised for cash | $3.66 | $4.25 | ||
Weighted average exercise Price - Warrants exercised on a cashless basis | $0 | ' | ||
Weighted Average Exercise Price - warrants issued in connection with registered direct offering | ' | $7.50 | ||
Weighted Average Exercise Price - warrants issued to placement agent in connection with registered direct offering | ' | $8.25 | ||
Weighted Average Exercise Price - Expired | $9.54 | ' | ||
Weighted Average Exercise Price - Outstanding | $5.12 | $5.32 | [2] | |
[1] | The warrants contain bdown round protectionb and the Company classifies these warrant instruments as liabilities measured at fair value and remeasures these instruments at fair value each reporting period. | |||
[2] | Approximately 6,176,000 warrants issued to Cognate, during the six year period from 2008 through 2014, with a weighted average exercise price and remaining contractual term of $2.80 and 4.5 years, respectively. The weighted average exercise price gives effect to adjustments related to the most favored nation clause that occurred during the period. |
Stockholders_Deficit_Details_T
Stockholders' Deficit (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | |||||||||
Apr. 09, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Apr. 09, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jul. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | |
Investor [Member] | Investor [Member] | Individual Investor [Member] | Cognate Bioservices [Member] | Cognate Bioservices [Member] | Cognate Bioservices [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Conversion Of Accounts Payable To Cognate [Member] | ||||||||
Accounts Payable [Member] | Investor [Member] | ||||||||||||||||||||
Shareholders Deficit [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services | ' | 24,924 | 238,496 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period For Convertible Accounts | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,481,644 |
Fair Value Of Common Stock For Convertible Accounts | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,500,000 | ' | $5,900,000 |
Inducement Expenses | ' | ' | 5,300,000 | ' | ' | 10,340,000 | 0 | ' | ' | ' | ' | ' | ' | ' | 2,800,000 | ' | ' | ' | ' | ' | ' |
Redeemable Shares Number | ' | ' | 1,444,788 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Shares Exercise of Warrant | ' | ' | 721,827 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Value Exercise of Warrant | ' | ' | 2,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Issued for Services | ' | 155,607 | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Development Stage Entities, Stock Issued, Shares, Issued for Cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32,000 | ' | ' | ' | ' | ' | ' |
Development Stage Entities, Stock Issued, Value, Issued for Cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,272,727 | ' | ' | ' | ' | ' | ' | 2,272,727 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments, Total | 15,000,000 | ' | ' | ' | ' | ' | ' | 17,050,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of Warrants at Issuance Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Induced Conversion Of Convertible Debt Expense | ' | 5,089,000 | ' | 0 | ' | 10,340,000 | 0 | ' | ' | ' | 7,800,000 | 2,500,000 | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassification Of Equity Instruments, Shares | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issued, Price Per Share | $6.60 | ' | ' | ' | ' | ' | ' | $7.50 | ' | ' | $5.95 | $6.71 | ' | ' | ' | ' | $7 | ' | ' | ' | ' |
Proceeds from Shares Payable | ' | 1,400,000 | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subscription Receivable for issuance of common stock, Shares | ' | 16,200 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,000 | ' | ' | ' | ' | ' | ' | ' |
Subscription Receivable for issuance of common stock, Value | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | ' | 92,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 92,000 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Warrant Exercises | ' | 394,925,000 | ' | ' | ' | 3,087,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cashless Exercises Of Warrants Shares | ' | 12,533 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,000 | 41,000 | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount | ' | ' | 100,000 | ' | 900,000 | ' | ' | ' | ' | ' | 8,800,000 | ' | 2,900,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Shares Conversion Of Accounts Payable To Common Stock And Warrants | ' | 727,291 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 727,000 | 1,482,000 | ' | ' | 363,646 | ' | ' | ' |
Stock Issued During Period, Value, Share-based Compensation, Gross | ' | ' | $2,460,000 | ' | ' | $2,300,000 | ' | ' | $435,000,000 | ' | ' | ' | ' | ' | $5,000 | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Share-based Compensation, Gross | ' | ' | 5,101,366 | ' | ' | ' | ' | ' | ' | 58,614 | ' | ' | ' | ' | 5,101,000 | 562,500 | ' | ' | ' | 281,250 | ' |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) (Unsecured Debt [Member], USD $) | 0 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Aug. 14, 2014 |
Subsequent Event [Line Items] | ' |
Percentage Of Increase In Conversion Price | 10.00% |
Scenario, Forecast [Member] | ' |
Subsequent Event [Line Items] | ' |
Debt Instrument, Face Amount | 17.5 |
Debt Instrument, Convertible, Conversion Price | 7.3 |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% |
Debt Instrument, Term | '3 years |
Convertible Debt Closing Market Price | 6.64 |
Additional Percentage Of Aggregate Pricinpal Amount Of Notes | 30.00% |
Estimated Aproximate Net Proceeds On Sale Convertible Notes | 16.15 |