Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 06, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
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 | 101,740,440 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 11,688 | $ 21,813 |
Restricted cash - interest payments held in escrow | 746 | 886 |
Prepaid expenses and other current assets | 1,065 | 1,402 |
Total current assets | 13,499 | 24,101 |
Non-current assets: | ||
Property, plant and equipment, net | 48,360 | 46,157 |
Restricted cash - interest payments held in escrow, net of current portion | 214 | 349 |
Other assets | 153 | 190 |
Total non-current assets | 48,727 | 46,696 |
Total assets | 62,226 | 70,797 |
Current liabilities: | ||
Accounts payable | 8,726 | 11,721 |
Accounts payable to related party | 6,366 | 5,455 |
Accrued expenses (includes related party of $12 and $11 as of March 31, 2016 and December 31, 2015, respectively) | 1,189 | 1,309 |
Convertible notes, net (includes related party note of $50 as of March 31, 2016 and December 31, 2015) | 185 | 185 |
Note payable - in dispute | 934 | 934 |
Mortgage loan (net of deferred financing cost of $321 and $468 as of March 31, 2016 and December 31, 2015, respectively) | 10,950 | 11,144 |
Environmental remediation liability | 6,200 | 6,200 |
Shares payable to related party | 8,799 | 0 |
Derivative liability | 14,457 | 27,982 |
Total current liabilities | 57,806 | 64,930 |
Non-current liabilities: | ||
Convertible note (net of deferred financing cost of $387 and $457 as of March 31, 2016 and December 31, 2015, respectively) | 10,613 | 10,543 |
Total non-current liabilities | 10,613 | 10,543 |
Total liabilities | $ 68,419 | $ 75,473 |
Commitments and Contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock ($0.001 par value); 40,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2016 and December 31, 2015, respectively | $ 0 | $ 0 |
Common stock ($0.001 par value); 450,000,000 shares authorized; 101,740,440 and 95,858,087 shares issued and outstanding as of March 31, 2016 and December 31, 2014, respectively | 102 | 96 |
Additional paid-in capital | 634,696 | 630,613 |
Accumulated deficit | (641,368) | (635,262) |
Accumulated other comprehensive gain (loss) | 377 | (123) |
Total stockholders' equity (deficit) | (6,193) | (4,676) |
Total liabilities and stockholders' equity (deficit) | $ 62,226 | $ 70,797 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Accrued expenses, related party net (in dollars) | $ 12 | $ 11 |
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 | 101,740,440 | 95,858,087 |
Common stock, shares outstanding | 101,740,440 | 95,858,087 |
Convertible Debt [Member] | ||
Deferred Finance Costs, Noncurrent, Net (in dollars) | $ 387 | $ 457 |
Mortgage Loan [Member] | ||
Deferred Finance Costs, Noncurrent, Net (in dollars) | $ 321 | $ 468 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues: | ||
Research grant and other | $ 236 | $ 194 |
Total revenues | 236 | 194 |
Operating costs and expenses: | ||
Research and development | 13,440 | 19,625 |
General and administrative | 4,275 | 3,400 |
Total operating costs and expenses | 17,715 | 23,025 |
Loss from operations | (17,479) | (22,831) |
Other income (expense): | ||
Change in fair value of derivative liability | 13,525 | (23,158) |
Interest expense | (718) | (793) |
Foreign currency transaction (loss) gain | (1,434) | 349 |
Net loss | $ (6,106) | $ (46,433) |
Net loss per share applicable to common stockholders - basic and diluted (in dollars per share) | $ (0.06) | $ (0.67) |
Weighted average shares used in computing basic and diluted loss per share (in shares) | 97,688 | 69,406 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net loss | $ (6,106) | $ (46,433) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustment | 500 | (68) |
Total comprehensive loss | $ (5,606) | $ (46,501) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Cumulative Translation Adjustment [Member] |
Balance at Dec. 31, 2015 | $ (4,676) | $ 96 | $ 630,613 | $ (635,262) | $ (123) |
Balance (in shares) at Dec. 31, 2015 | 95,858 | ||||
Issuance of common stock and warrants for cash in a registered direct offering | 10,000 | $ 6 | 9,994 | 0 | 0 |
Issuance of common stock and warrants for cash in a registered direct offering (in shares) | 5,882 | ||||
Offering cost related to registered direct offering | (756) | $ 0 | (756) | 0 | 0 |
Shares payment due to Cognate BioServices | (5,155) | 0 | (5,155) | 0 | 0 |
Net loss | (6,106) | 0 | 0 | (6,106) | 0 |
Cumulative translation adjustment | 500 | 0 | 0 | 0 | 500 |
Balance at Mar. 31, 2016 | $ (6,193) | $ 102 | $ 634,696 | $ (641,368) | $ 377 |
Balance (in shares) at Mar. 31, 2016 | 101,740 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (6,106) | $ (46,433) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization | 13 | 3 |
Amortization of deferred financing cost | 209 | 234 |
Change in fair value of derivatives | (13,525) | 23,158 |
Accrued interest converted to common stock | 0 | (349) |
Stock issued to Cognate BioServices under Cognate Agreements | 3,644 | 6,359 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 337 | (279) |
Accounts payable and accrued expenses | (3,116) | (378) |
Related party accounts payable and accrued expenses | 912 | 103 |
Other non-current assets | 37 | 0 |
Net cash used in operating activities | (17,595) | (17,582) |
Cash Flows from Investing Activities: | ||
Purchase of property, plant and equipment | (2,683) | (1,133) |
Funding of escrow - convertible notes | 275 | 0 |
Net cash used in investing activities | (2,408) | (1,133) |
Cash Flows from Financing Activities: | ||
Proceeds from mortgage loan | 0 | 4,997 |
Deferred offering cost related to mortgage loan | 0 | (138) |
Proceeds from issuance of common stock and warrants in a registered direct offering | 10,000 | 0 |
Offering cost related to registered direct offering | (756) | 0 |
Proceeds from exercise of warrants | 0 | 3,651 |
Net cash provided by financing activities | 9,244 | 8,510 |
Effect of exchange rate changes on cash and cash equivalents | 634 | (15) |
Net decrease in cash and cash equivalents | (10,125) | (10,220) |
Cash and cash equivalents at beginning of year | 21,813 | 13,390 |
Cash and cash equivalents at end of year | 11,688 | 3,170 |
Supplemental schedule of non-cash investing and financing activities: | ||
Accrued Exit Fee incurred from mortgage loan | 0 | 50 |
Cashless warrant exercise on warrant liability | 0 | 520 |
Increase in accounts payable related to UK property | 0 | 257 |
Interest payment on convertible note from escrow | 0 | 428 |
Redeemable security settlement | 0 | 299 |
Mortgage Loan [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest Payments | (334) | (307) |
Convertible Notes Payable [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest Payments | $ (275) | $ (428) |
Organization and Description of
Organization and Description of Business and Recent Developments | 3 Months Ended |
Mar. 31, 2016 | |
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. |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 3 Months Ended |
Mar. 31, 2016 | |
Liquidity [Abstract] | |
Liquidity and Financial Condition [Text Block] | 2. Liquidity and Financial Condition During the three months ended March 31, 2016, the Company used approximately $ 17.6 11.7 44.3 14.5 44.3 6.2 6.4 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 | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016, condensed consolidated statements of operations for the three months ended March 31, 2016 and 2015, condensed consolidated statements of comprehensive loss for the three months ended March 31, 2016 and 2015, condensed consolidated statement of stockholders’ equity (deficit) for the three months ended March 31, 2016, and the condensed consolidated statements of cash flows for the three months ended March 31, 2016 and 2015 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 ended March 31, 2016 are not necessarily indicative of results to be expected for the year ending December 31, 2016 or for any future interim period. The condensed consolidated balance sheet at March 31, 2016 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, 2015, and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on March 16, 2016. 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 accounts for certain common stock warrants outstanding as a liability at its fair value and adjusts the instrument to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company's statements of operations. The fair value of the warrants issued by the Company in connection the Conversion Transaction has been estimated using a Monte Carlo simulation. 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 March 31, 2016, 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 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 three months ended March 31, 2016, the Company recorded $ 0.5 Foreign currency transaction losses are recognized in the Consolidated Statements of Operations as incurred. The Company reports comprehensive loss and its components in its consolidated financial statements. Comprehensive loss consists of net loss and foreign currency translation adjustments, affecting stockholders’ equity (deficit) that, under U.S, GAAP, is excluded from net loss. Research and development costs are charged to operations as incurred and consist primarily of clinical trial costs, related party manufacturing costs, consulting costs, contract research and development costs, clinical site costs and compensation costs. For the three months ended March 31, 2016 and 2015, the Company recognized research and development costs of $ 13.4 19.6 There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2015 Annual Report. In January 2016, FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) Leases (Topic 840) In March 2016, the FASB issued ASU No. 2016-09, Compensation Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 4. Fair Value Measurements Fair value measured at March 31, 2016 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs March 31, 2016 (Level 1) (Level 2) (Level 3) Derivative liability $ 14,457 $ - $ - $ 14,457 Fair value measured at December 31, 2015 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs December 31, 2015 (Level 1) (Level 2) (Level 3) Derivative liability $ 27,982 $ - $ - $ 27,982 There were no transfers between Level 1, 2 or 3 during the three-month period ended March 31, 2016. Warrant Liability Balance - January 1, 2016 $ 27,982 Change in fair value (13,525) Balance March 31, 2016 $ 14,457 The Company’s warrant liabilities are measured at fair value using the Monte Carlo simulation valuation methodology. A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy for the three months ended March 31, 2016 is as follows: Date of valuation January 1, 2016 March 31, 2016 Strike price $ 3.49 $ 2.38 Volatility (annual) 86.9 % 85.9 % Risk-free rate 1.3 % 0.9 % Contractual term (years) 3.1 3.0 Dividend yield (per share) 0 % 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. |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 5. Property, Plant and Equipment March 31, December 31, 2016 2015 Leasehold improvements $ 69 $ 69 Office furniture and equipment 25 25 Computer equipment and software 602 597 UK property acquisition, construction and estimated environmental liability 47,893 45,681 48,589 46,373 Less: accumulated depreciation (229) (216) $ 48,360 $ 46,157 Depreciation expense was approximately $ 13,000 3,000 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 6. Notes Payable 2014 Convertible Senior Notes The Company has Convertible Senior Notes of $ 10.6 0.4 5 6.60 1.0 For the three months ended March 31, 2016 2015 Contractual interest $ 137 $ 216 Amortization of debt issuance costs 70 105 Total interest expense on the convertible senior notes $ 207 $ 321 Mortgage Loan The Company has two 12 11.3 0.3 4.7 Interest expense was approximately $ 0.4 0.3 0.1 Other Notes Payable March 31, December 31, 2016 2015 Notes payable current 12% unsecured originally due July 2011 - in dispute (1) $ 934 $ 934 934 934 Convertible notes payable, net - current 6% unsecured (2) 135 135 135 135 Note payable 6% due on demand (3) 50 50 50 50 Total notes payable, net $ 1,119 $ 1,119 (1) This $ 0.934 (2) This $ 0.135 6 0.110 0.025 (3) This $ 0.050 |
Net Loss per Share Applicable t
Net Loss per Share Applicable to Common Stockholders | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 7. Net Loss per Share Applicable to Common Stockholders Options, warrants, and convertible debt outstanding were all considered anti-dilutive for the three months ended March 31, 2016, and 2015, due to net losses. For the three months ended March 31, 2016 2015 Common stock options 1,551 1,551 Common stock warrants - equity treatment 26,876 15,830 Common stock warrants - liability treatment 15,839 12,500 Convertible notes and accrued interest 1,743 2,797 Potentially dilutive securities 46,009 32,678 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 8. Related Party Transactions Cognate BioServices, Inc. Cognate Expenses and Accounts Payable At March 31, 2016 and December 31, 2015, the Company owed Cognate $ 6.4 5.5 Overall, for the three months ended March 31, 2016 and 2015, the Company incurred research and development costs (cash and non-cash) related to Cognate BioServices of $ 11.2 14.7 DCVax-L and DCVax-Direct programs, Share Based Payments The Company recorded $ 5.2 6.4 Shares payable to related party most favored nation provision The shares and warrants previously issued to Cognate in partial payment of invoices for manufacturing services continue to be under a 3-year lock-up, which has been in place since January 2014, preventing Cognate from selling them. If the Company enters into a transaction with other investors or creditors during this lock-up period on more favorable terms than Cognate received, the Company has an ongoing obligation to conform the terms of Cognate’s shares and warrants to the same terms as the other investors or creditors, under a most favored nation provision. On March 3, 2016, the Company entered into a financing under which it sold 5.9 million common shares and 12.1 million Series A, B and C warrants to unrelated investors on terms more favorable than the existing terms of Cognate’s shares. The sale of common shares had an effective price of $1.7, which triggered a most favored nation obligation which would result in an obligation to issue 6.0 million shares to Cognate. However, these shares have not been issued, and the Company is in active negotiations with Cognate seeking to modify these arrangements. While these negotiations are ongoing, the Company has accrued $ 8.8 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 9. Stockholders’ Equity (Deficit) Common Stock Issuances First Quarter 2016 On February 29, 2016, the Company entered into a Securities Purchase Agreement (the “Agreement”) with certain institutional investors (the “Purchasers”), for a registered direct offering (the “Offering”) of 5,882,353 1.70 2,941,177 2.25 In addition, the Company granted the Purchasers a sixty (60) day overallotment option in the form of Series B Warrants to purchase an additional 5,882,353 3.00 10 9.2 In a concurrent private placement, each Purchaser will also receive Series C Warrants (the “Series C Warrants”) to purchase up to 2,941,177 4.00 shall be exercisable on the six-month anniversary of issuance and will expire five years thereafter. In connection with the Offering and the concurrent private placement, the Company engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) to act as its exclusive placement agent. The Company agreed to pay the Placement Agent a cash placement fee equal to 7 294,118 5 2.125 125 Stock Purchase Warrants Number of Weighted Average Warrants Exercise Price Outstanding as of December 31, 2015 27,267,441 $ 4.40 Warrants granted in a registered direct offering 12,058,825 3.04 Additional warrants owed to Cognate as part of reset 3,405,671 1.70 Warrants expired and cancelled (16,791) 11.86 Outstanding as of March 31, 2016 42,715,146 $ 3.53 |
Contingencies
Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 10. Contingencies Derivative and Class Action Litigation 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., 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, 2015, the Company and other named defendants filed motions to dismiss. In response, the plaintiffs filed an amended complaint on November 6, 2015. The Company and the other named defendants filed motions to dismiss plaintiffs’ amended complaint on January 19, 2016. The plaintiffs filed an answering brief in opposition to the motion to dismiss on April 4, 2016. The Company intends to continue to vigorously defend the case. On November 19, 2015, a third purported shareholder who had sought corporate books and records filed a complaint in the U.S. District Court for the District of Maryland, claiming to sue derivatively on behalf of the Company. The complaint names the Company’s Board of Directors, Toucan Capital Fund III, L.P., Toucan General II, LLC, Toucan Partners, LLC, and Cognate as defendants, and names the Company as a nominal defendant. The complaint claims that the plaintiff made a demand on the Company’s Board of Directors to commence an action against the Company’s directors and its CEO and that the plaintiff commenced the derivative action after not receiving a response to the demand letter within an allegedly “sufficient time.” The complaint further claims that the Company purportedly overcompensated Cognate and Toucan for certain services and loans in payments of stock, and that the Company’s CEO, Ms. Powers, benefited from these transactions with Cognate and Toucan, which she allegedly owns or controls. The complaint asserts that the alleged overpayments unjustly enriched Ms. Powers, Toucan, and Cognate. The Complaint also claims that the Company’s directors breached their fiduciary duties of loyalty and good faith to the Company by authorizing the payments to Cognate. Finally, the complaint claims that Ms. Powers, Cognate, and Toucan aided and abetted the directors’ breaches of fiduciary duties by causing the board to enter into the agreements with Cognate. The plaintiff seeks an award of unspecified damages to the Company and seeks equitable remedies, including disgorgement by Ms. Powers, Toucan, and Cognate of the allegedly improper benefits received as a result of the disputed transactions. The plaintiff also seeks costs and disbursements associated with bringing suit, including attorneys’ fees and expert fees. On February 2, 2016, plaintiff and defendants filed a joint motion to stay the proceedings pending an investigation by a special committee of the Company’s Board of Directors into the allegations asserted in the demand letter and underlying the lawsuit. Class Action Securities Litigation On August 26, 2015, a purported shareholder of the Company filed a putative class action complaint in the U.S. District Court for the District of Maryland. The lawsuit names the Company and Ms. Powers as defendants. On December 14, 2015, the court appointed two lead plaintiffs. The Lead Plaintiffs filed an amended complaint on February 12, 2016, purportedly on behalf of all of those who purchased common stock in NW Bio between January 13, 2014 and August 21, 2015. The amended complaint generally claims that the defendants violated Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934 by making misleading statements and/or omissions on a variety of subjects, including the status and results of the Company’s DCVax trials. The amended complaint seeks unspecified damages, attorneys’ fees, and costs. The Company and Ms. Powers filed a motion to dismiss plaintiffs’ amended complaint on April 12, 2016. The Company intends to vigorously defend the case. Shareholder Books and Record Demand On December 7, 2015, the Company received a letter on behalf of shareholders demanding to inspect certain corporate books and records pursuant to Section 220 of the Delaware General Corporation Law. The demand letter claimed that its purpose was to investigate: (1) allegedly improper transactions, misconduct, and mismanagement by directors and an officer of the Company; (2) the possible breach of fiduciary duty by certain directors and officers of the Company; and (3) the independence and disinterestedness of the Company’s board, to determine whether a pre-suit demand would be necessary before commencing any derivative action on behalf of the Company. The Company has appointed a special committee of its Board of Directors consisting of independent and disinterested directors to investigate the allegations set forth in the demand letter, as well as the allegations asserted in the litigation summarized above. The Company also is in ongoing discussions with the shareholders demanding corporate books and records. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 11. Subsequent Events As the Company previously reported on Form 8-K, on April 26, 2016, the Company received a letter (the “Letter”) from the staff of The NASDAQ Stock Market LLC (“Nasdaq”) indicating that the Nasdaq Staff had reviewed certain stock issuances by the Company to Cognate BioServices, Inc. (“Cognate”), and had determined that those issuances did not comply with Nasdaq Rules 5635(c) and (d). The Letter has no immediate effect on the listing of the Company’s common stock. The Letter allows the Company until June 10, 2016 to submit a remediation plan to regain compliance with Nasdaq’s rules 5635(c) and (d). If the plan is accepted, Nasdaq can allow up to 6 months from the date of the Letter for the Company to evidence compliance with these rules. The Company intends to take the appropriate steps to address the issues raised by the Nasdaq Staff as quickly as possible and is already in discussions with the Nasdaq Staff about two approaches to remediation. The Company intends to submit a remediation plan to Nasdaq promptly for its approval. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016, condensed consolidated statements of operations for the three months ended March 31, 2016 and 2015, condensed consolidated statements of comprehensive loss for the three months ended March 31, 2016 and 2015, condensed consolidated statement of stockholders’ equity (deficit) for the three months ended March 31, 2016, and the condensed consolidated statements of cash flows for the three months ended March 31, 2016 and 2015 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 ended March 31, 2016 are not necessarily indicative of results to be expected for the year ending December 31, 2016 or for any future interim period. The condensed consolidated balance sheet at March 31, 2016 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, 2015, and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on March 16, 2016. |
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. |
Warrant Liability Policy [Policy Text Block] | Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at its fair value and adjusts the instrument to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company's statements of operations. The fair value of the warrants issued by the Company in connection the Conversion Transaction has been estimated using a Monte Carlo simulation. |
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 March 31, 2016, 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 |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation and Transactions 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 three months ended March 31, 2016, the Company recorded $ 0.5 Foreign currency transaction losses are recognized in the Consolidated Statements of Operations as incurred. |
Comprehensive Loss Policy [Policy Text Block] | Comprehensive Loss The Company reports comprehensive loss and its components in its consolidated financial statements. Comprehensive loss consists of net loss and foreign currency translation adjustments, affecting stockholders’ equity (deficit) that, under U.S, GAAP, is excluded from net loss. |
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, related party manufacturing costs, consulting costs, contract research and development costs, clinical site costs and compensation costs. For the three months ended March 31, 2016 and 2015, the Company recognized research and development costs of $ 13.4 19.6 |
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 2015 Annual Report. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In January 2016, FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) Leases (Topic 840) In March 2016, the FASB issued ASU No. 2016-09, Compensation Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 and December 31, 2015 (in thousands): Fair value measured at March 31, 2016 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs March 31, 2016 (Level 1) (Level 2) (Level 3) Derivative liability $ 14,457 $ - $ - $ 14,457 Fair value measured at December 31, 2015 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs December 31, 2015 (Level 1) (Level 2) (Level 3) Derivative liability $ 27,982 $ - $ - $ 27,982 |
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 three-month period ended March 31, 2016. 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, 2016 $ 27,982 Change in fair value (13,525) Balance March 31, 2016 $ 14,457 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The Company’s warrant liabilities are measured at fair value using the Monte Carlo simulation valuation methodology. A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy for the three months ended March 31, 2016 is as follows: Date of valuation January 1, 2016 March 31, 2016 Strike price $ 3.49 $ 2.38 Volatility (annual) 86.9 % 85.9 % Risk-free rate 1.3 % 0.9 % Contractual term (years) 3.1 3.0 Dividend yield (per share) 0 % 0 % |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consist of the following at March 31, 2016 and December 31, 2015 (in thousands): March 31, December 31, 2016 2015 Leasehold improvements $ 69 $ 69 Office furniture and equipment 25 25 Computer equipment and software 602 597 UK property acquisition, construction and estimated environmental liability 47,893 45,681 48,589 46,373 Less: accumulated depreciation (229) (216) $ 48,360 $ 46,157 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 months ended March 31, 2016 and 2015, respectively (in thousands): For the three months ended March 31, 2016 2015 Contractual interest $ 137 $ 216 Amortization of debt issuance costs 70 105 Total interest expense on the convertible senior notes $ 207 $ 321 |
Schedule of Debt [Table Text Block] | Notes payable consist of the following at March 31, 2016 and December 31, 2015 (in thousands): March 31, December 31, 2016 2015 Notes payable current 12% unsecured originally due July 2011 - in dispute (1) $ 934 $ 934 934 934 Convertible notes payable, net - current 6% unsecured (2) 135 135 135 135 Note payable 6% due on demand (3) 50 50 50 50 Total notes payable, net $ 1,119 $ 1,119 (1) This $ 0.934 (2) This $ 0.135 6 0.110 0.025 (3) This $ 0.050 |
Net Loss per Share Applicable23
Net Loss per Share Applicable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following securities were not included in the diluted net loss per share calculation because their effect was anti-dilutive as of the periods presented (in thousands): For the three months ended March 31, 2016 2015 Common stock options 1,551 1,551 Common stock warrants - equity treatment 26,876 15,830 Common stock warrants - liability treatment 15,839 12,500 Convertible notes and accrued interest 1,743 2,797 Potentially dilutive securities 46,009 32,678 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule Of Warrant Activity [Table Text Block] | The following is a summary of warrant activity for the three months ended March 31, 2016 (in thousands, except per share data): Number of Weighted Average Warrants Exercise Price Outstanding as of December 31, 2015 27,267,441 $ 4.40 Warrants granted in a registered direct offering 12,058,825 3.04 Additional warrants owed to Cognate as part of reset 3,405,671 1.70 Warrants expired and cancelled (16,791) 11.86 Outstanding as of March 31, 2016 42,715,146 $ 3.53 |
Liquidity and Financial Condi25
Liquidity and Financial Condition (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net Cash Provided By (Used In) Operating Activities | $ (17,595) | $ (17,582) |
Cash Equivalents, at Carrying Value | 11,700 | |
Current Assets Less Payables | 44,300 | |
Convertible Notes Payable Related Parties | 6,400 | |
Noncash Derivative Liability | 44,300 | |
Derivative Liability | 14,500 | |
Net Income (Loss) Attributable To Parent | (6,106) | $ (46,433) |
Projected Potential Future Liability | $ 6,200 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Summary of Significant Accounting Policies [Line Items] | ||
Research and Development Expense | $ 13,440 | $ 19,625 |
Accrued Environmental Loss Contingencies, Noncurrent | 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 | |
Foreign Currency Transaction Gain (Loss), Realized | (1,434) | $ 349 |
Foreign Currency Gain (Loss) [Member] | ||
Summary of Significant Accounting Policies [Line Items] | ||
Foreign Currency Transaction Gain (Loss), Realized | $ 500 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 14,457 | $ 27,982 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 14,457 | $ 27,982 |
Fair Value Measurements (Deta28
Fair Value Measurements (Details 1) - Warrant Liability [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | $ 27,982 |
Change in fair value | (13,525) |
Balance | $ 14,457 |
Fair Value Measurements (Deta29
Fair Value Measurements (Details 2) | 3 Months Ended |
Mar. 31, 2016$ / shares | |
Quantitative Information One [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Strike price | $ 3.49 |
Volatility (annual) | 86.90% |
Risk-free rate | 1.30% |
Contractual term (years) | 3 years 1 month 6 days |
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 | $ 2.38 |
Volatility (annual) | 85.90% |
Risk-free rate | 0.90% |
Contractual term (years) | 3 years |
Dividend yield (per share) | 0.00% |
Property, Plant and Equipment30
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment, Gross | $ 48,589 | $ 46,373 |
Less: accumulated depreciation | (229) | (216) |
Property, Plant and Equipment, Net | 48,360 | 46,157 |
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 | 602 | 597 |
Property Acquisition and Construction [Member] | ||
Property, Plant and Equipment, Gross | $ 47,893 | $ 45,681 |
Property, Plant and Equipment31
Property, Plant and Equipment (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Depreciation | $ 13,000 | $ 3,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Contractual interest | $ 137 | $ 216 |
Amortization of debt issuance costs | 70 | 105 |
Total interest expense on the convertible senior notes | $ 207 | $ 321 |
Notes Payable (Details 1)
Notes Payable (Details 1) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Notes payable - current | $ 934 | $ 934 | |
Convertible notes payable, net - current | 135 | 135 | |
Notes payable | 50 | 50 | |
Total notes payable, net | 1,119 | 1,119 | |
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 |
Note Payable [Member] | |||
Debt Instrument [Line Items] | |||
Notes payable | [3] | $ 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 March 31, 2016 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 $0.050 million demand note as of March 31, 2016 is held by an officer of the Company. The holder has made no demand for payment, but reserves the right to make a demand at any time. |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | ||
Debt Instrument [Line Items] | ||||
Notes Payable, Current, Total | $ 934 | $ 934 | ||
Convertible Debt, Current | 135 | 135 | ||
Notes Payable, Noncurrent | 50 | 50 | ||
Note One [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Conversion, Converted Instrument, Amount | 110 | |||
Note Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Conversion, Converted Instrument, Amount | 25 | |||
Mortgages [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest Expense, Debt | 400 | $ 300 | ||
Write off of Deferred Debt Issuance Cost | $ 100 | |||
Second Mortgage [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||
Short-term Debt | $ 11,300 | |||
Second Mortgage [Member] | Mortgage Loans Due August 2016 [Member] | ||||
Debt Instrument [Line Items] | ||||
Deferred Finance Costs, Current, Net | 300 | |||
Second Mortgage [Member] | Mortgage Loans Due November 2016 [Member] | ||||
Debt Instrument [Line Items] | ||||
Deferred Finance Costs, Current, Net | 4,700 | |||
Senior Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Conversion, Converted Instrument, Amount | $ 10,600 | |||
Debt Instrument, Convertible, Conversion Price | $ 6.60 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||
Escrow Deposit | $ 1,000 | |||
Deferred Offering Costs | 400 | |||
Notes Payable Current, Unsecured, Issued One [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes Payable, Current, Total | [1] | 934 | 934 | |
Convertible Notes Payable Current, Unsecured, Issued One [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible Debt, Current | [2] | $ 135 | $ 135 | |
Convertible Notes Payable Current Unsecured Issued Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||
Notes Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes Payable, Noncurrent | $ 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 March 31, 2016 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 $0.025 million note, the holder has elected to convert these notes into equity, the Company has delivered the applicable conversion documents to the holder, and the Company is waiting for the holder to execute and return the documents. |
Net Loss per Share Applicable35
Net Loss per Share Applicable to Common Stockholders (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 46,009 | 32,678 |
Common stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 1,551 | 1,551 |
Common stock warrants equity treatment [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 26,876 | 15,830 |
Common stock warrants liability treatment [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 15,839 | 12,500 |
Convertible notes and accrued interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 1,743 | 2,797 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Share-based Compensation | $ 5.2 | $ 6.4 | |
Deferred Compensation Liability, Current and Noncurrent | $ 8.8 | ||
Common Stock Shares And Warrants Issued Favored Nation Provision Terms | On March 3, 2016, the Company entered into a financing under which it sold 5.9 million common shares and 12.1 million Series A, B and C warrants to unrelated investors on terms more favorable than the existing terms of Cognates shares. The sale of common shares had an effective price of $1.7, which triggered a most favored nation obligation which would result in an obligation to issue 6.0 million shares to Cognate. However, these shares have not been issued, and the Company is in active negotiations with Cognate seeking to modify these arrangements. | ||
Cognate Bioservices [Member] | |||
Related Party Transaction [Line Items] | |||
Accounts Payable, Related Parties | $ 6.4 | $ 5.5 | |
Payments to Acquire in Process Research and Development | $ 11.2 | $ 14.7 |
Stockholders' Equity (Deficit37
Stockholders' Equity (Deficit) (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Shareholders Deficit [Line Items] | |
Number of Warrants, Outstanding as of December 31, 2015 | shares | 27,267,441 |
Number of Warrants, Warrants granted in a registered direct offering | shares | 12,058,825 |
Number Of Warrants - Additional warrants owed to Cognate as part of reset | shares | 3,405,671 |
Number of Warrants, Warrants expired and cancellation | shares | (16,791) |
Number of Warrants, Outstanding as of March 31, 2016 | shares | 42,715,146 |
Weighted Average Exercise Price - Outstanding | $ / shares | $ 4.4 |
Weighted Average Exercise Price - Warrants granted in a registered direct offering | $ / shares | 3.04 |
Weighted Average Exercise Price - Additional warrants owed to Cognate as part of reset | $ / shares | $ 1.70 |
Weighted Average Exercise Price - Warrants expired and cancellation | $ / shares | 11.86 |
Weighted Average Exercise Price - Outstanding as of March 31, 2016 | $ / shares | $ 3.53 |
Stockholders' Equity (Deficit38
Stockholders' Equity (Deficit) (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended |
Feb. 29, 2016 | Mar. 31, 2016 | |
Shareholders Deficit [Line Items] | ||
Proceeds From Sale Of Available Securities Gross | $ 10 | |
Proceeds from Sale of Available-for-sale Securities, Total | $ 9.2 | |
Series A Warrants [Member] | ||
Shareholders Deficit [Line Items] | ||
Sale of Stock, Number of Shares Issued in Transaction | 5,882,353 | |
Sale of Stock, Price Per Share | $ 1.70 | |
Warrant Issued to Purchase Common Stock | 2,941,177 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.25 | |
Series B Warrants [Member] | ||
Shareholders Deficit [Line Items] | ||
Warrant Issued to Purchase Common Stock | 5,882,353 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 3 | |
Series C Warrants [Member] | ||
Shareholders Deficit [Line Items] | ||
Warrant Issued to Purchase Common Stock | 2,941,177 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4 | |
Warrants Expiration Period | 5 years | |
Private Placement [Member] | ||
Shareholders Deficit [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.125 | |
Percentage Of Placement Fees On Aggregate Purchase Price Of Common Stock Sold | 7.00% | |
Percentage Of Common Stock Warrants Issuable On Aggregate Number Of Shares Of Common Stock Sold | 5.00% | |
Class Of Warrant Or Right Exercise Price Percentage On Public Offering Price | 125.00% | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 294,118 |