Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 05, 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 | 92,358,087 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 5,392 | $ 13,390 |
Restricted cash - interest payments held in escrow | 747 | 865 |
Prepaid expenses and other current assets | 950 | 387 |
Total current assets | 7,089 | 14,642 |
Non-current assets: | ||
Property, plant and equipment, net | 43,965 | 39,999 |
Restricted cash - interest payments held in escrow, net of current portion | 488 | 1,760 |
Other assets | 97 | 55 |
Total non-current assets | 44,550 | 41,814 |
Total assets | 51,639 | 56,456 |
Current liabilities: | ||
Accounts payable | 15,564 | 9,826 |
Accounts payable to related party | 7,222 | 5,729 |
Accrued expenses (includes related party of $11 and $8 as of September 30, 2015 and December 31, 2014, respectively) | 1,069 | 1,211 |
Convertible notes, net (includes related party note of $50 and $50 as of September 30, 2015 and December 31, 2014, respectively) | 238 | 238 |
Note payable - in dispute | 934 | 934 |
Environmental remediation liability | 6,200 | 6,200 |
Derivative liability | 56,020 | 44,742 |
Total current liabilities | 87,247 | 68,880 |
Non-current liabilities: | ||
Convertible note (net of deferred financing cost of $528 and $1,123 as of September 30, 2015 and December 31, 2014, respectively) | 10,472 | 16,377 |
Mortgage loan (net of deferred financing cost of $619 and $862 as of September 30, 2015 and December 31, 2014, respectively) | 11,132 | 6,128 |
Other accrued expenses | 144 | 98 |
Total non-current liabilities | 21,748 | 22,603 |
Total liabilities | $ 108,995 | $ 91,483 |
Contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock ($0.001 par value); 40,000,000 shares authorized; 0 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | $ 0 | $ 0 |
Common stock ($0.001 par value); 450,000,000 shares authorized; 78,169,566 and 68,957,469 shares issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 78 | 69 |
Additional paid-in capital | 553,797 | 485,615 |
Accumulated deficit | (611,184) | (520,521) |
Accumulated other comprehensive loss | (47) | (190) |
Total stockholders' equity (deficit) | (57,356) | (35,027) |
Total liabilities and stockholders' equity (deficit) | $ 51,639 | $ 56,456 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Accrued expenses, related party net (in dollars) | $ 11 | $ 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 | 78,169,566 | 68,957,469 |
Common stock, shares outstanding | 78,169,566 | 68,957,469 |
Convertible Debt [Member] | ||
Deferred Finance Costs, Noncurrent, Net | $ 528 | $ 1,123 |
Mortgage Loan [Member] | ||
Deferred Finance Costs, Noncurrent, Net | $ 619 | $ 862 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues: | ||||
Research grant and other | $ 291 | $ 582 | $ 876 | $ 582 |
Total revenues | 291 | 582 | 876 | 582 |
Operating costs and expenses: | ||||
Research and development | 9,170 | 22,707 | 58,307 | 64,242 |
General and administrative | 4,334 | 4,483 | 17,467 | 12,059 |
Total operating costs and expenses | 13,504 | 27,190 | 75,774 | 76,301 |
Loss from operations | (13,213) | (26,608) | (74,898) | (75,719) |
Other income (expense): | ||||
Inducement expense | 0 | (8,166) | 0 | (18,506) |
Change in fair value of derivative liability | 36,490 | 14,002 | (12,362) | 1,702 |
Interest expense | (1,046) | (271) | (3,475) | (426) |
Foreign currency transaction loss | 384 | 0 | 72 | 0 |
Net income (loss) | $ 22,615 | $ (21,043) | $ (90,663) | $ (92,949) |
Net earnings (loss) per share applicable to common stockholders | ||||
Basic (in dollars per share) | $ 0.29 | $ (0.35) | $ (1.22) | $ (1.64) |
Diluted (in dollars per share) | $ 0.25 | $ (0.35) | $ (1.22) | $ (1.64) |
Weighted average shares used in computing basic earnings (loss) per share (in shares) | 78,062 | 60,604 | 74,394 | 56,838 |
Weighted average shares used in computing diluted earnings (loss) per share (in shares) | 89,821 | 60,604 | 74,394 | 56,838 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net income (loss) | $ 22,615 | $ (21,043) | $ (90,663) | $ (92,949) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | (461) | 0 | 143 | 0 |
Total comprehensive income (loss) | $ 22,154 | $ (21,043) | $ (90,520) | $ (92,949) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - 9 months ended Sep. 30, 2015 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Cumulative Translation Adjustment [Member] |
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) | 8,100 | 5,405 | |||
Redeemable securities settlement | $ 299 | $ 0 | 299 | 0 | 0 |
Redeemable securities settlement (in shares) | 80 | ||||
Issuance of common stock for debt conversion | 6,500 | $ 1 | 6,499 | 0 | 0 |
Issuance of common stock for debt conversion (in shares) | 985 | ||||
Issuance of common stock for conversion of accrued interest | 387 | $ 0 | 387 | 0 | 0 |
Issuance of common stock for conversion of accrued interest (in Shares) | 39 | ||||
Proceeds from warrants exercises | 7,431 | $ 2 | 7,429 | 0 | 0 |
Proceeds from warrants exercises (in shares) | 1,728 | ||||
Reclassification of warrant liabilities related to warrants exercised for cash | 264 | $ 0 | 264 | 0 | 0 |
Cashless warrants exercise | 521 | $ 1 | 520 | 0 | 0 |
Cashless warrants exercise (in shares) | 572 | ||||
Issuance of common stock as compensation | 3,389 | $ 0 | 3,389 | 0 | 0 |
Issuance of common stock as compensation (in Shares) | 403 | ||||
Stock issued to Cognate BioServices as compensation under Cognate Agreements | 9,400 | $ 0 | 9,400 | 0 | 0 |
Net loss | (90,663) | 0 | 0 | (90,663) | 0 |
Cumulative translation adjustment | 143 | 0 | 0 | 0 | 143 |
Balance at Sep. 30, 2015 | $ (57,356) | $ 78 | $ 553,797 | $ (611,184) | $ (47) |
Balance (in shares) at Sep. 30, 2015 | 78,169 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (90,663) | $ (92,949) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization | 44 | 352 |
Amortization of debt discount and accretion on redeemable securities | 0 | 71 |
Amortization of deferred financing cost | 1,013 | 50 |
Change in fair value of derivatives | 12,362 | (1,702) |
Accrued interest converted to common stock | 0 | 76 |
Stock and warrants issued to Cognate BioServices as compensation under Cognate Agreements | 9,400 | 18,656 |
Stock and warrants issued for services | 3,389 | 1,819 |
Inducement expense | 0 | 18,506 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (563) | (20) |
Accounts payable and accrued expenses | 7,083 | 3,654 |
Related party accounts payable and accrued expenses | 1,496 | 15,507 |
Deposits and other non-current assets | (42) | 0 |
Net cash used in operating activities | (56,481) | (35,980) |
Cash Flows from Investing Activities: | ||
Purchase of property, plant and equipment | (4,010) | (22,332) |
Funding of escrow - convertible notes | 0 | (2,625) |
Net cash used in investing activities | (4,010) | (24,957) |
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 | 287 | 0 |
Proceeds from issuance of convertible notes, net of deferred financing cost | 0 | 16,220 |
Repayment of convertible promissory notes | 0 | (25) |
Proceeds from exercise of warrants | 7,431 | 4,817 |
Proceeds from issuance common stock and warrants | 0 | 6,684 |
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 | 52,577 | 43,841 |
Effect of exchange rate changes on cash and cash equivalents | (84) | 0 |
Net decrease in cash and cash equivalents | (7,998) | (17,096) |
Cash and cash equivalents at beginning of period | 13,390 | 18,499 |
Cash and cash equivalents at end of period | 5,392 | 1,403 |
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 | 1,280 |
Initial value of interest make-whole derivative issued in connection with the convertible debt | 0 | 1,854 |
Environmental remediation liabilities | 0 | 1,600 |
Reclassification of warrant liabilities related to cashless warrants exercise | 521 | 0 |
Reclassification of warrant liabilities related to warrants exercised for cash | 264 | 0 |
Issuance of common stock for debt conversion | 6,500 | 0 |
Issuance of common stock for conversion of accrued interest | 387 | 0 |
Redeemable security settlement | 299 | 0 |
Mortgage Loan [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest Payments | (1,025) | 0 |
Notes Payable and Accrued Expenses [Member] | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Issuance of common stock | 0 | 165 |
Convertible Notes Payable [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest Payments | (1,103) | 0 |
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 | $ 16,780 |
Organization and Description of
Organization and Description of Business and Recent Developments | 9 Months Ended |
Sep. 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. On August 21, 2015, the Company issued a press release announcing that over 300 of the total 348 planned patients had been recruited into the Phase III trial of DCVax®-L for Glioblastoma multiforme, that all of these patients are continuing to be treated in accordance with the trial protocol, and that new screening of patient candidates for additional recruitment has been temporarily suspended while the Company submits certain information from the trial for regulatory review. The Company received various shareholder inquiries, asking whether the 300 patients are actually enrolled and being treated in the trial, or were just screened for the trial. On Monday, August 24, the Company responded to these inquiries and filed an 8-K containing its answer confirming that the 300 patients are actually enrolled and being treated in the trial. The Company also noted that being enrolled in the trial means not being in the Information Arm, and not being in the pseudo-progression arm, each of which are parallel with the trial but outside the trial. A shareholder inquiry also asked what information the Company is submitting to regulators. The 8-K also contained the answer that such submissions would not normally be discussed in the middle of a regulatory process or dialog, and that the Company plans to report when the process has been completed. |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 9 Months Ended |
Sep. 30, 2015 | |
Liquidity [Abstract] | |
Liquidity and Financial Condition [Text Block] | 2. Liquidity and Financial Condition During the nine months ended September 30, 2015, the Company used approximately $ 56.5 90.7 26.2 92.9 During the three months ended September 30, 2015, the Company used approximately 11.8 5.4 80.2 56.0 80.2 7.3 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 | 9 Months Ended |
Sep. 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 September 30, 2015, condensed consolidated statements of operations for the three months and nine months ended September 30, 2015 and 2014, condensed consolidated statements of comprehensive income (loss) for the three months and nine months ended September 30, 2015 and 2014, condensed consolidated statement of stockholders’ equity (deficit) for the nine months ended September 30, 2015, and the condensed consolidated statements of cash flows for the nine months ended September 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 nine months ended September 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 September 30, 2015, the Company estimated 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 three months ended September 30, 2015 and 2014, the Company made cash payments of approximately $7.1 million (with invoices generally being paid all in cash) and $1.4 million (with invoices generally being paid half in cash and half in stock), respectively, to Cognate BioServices, Inc. (“Cognate”) For the nine months ended September 30, 2015 and 2014, the Company made cash payments of approximately $ 28.4 12.8 7.2 5.7 For the nine months ended September 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 years) of the one-time initiation payments of shares and warrants under the four agreements the Company entered into with Cognate in January 2014. The vesting amounts during the nine months ended September 30, 2015 and 2014 were $ 9.4 1.3 6 1.2 6.25 (6.4) 0.9 3 The Company has operations in Germany, the United Kingdom and Canada, in addition to the U.S. Assets and liabilities are translated into U.S. dollars using end of period exchange rates and revenues and expenses are translated into U.S. dollars using weighted average rates. Foreign currency translation adjustments are reported as a separate component of accumulated other comprehensive income (loss) within stockholders’ equity (deficit). During the nine months ended September 30, 2015, the Company recorded $ 0.1 Foreign currency transaction losses are recognized in the Consolidated Statements of Operations as incurred. 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 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 4. Fair Value Measurements Fair value measured at September 30, 2015 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs September 30, 2015 (Level 1) (Level 2) (Level 3) Warrant liability $ 56,020 $ - $ - $ 56,020 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 nine month period ended September 30, 2015. dated volatilities) inputs (in thousands). Warrant Liability Balance January 1, 2015 $ 44,742 Change in fair value 12,362 Cashless warrants exercise (521) Warrants exercised for cash (264) Redeemable security settlement (299) Balance September 30, 2015 $ 56,020 Date of valuation January 1, 2015 September 30, 2015 Strike price $ 3.54 $ 3.51 Volatility (annual) 70.9 % 84.2 % Risk-free rate 1.8 % 1.0 % Contractual term (years) 5.0 3.4 Dividend yield (per share) 0 % 0 % During fiscal 2015 approximately 184,000 Date of valuation 2015 Warrants Exercises Strike price $ 4.30 Volatility (annual) 74.6 % Risk-free rate 0.5 % Contractual term (years) 2.1 Dividend yield (per share) 0 % 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 | 9 Months Ended |
Sep. 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 Related Party Stock based payment expense (restricted common stock and warrants) to Cognate for the ongoing vesting over 3 Cognate services was $ 9.4 1.3 and $ 6 1.2 for the nine months ended September 30, 2015 and 2014, respectively. For the three months ended September 30, 2015 and 2014, the vesting amounts were a credit to stock based compensation expense of $ (6.4) 0.9 2.8 1.3 6.25 The Company issued 318,116 2.7 Other The Company issued 85,228 0.7 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 6. Property, Plant and Equipment September 30, December 31, 2015 2014 Leasehold improvements $ 69 $ 69 Office furniture and equipment 25 25 Computer equipment and software 236 137 Construction in progress (property in the United Kingdom) 43,839 39,928 44,169 40,159 Less: accumulated depreciation (204) (160) $ 43,965 $ 39,999 Depreciation expense was approximately $ 44,000 352,000 29,000 346,000 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 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 $ 1.2 During the nine months ended September 30, 2015, $ 6.5 1,023,535 The following table shows the details of interest expenses related to 2014 Convertible Senior Notes for the three and nine months ended September 30, 2015 (in thousands): Three months ended Nine months ended September 30, 2015 September 30, 2015 Contractual interest $ 151 $ 502 Accelerated interest due to the conversion of convertible senior notes into common stock 200 763 Amortization of debt issuance costs 80 292 Accelerated amortization of debt issuance cost due to the conversion of convertible senior notes into common stock 68 302 Total interest expense on the convertible senior notes $ 499 $ 1,859 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 $ 0.5 1.4 0.4 1.0 12 0.1 0.4 Other Notes Payable September 30, 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 September 30, 2015 consists of two separate 6 (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 September 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. |
Net Earnings (Loss) Per Share
Net Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 8. Net Earnings (Loss) Per Share Basic and diluted earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share includes the determinants of basic net income per share and, in addition, gives effect to the potential dilution that would occur if securities or other contracts to issue common stock were exercised, vested or converted into common stock, unless they are anti-dilutive. Diluted weighted average common shares include common stock potentially issuable under our convertible notes, vested and unvested stock options and unvested RSUs. For the three months ended For the nine months ended September 30, September 30, 2015 2014 2015 2014 Net earnings (loss) - basic $ 22,615 $ (21,043) $ (90,663) $ (92,949) Interest on convertible senior notes 79 - - - Net earnings (loss) - diluted $ 22,694 $ (21,043) $ (90,663) $ (92,949) Weighted average shares outstanding - basic 78,062 60,604 74,394 56,838 Common stock warrants 12,373 - - - Convertible notes 1,811 - - - Less: unvested issued restricted stock (2,425) - - - Weighted average shares outstanding - diluted 89,821 60,604 74,394 56,838 Per share data: Basic $ 0.29 $ (0.35) $ (1.22) $ (1.64) Diluted $ 0.25 $ (0.35) $ (1.22) $ (1.64) For the periods where we reported losses, all common stock equivalents are excluded from the computation of diluted earnings (loss) per share, since the result would be anti-dilutive. For the nine months ended September 30, 2015 2014 Common stock options 1,551 1,551 Over-allotment rights - 2,273 Common stock warrants - equity treatment 12,929 14,200 Common stock warrants - liability treatment 12,434 9,108 Convertible notes 1,811 81 Potentially dilutive securities 28,725 27,213 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 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 nine months ended September 30, 2015 and September 30, 2014, respectively, the Company made net disbursements to Cognate of approximately $ 28.4 versus $ 12.8 For the three months ended September 30, 2015 and September 30, 2014, respectively, the Company made net disbursements to Cognate of approximately $ 7.1 1.4 As of September 30, 2015 and December 31, 2014, the Company owed Cognate (including third party sub-contract amounts) approximately $ 7.2 5.7 in the condensed consolidated balance sheets T he Company issued 318,116 8.1 2.7 8.1 Additionally, in connection with the Woodford Financing, the Company issued 681,884 3.8 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 9 Months Ended |
Sep. 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 Third Quarter 2015 During the quarter ended September 30, 2015, the Company issued an aggregate of 116,675 0.8 57,500 0.2 During the quarter ended September 30, 2015, the Company issued an aggregate of 2,566 During the quarter ended September 30, 2015, the Company converted $ 2 322,502 Stock Purchase Warrants Number of Weighted Average Warrants Exercise Price Outstanding as of December 31, 2014 29,385 $ 4.72 Warrants exercised for cash (1,678) 4.25 Warrants exercised on a cashless basis* (304) 3.96 Warrant adjustment due to Cognate price reset 62 3.35 Warrants expired and cancelled (2,382) 4.66 Adjustment related to prior issued warrants 280 4.41 Outstanding as of September 30, 2015 ** 25,363 $ 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 |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 11. Contingencies In 2014, as previously reported, the Company received demand letters from three purported individual shareholders seeking to inspect our corporate books and records pursuant to Section 220 of the Delaware General Corporation Law. The demand letters were all substantially similar, and claimed that their purpose is to investigate possible mismanagement and breaches of fiduciary duty by the Company’s directors and officers. They requested a range of documents. On November 13, 2014, one of the purported shareholders filed a complaint in the Delaware Court of Chancery seeking to enforce her books and records demand. The Company reached negotiated agreements and provided limited records, under confidentiality agreements. On July 16, 2015, the parties filed, and the court entered, a stipulation dismissing the case. On June 19, 2015, two of the purported shareholders filed a complaint purportedly suing on behalf of a class of similarly situated shareholders and derivatively on behalf of the Company in the Delaware Court of Chancery. The lawsuit names Cognate BioServices, Inc. (“Cognate”), Toucan Partners, Toucan Capital Fund III, our CEO Linda Powers and the Company’s Board of Directors as defendants, and names the Company as a “nominal defendant” with respect to the derivative claims. The complaint generally objects to certain transactions between the Company and Cognate and the Toucan entities, in which Cognate and the Toucan entities provided services and financing to the Company, or agreed to conversion of debts owed to them by the Company into equity. The complaint seeks unspecified monetary relief for the Company and the plaintiffs, and various forms of equitable relief, including disgorgement of allegedly improper benefits, rescission of the challenged transactions, and an order forbidding similar transactions in the future. On September 1, the Company and other named defendants filed motions to dismiss. In response, the plaintiffs filed an amended complaint on November 6. The Company disputes the allegations in the complaint and has not accrued for them. The Company intends to vigorously defend the case. However, there can be no assurance as to what the outcome of these claims will be, nor assurance that the outcome of these claims will not have a material adverse effect on the Company’s financial position and results from operations. On August 26, 2015, a purported shareholder of the Company filed a complaint purportedly suing on behalf of a class of similarly situated shareholders in the District Court for the District of Maryland. The lawsuit names the Company and Ms. Powers as defendants. The complaint generally claims that the defendants violated Section 10(b) and Section 20(a) of the Securities Exchange Act by making misleading statements and/or omissions on a variety of subjects, including the trial results for DCVax-Direct, the promotion of the Company’s stock, and information requests from German regulators. The complaint seeks unspecified damages, attorneys’ fees, and costs. On October 26, 2015, two purported shareholders of the Company filed a motion seeking appointment as lead plaintiff. The Company disputes the allegations in the complaint and has not accrued for them. The Company intends to vigorously defend the case. However, there can be no assurance as to what the outcome of these claims will be, nor assurance that the outcome of these claims will not have a material adverse effect on the Company’s financial position and results from operations. As previously reported, the Company previously received demand letters from two purported individual shareholders alleging “short swing” profits under Section 16(b) of the Exchange Act arising from Cognate awarding to some of its own employees some of the Company shares that Cognate owned, and arising from a convertible debt financing transaction in which the unrelated investor chose to convert the debt into shares of the Company stock owned by Cognate rather than being repaid in cash. However, prior to either of these demand letters, the Company had already filed a Form 8-K on December 19, 2014, in which it already disclosed this same information (which had been found in the course of a joint review by Cognate and the Company), already agreed with Cognate on the disgorgement of those deemed profits ($448,681) by Cognate and resolved the matter. The Company believes that the payment by Cognate fully resolved the matters, and so informed the purported shareholders who sent the demand letters. In April, 2015, one of those purported individual shareholders filed a complaint against the Company and Cognate in the District Court for the Southern District of New York. The same plaintiff had previously filed such a complaint and then withdrew it to amend it. The complaint seeks to force disgorgement of a larger amount, which the plaintiff alleges is unknown but is estimated to be approximately $ 1.4 On September 23, 2015, the parties entered a Stipulation of Settlement and filed it with the Court. Under the terms of the Stipulation of Settlement, which is subject to the Court’s approval, the plaintiff shall dismiss the action with prejudice against Cognate and fully and finally release Cognate from all claims that were or could have been asserted in the action, and Cognate shall pay to the Company the amount of $ 500,000 125,000 125,000 500,000 On October 23, 2015, the plaintiff submitted to the Court an unopposed motion in support of the Stipulation of Settlement. The Court has ordered that all other case events are suspended pending its review of the proposed settlement. The Company expects the Court to approve the settlement. However, there can be no assurance of that outcome nor assurance that the outcome of these claims will not have a material adverse effect on the Company’s financial position and results from operation. From time to time, the Company is a party to legal proceedings arising in the ordinary course of business. We are not currently a party to any other legal proceedings that we believe could have a material adverse effect on financial condition or results of operations. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 12. Subsequent Events Private Investment in Public Equity Effective October 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 issued 5,454,545 0.001 5.50 30 Additionally, in connection with the Woodford Financing, the Company issued 681,884 3.8 8.1 D emand Loan On October 8, 2015, Leslie J. Goldman, an officer of the Company, loaned the Company $ 400 8 On October 22, 2015, Cognate loaned the Company $ 1,000,000 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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 September 30, 2015, condensed consolidated statements of operations for the three months and nine months ended September 30, 2015 and 2014, condensed consolidated statements of comprehensive income (loss) for the three months and nine months ended September 30, 2015 and 2014, condensed consolidated statement of stockholders’ equity (deficit) for the nine months ended September 30, 2015, and the condensed consolidated statements of cash flows for the nine months ended September 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 nine months ended September 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] | 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] | Environmental Remediation Liabilities 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 September 30, 2015, the Company estimated 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 three months ended September 30, 2015 and 2014, the Company made cash payments of approximately $7.1 million (with invoices generally being paid all in cash) and $1.4 million (with invoices generally being paid half in cash and half in stock), respectively, to Cognate BioServices, Inc. (“Cognate”) For the nine months ended September 30, 2015 and 2014, the Company made cash payments of approximately $ 28.4 12.8 7.2 5.7 For the nine months ended September 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 years) of the one-time initiation payments of shares and warrants under the four agreements the Company entered into with Cognate in January 2014. The vesting amounts during the nine months ended September 30, 2015 and 2014 were $ 9.4 1.3 6 1.2 6.25 (6.4) 0.9 3 |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | The Company has operations in Germany, the United Kingdom and Canada, in addition to the U.S. Assets and liabilities are translated into U.S. dollars using end of period exchange rates and revenues and expenses are translated into U.S. dollars using weighted average rates. Foreign currency translation adjustments are reported as a separate component of accumulated other comprehensive income (loss) within stockholders’ equity (deficit). During the nine months ended September 30, 2015, the Company recorded $ 0.1 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] | In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-03 , Simplifying the Presentation of Debt Issuance Costs |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
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 September 30, 2015 and December 31, 2014 (in thousands): Fair value measured at September 30, 2015 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs September 30, 2015 (Level 1) (Level 2) (Level 3) Warrant liability $ 56,020 $ - $ - $ 56,020 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 nine month period ended September 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 12,362 Cashless warrants exercise (521) Warrants exercised for cash (264) Redeemable security settlement (299) Balance September 30, 2015 $ 56,020 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | Date of valuation January 1, 2015 September 30, 2015 Strike price $ 3.54 $ 3.51 Volatility (annual) 70.9 % 84.2 % Risk-free rate 1.8 % 1.0 % Contractual term (years) 5.0 3.4 Dividend yield (per share) 0 % 0 % |
Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The warrants were marked to market through other income (expense) and the balances were reclassified as stockholder’ equity (deficit) at the point of exercise. A summary of weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring warrant exercises through the nine months ended September 30, 2015 is as follows: Date of valuation 2015 Warrants Exercises Strike price $ 4.30 Volatility (annual) 74.6 % Risk-free rate 0.5 % Contractual term (years) 2.1 Dividend yield (per share) 0 % |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consist of the following at September 30, 2015 and December 31, 2014 (in thousands): September 30, December 31, 2015 2014 Leasehold improvements $ 69 $ 69 Office furniture and equipment 25 25 Computer equipment and software 236 137 Construction in progress (property in the United Kingdom) 43,839 39,928 44,169 40,159 Less: accumulated depreciation (204) (160) $ 43,965 $ 39,999 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2015 (in thousands): Three months ended Nine months ended September 30, 2015 September 30, 2015 Contractual interest $ 151 $ 502 Accelerated interest due to the conversion of convertible senior notes into common stock 200 763 Amortization of debt issuance costs 80 292 Accelerated amortization of debt issuance cost due to the conversion of convertible senior notes into common stock 68 302 Total interest expense on the convertible senior notes $ 499 $ 1,859 |
Schedule of Debt [Table Text Block] | Notes payable consist of the following at September 30, 2015 and December 31, 2014 (in thousands): September 30, 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 September 30, 2015 consists of two separate 6 (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 September 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. |
Net Earnings (Loss) Per Share (
Net Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of earnings (loss) per share (amounts in thousands except per share data): For the three months ended For the nine months ended September 30, September 30, 2015 2014 2015 2014 Net earnings (loss) - basic $ 22,615 $ (21,043) $ (90,663) $ (92,949) Interest on convertible senior notes 79 - - - Net earnings (loss) - diluted $ 22,694 $ (21,043) $ (90,663) $ (92,949) Weighted average shares outstanding - basic 78,062 60,604 74,394 56,838 Common stock warrants 12,373 - - - Convertible notes 1,811 - - - Less: unvested issued restricted stock (2,425) - - - Weighted average shares outstanding - diluted 89,821 60,604 74,394 56,838 Per share data: Basic $ 0.29 $ (0.35) $ (1.22) $ (1.64) Diluted $ 0.25 $ (0.35) $ (1.22) $ (1.64) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Common stock equivalents not included in the calculations of diluted earnings (loss) per share because to do so would have been anti-dilutive, include the following (amounts in thousands): For the nine months ended September 30, 2015 2014 Common stock options 1,551 1,551 Over-allotment rights - 2,273 Common stock warrants - equity treatment 12,929 14,200 Common stock warrants - liability treatment 12,434 9,108 Convertible notes 1,811 81 Potentially dilutive securities 28,725 27,213 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule Of Warrant Activity [Table Text Block] | The following is a summary of warrant activity for the nine months ended September 30, 2015 (in thousands, except per share data): Number of Weighted Average Warrants Exercise Price Outstanding as of December 31, 2014 29,385 $ 4.72 Warrants exercised for cash (1,678) 4.25 Warrants exercised on a cashless basis* (304) 3.96 Warrant adjustment due to Cognate price reset 62 3.35 Warrants expired and cancelled (2,382) 4.66 Adjustment related to prior issued warrants 280 4.41 Outstanding as of September 30, 2015 ** 25,363 $ 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 |
Liquidity and Financial Condi26
Liquidity and Financial Condition (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Liquidity and Financial Condition [Line Items] | |||
Net Cash Provided By (Used In) Operating Activities | $ 11,800 | $ (56,481) | $ (35,980) |
Share Based Compensation Aggregate Non Cash Charges For The Non Cash Interest Associated With The Accretion Of Our Convertible Notes Discount Net | 26,200 | $ 92,900 | |
Cash Equivalents, at Carrying Value | 5,400 | 5,400 | |
Current Assets Less Payables | 80,200 | 80,200 | |
Convertible Notes Payable Related Parties | 7,300 | 7,300 | |
Working Capital Deficit | 90,700 | 90,700 | |
Derivative Liability | 56,000 | 56,000 | |
Noncash Derivative Liability | $ 80,200 | $ 80,200 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Textual) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Summary of Significant Accounting Policies [Line Items] | |||||
Cash payments | $ 7,100 | $ 1,400 | $ 28,400 | $ 12,800 | |
Cash payments for services | 7,200 | $ 5,700 | |||
Accrued Environmental Loss Contingencies, Noncurrent | 6,200 | 6,200 | |||
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 | ||||
Share-based Compensation | (6,400) | 900 | 700 | ||
Foreign Currency Transaction Gain (Loss), Realized | $ 384 | $ 0 | $ 72 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 6.25 | ||||
Cognate Bioservices [Member] | |||||
Summary of Significant Accounting Policies [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested | $ 9,400 | $ 6,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1.3 | 1.2 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 56,020 | $ 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 | $ 56,020 | $ 44,742 |
Fair Value Measurements (Deta29
Fair Value Measurements (Details 1) - Warrant Liability [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | $ 44,742 |
Change in fair value | 12,362 |
Cashless warrants exercise | (521) |
Warrants exercised for cash | (264) |
Redeemable security settlement | (299) |
Balance | $ 56,020 |
Fair Value Measurements (Deta30
Fair Value Measurements (Details 2) | 9 Months Ended |
Sep. 30, 2015$ / shares | |
Quantitative Information One [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Strike price | $ 3.54 |
Volatility (annual) | 70.90% |
Risk-free rate | 1.80% |
Contractual term (years) | 5 years |
Dividend yield (per share) | 0.00% |
Quantitative Information Two [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Strike price | $ 3.51 |
Volatility (annual) | 84.20% |
Risk-free rate | 1.00% |
Contractual term (years) | 3 years 4 months 24 days |
Dividend yield (per share) | 0.00% |
Fair Value Measurements (Deta31
Fair Value Measurements (Details 3) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2015$ / shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Strike price | $ 4.30 |
Volatility (annual) | 74.60% |
Risk-free rate | 0.50% |
Contractual term (years) | 2 years 1 month 6 days |
Dividend yield (per share) | 0.00% |
Fair Value Measurements (Deta32
Fair Value Measurements (Details Textual) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair Value Adjustment of Warrants | $ 184,000 |
Stock-based Compensation- Non33
Stock-based Compensation- Non-Employees (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Oct. 19, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 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 | $ 2.8 | $ 2.8 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 3 months 18 days | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 6.25 | ||||||
Share-based Compensation | $ (6.4) | $ 0.9 | $ 0.7 | ||||
Stock Issued During Period, Shares, Other | 80,068 | 85,228 | |||||
Cognate Bioservices [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Allocated Share-based Compensation Expense | $ 2.7 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Vested | $ 9.4 | $ 6 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,300,000 | 1,200,000 | |||||
Stock Issued During Period, Shares, Issued for Services | 8,100,000 | 8,100,000 | 318,116 |
Property, Plant and Equipment34
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment, Gross | $ 44,169 | $ 40,159 |
Less: accumulated depreciation | (204) | (160) |
Property, Plant and Equipment, Net | 43,965 | 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 | 236 | 137 |
Construction in Progress [Member] | ||
Property, Plant and Equipment, Gross | $ 43,839 | $ 39,928 |
Property, Plant and Equipment35
Property, Plant and Equipment (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Depreciation | $ 29,000 | $ 346,000 | $ 44,000 | $ 352,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Contractual interest | $ 151 | $ 502 |
Accelerated interest due to the conversion of convertible senior notes into common stock | 200 | 763 |
Amortization of debt issuance costs | 80 | 292 |
Accelerated amortization of debt issuance cost due to the conversion of convertible senior notes into common stock | 68 | 302 |
Total interest expense on the convertible senior notes | $ 499 | $ 1,859 |
Notes Payable (Details 1)
Notes Payable (Details 1) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Notes payable - current | $ 934 | $ 934 | |
Convertible notes payable, net - current | 188 | 188 | |
Notes payable | [1] | 50 | 50 |
Total notes payable, net | 1,172 | 1,172 | |
Notes Payable Current, Unsecured, Issued One [Member] | |||
Debt Instrument [Line Items] | |||
Notes payable - current | [2] | 934 | 934 |
Convertible Notes Payable Current, Unsecured, Issued One [Member] | |||
Debt Instrument [Line Items] | |||
Convertible notes payable, net - current | [3] | 135 | 135 |
Convertible Notes Payable Current Unsecured Issued Two [Member] | |||
Debt Instrument [Line Items] | |||
Convertible notes payable, net - current | [4] | 53 | 53 |
Note Payable [Member] | |||
Debt Instrument [Line Items] | |||
Notes payable | $ 50 | $ 50 | |
[1] | This $0.050 million demand note as of September 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. | ||
[2] | 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. | ||
[3] | This $0.135 million note as of September 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. | ||
[4] | This $0.053 million note was due May 25, 2014, and is currently past due. |
Notes Payable (Details Textual)
Notes Payable (Details Textual) £ in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Feb. 13, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($)shares | Sep. 30, 2015USD ($)shares | Feb. 13, 2015GBP (£) | |
Debt Instrument [Line Items] | |||||
Debt Conversion, Converted Instrument, Amount | $ 4,500 | ||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 701,033 | ||||
Interest Expense, Debt | $ 200 | $ 763 | |||
Write off of Deferred Debt Issuance Cost | 68 | 302 | |||
Mortgages [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest Expense, Debt | 500 | 1,400 | |||
Write off of Deferred Debt Issuance Cost | 100 | 400 | |||
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 | $ 6,500 | ||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 1,023,535 | ||||
Debt Instrument, Maturity Date | Aug. 15, 2017 | ||||
Debt Instrument, Convertible, Conversion Ratio | 6.60 | ||||
Debt Conversion, Description | 1,023,535 | ||||
Escrow Deposit | $ 1,200 | $ 1,200 | |||
Notes Payable Current, Unsecured, Issued Three [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |||
Convertible Notes Payable Current, Unsecured, Issued One [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |||
Convertible Notes Payable Current Unsecured Issued Two [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | |||
Unsecured Notes Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | |||
12% Coupon [Member] | Mortgages [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest Expense, Debt | $ 400 | $ 1,000 | |||
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 |
Net Earnings (Loss) Per Share39
Net Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share Basic and Diluted [Line Items] | ||||
Net earnings (loss) - basic | $ 22,615 | $ (21,043) | $ (90,663) | $ (92,949) |
Interest on convertible senior notes | 79 | 0 | 0 | 0 |
Net earnings (loss) - diluted | $ 22,694 | $ (21,043) | $ (90,663) | $ (92,949) |
Weighted average shares outstanding - basic | 78,062 | 60,604 | 74,394 | 56,838 |
Common stock warrants | 12,373 | 0 | 0 | 0 |
Convertible notes | 1,811 | 0 | 0 | 0 |
Less: unvested issued restricted stock | (2,425) | 0 | 0 | 0 |
Weighted average shares outstanding - diluted | 89,821 | 60,604 | 74,394 | 56,838 |
Per share data: | ||||
Basic | $ 0.29 | $ (0.35) | $ (1.22) | $ (1.64) |
Diluted | $ 0.25 | $ (0.35) | $ (1.22) | $ (1.64) |
Net Earnings (Loss) Per Share40
Net Earnings (Loss) Per Share (Details 1) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 28,725 | 27,213 |
Common Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 1,551 | 1,551 |
Over-allotment rights [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 0 | 2,273 |
Common stock warrants equity treatment [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 12,929 | 14,200 |
Common stock warrants liability treatment [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 12,434 | 9,108 |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 1,811 | 81 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Oct. 19, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 8,100,000 | ||||||
Cognate Bioservices [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Research and Development Arrangement, Contract to Perform for Others, Costs Incurred, Gross | $ 7.2 | $ 5.7 | |||||
One Time Charges Of Service Agreement | $ 7.1 | $ 1.4 | $ 28.4 | $ 12.8 | |||
Stock Issued During Period, Shares, New Issues | 318,116 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 2.7 | ||||||
Stock Issued During Period, Shares, Issued for Services | 8,100,000 | 8,100,000 | 318,116 | ||||
Cognate Bioservices [Member] | Woodford Financing [Member] | Subsequent Event [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock Issued During Period, Value, Issued for Services | $ 3.8 | ||||||
Stock Issued During Period, Shares, Issued for Services | 681,884 | ||||||
Cognate Bioservices [Member] | Condition One [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Contingent Liability DCVax-L Manufacturing Services Agreement Amount | 3 | $ 3 | |||||
Cognate Bioservices [Member] | Condition Two [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Contingent Liability DCVax-L Manufacturing Services Agreement Amount | $ 5 | $ 5 |
Stockholders' Equity (Deficit42
Stockholders' Equity (Deficit) (Details) shares in Thousands | 9 Months Ended | |
Sep. 30, 2015$ / shares$ / Unitshares | ||
Shareholders Deficit [Line Items] | ||
Number of Warrants, Outstanding as of December 31, 2014 | 29,385 | |
Number of Warrants, Warrants exercised for cash | (1,678) | |
Number of Warrants, Warrants exercised on a cashless basis | (304) | [1] |
Number of Warrants, Warrant adjustment due to Cognate price reset | 62 | |
Number of Warrants, Expired and cancelled | (2,382) | |
Number of Warrants, Adjustment related to prior issued warrants | 280 | |
Number of Warrants, Outstanding as of September 30, 2015 | 25,363 | [2] |
Weighted Average Exercise Price - Outstanding as of December 31, 2014 | $ / shares | $ 4.72 | |
Weighted Average Exercise Price - Warrants exercised for cash | $ / Unit | 4.25 | |
Weighted average exercise Price - Warrants exercised on a cashless basis | $ / Unit | 3.96 | [1] |
Weighted Average Exercise Price - Warrant adjustment due to Cognate price reset | $ / Unit | 3.35 | |
Weighted Average Exercise Price - Expired and cancelled | $ / Unit | 4.66 | |
Weighted Average Exercise Price - Adjustment related to prior issued warrants | $ / Unit | 4.41 | |
Weighted Average Exercise Price - Outstanding as of September 30, 2015 | $ / shares | $ 4.76 | [2] |
[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 $3.3 and 4.2 years, respectively. The weighted average exercise price gives effect to adjustments related to the most favored nation clause in these warrants. |
Stockholders' Equity (Deficit43
Stockholders' Equity (Deficit) (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 84 Months Ended | |||||||
Oct. 19, 2015 | May. 01, 2015 | Apr. 08, 2015 | Apr. 02, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Mar. 31, 2015 | Dec. 31, 2014 | |
Shareholders Deficit [Line Items] | |||||||||||
Stock Issued During Period Shares Exercise of Warrant | 116,675 | ||||||||||
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 | $ 800 | $ 3,100 | $ 3,700 | $ 7,431 | $ 4,817 | ||||||
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 | 85,228 | |||||||||
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 | 57,500 | 9,200 | |||||||||
Stock Issued During Period, Value, Extinguishment of warrant liabilities | $ 60 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 701,033 | ||||||||||
2014 Convertible Notes Member | |||||||||||
Shareholders Deficit [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 2,000 | ||||||||||
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 | 8,100,000 | 318,116 | ||||||||
Multiple Investors [Member] | |||||||||||
Shareholders Deficit [Line Items] | |||||||||||
Stock Issued During Period Shares Issued For Cash 1 | 2,566 | ||||||||||
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 | ||||||||||
Common Stock [Member] | |||||||||||
Shareholders Deficit [Line Items] | |||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 0 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 322,502 | ||||||||||
Common Stock [Member] | Cognate Bioservices [Member] | |||||||||||
Shareholders Deficit [Line Items] | |||||||||||
Stock Issued During Period, Shares, Issued for Services | 318,116 | ||||||||||
Additional Paid-in Capital [Member] | |||||||||||
Shareholders Deficit [Line Items] | |||||||||||
Stock Issued During Period, Value, Share-based Compensation, Gross | $ 3,389 | ||||||||||
Stock Issued During Period, Value, Extinguishment of warrant liabilities | $ 200 |
Contingencies (Details Textual)
Contingencies (Details Textual) - Cognate Bioservices [Member] | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Commitments And Contingencies [Line Items] | |
Deemed Profit | $ (448,681) |
Loss Contingency Alleges Estimated Amount | 1,400,000 |
Litigation Settlement, Expense | 500,000 |
Loss Contingency Accrual, Payments | 125,000 |
Litigation Settlement, Amount | 125,000 |
Loss Contingency Accrual, Period Increase (Decrease), Total | $ 500,000 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Oct. 08, 2015 | Oct. 31, 2015 | Oct. 22, 2015 | Apr. 02, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Subsequent Event [Line Items] | |||||||
Common Stock, Par Or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Stock Issued During Period, Shares, Acquisitions | 5,405,405 | ||||||
Stock Issued During Period, Value, Acquisitions | $ 40,000,000 | ||||||
Proceeds from Related Party Debt | $ 287,000 | $ 0 | |||||
Cognate Agreement [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Stock Issued During Period, Shares, Issued for Services | 8,100,000 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 1,000,000 | ||||||
Officer [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||
Proceeds from Related Party Debt | $ 400,000 | ||||||
Related Party Transaction, Terms and Manner of Settlement | will be payable upon demand, with 7 days’ prior written notice by Mr. Goldman to the Company. The Goldman Note also bears 35% warrant coverage on the repayment amount | ||||||
Woodford [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common Stock, Par Or Stated Value Per Share | $ 0.001 | ||||||
Sale of Stock, Price Per Share | $ 5.50 | ||||||
Stock Issued During Period, Shares, Acquisitions | 5,454,545 | ||||||
Stock Issued During Period, Value, Acquisitions | $ 30,000,000 | ||||||
Stock Issued During Period, Shares, Issued for Services | 681,884 | ||||||
Stock Issued During Period, Value, Issued for Services | $ 3,800,000 |