Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 08, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
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 | 113,742,204 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 2,143 | $ 21,813 |
Restricted cash - interest payments held in escrow | 883 | 886 |
Prepaid expenses and other current assets | 1,473 | 1,402 |
Total current assets | 4,499 | 24,101 |
Non-current assets: | ||
Property, plant and equipment, net | 46,892 | 46,157 |
Restricted cash - interest payments held in escrow, net of current portion | 77 | 349 |
Other assets | 141 | 190 |
Total non-current assets | 47,110 | 46,696 |
Total assets | 51,609 | 70,797 |
Current liabilities: | ||
Accounts payable | 12,318 | 11,721 |
Accounts payable to related party | 7,575 | 5,455 |
Accrued expenses (includes related party of $13 and $11 as of June 30, 2016 and December 31, 2015, respectively) | 1,341 | 1,309 |
Convertible notes, net (includes related party note of $50 as of June 30, 2016 and December 31, 2015) | 185 | 185 |
Note payable - in dispute | 934 | 934 |
Mortgage loan (net of deferred financing cost of $466 and $468 as of June 30, 2016 and December 31, 2015, respectively) | 10,339 | 11,144 |
Environmental remediation liability | 6,200 | 6,200 |
Shares payable to related party | 10,480 | 0 |
Derivative liability | 10,527 | 27,982 |
Total current liabilities | 59,899 | 64,930 |
Non-current liabilities: | ||
Convertible note (net of deferred financing cost of $317 and $457 as of June 30, 2016 and December 31, 2015, respectively) | 10,683 | 10,543 |
Total non-current liabilities | 10,683 | 10,543 |
Total liabilities | 70,582 | 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 June 30, 2016 and December 31, 2015, respectively | 0 | 0 |
Common stock ($0.001 par value); 450,000,000 shares authorized; 106,167,204 and 95,858,087 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively | 106 | 96 |
Additional paid-in capital | 635,550 | 630,613 |
Accumulated deficit | (655,543) | (635,262) |
Accumulated other comprehensive gain (loss) | 914 | (123) |
Total stockholders' equity (deficit) | (18,973) | (4,676) |
Total liabilities and stockholders' equity (deficit) | $ 51,609 | $ 70,797 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accrued expenses, related party net (in dollars) | $ 13 | $ 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 | 106,167,204 | 95,858,087 |
Common stock, shares outstanding | 106,167,204 | 95,858,087 |
Convertible Debt [Member] | ||
Deferred Finance Costs, Noncurrent, Net (in dollars) | $ 317 | $ 457 |
Mortgage Loan [Member] | ||
Deferred Finance Costs, Noncurrent, Net (in dollars) | $ 466 | $ 468 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues: | ||||
Research grant and other | $ 157 | $ 391 | $ 393 | $ 585 |
Total revenues | 157 | 391 | 393 | 585 |
Operating costs and expenses: | ||||
Research and development | 8,713 | 27,799 | 22,153 | 47,424 |
General and administrative | 6,467 | 11,446 | 10,742 | 14,846 |
Total operating costs and expenses | 15,180 | 39,245 | 32,895 | 62,270 |
Loss from operations | (15,023) | (38,854) | (32,502) | (61,685) |
Other income (expense): | ||||
Change in fair value of derivative liability | 3,930 | (25,694) | 17,455 | (48,852) |
Interest expense | (729) | (1,636) | (1,447) | (2,429) |
Foreign currency transaction loss | (2,353) | (661) | (3,787) | (312) |
Net loss | (14,175) | (66,845) | (20,281) | (113,278) |
Deemed dividend related to warrant modification | (2,640) | 0 | (2,640) | 0 |
Net loss applicable to common stockholders | $ (16,815) | $ (66,845) | $ (22,921) | $ (113,278) |
Net loss per share applicable to common stockholders - basic and diluted (in dollars per share) | $ (0.16) | $ (0.88) | $ (0.23) | $ (1.56) |
Weighted average shares used in computing basic and diluted loss per share (in shares) | 103,831 | 75,619 | 100,782 | 72,530 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net loss | $ (14,175) | $ (66,845) | $ (20,281) | $ (113,278) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | 537 | 672 | 1,037 | 604 |
Total comprehensive loss | $ (13,638) | $ (66,173) | $ (19,244) | $ (112,674) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - 6 months ended Jun. 30, 2016 - 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, 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 |
Warrants exercised for cash | 4,235 | $ 4 | 4,231 | 0 | 0 |
Warrants exercised for cash (in shares) | 4,412 | ||||
Offering cost related to warrants exercise | (341) | $ 0 | (341) | 0 | 0 |
Modification on warrant exercise price | 2,640 | 0 | 2,640 | 0 | 0 |
Deemed dividend related to warrant exercise price modification | (2,640) | 0 | (2,640) | 0 | 0 |
Common stock issued as compensation | 12 | $ 0 | 12 | 0 | 0 |
Common stock issued as compensation (in shares) | 15 | ||||
Shares payment due to Cognate BioServices | (8,203) | $ 0 | (8,203) | 0 | 0 |
Net loss | (20,281) | 0 | 0 | (20,281) | 0 |
Cumulative translation adjustment | 1,037 | 0 | 0 | 0 | 1,037 |
Balance at Jun. 30, 2016 | $ (18,973) | $ 106 | $ 635,550 | $ (655,543) | $ 914 |
Balance (in shares) at Jun. 30, 2016 | 106,167 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (20,281) | $ (113,278) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization | 80 | 15 |
Amortization of deferred financing cost | 431 | 717 |
Change in fair value of derivatives | (17,455) | 48,852 |
Stock and warrants issued for services | 0 | 3,389 |
Stock issued to Cognate BioServices under Cognate Agreements | 2,277 | 15,784 |
Common stock issued as compensation | 12 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 337 | (591) |
Accounts payable and accrued expenses | 628 | 2,211 |
Related party accounts payable and accrued expenses | 2,121 | (1,529) |
Other non-current assets | 49 | (254) |
Net cash used in operating activities | (31,801) | (44,684) |
Cash Flows from Investing Activities: | ||
Purchase of property, plant and equipment | (4,303) | (2,015) |
Funding of escrow - convertible notes | 275 | 0 |
Net cash used in investing activities | (4,028) | (2,015) |
Cash Flows from Financing Activities: | ||
Proceeds from mortgage loan | 0 | 4,997 |
Deferred offering cost related to mortgage loan | 0 | (138) |
Proceeds transferred from escrow account | 0 | 62 |
Proceeds from issuance of common stock and warrants in a registered direct offering | 10,000 | 40,000 |
Offering cost related to registered direct offering | (756) | 0 |
Warrants exercised for cash | 4,235 | 6,792 |
Offering cost related to warrants exercise | (341) | 0 |
Net cash provided by financing activities | 13,138 | 51,713 |
Effect of exchange rate changes on cash and cash equivalents | 3,021 | 798 |
Net (decrease) increase in cash and cash equivalents | (19,670) | 5,812 |
Cash and cash equivalents at beginning of year | 21,813 | 13,390 |
Cash and cash equivalents at end of year | 2,143 | 19,202 |
Supplemental schedule of non-cash investing and financing activities: | ||
Accrued exit fee incurred from mortgage loan | 0 | 51 |
Accrued renewal fee incurred from mortgage loan | 301 | 0 |
Deemed dividend related to modification of warrant | (2,640) | 0 |
Cashless warrant exercise on warrant liability | 0 | 521 |
Reclassification of warrant liabilities related to warrants exercised for cash | 0 | 58 |
Increase in accounts payable related to UK property | 0 | 257 |
VAT receivables related to UK property | 408 | 0 |
Interest payment on convertible note from escrow | 0 | 803 |
Redeemable security settlement | 0 | 299 |
Convertible Debt [Member] | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Issuance of common stock | 0 | 4,500 |
Accrued Interest [Member] | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Issuance of common stock | 0 | 187 |
Mortgage Loan [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest payments | (920) | (673) |
Convertible Notes Payable [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest payments | $ (275) | $ (803) |
Organization and Description of
Organization and Description of Business and Recent Developments | 6 Months Ended |
Jun. 30, 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 | 6 Months Ended |
Jun. 30, 2016 | |
Liquidity [Abstract] | |
Liquidity and Financial Condition [Text Block] | 2. Liquidity and Financial Condition For the six months ended June 30, 2016, the Company recognized net losses of $ 20.3 During the six months ended June 30, 2016, the Company used approximately $ 31.8 2.1 55.4 7.6 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 not be able to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 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 June 30, 2016, condensed consolidated statements of operations for the three and six months ended June 30, 2016 and 2015, condensed consolidated statements of comprehensive loss for the three and six months ended June 30, 2016 and 2015, condensed consolidated statement of stockholders’ equity (deficit) for the six months ended June 30, 2016, and the condensed consolidated statements of cash flows for the six months ended June 30, 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 and six months ended June 30, 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 December 31, 2015 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, as amended on April 29, 2016. In preparing condensed consolidated 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 instruments 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 with 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 additional liability resulting from the completion of the clean-up, if any, would be included in other income (expense). As of June 30, 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 reports comprehensive loss and its components in its condensed consolidated financial statements. Comprehensive loss consists of net loss and foreign currency translation adjustments, affecting stockholders’ equity (deficit) that, under U.S, GAAP, are excluded from net loss. For the three months ended June 30, 2016 and 2015, the Company recognized research and development costs of $8.7 million and $27.8 million, respectively. For the six months ended June 30, 2016 and 2015, the Company recognized research and development costs of $ 22.2 47.4 There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2015 Annual Report. Compensation-Stock Compensation In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting Revenue from Contracts with Customer In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customer Recognition and Measurement of Financial Assets and Financial Liabilities In January 2016, FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities Leases In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) Leases (Topic 840) |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 4. Fair Value Measurements Fair value measured at June 30, 2016 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs June 30, 2016 (Level 1) (Level 2) (Level 3) Derivative liability $ 10,527 $ - $ - $ 10,527 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 six-month period ended June 30, 2016. Warrant Liability Balance - January 1, 2016 $ 27,982 Change in fair value (17,455) Balance June 30, 2016 $ 10,527 Date of valuation June 30, 2016 December 31, 2015 Strike price $ 1.50 $ 3.49 Volatility (annual) 85.6 % 86.9 % Risk-free rate 0.7 % 1.3 % Contractual term (years) 2.8 3.1 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 | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 5. Property, Plant and Equipment June 30, December 31, 2016 2015 Leasehold improvements $ 69 $ 69 Office furniture and equipment 25 25 Equipment and software 618 598 Construction in progress (property in the United Kingdom) 46,476 45,681 47,188 46,373 Less: accumulated depreciation (296) (216) $ 46,892 $ 46,157 Depreciation expense was approximately $ 67,000 12,000 80,000 15,000 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 6. Notes Payable 2014 Convertible Senior Notes The Company has Convertible Senior Notes of $ 10.7 0.3 5 6.60 1.0 For the three months ended For the six months ended June 30, June 30, 2016 2015 2016 2015 Contractual interest $ 137 $ 135 $ 274 $ 351 Accelerated interest due to the conversion of convertible senior notes into common stock - 563 - 563 Amortization of debt issuance costs 70 107 140 212 Accelerated amortization of debt issuance cost due to the conversion of convertible senior notes into common stock - 234 - 234 Total interest expense on the convertible senior notes $ 207 $ 1,039 $ 414 $ 1,360 Mortgage Loan On June 17, 2016, the Company entered into an extension agreement to renew the second mortgage loan maturity date to August 17, 2017 0.2 As of June 30, 2016, the Company had a net mortgage liability of $ 10.3 0.5 For the three months ended For the six months ended June 30, June 30, 2016 2015 2016 2015 Contractual interest $ 310 $ 363 $ 644 $ 643 Amortization of debt issuance costs 152 144 291 290 Total interest expense on the mortgage loans $ 462 $ 507 $ 935 $ 933 Other Notes Payable June 30, 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 | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 2016, and 2015, due to net losses. For the six months ended June 30, 2016 2015 Common stock options 1,551 1,551 Common stock warrants - equity treatment 23,276 13,166 Common stock warrants - liability treatment 21,169 12,491 Convertible notes and accrued interest 1,764 2,135 Potentially dilutive securities 47,760 29,343 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 8. Related Party Transactions Cognate BioServices, Inc. Cognate Expenses and Accounts Payable At June 30, 2016 and December 31, 2015, the Company owed Cognate $ 7.6 5.5 For the three months ended For the six months ended June 30, June 30, 2016 2015 2016 2015 Research and development cost related to Cognate $ 5,463 $ 20,922 $ 16,618 $ 35,640 Share Based Payments The Company recorded $ 8.2 15.8 Shares payable to related party - most favored nation provision During the period ended June 30, 2016 the Company entered into two financings with unrelated institutional investors that triggered the most favored nation provision. The first reset in the period ended March 31, 2016 had an effective price of $1.70 and would result in an obligation by the Company to issue 6.0 million shares to Cognate. The second reset occurred in the three month period ended June 30, 2016 had an effective price of $0.96 that resulted in an obligation to issue an additional 12.0 million shares. In total, the Company has an obligation to issue 18 million shares to Cognate as of June 30, 2016 under the most favored nation provision. Shares payable to related party for the three and six months ended June 30, 2016 was $ 1.7 10.5 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 9. Stockholders’ Equity (Deficit) Common Stock Issuances First Quarter of 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 also received Series C Warrants (the “Series C Warrants”) to purchase up to 2,941,177 4.00 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 Second Quarter of 2016 On May 15, 2016, the Company entered into an agreement with a holder (the “Holder”) of the Company’s existing Series A, B and C Warrants, pursuant to which the Holder agreed to exercise all of the Holder’s Series B Warrants to purchase 4,411,764 0.96 4,235 2,205,882 1.00 The Holder’s exercise of the Series B Warrants to purchase 4,411,764 2,205,882 1.00 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 7 220,588 5 1.20 125 The modification of the warrant exercise price increased the value of the warrants by approximately $ 2.6 Stock Purchase Warrants The following is a summary of warrant activity for the six months ended June 30, 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 Warrants granted to Cognate 3,405,671 1.70 Warrants expired and cancellation (16,791) 11.86 Outstanding as of March 31, 2016 42,715,146 $ 3.53 Warrants granted in a registered direct offering 2,426,470 1.02 Warrants granted to Cognate 5,329,961 0.96 Warrants exercised for cash (4,411,764) 0.96 Warrants expired and cancellation (1,614,837) 8.82 Outstanding as of June 30, 2016 44,444,976 $ 2.67 |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 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 and the other defendants filed reply briefs on May 18, 2016. Oral argument has been set for October 11, 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. The court entered the stay on March 18, 2016. 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 plaintiffs filed an opposition to the motion to dismiss on June 13, 2016. The Company and Ms. Powers filed a reply in support of their motion to dismiss on July 28, 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 | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 11. Subsequent Events On July 4, 2016, the Company entered into a Securities Purchase Agreement (the “Agreement”) with certain investors (the “Purchasers”), for a registered direct offering (the “Offering”) of 7,400,000 0.001 0.50 3,700,000 0.60 The Company and the Purchasers consummated the purchase and sale of the Securities (the “Closing”) on July 6, 2016. The Company raised gross proceeds of $ 3,700,000 3,300,000 296,000 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 June 30, 2016, condensed consolidated statements of operations for the three and six months ended June 30, 2016 and 2015, condensed consolidated statements of comprehensive loss for the three and six months ended June 30, 2016 and 2015, condensed consolidated statement of stockholders’ equity (deficit) for the six months ended June 30, 2016, and the condensed consolidated statements of cash flows for the six months ended June 30, 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 and six months ended June 30, 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 December 31, 2015 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, as amended on April 29, 2016. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates In preparing condensed consolidated 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 instruments 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 with 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 additional liability resulting from the completion of the clean-up, if any, would be included in other income (expense). As of June 30, 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 |
Comprehensive Loss Policy [Policy Text Block] | Comprehensive Loss The Company reports comprehensive loss and its components in its condensed consolidated financial statements. Comprehensive loss consists of net loss and foreign currency translation adjustments, affecting stockholders’ equity (deficit) that, under U.S, GAAP, are excluded from net loss. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs For the three months ended June 30, 2016 and 2015, the Company recognized research and development costs of $8.7 million and $27.8 million, respectively. For the six months ended June 30, 2016 and 2015, the Company recognized research and development costs of $ 22.2 47.4 |
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 Issued Accounting Pronouncements Compensation-Stock Compensation In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting Revenue from Contracts with Customer In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customer Recognition and Measurement of Financial Assets and Financial Liabilities In January 2016, FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities Leases In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) Leases (Topic 840) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2016 and December 31, 2015 (in thousands): Fair value measured at June 30, 2016 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs June 30, 2016 (Level 1) (Level 2) (Level 3) Derivative liability $ 10,527 $ - $ - $ 10,527 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 six-month period ended June 30, 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 (17,455) Balance June 30, 2016 $ 10,527 |
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 six months ended June 30, 2016 is as follows: Date of valuation June 30, 2016 December 31, 2015 Strike price $ 1.50 $ 3.49 Volatility (annual) 85.6 % 86.9 % Risk-free rate 0.7 % 1.3 % Contractual term (years) 2.8 3.1 Dividend yield (per share) 0 % 0 % |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consist of the following at June 30, 2016 and December 31, 2015 (in thousands): June 30, December 31, 2016 2015 Leasehold improvements $ 69 $ 69 Office furniture and equipment 25 25 Equipment and software 618 598 Construction in progress (property in the United Kingdom) 46,476 45,681 47,188 46,373 Less: accumulated depreciation (296) (216) $ 46,892 $ 46,157 |
Notes Payable (Tables)
Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of Debt [Table Text Block] | Notes payable consist of the following at June 30, 2016 and December 31, 2015 (in thousands): June 30, 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 |
Senior Convertible Notes [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Interest Income and Interest Expense Disclosure [Table Text Block] | The following table shows the details of interest expenses related to 2014 Convertible Senior Notes for the three and six months ended June 30, 2016 and 2015, respectively (in thousands): For the three months ended For the six months ended June 30, June 30, 2016 2015 2016 2015 Contractual interest $ 137 $ 135 $ 274 $ 351 Accelerated interest due to the conversion of convertible senior notes into common stock - 563 - 563 Amortization of debt issuance costs 70 107 140 212 Accelerated amortization of debt issuance cost due to the conversion of convertible senior notes into common stock - 234 - 234 Total interest expense on the convertible senior notes $ 207 $ 1,039 $ 414 $ 1,360 |
Mortgages [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Interest Income and Interest Expense Disclosure [Table Text Block] | The following table shows the details of interest expenses related to mortgages for the three and six months ended June 30, 2016 and 2015, respectively (in thousands): For the three months ended For the six months ended June 30, June 30, 2016 2015 2016 2015 Contractual interest $ 310 $ 363 $ 644 $ 643 Amortization of debt issuance costs 152 144 291 290 Total interest expense on the mortgage loans $ 462 $ 507 $ 935 $ 933 |
Net Loss per Share Applicable23
Net Loss per Share Applicable to Common Stockholders (Tables) | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2016 2015 Common stock options 1,551 1,551 Common stock warrants - equity treatment 23,276 13,166 Common stock warrants - liability treatment 21,169 12,491 Convertible notes and accrued interest 1,764 2,135 Potentially dilutive securities 47,760 29,343 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transaction, Due from (to) Related Party [Abstract] | |
Research and Development Arrangement, Contract to Perform for Others [Table Text Block] | The following table shows a summary of research and development cost from Cognate relating to the DCVax-L and DCVax-Direct programs, product and process development work and preparations for upcoming Phase II trials for the three and six months ended June 30, 2016 and 2015, respectively (in thousands): For the three months ended For the six months ended June 30, June 30, 2016 2015 2016 2015 Research and development cost related to Cognate $ 5,463 $ 20,922 $ 16,618 $ 35,640 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule Of Warrant Activity [Table Text Block] | The following is a summary of warrant activity for the six months ended June 30, 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 Warrants granted to Cognate 3,405,671 1.70 Warrants expired and cancellation (16,791) 11.86 Outstanding as of March 31, 2016 42,715,146 $ 3.53 Warrants granted in a registered direct offering 2,426,470 1.02 Warrants granted to Cognate 5,329,961 0.96 Warrants exercised for cash (4,411,764) 0.96 Warrants expired and cancellation (1,614,837) 8.82 Outstanding as of June 30, 2016 44,444,976 $ 2.67 |
Liquidity and Financial Condi26
Liquidity and Financial Condition (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | $ (31,801) | $ (44,684) | ||
Cash Equivalents, at Carrying Value | $ 2,100 | 2,100 | ||
Current Assets Less Payables | 55,400 | 55,400 | ||
Convertible Notes Payable Related Parties | 7,600 | 7,600 | ||
Net Income (Loss) Attributable To Parent | $ (14,175) | $ (66,845) | $ (20,281) | $ (113,278) |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Summary of Significant Accounting Policies [Line Items] | ||||
Research and Development Expense | $ 8,713 | $ 27,799 | $ 22,153 | $ 47,424 |
Accrued Environmental Loss Contingencies, Noncurrent | $ 6,200 | 6,200 | ||
Site Contingency, Loss Exposure in Excess of Accrual, Best Estimate | 6,200 | |||
Maximum [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Site Contingency, Loss Exposure in Excess of Accrual, Best Estimate | 4,500 | |||
Minimum [Member] | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Site Contingency, Loss Exposure in Excess of Accrual, Best Estimate | $ 32,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 10,527 | $ 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 | $ 10,527 | $ 27,982 |
Fair Value Measurements (Deta29
Fair Value Measurements (Details 1) - Warrant Liability [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance - January 1, 2016 | $ 27,982 |
Change in fair value | (17,455) |
Balance - June 30, 2016 | $ 10,527 |
Fair Value Measurements (Deta30
Fair Value Measurements (Details 2) | 6 Months Ended |
Jun. 30, 2016$ / shares | |
Quantitative Information One [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Strike price | $ 1.50 |
Volatility (annual) | 85.60% |
Risk-free rate | 0.70% |
Contractual term (years) | 2 years 9 months 18 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 | $ 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% |
Property, Plant and Equipment31
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment, Gross | $ 47,188 | $ 46,373 |
Less: accumulated depreciation | (296) | (216) |
Property, Plant and Equipment, Net | 46,892 | 46,157 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment, Gross | 69 | 69 |
Office furniture and equipment [Member] | ||
Property, Plant and Equipment, Gross | 25 | 25 |
Equipment and software [Member] | ||
Property, Plant and Equipment, Gross | 618 | 598 |
Construction in progress (property in the United Kingdom) [Member] | ||
Property, Plant and Equipment, Gross | $ 46,476 | $ 45,681 |
Property, Plant and Equipment32
Property, Plant and Equipment (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Depreciation | $ 67,000 | $ 12,000 | $ 80,000 | $ 15,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Mortgages [Member] | ||||
Contractual interest | $ 310 | $ 363 | $ 644 | $ 643 |
Amortization of debt issuance costs | 152 | 144 | 291 | 290 |
Total interest expense | 462 | 507 | 935 | 933 |
Senior Convertiable Note [Member] | ||||
Contractual interest | 137 | 135 | 274 | 351 |
Accelerated interest due to the conversion of convertible senior notes into common stock | 0 | 563 | 0 | 563 |
Amortization of debt issuance costs | 70 | 107 | 140 | 212 |
Accelerated amortization of debt issuance cost due to the conversion of convertible senior notes into common stock | 0 | 234 | 0 | 234 |
Total interest expense | $ 207 | $ 1,039 | $ 414 | $ 1,360 |
Notes Payable (Details 1)
Notes Payable (Details 1) - USD ($) $ in Thousands | Jun. 30, 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, Net - 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 June 30, 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 $0.050 million demand note as of June 30, 2016 is held by an officer of the Company. The holder has made no demand for payment, but reserves the right to make a demand at any time. |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Jun. 17, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | ||
Debt Instrument [Line Items] | ||||
Notes Payable, Current, Total | $ 934 | $ 934 | ||
Convertible Debt, Current | 135 | 135 | ||
Notes Payable, Noncurrent | 50 | 50 | ||
Mortgage Loans Due November 2016 [Member] | ||||
Debt Instrument [Line Items] | ||||
Deferred Finance Costs, Net | 500 | |||
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 | |||
Mortgage Loans Due August 2017 [Member] | ||||
Debt Instrument [Line Items] | ||||
Deferred Finance Costs, Net | 5,900 | |||
Mortgages [Member] | ||||
Debt Instrument [Line Items] | ||||
Deferred Finance Costs, Current, Net | 10,300 | |||
Senior Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Conversion, Converted Instrument, Amount | $ 10,700 | |||
Debt Instrument, Convertible, Conversion Price | $ 6.60 | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | |||
Escrow Deposit | $ 1,000 | |||
Deferred Offering Costs | 300 | |||
Second Mortgage Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Maturity Date | Aug. 17, 2017 | |||
Deferred Finance Costs, Current, Net | $ 200 | |||
Notes Payable Current, Unsecured, Issued One [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes Payable, Current, Total | [1] | 934 | 934 | |
Convertible Notes Payable, Net - 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 June 30, 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 $0.025 million note, the holder has elected to convert these notes into equity, the Company has delivered the applicable conversion documents to the holder, and the Company is waiting for the holder to execute and return the documents. |
Net Loss per Share Applicable36
Net Loss per Share Applicable to Common Stockholders (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 47,760 | 29,343 |
Common stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 1,551 | 1,551 |
Common stock warrants equity treatment [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 23,276 | 13,166 |
Common stock warrants liability treatment [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 21,169 | 12,491 |
Convertible notes and accrued interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 1,764 | 2,135 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Cognate Bioservices [Member] | ||||
Related Party Transaction [Line Items] | ||||
Research and development cost related | $ 5,463 | $ 20,922 | $ 16,618 | $ 35,640 |
Related Party Transactions (D38
Related Party Transactions (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||||
Common Stock Shares And Warrants Issued Favored Nation Provision Terms | During the period ended June 30, 2016 the Company entered into two financings with unrelated institutional investors that triggered the most favored nation provision. The first reset in the period ended March 31, 2016 had an effective price of $1.70 and would result in an obligation by the Company to issue 6.0 million shares to Cognate. The second reset occurred in the three month period ended June 30, 2016 had an effective price of $0.96 that resulted in an obligation to issue an additional 12.0 million shares. In total, the Company has an obligation to issue 18 million shares to Cognate as of June 30, 2016 under the most favored nation provision. | |||
Share-Based Compensation | $ 12 | $ 0 | ||
Research and Development Expense [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share-Based Compensation | $ 1,700 | 10,500 | ||
Cognate Bioservices [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts Payable, Related Parties | $ 7,600 | 7,600 | $ 5,500 | |
Share-Based Compensation | $ 8,200 | $ 15,800 |
Stockholders' Equity (Deficit39
Stockholders' Equity (Deficit) (Details) - $ / shares | 3 Months Ended | |
Jun. 30, 2016 | Mar. 31, 2016 | |
Shareholders Deficit [Line Items] | ||
Number of Warrants, Outstanding as of December 31, 2015 | 42,715,146 | 27,267,441 |
Number of Warrants, Warrants granted in a registered direct offering | 2,426,470 | 12,058,825 |
Number of Warrants, Granted To Cognate | 5,329,961 | 3,405,671 |
Number of Warrants, Warrants exercised for cash | (4,411,764) | |
Number of Warrants, Warrants expired and cancellation | (1,614,837) | (16,791) |
Number of Warrants, Outstanding as of March 31, 2016 | 44,444,976 | 42,715,146 |
Weighted Average Exercise Price - Outstanding | $ 3.53 | $ 4.4 |
Weighted Average Exercise Price - Warrants granted in a registered direct offering | 1.02 | 3.04 |
Weighted Average Exercise Price - Granted To Cognate | 0.96 | 1.70 |
Weighted Average Exercise Price - Warrants exercised for cash | 0.96 | |
Weighted Average Exercise Price - Warrants expired and cancellation | 8.82 | 11.86 |
Weighted Average Exercise Price - Outstanding as of March 31, 2016 | $ 2.67 | $ 3.53 |
Stockholders' Equity (Deficit40
Stockholders' Equity (Deficit) (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | May 15, 2016 | May 31, 2016 | Feb. 29, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Shareholders Deficit [Line Items] | |||||||
Proceeds from Warrant Exercises | $ 4,235 | $ 6,792 | |||||
Proceeds From Sale Of Available Securities Gross | $ 10,000 | ||||||
Proceeds from Sale of Available-for-sale Securities, Total | $ 9,200 | ||||||
Deemed dividend Related To Warrant Modification | $ 2,600 | $ (2,640) | $ 0 | $ (2,640) | $ 0 | ||
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] | |||||||
Proceeds from Warrant Exercises | $ 4,235 | ||||||
Warrant Issued to Purchase Common Stock | 4,411,764 | 5,882,353 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.96 | $ 3 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,411,764 | ||||||
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 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,205,882 | ||||||
Series A and Series C Warrants [Member] | |||||||
Shareholders Deficit [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||
Series D Warrants [Member] | |||||||
Shareholders Deficit [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,205,882 | ||||||
Private Placement [Member] | |||||||
Shareholders Deficit [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.20 | $ 2.125 | $ 2.125 | ||||
Percentage Of Placement Fees On Aggregate Purchase Price Of Common Stock Sold | 7.00% | 7.00% | |||||
Percentage Of Common Stock Warrants Issuable On Aggregate Number Of Shares Of Common Stock Sold | 5.00% | 5.00% | |||||
Class Of Warrant Or Right Exercise Price Percentage On Public Offering Price | 125.00% | 125.00% | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 220,588 | 294,118 | 294,118 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Jul. 04, 2016 | Jul. 31, 2016 | Feb. 29, 2016 |
Subsequent Event [Line Items] | |||
Proceeds From Sale Of Available Securities Gross | $ 10,000,000 | ||
Proceeds from Sale of Available-for-sale Securities, Total | $ 9,200,000 | ||
Series A Warrants [Member] | |||
Subsequent Event [Line Items] | |||
Sale of Stock, Price Per Share | $ 1.70 | ||
Sale of Stock, Number of Shares Issued in Transaction | 5,882,353 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Sale of Stock, Price Per Share | $ 0.001 | ||
Proceeds From Sale Of Available Securities Gross | $ 3,700,000 | ||
Sale of Stock, Number of Shares Issued in Transaction | 7,400,000 | ||
Proceeds from Sale of Available-for-sale Securities, Total | $ 3,300,000 | ||
Subsequent Event [Member] | Series A Warrants [Member] | |||
Subsequent Event [Line Items] | |||
Warrants Issued To Purchase Of Common Stock | 3,700,000 | ||
Subsequent Event [Member] | Placement Agent [Member] | |||
Subsequent Event [Line Items] | |||
Proceeds from Sale of Available-for-sale Securities, Total | $ 296,000 | ||
Subsequent Event [Member] | Minimum [Member] | |||
Subsequent Event [Line Items] | |||
Sale of Stock, Price Per Share | $ 0.50 | ||
Subsequent Event [Member] | Maximum [Member] | |||
Subsequent Event [Line Items] | |||
Sale of Stock, Price Per Share | $ 0.60 |