Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 07, 2015 | |
Document Information [Line Items] | ||
Entity Registrant Name | NORTHWEST BIOTHERAPEUTICS INC | |
Entity Central Index Key | 1,072,379 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | NWBO | |
Entity Common Stock, Shares Outstanding | 78,169,566 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 19,202 | $ 13,390 |
Restricted cash - interest payments held in escrow | 1,021 | 865 |
Prepaid expenses and other current assets | 978 | 387 |
Total current assets | 21,201 | 14,642 |
Non-current assets: | ||
Property, plant and equipment, net | 41,999 | 39,999 |
Restricted cash - interest payments held in escrow, net of current portion | 739 | 1,760 |
Other assets | 309 | 55 |
Total non-current assets | 43,047 | 41,814 |
Total assets | 64,248 | 56,456 |
Current liabilities: | ||
Accounts payable | 11,072 | 9,826 |
Accounts payable to related party | 4,198 | 5,729 |
Accrued expenses (includes related party of $10 and $8 as of June 30, 2015 and December 31, 2014, respectively) | 1,188 | 1,211 |
Convertible notes, net (includes related party note of $50 and $50 as of June 30, 2015 and December 31, 2014, respectively) | 238 | 238 |
Note payable - in dispute | 934 | 934 |
Environmental remediation liability | 6,200 | 6,200 |
Derivative liability | 92,716 | 44,742 |
Total current liabilities | 116,546 | 68,880 |
Non-current liabilities: | ||
Convertible note (net of deferred financing cost of $677 and $1,123 as of June 30, 2015 and December 31, 2014, respectively) | 12,323 | 16,377 |
Mortgage loan (net of deferred financing cost of $780 and $862 as of June 30, 2015 and December 31, 2014, respectively) | 11,401 | 6,128 |
Other accrued expenses | 149 | 98 |
Total non-current liabilities | 23,873 | 22,603 |
Total liabilities | 140,419 | 91,483 |
Stockholders' deficit: | ||
Preferred stock ($0.001 par value); 40,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively | 0 | 0 |
Common stock ($0.001 par value); 450,000,000 shares authorized; 77,727,823 and 68,957,469 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively | 78 | 69 |
Additional paid-in capital | 557,136 | 485,615 |
Accumulated deficit | (633,799) | (520,521) |
Cumulative translation adjustment | 414 | (190) |
Total stockholders' deficit | (76,171) | (35,027) |
Total liabilities and stockholders' deficit | $ 64,248 | $ 56,456 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Accrued expenses, related party net (in dollars) | $ 10 | $ 8 |
Convertible notes payable current related parties, net (in dollars) | $ 50 | $ 50 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
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) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 450,000,000 | 450,000,000 |
Common stock, shares issued | 77,727,823 | 68,957,469 |
Common stock, shares outstanding | 77,727,823 | 68,957,469 |
Convertible Debt [Member] | ||
Deferred Finance Costs, Noncurrent, Net | $ 677 | $ 1,123 |
Mortgage Loan [Member] | ||
Deferred Finance Costs, Noncurrent, Net | $ 780 | $ 862 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - Class Of Stock [Domain] - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
Research grant and other | $ 391 | $ 0 | $ 585 | $ 0 |
Total revenues | 391 | 0 | 585 | 0 |
Operating costs and expenses: | ||||
Research and development | 29,434 | 21,549 | 49,137 | 41,535 |
General and administrative | 9,811 | 3,878 | 13,133 | 7,576 |
Total operating costs and expenses | 39,245 | 25,427 | 62,270 | 49,111 |
Loss from operations | (38,854) | (25,427) | (61,685) | (49,111) |
Other income (expense): | ||||
Inducement expense | 0 | (5,089) | 0 | (10,340) |
Change in fair value of derivative liability | (25,694) | 4,684 | (48,852) | (12,300) |
Interest expense | (1,636) | (33) | (2,429) | (155) |
Foreign currency transaction loss | (661) | 0 | (312) | 0 |
Net loss | $ (66,845) | $ (25,865) | $ (113,278) | $ (71,906) |
Net loss per share applicable to common stockholders - basic and diluted (in dollars per share) | $ (0.88) | $ (0.45) | $ (1.56) | $ (1.31) |
Weighted average shares used in computing basic and diluted loss per share (in shares) | 75,619 | 57,442 | 72,530 | 54,923 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net loss | $ (66,845) | $ (25,865) | $ (113,278) | $ (71,906) |
Other comprehensive loss | ||||
Foreign currency translation adjustment | 672 | 0 | 604 | 0 |
Total comprehensive loss | $ (66,173) | $ (25,865) | $ (112,674) | $ (71,906) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT - Related Party [Domain] - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Cumulative Translation Adjustment [Member] |
Cumulative translation adjustment | $ (190) | ||||
Balance at Dec. 31, 2014 | (35,027) | $ 69 | $ 485,615 | $ (520,521) | $ (190) |
Balance (in shares) at Dec. 31, 2014 | 68,957 | ||||
Proceeds from issuance of common stock | 40,000 | $ 5 | 39,995 | 0 | 0 |
Proceeds from issuance of common stock (in Shares) | 5,405 | ||||
Redeemable securities settlement | 299 | $ 0 | 299 | 0 | 0 |
Redeemable securities settlement (in shares) | 80 | ||||
Issuance of common stock for debt conversion | 4,500 | $ 1 | 4,499 | 0 | 0 |
Issuance of common stock for debt conversion (in shares) | 682 | ||||
Issuance of common stock for conversion of accrued interest | 187 | $ 0 | 187 | 0 | 0 |
Issuance of common stock for conversion of accrued interest (in Shares) | 20 | ||||
Proceeds from warrants exercises | 6,792 | $ 2 | 6,790 | 0 | 0 |
Proceeds from warrants exercises (in shares) | 1,612 | ||||
Reclassification of warrant liabilities related to warrants exercised for cash | 58 | $ 0 | 58 | 0 | 0 |
Cashless warrants exercise | 521 | $ 1 | 520 | 0 | 0 |
Cashless warrants exercise (in shares) | 569 | ||||
Issuance of common stock as compensation | 3,389 | $ 0 | 3,389 | 0 | 0 |
Issuance of common stock as compensation (in Shares) | 403 | ||||
Stock compensation expense - Cognate BioServices | 15,784 | $ 0 | 15,784 | 0 | 0 |
Net loss | (113,278) | 0 | 0 | (113,278) | 0 |
Balance at Jun. 30, 2015 | (76,171) | $ 78 | 557,136 | (633,799) | 414 |
Balance (in shares) at Jun. 30, 2015 | 77,728 | ||||
Cumulative translation adjustment | $ 414 | $ 0 | $ 0 | $ 0 | $ 604 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (113,278) | $ (71,906) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization | 15 | 6 |
Amortization of deferred financing cost | 717 | 0 |
Change in fair value of derivatives | 48,852 | 12,300 |
Accrued interest converted to common stock | 0 | 76 |
Stock and warrants issued to Cognate BioServices as compensation under Cognate Agreements | 15,784 | 10,623 |
Stock and warrants issued for services | 3,389 | 1,722 |
Inducement expense | 0 | 10,340 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (591) | (30) |
Accounts payable and accrued expenses | 2,211 | 1,385 |
Related party accounts payable and accrued expenses | (1,529) | 7,986 |
Deposits and other non-current assets | (254) | 0 |
Net cash used in operating activities | (44,684) | (27,498) |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment/cost of construction in progress | (2,015) | 0 |
Cash deposited in custody account | 0 | (3,414) |
Net cash used in investing activities | (2,015) | (3,414) |
Cash Flows from Financing Activities: | ||
Proceeds from mortgage loan | 4,997 | 0 |
Deferred offering cost related to mortgage loan | (138) | 0 |
Proceeds transferred from escrow account | 62 | 0 |
Repayment of convertible promissory notes | 0 | (25) |
Proceeds from exercise of warrants | 6,792 | 3,087 |
Proceeds from issuance common stock and warrants | 0 | 2,059 |
Proceeds from issuance common stock | 40,000 | 0 |
Gross proceeds from issuance common stock and overallotment rights | 0 | 15,000 |
Offering costs | 0 | (1,105) |
Net cash provided by financing activities | 51,713 | 21,266 |
Effect of exchange rate changes on cash and cash equivalents | 798 | 0 |
Net increase (decrease) in cash and cash equivalents | 5,812 | (9,646) |
Cash and cash equivalents at beginning of period | 13,390 | 18,499 |
Cash and cash equivalents at end of period | 19,202 | 8,853 |
Supplemental disclosure of cash flow information | ||
Interest payments on mortgage loan | (673) | 0 |
Supplemental schedule of non-cash investing and financing activities: | ||
Reclass of redeemable security to equity | 0 | 8,913 |
Deferred offering cost related to mortgage loan | 51 | 0 |
Reclassification of warrant liabilities related to cashless warrants exercise | 521 | 0 |
Reclassification of warrant liabilities related to warrants exercised for cash | 58 | 0 |
Interest payment on convertible note from escrow | 803 | 0 |
Issuance of common stock for debt conversion | 4,500 | 0 |
Issuance of common stock for conversion of accrued interest | 187 | 0 |
Redeemable security settlement | 299 | 0 |
Notes Payable and Accrued Expenses [Member] | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Issuance of common stock | 0 | 140 |
Cognate Bioservices [Member] | ||
Cash Flows from Financing Activities: | ||
Proceeds from issuance common stock and warrants | 0 | 2,250 |
Supplemental schedule of non-cash investing and financing activities: | ||
Issuance of common stock | $ 0 | $ 8,835 |
Organization and Description of
Organization and Description of Business and Recent Developments | 6 Months Ended |
Jun. 30, 2015 | |
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 subsidiaries NW Bio Europe S.A.R.L, NW Bio Gmbh and Aracaris Capital, Ltd. (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 During the quarter ended June 30, 2015, the Company expanded its patient recruitment in the Phase III trial of DCVax-L for Glioblastoma multiforme (GBM) brain cancer. The Company conducted further product development activities and intellectual property filings. The Company undertook legal, regulatory, scientific and operational preparatory work for multiple Phase II trials which the Company anticipates launching during the second half of the year. The Company expanded and accelerated the engineering, systems design and development, infrastructure arrangements, land use and zoning, legal and contractual, regulatory analyses and other work related to development of new manufacturing capacity in Europe. On February 13, 2015, the Company entered into a mortgage loan agreement (“the Mortgage”) with Lancashire Mortgage Corporation Limited in UK for approximately $ 5.0 18 month 12 On April 2, 2015, the Company entered into a stock purchase agreement (the “Agreement”) with Woodford Investment Management LLP as agent for the CF Woodford Equity Income Fund and other clients (collectively, “Woodford”). Pursuant to the Agreement, the Company sold 5,405,405 shares of the Company’s unregistered common stock, par value $ 0.001 7.40 40,000 11,500 28,500 In April and June of 2015, an unrelated institutional investor elected to exchange $ 4.50 5.00 701,033 |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 6 Months Ended |
Jun. 30, 2015 | |
Liquidity [Abstract] | |
Liquidity and Financial Condition [Text Block] | 2. Liquidity and Financial Condition During the six months ended June 30, 2015, the Company used approximately $ 44.7 113.3 68.8 The Company had cash and cash equivalents of $ 19.2 95.3 (with $ 92.7 95.3 deficit comprised of non-cash derivative liabilities) 4.2 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 Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 3. Summary of Significant Accounting Policies 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 consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of June 30, 2015, condensed consolidated statements of operations for the three months and six months ended June 30, 2015 and 2014, condensed consolidated statements of comprehensive loss for the three months and six months ended June 30, 2015 and 2014, condensed consolidated statement of stockholders’ equity (deficit) for the six months ended June 30, 2015, and the condensed consolidated statements of cash flows for the six months ended June 30, 2015 and 2014 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three months and six months ended June 30, 2015 are not necessarily indicative of results to be expected for the year ending December 31, 2015 or for any future interim period. The condensed balance sheet at December 31, 2014 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2014, and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on March 17, 2015. The Company reclassified debt issuance costs from other long-term assets to long-term debt, net on the condensed consolidated balance sheets for all periods presented pursuant to early adoption of Accounting Standards Update ("ASU") No. 2015-03 - Simplifying the Presentation of Debt Issuance Costs. 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, valuing environmental liabilities, 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. The Company records environmental remediation liabilities for properties acquired. The environmental remediation liabilities are initially recorded at fair value. The liability is reduced for actual costs incurred in connection with the clean-up activities for each property. Upon completion of the clean-up, the environmental remediation liability is adjusted to equal the fair value of the remaining operation, maintenance and monitoring activities to be performed for the property. The amount of the liability resulting from the completion of the clean-up, if any, would be included in other income(expense). As of June 30, 2015, we estimate that the total environmental remediation costs associated with the purchase of the UK Facility will be approximately $ 6.2 6.2 4.5 32.0 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 six months ended June 30, 2015 and 2014, the Company recognized research and development costs (cash and non-cash combined) of $ 49.1 41.5 6.6 3.3 1.5 2 For the six months ended June 30, 2015 and 2014, the Company made cash payments of approximately $ 21.3 (with invoices generally being paid all in cash) and $ 12.4 4.2 2.7 For the six months ended June 30, 2015 and 2014, the Company incurred non-cash equity based compensation (restricted common stock and warrants) for the ongoing vesting (in equal monthly installments over 3 under 15.8 0.9 10.6 0.9 The value of the monthly vesting amounts was higher in the six months ended June 2015 than the period ended June 2014 because the price per share of the Company’s stock has risen to $ 9.93 The Company maintains operations in Germany, the United Kingdom and Canada. Assets and liabilities are translated into U.S. dollars using end of period exchange rates and revenues and expense are translated into U.S. dollars using weighted average rates. Foreign currency translation adjustments are reported as a separate component of Accumulated Other Comprehensive Loss within Shareholders’ Equity. During the six months ended June 30, 2015, the Company recorded $ 0.6 Foreign currency transaction losses are recognized in the Consolidated Statements of Operations as incurred. Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2014 Annual Report. In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-03 , Simplifying the Presentation of Debt Issuance Costs In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 4. Fair Value Measurements Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1 - Quoted prices for identical assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Level 2 - Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data. Level 2 also includes derivative contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from or corroborated by observable market data. Level 3 - Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for nonbinding single dealer quotes not corroborated by observable market data. The Company has various processes and controls in place to ensure that fair value is reasonably estimated. A model validation policy governs the use and control of valuation models used to estimate fair value. The Company performs due diligence procedures over third-party pricing service providers in order to support their use in the valuation process. Where market information is not available to support internal valuations, independent reviews of the valuations are performed and any material exposures are escalated through a management review process. While the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Fair value measured at June 30, 2015 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs June 30, 2015 (Level 1) (Level 2) (Level 3) Warrant liability $ 92,716 $ - $ - $ 92,716 Fair value measured at December 31, 2014 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs December 31, 2014 (Level 1) (Level 2) (Level 3) Warrant liability $ 44,742 $ - $ - $ 44,742 There were no transfers between Level 1, 2 or 3 during the six month period ended June 30, 2015. dated volatilities) inputs (in thousands). Warrant Liability Balance January 1, 2015 $ 44,742 Change in fair value 48,852 Cashless warrants exercise (521) Warrants exercised for cash (58) Redeemable security settlement (299) Balance June 30, 2015 $ 92,716 The Company’s warrant liabilities are measured at fair value using the Monte Carlo simulation valuation methodology. Date of valuation June 8, 2015* June 9, 2015* June 12, 2015* June 23, 2015* June 30, 2015 Strike price $ 5.97 $ 5.97 $ 5.97 $ 5.97 $2.40-$5.97 Volatility (annual) 66.4 % 66.4 % 66.4 % 66.4 % 66.4%-65.9 % Risk-free rate 1.2 % 1.3 % 1.3 % 1.2 % 1.0%-1.4 % Contractual term (years) 3.5 3.5 3.5 3.4 3.0-4.2 Dividend yield (per share) 0 % 0 % 0 % 0 % 0 % * Inputs for derivative warrants exercise for cash that were marked to fair value through the time of exercise. 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. |
Stock-based Compensation- Non-E
Stock-based Compensation- Non-Employees | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 5. Stock-based Compensation- Non-Employees Stock based payment expense (restricted common stock and warrants) to Cognate for the ongoing vesting over 3 Cognate services 15.8 0.9 10.6 0.9 4.4 1.5 9.93 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 6. Property and Equipment June 30, December 31, 2015 2014 Leasehold improvements $ 69 $ 69 Office furniture and equipment 25 25 Computer equipment and software 191 137 Construction in progress (property in the United Kingdom) 41,889 39,928 42,174 40,159 Less: accumulated depreciation (175) (160) $ 41,999 $ 39,999 Depreciation expense was approximately $ 15,000 6,000 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 7. Notes Payable 2014 Convertible Senior Notes The 2014 Convertible Senior Notes are due on August 15, 2017 6.60 The Company has remaining $ 1.8 During the six months ended June 30, 2015, $ 4.5 701,033 Three months ended Six months ended June 30, 2015 June 30, 2015 Contractual interest $ 135 $ 351 Accelerated interest associated with the converted portion of convertible senior notes into common stock 563 563 Amortization of debt issuance costs 107 212 Accelerated amortization of debt issuance cost due to the converted portion of convertible senior notes into common stock 234 234 Total interest expense on the convertible senior notes $ 1,039 $ 1,360 Mortgage Loan On February 13, 2015, the Company entered into a mortgage loan agreement (the “Mortgage”) with Lancashire Mortgage Corporation Limited in the UK to expand the facility to $ 12 7.75 1.5 12 5 3.25 0.1 Interest expense related to the February 13, 2015 and November 17, 2014 mortgage loans amounted to $ 0.6 0.9 0.3 0.6 0.1 0.3 Other Notes Payable March 31, December 31, 2015 2014 Notes payable - current 12% unsecured originally due July 2011 - in dispute (1) $ 934 $ 934 934 934 Convertible notes payable, net - current 6% unsecured (2) 135 135 8% unsecured note due 2014 (3) 53 53 188 188 Note payable 6% due on demand (4) 50 50 50 50 Total notes payable, net $ 1,172 $ 1,172 (2) This $0.135 million note as of June 30, 2015 consists of two separate 6% notes in the amounts of $0.110 million and $0.025 million. In regard to the $0.110 million note, the Company has made ongoing attempts to locate the creditor to repay or convert this note, but has been unable to locate the creditor to date. In regard 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 $0.053 million note was due May 25, 2014, and is currently past due. (4) This $0.050 million demand note as of June 30, 2015 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. |
Potentially Dilutive Securities
Potentially Dilutive Securities | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 8. Potentially Dilutive Securities Options, warrants, and convertible debt outstanding were all considered anti-dilutive for the three month and six month periods ended June 30, 2015 and 2014, due to net losses. For the six months ended June 30, 2015 2014 Common stock options 1,551 1,551 Over-allotment rights - 2,273 Common stock warrants - equity treatment 13,166 14,200 Common stock warrants - liability treatment 12,491 9,108 Convertible notes 2,135 81 Potentially dilutive securities 29,343 27,213 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 9. Related Party Transactions Cognate BioServices, Inc. Under the January 17, 2014 DCVax®-L Manufacturing Services Agreement and the DCVax-Direct Agreement, if the Company, in breach of the Agreements, shuts down or suspends its DCVax-L program or DCVax-Direct program with Cognate, 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 • At any time after receiving the equivalent of a marketing authorization for DCVax®-L in any jurisdiction, the fee shall be $ 5 For the six months ended June 30, 2015, the Company made net disbursements to Cognate of approximately $ 21.3 As of June 30, 2015 and December 31, 2014, the Company owed Cognate (including third party sub-contract amounts) approximately $ 4.2 5.7 T 318,116 8.1 2.7 Of note, in accordance with ASC 718, Stock Based Compensation |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 10. Stockholders’ Equity (Deficit) Common Stock Issuances First Quarter 2015 During the quarter ended March 31, 2015, the Company issued an aggregate of 888,187 3.7 During the quarter ended March 31, 2015, the Company issued 80,068 0.3 During the quarter ended March 31, 2015, the Company issued an aggregate of 385,000 0.5 Second Quarter 2015 On April 2, 2015, the Company entered into a stock purchase agreement (the “Agreement”) with Woodford Investment Management LLP as agent for the CF Woodford Equity Income Fund and other clients (collectively, “Woodford”). Pursuant to the Agreement, the Company agreed to sell, and Woodford agreed to purchase, 5,405,405 0.001 7.40 40 1,554,054 11.5 April 8, 2015 3,851,351 28.5 May 1, 2015 During the quarter ended June 30, 2015, the Company converted $ 4.5 701,033 During the quarter ended June 30, 2015, the Company issued an aggregate of 723,422 3.1 9,200 0.06 During the quarter ended June 30, 2015, the Company issued an aggregate of 183,895 During the quarter ended June 30, 2015, the Company issued an aggregate of 85,228 0.7 During the quarter ended June 30, 2015, the Company issued an aggregate of 318,116 8.1 Stock Purchase Warrants Number of Weighted Average Warrants Exercise Price Outstanding as of December 31, 2014 29,385 $ 4.72 Warrants exercised for cash (1,611) 4.18 Warrants exercised on a cashless basis* (302) 3.94 Warrant adjustment due to Cognate price reset 62 3.35 Warrants expired and cancellation (2,134) 4.63 Adjustment related to prior issued warrants 257 4.31 Outstanding as of June 30, 2015 ** 25,657 $ 4.76 *The warrants contain “down round protection” and the Company classifies these warrant instruments as liabilities measured at fair value and re-measures these instruments at fair value each reporting period. ** Approximately 14,323,003 3.3 4.2 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 11. Subsequent Events The Company reviewed its activities and concluded that no subsequent events have occurred that would require recognition in our condensed consolidated financial statements or in the notes to our condensed consolidated financial statements. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
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 consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of June 30, 2015, condensed consolidated statements of operations for the three months and six months ended June 30, 2015 and 2014, condensed consolidated statements of comprehensive loss for the three months and six months ended June 30, 2015 and 2014, condensed consolidated statement of stockholders’ equity (deficit) for the six months ended June 30, 2015, and the condensed consolidated statements of cash flows for the six months ended June 30, 2015 and 2014 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three months and six months ended June 30, 2015 are not necessarily indicative of results to be expected for the year ending December 31, 2015 or for any future interim period. The condensed balance sheet at December 31, 2014 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2014, and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on March 17, 2015. |
Reclassification, Policy [Policy Text Block] | Reclassifications The Company reclassified debt issuance costs from other long-term assets to long-term debt, net on the condensed consolidated balance sheets for all periods presented pursuant to early adoption of Accounting Standards Update ("ASU") No. 2015-03 - Simplifying the Presentation of Debt Issuance Costs. |
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, valuing environmental liabilities, 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. |
Environmental Cost, Expense Policy [Policy Text Block] | The Company records environmental remediation liabilities for properties acquired. The environmental remediation liabilities are initially recorded at fair value. The liability is reduced for actual costs incurred in connection with the clean-up activities for each property. Upon completion of the clean-up, the environmental remediation liability is adjusted to equal the fair value of the remaining operation, maintenance and monitoring activities to be performed for the property. The amount of the liability resulting from the completion of the clean-up, if any, would be included in other income(expense). As of June 30, 2015, we estimate that the total environmental remediation costs associated with the purchase of the UK Facility will be approximately $ 6.2 6.2 4.5 32.0 |
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 six months ended June 30, 2015 and 2014, the Company recognized research and development costs (cash and non-cash combined) of $ 49.1 41.5 6.6 3.3 1.5 2 For the six months ended June 30, 2015 and 2014, the Company made cash payments of approximately $ 21.3 (with invoices generally being paid all in cash) and $ 12.4 4.2 2.7 For the six months ended June 30, 2015 and 2014, the Company incurred non-cash equity based compensation (restricted common stock and warrants) for the ongoing vesting (in equal monthly installments over 3 under 15.8 0.9 10.6 0.9 The value of the monthly vesting amounts was higher in the six months ended June 2015 than the period ended June 2014 because the price per share of the Company’s stock has risen to $ 9.93 |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | The Company maintains operations in Germany, the United Kingdom and Canada. Assets and liabilities are translated into U.S. dollars using end of period exchange rates and revenues and expense are translated into U.S. dollars using weighted average rates. Foreign currency translation adjustments are reported as a separate component of Accumulated Other Comprehensive Loss within Shareholders’ Equity. During the six months ended June 30, 2015, the Company recorded $ 0.6 Foreign currency transaction losses are recognized in the Consolidated Statements of Operations as incurred. |
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 2014 Annual Report. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-03 , Simplifying the Presentation of Debt Issuance Costs In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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, 2015 and December 31, 2014 (in thousands): Fair value measured at June 30, 2015 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs June 30, 2015 (Level 1) (Level 2) (Level 3) Warrant liability $ 92,716 $ - $ - $ 92,716 Fair value measured at December 31, 2014 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs December 31, 2014 (Level 1) (Level 2) (Level 3) Warrant liability $ 44,742 $ - $ - $ 44,742 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table presents changes in Level 3 liabilities measured at fair value for the six month period ended June 30, 2015. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands). Warrant Liability Balance January 1, 2015 $ 44,742 Change in fair value 48,852 Cashless warrants exercise (521) Warrants exercised for cash (58) Redeemable security settlement (299) Balance June 30, 2015 $ 92,716 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | 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 six months ended June 30, 2015 is as follows: Date of valuation June 8, 2015* June 9, 2015* June 12, 2015* June 23, 2015* June 30, 2015 Strike price $ 5.97 $ 5.97 $ 5.97 $ 5.97 $2.40-$5.97 Volatility (annual) 66.4 % 66.4 % 66.4 % 66.4 % 66.4%-65.9 % Risk-free rate 1.2 % 1.3 % 1.3 % 1.2 % 1.0%-1.4 % Contractual term (years) 3.5 3.5 3.5 3.4 3.0-4.2 Dividend yield (per share) 0 % 0 % 0 % 0 % 0 % * Inputs for derivative warrants exercise for cash that were marked to fair value through the time of exercise. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consist of the following at June 30, 2015 and December 31, 2014 (in thousands): June 30, December 31, 2015 2014 Leasehold improvements $ 69 $ 69 Office furniture and equipment 25 25 Computer equipment and software 191 137 Construction in progress (property in the United Kingdom) 41,889 39,928 42,174 40,159 Less: accumulated depreciation (175) (160) $ 41,999 $ 39,999 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Interest Income and Interest Expense Disclosure [Table Text Block] | The following table shows the details of interest expenses related to 2014 Convertible Senior Notes for the three and six months ended June 30, 2015 (in thousands): Three months ended Six months ended June 30, 2015 June 30, 2015 Contractual interest $ 135 $ 351 Accelerated interest associated with the converted portion of convertible senior notes into common stock 563 563 Amortization of debt issuance costs 107 212 Accelerated amortization of debt issuance cost due to the converted portion of convertible senior notes into common stock 234 234 Total interest expense on the convertible senior notes $ 1,039 $ 1,360 |
Schedule of Debt [Table Text Block] | Notes payable consist of the following at June 30, 2015 and December 31, 2014 (in thousands): March 31, December 31, 2015 2014 Notes payable - current 12% unsecured originally due July 2011 - in dispute (1) $ 934 $ 934 934 934 Convertible notes payable, net - current 6% unsecured (2) 135 135 8% unsecured note due 2014 (3) 53 53 188 188 Note payable 6% due on demand (4) 50 50 50 50 Total notes payable, net $ 1,172 $ 1,172 (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, 2015 consists of two separate 6% notes in the amounts of $0.110 million and $0.025 million. In regard to the $0.110 million note, the Company has made ongoing attempts to locate the creditor to repay or convert this note, but has been unable to locate the creditor to date. In regard 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 $0.053 million note was due May 25, 2014, and is currently past due. (4) This $0.050 million demand note as of June 30, 2015 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. |
Potentially Dilutive Securiti23
Potentially Dilutive Securities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 for the periods presented (in thousands): For the six months ended June 30, 2015 2014 Common stock options 1,551 1,551 Over-allotment rights - 2,273 Common stock warrants - equity treatment 13,166 14,200 Common stock warrants - liability treatment 12,491 9,108 Convertible notes 2,135 81 Potentially dilutive securities 29,343 27,213 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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, 2015 (in thousands): Number of Weighted Average Warrants Exercise Price Outstanding as of December 31, 2014 29,385 $ 4.72 Warrants exercised for cash (1,611) 4.18 Warrants exercised on a cashless basis* (302) 3.94 Warrant adjustment due to Cognate price reset 62 3.35 Warrants expired and cancellation (2,134) 4.63 Adjustment related to prior issued warrants 257 4.31 Outstanding as of June 30, 2015 ** 25,657 $ 4.76 *The warrants contain “down round protection” and the Company classifies these warrant instruments as liabilities measured at fair value and re-measures these instruments at fair value each reporting period. ** Approximately 14,323,003 3.3 4.2 |
Organization and Description 25
Organization and Description of Business and Recent Developments (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
May. 01, 2015 | Apr. 08, 2015 | Apr. 02, 2015 | Feb. 13, 2015 | Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Common Stock, Par Or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Stock Issued During Period, Value, New Issues | $ 40,000 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 701,033 | ||||||
Subsequent Event [Member] | |||||||
Debt Conversion, Original Debt, Amount | $ 4,500 | ||||||
Debt Conversion, Converted Instrument, Rate | 5.00% | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 701,033 | ||||||
Woodford [Member] | Subsequent Event [Member] | |||||||
Common Stock, Par Or Stated Value Per Share | 0.001 | ||||||
Sale of Stock, Price Per Share | $ 7.40 | ||||||
Stock Issued During Period, Value, New Issues | $ 28,500 | $ 11,500 | $ 40,000 | ||||
Lancashire Mortgage Corporation Limited [Member] | |||||||
Bridge Loan | $ 5,000 | ||||||
Short-term Debt, Terms | 18 month | ||||||
Short-term Debt, Percentage Bearing Fixed Interest Rate | 12.00% |
Liquidity and Financial Condi26
Liquidity and Financial Condition (Details Textual) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Liquidity and Financial Condition [Line Items] | ||
Net Cash Provided By (Used In) Operating Activities | $ (44,684) | $ (27,498) |
Share Based Compensation Aggregate Non Cash Charges For The Non Cash Interest Associated With The Accretion Of Our Convertible Notes Discount Net | 68,800 | |
Cash Equivalents, at Carrying Value | 19,200 | |
Current Assets Less Payables | 95,300 | |
Convertible Notes Payable Related Parties | 4,200 | |
Working Capital Deficit | 113,300 | |
Derivative Liability | 92,700 | |
Noncash Derivative Liability | $ 95,300 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Summary of Significant Accounting Policies [Line Items] | ||||
Research and Development Expense | $ 29,434 | $ 21,549 | $ 49,137 | $ 41,535 |
Cash payments | 21,300 | 12,400 | ||
Cash payments for services | 4,200 | 2,700 | ||
Accrued Environmental Loss Contingencies, Noncurrent | 6,200 | 6,200 | ||
Payments to Acquire in Process Research and Development | 49,100 | 41,500 | ||
Site Contingency, Loss Exposure in Excess of Accrual, High Estimate | 4,500 | |||
Site Contingency, Loss Exposure in Excess of Accrual, Low Estimate | 32,000 | |||
Site Contingency, Loss Exposure in Excess of Accrual, Best Estimate | 6,200 | |||
Foreign Currency Transaction Gain (Loss), Realized | $ (661) | $ 0 | $ (312) | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 9.93 | |||
Cognate Bioservices [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | 3 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested | $ 15,800 | $ 10,600 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 0.9 | 0.9 | ||
Clinical Site [Member] | CRO fees [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Research and Development Expense | $ 6,600 | $ 3,300 | ||
Clinical Site [Member] | Site Fees [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Research and Development Expense | $ 1,500 | $ 2,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 92,716 | $ 44,742 |
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 | $ 92,716 | $ 44,742 |
Fair Value Measurements (Deta29
Fair Value Measurements (Details 1) - Warrant Liability [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | $ 44,742 |
Change in fair value | 48,852 |
Cashless warrants exercise | (521) |
Warrants exercised for cash | (58) |
Redeemable security settlement | (299) |
Balance | $ 92,716 |
Fair Value Measurements (Deta30
Fair Value Measurements (Details 2) - Jun. 30, 2015 - $ / shares | Total | |
Quantitative Information One [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | [1] | $ 5.97 |
Volatility (annual) | [1] | 66.40% |
Risk-free rate | [1] | 1.20% |
Contractual term (years) | [1] | 3 years 6 months |
Dividend yield (per share) | [1] | 0.00% |
Quantitative Information Two [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | [1] | $ 5.97 |
Volatility (annual) | [1] | 66.40% |
Risk-free rate | [1] | 1.30% |
Contractual term (years) | [1] | 3 years 6 months |
Dividend yield (per share) | [1] | 0.00% |
Quantitative Information Three [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | [1] | $ 5.97 |
Volatility (annual) | [1] | 66.40% |
Risk-free rate | [1] | 1.30% |
Contractual term (years) | [1] | 3 years 6 months |
Dividend yield (per share) | [1] | 0.00% |
Quantitative Information Four [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | [1] | $ 5.97 |
Volatility (annual) | [1] | 66.40% |
Risk-free rate | [1] | 1.20% |
Contractual term (years) | [1] | 3 years 4 months 24 days |
Dividend yield (per share) | [1] | 0.00% |
Quantitative Information Five [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Dividend yield (per share) | 0.00% | |
Quantitative Information Five [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | $ 5.97 | |
Volatility (annual) | 65.90% | |
Risk-free rate | 1.40% | |
Contractual term (years) | 4 years 2 months 12 days | |
Quantitative Information Five [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | $ 2.40 | |
Volatility (annual) | 66.40% | |
Risk-free rate | 1.00% | |
Contractual term (years) | 3 years | |
[1] | Inputs for derivative warrants exercise for cash that were marked to fair value through the time of exercise. |
Stock-based Compensation- Non31
Stock-based Compensation- Non-Employees (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 4.4 | $ 4.4 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 6 months | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 9.93 | ||
Cognate Bioservices [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | 3 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested | $ 15.8 | $ 10.6 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 0.9 | 0.9 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment, Gross | $ 42,174 | $ 40,159 |
Less: accumulated depreciation | (175) | (160) |
Property, Plant and Equipment, Net | 41,999 | 39,999 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment, Gross | 69 | 69 |
Office furniture and equipment [Member] | ||
Property, Plant and Equipment, Gross | 25 | 25 |
Computer equipment and software [Member] | ||
Property, Plant and Equipment, Gross | 191 | 137 |
Construction in Progress [Member] | ||
Property, Plant and Equipment, Gross | $ 41,889 | $ 39,928 |
Property and Equipment (Detai33
Property and Equipment (Details Textual) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Depreciation | $ 15,000 | $ 6,000 |
Notes Payable (Details)
Notes Payable (Details) - Jun. 30, 2015 - USD ($) $ in Thousands | Total | Total |
Contractual interest | $ 135 | $ 351 |
Accelerated interest associated with the converted portion of convertible senior notes into common stock | 563 | 563 |
Amortization of debt issuance costs | 107 | 212 |
Accelerated amortization of debt issuance cost due to the converted portion of convertible senior notes into common stock | 234 | 234 |
Total interest expense on the convertible senior notes | $ 1,039 | $ 1,360 |
Notes Payable (Details 1)
Notes Payable (Details 1) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Notes payable - current | $ 934 | $ 934 | |
Convertible notes payable, net - current | 238 | 238 | |
Notes payable | 50 | 50 | |
Total notes payable, net | 1,172 | 1,172 | |
Notes Payable Current, Unsecured, Issued One [Member] | |||
Debt Instrument [Line Items] | |||
Notes payable - current | [1] | 934 | 934 |
Convertible Notes Payable Current, Unsecured, Issued One [Member] | |||
Debt Instrument [Line Items] | |||
Convertible notes payable, net - current | [2] | 135 | 135 |
Convertible Notes Payable Current Unsecured Issued Two [Member] | |||
Debt Instrument [Line Items] | |||
Convertible notes payable, net - current | [3] | 53 | 53 |
Note Payable [Member] | |||
Debt Instrument [Line Items] | |||
Notes payable | [4] | $ 50 | $ 50 |
[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, 2015 consists of two separate 6% notes in the amounts of $0.110 million and $0.025 million. In regard to the $0.110 million note, the Company has made ongoing attempts to locate the creditor to repay or convert this note, but has been unable to locate the creditor to date. In regard 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 $0.053 million note was due May 25, 2014, and is currently past due. | ||
[4] | This $0.050 million demand note as of June 30, 2015 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) - Subsequent Event Type [Domain] € in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Feb. 13, 2015USD ($) | Jun. 30, 2015USD ($)shares | Jun. 30, 2015USD ($)shares | Feb. 13, 2015EUR (€) | |
Debt Instrument [Line Items] | ||||
Debt Conversion, Converted Instrument, Amount | $ 4,500 | |||
Debt Conversion, Converted Instrument, Shares Issued | shares | 701,033 | |||
Interest Expense, Debt | $ 563 | $ 563 | ||
Write off of Deferred Debt Issuance Cost | 234 | 234 | ||
Mortgages [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest Expense, Debt | 600 | 900 | ||
Write off of Deferred Debt Issuance Cost | 100 | 300 | ||
Second Mortgage [Member] | ||||
Debt Instrument [Line Items] | ||||
Short-term Debt | $ 12,000 | € 7,750 | ||
Senior Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Conversion, Converted Instrument, Amount | $ 4,500 | |||
Debt Conversion, Converted Instrument, Shares Issued | shares | 701,033 | |||
Debt Instrument, Maturity Date | Aug. 15, 2017 | |||
Debt Instrument, Convertible, Conversion Ratio | 6.60 | |||
Debt Conversion, Description | 701,033 | |||
Escrow Deposit | $ 1,800 | $ 1,800 | ||
Notes Payable Current, Unsecured, Issued One [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||
Notes Payable Current Unsecured Issued Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | ||
Notes Payable Current, Unsecured, Issued Three [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||
Unsecured Notes Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | ||
Bridge Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Initial Loan Amount Received | 5,000 | € 3,250 | ||
Deferred Finance Costs, Net | $ 100 | |||
Bridge Loan [Member] | Second Mortgage [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||
Debt Instrument, Term | 1 year 6 months | |||
12% Coupon [Member] | Mortgages [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest Expense, Debt | $ 300 | $ 600 |
Potentially Dilutive Securiti37
Potentially Dilutive Securities (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Potentially dilutive securities | 29,343 | 27,213 |
Common stock options [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Potentially dilutive securities | 1,551 | 1,551 |
Over-allotment rights [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Potentially dilutive securities | 0 | 2,273 |
Common stock warrants - equity treatment [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Potentially dilutive securities | 13,166 | 14,200 |
Common stock warrants - liability treatment [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Potentially dilutive securities | 12,491 | 9,108 |
Convertible notes [Member] | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Potentially dilutive securities | 2,135 | 81 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | ||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 3,389 | |
Common Stock [Member] | ||
Related Party Transaction [Line Items] | ||
Stock Issued During Period, Value, Share-based Compensation, Gross | 0 | |
Cognate Bioservices [Member] | ||
Related Party Transaction [Line Items] | ||
Research and Development Arrangement, Contract to Perform for Others, Costs Incurred, Gross | 4,200 | $ 5,700 |
One Time Charges Of Service Agreement | 21,300 | |
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 2,700 | |
Stock Issued During Period, Shares, Issued for Services | 8,100,000 | |
Cognate Bioservices [Member] | Condition Two [Member] | ||
Related Party Transaction [Line Items] | ||
Contingent Liability DCVax-L Manufacturing Services Agreement Amount | $ 3,000 | |
Cognate Bioservices [Member] | Condition Three [Member] | ||
Related Party Transaction [Line Items] | ||
Contingent Liability DCVax-L Manufacturing Services Agreement Amount | $ 5,000 | |
Cognate Bioservices [Member] | Common Stock [Member] | ||
Related Party Transaction [Line Items] | ||
Stock Issued During Period, Shares, Issued for Services | 318,116 |
Stockholders' Equity (Deficit39
Stockholders' Equity (Deficit) (Details) - 6 months ended Jun. 30, 2015 shares in Thousands | $ / Unitshares | |
Shareholders Deficit [Line Items] | ||
Number of Warrants, Outstanding as of December 31, 2014 | 29,385 | |
Number of Warrants, Warrants exercised for cash | (1,611) | |
Number of Warrants, Warrants exercised on a cashless basis | [1] | (302) |
Number of Warrants, Warrant adjustment due to Cognate price reset | 62 | |
Number of Warrants, Expired in first quarter of 2015 | (2,134) | |
Number of Warrants, Adjustment related to prior issued warrants | 257 | |
Number of Warrants, Outstanding as of March 31, 2015 | [2] | 25,657 |
Weighted Average Exercise Price - Outstanding as of December 31, 2014 | $ / Unit | 4.72 | |
Weighted Average Exercise Price - Warrants exercised for cash | $ / Unit | 4.18 | |
Weighted average exercise Price - Warrants exercised on a cashless basis | $ / Unit | [1] | 3.94 |
Weighted Average Exercise Price - Warrant adjustment due to Cognate price reset | $ / Unit | 3.35 | |
Weighted Average Exercise Price - Expired in first quarter of 2015 | $ / Unit | 4.63 | |
Weighted Average Exercise Price - Adjustment related to prior issued warrants | $ / Unit | 4.31 | |
Weighted Average Exercise Price - Outstanding as of March 31, 2015 | $ / Unit | [2] | 4.76 |
[1] | The warrants contain “down round protection” and the Company classifies these warrant instruments as liabilities measured at fair value and re-measures these instruments at fair value each reporting period. | |
[2] | Approximately 14,323,003 warrants issued to Cognate, during the 8-year period from 2008 through 2015, with a weighted average exercise price and remaining contractual term of $3.3 and 4.2 years, respectively. The weighted average exercise price gives effect to adjustments related to the most favored nation clause in these warrants |
Stockholders' Equity (Deficit40
Stockholders' Equity (Deficit) (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 84 Months Ended | |||||
May. 01, 2015 | Apr. 08, 2015 | Apr. 02, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | |
Shareholders Deficit [Line Items] | |||||||||
Fair value of Warrants at Issuance Date | $ 500 | $ 500 | |||||||
Shares Issued, Price Per Share | $ 7.40 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 888,187 | ||||||||
Proceeds from Warrant Exercises | $ 3,100 | $ 3,700 | $ 6,792 | $ 3,087 | |||||
Debt Conversion, Converted Instrument, Amount | $ 4,500 | ||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 3,389 | ||||||||
Warrants Issued During Period | 14,323,003 | ||||||||
Warrants Issued, Weighted Average Exercise Price Per Warrant | $ 3.3 | ||||||||
Warrants Issued, Weighted Average Remaining Contractual Term | 4 years 2 months 12 days | ||||||||
Fair Value Of Common Stock Issued For Redemption of Redeemable Securities | $ 300 | ||||||||
Stock Issued During Period, Shares, Other | 80,068 | ||||||||
Stock Issued During Period, Shares, Cashless Exercise of Warrants | 385,000 | ||||||||
Stock Issued During Period, Shares, Acquisitions | 5,405,405 | ||||||||
Common Stock, Par Or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Stock Issued During Period, Value, Acquisitions | $ 40,000 | ||||||||
Stock Issued During Period, Exercise Of Warrants | 723,422 | ||||||||
Stock Issued During Period, Shares, Extinguishment of warrant liabilities | 9,200 | ||||||||
Stock Issued During Period, Value, Extinguishment of warrant liabilities | $ 60 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 701,033 | ||||||||
Sale of Stock Closing One [Member] | |||||||||
Shareholders Deficit [Line Items] | |||||||||
Stock Issued During Period, Shares, Acquisitions | 3,851,351 | 1,554,054 | |||||||
Stock Issued During Period, Value, Acquisitions | $ 28,500 | $ 11,500 | |||||||
Sale of Stock, Transaction Date | May 1, 2015 | Apr. 8, 2015 | |||||||
Cognate Bioservices [Member] | |||||||||
Shareholders Deficit [Line Items] | |||||||||
Stock Issued During Period, Shares, Issued for Services | 8,100,000 | ||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 2,700 | ||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 318,000 | ||||||||
Multiple Investors [Member] | |||||||||
Shareholders Deficit [Line Items] | |||||||||
Stock Issued During Period, Exercise Of Warrants | 183,895 | ||||||||
individual Investors [Member] | |||||||||
Shareholders Deficit [Line Items] | |||||||||
Stock Issued During Period Shares Exercise of Warrant | 85,228 | ||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 700 | ||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 85,000 | ||||||||
Common Stock [Member] | |||||||||
Shareholders Deficit [Line Items] | |||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 0 | ||||||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 403,000 | ||||||||
Common Stock [Member] | Cognate Bioservices [Member] | |||||||||
Shareholders Deficit [Line Items] | |||||||||
Stock Issued During Period, Shares, Issued for Services | 318,116 |