Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 08, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
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 | 123,688,715 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 802 | $ 21,813 |
Restricted cash - interest payments held in escrow | 685 | 886 |
Prepaid expenses and other current assets | 785 | 1,402 |
Total current assets | 2,272 | 24,101 |
Non-current assets: | ||
Property, plant and equipment, net | 46,550 | 46,157 |
Restricted cash - interest payments held in escrow, net of current portion | 0 | 349 |
Other assets | 120 | 190 |
Total non-current assets | 46,670 | 46,696 |
Total assets | 48,942 | 70,797 |
Current liabilities: | ||
Accounts payable | 13,339 | 11,721 |
Accounts payable to related party | 11,845 | 5,455 |
Accrued expenses (includes related party of $14 and $11 as of September 30, 2016 and December 31, 2015, respectively) | 1,295 | 1,309 |
Convertible notes (net of deferred financing cost of $246 and $0 as of September 30, 2016 and December 31, 2015, respectively; includes related party note of $50 as of September 30, 2016 and December 31, 2015) | 10,939 | 185 |
Note payable - in dispute | 0 | 934 |
Mortgage loan (net of deferred financing cost of $237 and $468 as of September 30, 2016 and December 31, 2015, respectively) | 10,148 | 11,144 |
Environmental remediation liability | 6,200 | 6,200 |
Derivative liability | 198 | 27,982 |
Total current liabilities | 53,964 | 64,930 |
Non-current liabilities: | ||
Convertible note (net of deferred financing cost of $0 and $457 as of September 30, 2016 and December 31, 2015, respectively) | 0 | 10,543 |
Total non-current liabilities | 0 | 10,543 |
Total liabilities | 53,964 | 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 September 30, 2016 and December 31, 2015, respectively | 0 | 0 |
Common stock ($0.001 par value); 450,000,000 shares authorized; 120,776,695 and 95,858,087 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively | 121 | 96 |
Additional paid-in capital | 678,624 | 630,613 |
Accumulated deficit | (684,770) | (635,262) |
Accumulated other comprehensive gain (loss) | 1,003 | (123) |
Total stockholders' equity (deficit) | (5,022) | (4,676) |
Total liabilities and stockholders' equity (deficit) | $ 48,942 | $ 70,797 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Accrued expenses, related party net (in dollars) | $ 14 | $ 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 | 120,776,695 | 95,858,087 |
Common stock, shares outstanding | 120,776,695 | 95,858,087 |
Convertible Debt [Member] | ||
Debt Issuance Costs, Current, Net (in dollars) | $ 246 | $ 0 |
Debt Issuance Costs, Noncurrent, Net (in dollars) | 0 | 457 |
Mortgage Loan [Member] | ||
Debt Issuance Costs, Current, Net (in dollars) | $ 237 | $ 468 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues: | ||||
Research grant and other | $ 159 | $ 291 | $ 552 | $ 876 |
Total revenues | 159 | 291 | 552 | 876 |
Operating costs and expenses: | ||||
Cognate research and development cost - services | 21,094 | 9,138 | 43,247 | 56,562 |
General and administrative | 4,581 | 4,366 | 15,323 | 19,212 |
Total operating costs and expenses | 25,675 | 13,504 | 58,570 | 75,774 |
Loss from operations | (25,516) | (13,213) | (58,018) | (74,898) |
Other income (expense): | ||||
Inducement loss | (1,457) | 0 | (1,457) | 0 |
Change in fair value of derivative liability | (217) | 36,490 | 17,238 | (12,362) |
Loss from extinguishment of debt | (433) | 0 | (433) | 0 |
Interest expense | (691) | (1,046) | (2,138) | (3,475) |
Foreign currency transaction loss | (913) | 384 | (4,700) | 72 |
Net income (loss) | (29,227) | 22,615 | (49,508) | (90,663) |
Deemed dividend related to warrant modification | (3,007) | 0 | (5,647) | 0 |
Net income (loss) applicable to common stockholders | $ (32,234) | $ 22,615 | $ (55,154) | $ (90,663) |
Net earnings (loss) per share applicable to common stockholders | ||||
Basic (in dollars per share) | $ (0.28) | $ 0.29 | $ (0.52) | $ (1.22) |
Diluted (in dollars per share) | $ (0.28) | $ 0.25 | $ (0.52) | $ (1.22) |
Weighted average shares used in computing basic earnings (loss) per share | 114,836 | 78,062 | 105,501 | 74,394 |
Weighted average shares used in computing diluted earnings (loss) per share | 114,836 | 89,821 | 105,501 | 74,394 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net income (loss) | $ (29,227) | $ 22,615 | $ (49,508) | $ (90,663) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | 626 | (461) | 1,126 | 143 |
Total comprehensive income (loss) | $ (28,601) | $ 22,154 | $ (48,382) | $ (90,520) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - 9 months ended Sep. 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 | 13,700 | $ 13 | 13,687 | 0 | 0 |
Issuance of common stock and warrants for cash in a registered direct offering (in shares) | 13,282 | ||||
Offering cost related to registered direct offering | (1,077) | $ 0 | (1,077) | 0 | 0 |
Issuance of common stock and warrants for cash in private offering | 926 | $ 3 | 923 | 0 | 0 |
Issuance of common stock and warrants for cash in private offering (in Shares) | 2,572 | ||||
Warrants exercised for cash | 8,066 | $ 15 | 8,051 | 0 | 0 |
Warrants exercised for cash (in shares) | 15,358 | ||||
Offering costs related to warrants exercise | (795) | $ 0 | (795) | 0 | 0 |
Modification on warrant exercise price | 5,647 | 0 | 5,647 | 0 | 0 |
Deemed dividend related to warrant exercise price modification | (5,647) | 0 | (5,647) | 0 | 0 |
Issuance of common stock for accounts payable conversion | 28 | $ 0 | 28 | 0 | 0 |
Issuance of common stock for accounts payable conversion (in Shares) | 78 | ||||
Issuance of common stock and warrants for debt and accrued interest conversion | 1,433 | $ 3 | 1,430 | 0 | 0 |
Issuance of common stock and warrants for debt and accrued interest conversion (in Shares) | 2,222 | ||||
Common stock issued as compensation | 98 | $ 0 | 98 | 0 | 0 |
Common stock issued as compensation (in shares) | 190 | ||||
Return of common stock and warrants from Cognate | 0 | $ (8) | 8 | 0 | 0 |
Return of common stock and warrants from Cognate (in Shares) | (8,052) | ||||
Extinguishment of shares payable related to Cognate | 22,539 | $ 0 | 22,539 | 0 | 0 |
Extinguishment of derivative liabilities related to Cognate | 10,131 | 0 | 10,131 | 0 | 0 |
Shares payment due to Cognate BioServices | (8,885) | $ (1) | (8,884) | 0 | 0 |
Shares payment due to Cognate BioServices (in Shares) | (732) | ||||
Reclassification of warrant liabilities related to warrants exercised for cash | 1,872 | $ 0 | 1,872 | 0 | 0 |
Net loss | (49,508) | 0 | 0 | (49,508) | 0 |
Cumulative translation adjustment | 1,126 | 0 | 0 | 0 | 1,126 |
Balance at Sep. 30, 2016 | $ (5,022) | $ 121 | $ 678,624 | $ (684,770) | $ 1,003 |
Balance (in shares) at Sep. 30, 2016 | 120,776 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (49,508) | $ (90,663) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization | 135 | 44 |
Amortization of deferred financing cost | 639 | 1,013 |
Change in fair value of derivatives | (17,238) | 12,362 |
Inducement loss | 1,457 | 0 |
Loss from extinguishment of debt | 433 | 0 |
Stock issued to (returned by) Cognate BioServices | 13,654 | 9,400 |
Common stock issued as compensation | 98 | 3,389 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 617 | (563) |
Accounts payable and accrued expenses | 1,697 | 7,083 |
Related party accounts payable and accrued expenses | 6,391 | 1,496 |
Other non-current assets | 70 | (42) |
Net cash used in operating activities | (41,555) | (56,481) |
Cash Flows from Investing Activities: | ||
Purchase of property, plant and equipment | (4,770) | (4,010) |
Funding of escrow - convertible notes | 550 | 0 |
Net cash used in investing activities | (4,220) | (4,010) |
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 | 287 |
Proceeds from issuance of common stock and warrants in a registered direct offering | 13,700 | 0 |
Offering cost related to registered direct offering | (1,077) | 0 |
Warrants exercised for cash | 8,066 | 7,431 |
Offering costs related to warrants exercise | (795) | 0 |
Proceeds from issuance of common stock and warrants in private offering | 926 | 40,000 |
Net cash provided by financing activities | 20,820 | 52,577 |
Effect of exchange rate changes on cash and cash equivalents | 3,944 | (84) |
Net decrease in cash and cash equivalents | (21,011) | (7,998) |
Cash and cash equivalents at beginning of period | 21,813 | 13,390 |
Cash and cash equivalents at end of period | 802 | 5,392 |
Supplemental schedule of non-cash investing and financing activities: | ||
Deemed dividend related to modification of warrant | (5,647) | 0 |
Return of common stock and warrants from Cognate | 8 | 0 |
Extinguishment of shares payable related to Cognate | 22,539 | 0 |
Extinguishment of derivative liabilities related to Cognate | 10,131 | 0 |
Issuance of common stock for accounts payable conversion | 28 | 0 |
Issuance of common stock for conversion of accrued interest | 66 | 387 |
Accrued renewal fee incurred from mortgage loan | 211 | 0 |
Accrued exit fee incurred from mortgage loan | 0 | 51 |
Reclassification of warrant liabilities related to warrants exercised for cash | 825 | 264 |
Reclassification of warrant liabilities related to cashless warrants exercise | 0 | 521 |
Redeemable security settlement | 0 | 299 |
Accounts Payable [Member] | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Issuance of common stock for debt conversion | 934 | 6,500 |
Mortgage Loan [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest payments | (1,497) | (1,025) |
Convertible Notes Payable [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest payments | $ (550) | $ (1,103) |
Organization and Description of
Organization and Description of Business and Recent Developments | 9 Months Ended |
Sep. 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 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. |
Liquidity and Financial Conditi
Liquidity and Financial Condition | 9 Months Ended |
Sep. 30, 2016 | |
Liquidity [Abstract] | |
Liquidity and Financial Condition [Text Block] | 2. Liquidity and Financial Condition For the three and nine months ended September 30, 2016, the Company recognized net losses of $29.2 million and $49.5 million, respectively. During the three and nine months ended September 30, 2016, the Company used approximately $9.8 million and $41.6 million of cash in its operating activities respectively. These cash outflows included substantial amounts of accrued costs relating to prior periods of higher activity and expenditures in the Company’s Phase III clinical trial which have subsequently been reduced, and included substantial amounts of legal costs which the Company anticipates may be subject to reimbursement under the Company’s insurance, with further legal expenses going forward being covered by insurance directly. The Company had current assets of $2.3 million, accounts payable of $13.3 million and accounts payable to related party of $11.8 million, convertible notes, net of $10.9 million and mortgage loans, net of $10.1 million. 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 | 9 Months Ended |
Sep. 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. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of September 30, 2016, condensed consolidated statements of operations for the three and nine months ended September 30, 2016 and 2015, condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 2016 and 2015, condensed consolidated statement of stockholders’ equity (deficit) for the nine months ended September 30, 2016, and the condensed consolidated statements of cash flows for the nine months ended September 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 nine months ended September 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 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 September 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 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 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. There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2015 Annual Report. Statement of Cash Flows In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows 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 | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 4. Fair Value Measurements Extinguishment of Derivative Liabilities related to Cognate On May 2, 2016, the Company submitted a remediation plan (the “Remediation Plan”) related to certain stock issued to Cognate to regain compliance with Nasdaq’s Rule 5635. The Remediation Plan was accepted by Nasdaq on August 30, 2016. Pursuant to the Remediation Plan, the Company canceled the most favored nation provisions related to warrants issued to Cognate under 2013 Manufacturing Services agreement (“2013 Agreement”) and 2014 Manufacturing Services Agreements (“2014 Agreements”) through a binding agreement with Cognate. In addition, Cognate returned and the Company extinguished 6,880,574 4,305,772 10.1 Date of valuation August 30, 2016 Strike price $ 0.35 Volatility (annual) 81 % Risk-free rate 1 % Contractual term (years) 2.8 Dividend yield (per share) 0 % Extinguishment of Warrant Liabilities Related to Cash Exercise 2,555,000 2016 Warrants Strike price $ 0.35 Volatility (annual) 83 % Risk-free rate 1 % Contractual term (years) 2.2 Dividend yield (per share) 0 % The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management. Fair value measured at September 30, 2016 Quoted Significant other Significant Fair value at markets observable inputs unobservable inputs September 30, 2016 (Level 1) (Level 2) (Level 3) Derivative liability $ 198 $ - $ - $ 198 Fair value measured at December 31, 2015 Quoted 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 nine month period ended September 30, 2016. Warrant Liability Balance - January 1, 2016 $ 27,982 Extinguishment of derivative liabilities related to Cognate (10,131) Extinguishment of warrant liabilities related to warrants exercised for cash (415) Change in fair value (17,238) Balance September 30, 2016 $ 198 Date of valuation September 30, December 31, Strike price $ 3.98 $ 3.49 Volatility (annual) 89 % 87 % Risk-free rate 1 % 1 % Contractual term (years) 2.2 3.1 Dividend yield (per share) 0 % 0 % |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 5. Property, Plant and Equipment September 30, December 31, 2016 2015 Leasehold improvements $ 69 $ 69 Office furniture and equipment 25 25 Computer equipment and software 626 598 Construction in progress (property in the United Kingdom)* 46,181 45,681 46,901 46,373 Less: accumulated depreciation (351) (216) $ 46,550 $ 46,157 * Construction in progress includes both the land acquisition costs and the building costs. Depreciation expense was approximately $ 55,000 29,000 135,000 44,000 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 6. Notes Payable Accumulated Stated Conversion Debt Carrying Maturity Date Interest Rate Price Face Value Discount Value 6% unsecured (1) 9/19/2011 6% $ 3.09 $ 135 $ - $ 135 8% unsecured note to related party On Demand 8% N/A 50 - 50 2014 Senior convertible notes (2) 8/15/2017 5% $ 6.60 11,000 (246) 10,754 Mortgage loan (3) 11/16/2016 & 8/13/2017 12% N/A 10,385 (237) 10,148 Ending balance as of September 30, 2016 $ 21,570 $ (483) $ 21,087 Accumulated Stated Conversion Debt Carrying Maturity Date Interest Rate Price Face Value Discount Value 15% unsecured - in dispute 7/31/2011 15% N/A $ 934 $ - $ 934 6% unsecured 9/19/2011 6% $ - 135 - 135 8% unsecured note to related party On Demand 8% N/A 50 - 50 2014 Senior convertible notes 8/15/2017 5% $ - 11,000 (457) 10,543 Mortgage loan 11/16/2016 & 8/13/2017 12% N/A 11,612 (468) 11,144 Ending balance as of December 31, 2015 $ 23,731 $ (925) $ 22,806 (1) This $ 135,000 110,000 25,000 (2) The Company has $ 0.7 (3) On August 17, 2016, the lender issued an automatic one year extension of the second mortgage loan maturity date to August 17, 2017 0.2 For the three months ended For the nine months ended September 30, September 30, 2016 2015 2016 2015 Interest expenses related to senior convertible notes: Contractual interest $ 139 $ 151 $ 413 $ 502 Accelerated interest due to the conversion of convertible senior notes into common stock - 200 - 763 Amortization of debt issuance costs 71 80 211 292 Accelerated amortization of debt issuance cost due to the conversion of convertible senior notes into common stock - 68 - 302 Total interest expenses related to senior convertible notes 210 499 624 1,859 Interest expenses related to other notes: 15% unsecured originally due July 2011 - in dispute 35 35 105 105 6% unsecured 2 3 6 69 8% unsecured note due 2014 (related party) - on demand 1 1 3 3 Total interest expenses related to other notes 38 39 114 177 Interest expenses related to mortgage loan: Contractual interest 305 360 970 994 Amortization of debt issuance costs 136 147 428 437 Total interest expenses on the mortgage loan 441 507 1,398 1,431 Other interest expenses 2 1 2 8 Total interest expenses $ 691 $ 1,046 $ 2,138 $ 3,475 |
Net Earnings (Loss) per Share A
Net Earnings (Loss) per Share Applicable to Common Stockholders | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 7. Net Earnings (Loss) per Share Applicable to Common Stockholders Basic and diluted earnings (loss) per common share are computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share includes the determinants of basic net income per share and, in addition, gives effect to the potential dilution that would occur if securities or other contracts to issue common stock were exercised, vested or converted into common stock, unless they are anti-dilutive. Diluted weighted average common shares include common stock potentially issuable under our convertible notes, vested and unvested stock options and unvested RSUs, except where the effect of including them is anti-dilutive. For the three months ended For the nine months ended September 30, September 30, 2016 2015 2016 2015 Net earnings (loss) applicable to common stockholders - basic $ (32,234) $ 22,615 $ (55,154) $ (90,663) Interest on convertible senior notes - 79 - - Net earnings (loss) - diluted $ (32,234) $ 22,694 $ (55,154) $ (90,663) Weighted average shares outstanding - basic 114,836 78,062 105,501 74,394 Common stock warrants - 12,373 - - Convertible notes - 1,811 - - Less: unvested issued restricted stock - (2,425) - - Weighted average shares outstanding - diluted 114,836 89,821 105,501 74,394 Per share data: Basic $ (0.28) $ 0.29 $ (0.52) $ (1.22) Diluted $ (0.28) $ 0.25 $ (0.52) $ (1.22) For the nine months ended September 30, 2016 2015 Common stock options 1,551 1,551 Common stock warrants - equity treatment 38,990 12,929 Common stock warrants - liability treatment 1,316 12,434 Convertible notes and accrued interest 1,744 1,811 Potentially dilutive securities 43,601 28,725 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 8. Related Party Transactions Cognate BioServices, Inc. Remediation Plan As previously reported, on April 26, 2016, the Nasdaq Staff notified the Company that it had reviewed certain stock issuances by the Company to Cognate during 2014 and 2015, and that the Staff had determined that those issuances should be aggregated for purposes of applying Nasdaq rules. Under Nasdaq rules, for purposes of measuring against the limit of 20 As a result the Company proposed a remediation plan (the “Remediation Plan”) that Cognate would surrender certain shares and warrants it had received in connection with the Contracts, Cognate would accept an increase in the exercise price of certain warrants received in connection with the Contracts, and the most favored nation anti-dilution provisions would be deleted from the Contracts. The Remediation Plan was accepted by the Nasdaq staff on August 30, 2016. Pursuant to the Remediation Plan: (a) Cognate returned and the Company canceled 8,052,092 (b) Cognate returned and the Company canceled warrants for 6,880,574 4,305,772 4.27 5 (c) Cognate returned and the Company canceled 731,980 5,101,330 The remaining portions of the multi-year lock-up and vesting periods relating to shares and warrants held by Cognate were also cancelled. The Nasdaq settlement does not affect other obligations of the Company to Cognate, including for existing unpaid invoices, as the Company has previously reported. Cognate Expenses and Accounts Payable At September 30, 2016 and December 31, 2015, the Company owed Cognate $ 11.8 5.5 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 nine months ended September 30, 2016 and 2015, respectively (in thousands): For the three months ended For the nine months ended September 30, September 30, 2016 2015 2016 2015 Cognate research and development cost - services $ 6,794 $ 10,137 $ 21,135 $ 29,992 Stock issued to and returned by Cognate 11,376 (6,385) 13,653 9,400 Total $ 18,170 $ 3,752 $ 34,788 $ 39,392 Share Based Payments As of August 30, 2016, the research and development expense associated with the remaining 731,980 221,000 731,980 8,052,092 The Company recorded $ 8.9 9.4 Shares payable to related party elimination of most favored nation provision Shares and warrants previously issued to Cognate in partial payment of invoices for manufacturing services were under a 3-year lock-up, which had been in place since January 2014. The lock-up prevented Cognate from selling the shares received. During the lock-up, if the Company entered into a transaction with other investors or creditors on more favorable terms than Cognate received, the Company had an ongoing obligation, under the Manufacturing Services Agreements, 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. During the nine months period ended September 30, 2016, the Company entered into several financings with unrelated institutional investors that triggered the most favored nation provision (but which were not implemented, due to being cancelled and eliminated under the Remediation Agreement). The first reset occurred in February 2016, had an effective price of $ 1.70 6.0 0.96 12.0 0.60 16.6 0.35 31.6 None of these most favored nation shares were issued to Cognate. Under the Remediation Agreement, Cognate agreed to eliminate the most favored nation provisions, and to forego all these shares that had already been triggered. As a result of the elimination of the most favored nation, the Company reclassified $ 22.5 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 9 Months Ended |
Sep. 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 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 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 4,235,000 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 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 Third Quarter of 2016 During the quarter ended September 30, 2016, the Company issued 7,400,000 0.50 3,700,000 0.60 3.4 321 During the quarter ended September 30, 2016, the Company entered into multiple agreements with certain holders (the “Holders”) of the Company’s existing warrants, pursuant to which the Holders agreed to exercise all of the Holders’ warrants to purchase 10,945,694 0.35 3.4 454,000 0.44 5 263,122 0.44 The modification of the warrant exercise price increased the value of the warrants by approximately $ 3.0 During the quarter ended September 30, 2016, the Company issued a total of 2,572,216 0.36 0.9 1,286,111 0.42 5 On September 16, 2016, the Company converted a note in dispute and relevant accrued interest of $ 1.0 2,222,222 1,111,111 0.45 5 0.4 0.4 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 Warrants granted to Cognate* 3,405,671 1.70 Warrants expired and cancelled (16,791) 11.86 Outstanding as of March 31, 2016 42,715,146 $ 3.53 Warrants granted in a registered direct offering 2,426,440 1.02 Warrants granted to Cognate* 5,329,961 0.96 Warrants exercised for cash (4,411,764) 0.96 Warrants expired and cancelled (1,614,837) 8.82 Outstanding as of June 30, 2016 44,444,946 $ 2.67 Warrants granted to investors 18,428,640 0.64 Warrants granted to Cognate 4,305,772 4.27 Cognate warrants returned/cancelled (15,806,512) 0.35 Warrants exercised for cash (10,945,739) 0.35 Warrants expired and cancelled (120,979) 11.30 Outstanding as of September 30, 2016 40,306,128 $ 2.83 * Warrants contained down round protection (most favored nation provisions). |
Contingencies
Contingencies | 9 Months Ended |
Sep. 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. 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. The Company intends to vigorously defend the case. 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. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 11. Subsequent Events Debt Financing As the Company previously reported, in late October and thereafter the Company engaged in discussions with institutional investors interested in providing financing. Under Nasdaq rules, the number of shares which the Company may issue is limited in certain types of transactions (and not similarly limited in other types of transactions). The number of shares which the investors were interested to purchase may exceed the maximum number of shares issuable by the Company in the type of transaction contemplated. While this issue is being addressed, the Company has entered into a debt financing. On November 4, 2016, the Company entered into Promissory Note Agreements (the “Notes”) for $ 2.5 10 Nasdaq Issue In connection with the discussions with interested investors, the Company contacted Nasdaq to make the necessary filings for Listing of Additional Shares and to pursue a determination of the maximum number of shares the Company may issue to investors. On November 1, 2016, the Company submitted to Nasdaq information about the Company’s prior financing transactions during the preceding six-month period. On November 7, 2016, the Company received a letter from Nasdaq indicating that certain of the Company’s financing transactions did not comply with Nasdaq rules. The Nasdaq Staff had determined to aggregate a series of transactions that were completed with various unrelated parties between May 15, 2016 and October 13, 2016 for purposes of assessing whether the 20% threshold for shareholder approval had been triggered for issuances priced below the applicable market price. These transactions included repricing of existing common stock purchase warrants and issuances of new common shares and common stock purchase warrants. The Company and its representatives are in discussions with the Nasdaq Staff regarding available avenues for remediation, and the Company intends to submit its plan of remediation to Nasdaq on or before the November 18, 2016 deadline established by Nasdaq. If Nasdaq does not accept the plan of remediation, Nasdaq may issue a notice of delisting. The Company would then have the right to request a hearing before an independent Nasdaq Listing Qualifications Panel (the “Panel”). A request for a hearing would stay any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel. The Panel would have the discretion to grant the Company an extension period of up to 180 calendar days from the date of the delisting letter within which the Company would be required to demonstrate compliance with all applicable listing requirements. Sale of Common Stock and Issuance of Warrants in a Private Placement In October 2016, the Company issued 740,909 0.44 326,000 370,456 0.52 Issuance of Common Shares in Satisfaction of Outstanding Obligations On October 13, 2016, the Company converted accrued interest of $ 0.5 1,111,111 555,556 0.45 5 Assignment Agreement with Related Party As previously reported, on October 13, 2016, the Company entered into a Letter Agreement (the “Agreement”) with Cognate and related agreements in connection with an institutional financing of Cognate and to enable the Company to continue obtaining services from Cognate for the Company’s ongoing Phase III DCVax®-L trial and upcoming Phase II DCVax®-Direct trials. As an initial implementation step pursuant to the Agreement, on October 13, 2016 the Company entered into an Assignment and Assumption Agreement (the “Assignment Agreement”) pursuant to which the Company agreed to assume certain Cognate debt obligations in connection with preparations for initiation of Phase II clinical trials and further services in ongoing trials. The Company’s prior report noted that the third party lender and the Company were negotiating to finalize the arrangements related to this Assumption and that the Company planned to report the results in a future periodic filing. Based on discussions to date, the Company anticipates that, over a period of up to a year, the obligations could total an amount up to approximately $ 5 480,000 1 0.48 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of September 30, 2016, condensed consolidated statements of operations for the three and nine months ended September 30, 2016 and 2015, condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 2016 and 2015, condensed consolidated statement of stockholders’ equity (deficit) for the nine months ended September 30, 2016, and the condensed consolidated statements of cash flows for the nine months ended September 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 nine months ended September 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 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] | 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 September 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 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. |
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 Statement of Cash Flows In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows 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) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of September 30, 2016 and December 31, 2015 (in thousands): Fair value measured at September 30, 2016 Quoted Significant other Significant Fair value at markets observable inputs unobservable inputs September 30, 2016 (Level 1) (Level 2) (Level 3) Derivative liability $ 198 $ - $ - $ 198 Fair value measured at December 31, 2015 Quoted 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 nine-month period ended September 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 Extinguishment of derivative liabilities related to Cognate (10,131) Extinguishment of warrant liabilities related to warrants exercised for cash (415) Change in fair value (17,238) Balance September 30, 2016 $ 198 |
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 nine months ended September 30, 2016 is as follows: Date of valuation September 30, December 31, Strike price $ 3.98 $ 3.49 Volatility (annual) 89 % 87 % Risk-free rate 1 % 1 % Contractual term (years) 2.2 3.1 Dividend yield (per share) 0 % 0 % |
Warrant [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | During the quarter ended September 30, 2016 approximately 2,555,000 2016 Warrants Strike price $ 0.35 Volatility (annual) 83 % Risk-free rate 1 % Contractual term (years) 2.2 Dividend yield (per share) 0 % |
Cognate Warrant [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | A summary of weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring Cognate warrant extinguishment as of August 30, 2016 is as follows: Date of valuation August 30, 2016 Strike price $ 0.35 Volatility (annual) 81 % Risk-free rate 1 % Contractual term (years) 2.8 Dividend yield (per share) 0 % |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consist of the following at September 30, 2016 and December 31, 2015 (in thousands): September 30, December 31, 2016 2015 Leasehold improvements $ 69 $ 69 Office furniture and equipment 25 25 Computer equipment and software 626 598 Construction in progress (property in the United Kingdom)* 46,181 45,681 46,901 46,373 Less: accumulated depreciation (351) (216) $ 46,550 $ 46,157 * Construction in progress includes both the land acquisition costs and the building costs. |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of Debt [Table Text Block] | The following table summarizes outstanding debt as of September 30, 2016 and December 31, 2015 (amount in thousands): Accumulated Stated Conversion Debt Carrying Maturity Date Interest Rate Price Face Value Discount Value 6% unsecured (1) 9/19/2011 6% $ 3.09 $ 135 $ - $ 135 8% unsecured note to related party On Demand 8% N/A 50 - 50 2014 Senior convertible notes (2) 8/15/2017 5% $ 6.60 11,000 (246) 10,754 Mortgage loan (3) 11/16/2016 & 8/13/2017 12% N/A 10,385 (237) 10,148 Ending balance as of September 30, 2016 $ 21,570 $ (483) $ 21,087 Accumulated Stated Conversion Debt Carrying Maturity Date Interest Rate Price Face Value Discount Value 15% unsecured - in dispute 7/31/2011 15% N/A $ 934 $ - $ 934 6% unsecured 9/19/2011 6% $ - 135 - 135 8% unsecured note to related party On Demand 8% N/A 50 - 50 2014 Senior convertible notes 8/15/2017 5% $ - 11,000 (457) 10,543 Mortgage loan 11/16/2016 & 8/13/2017 12% N/A 11,612 (468) 11,144 Ending balance as of December 31, 2015 $ 23,731 $ (925) $ 22,806 (1) This $ 135,000 110,000 25,000 (2) The Company has $ 0.7 (3) On August 17, 2016, the lender issued an automatic one year extension of the second mortgage loan maturity date to August 17, 2017 0.2 |
Interest Income and Interest Expense Disclosure [Table Text Block] | The following table summarizes total interest expenses related to senior convertible notes, other notes and mortgage loan for the three and nine months ended September 30, 2016 and 2015, respectively (in thousands): For the three months ended For the nine months ended September 30, September 30, 2016 2015 2016 2015 Interest expenses related to senior convertible notes: Contractual interest $ 139 $ 151 $ 413 $ 502 Accelerated interest due to the conversion of convertible senior notes into common stock - 200 - 763 Amortization of debt issuance costs 71 80 211 292 Accelerated amortization of debt issuance cost due to the conversion of convertible senior notes into common stock - 68 - 302 Total interest expenses related to senior convertible notes 210 499 624 1,859 Interest expenses related to other notes: 15% unsecured originally due July 2011 - in dispute 35 35 105 105 6% unsecured 2 3 6 69 8% unsecured note due 2014 (related party) - on demand 1 1 3 3 Total interest expenses related to other notes 38 39 114 177 Interest expenses related to mortgage loan: Contractual interest 305 360 970 994 Amortization of debt issuance costs 136 147 428 437 Total interest expenses on the mortgage loan 441 507 1,398 1,431 Other interest expenses 2 1 2 8 Total interest expenses $ 691 $ 1,046 $ 2,138 $ 3,475 |
Net Loss per Share Applicable t
Net Loss per Share Applicable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table summarizes the overall and per-share earnings (loss) calculation for the three and nine months ended September 30, 2016 and 2015, respectively (in thousands, except per share amount): For the three months ended For the nine months ended September 30, September 30, 2016 2015 2016 2015 Net earnings (loss) applicable to common stockholders - basic $ (32,234) $ 22,615 $ (55,154) $ (90,663) Interest on convertible senior notes - 79 - - Net earnings (loss) - diluted $ (32,234) $ 22,694 $ (55,154) $ (90,663) Weighted average shares outstanding - basic 114,836 78,062 105,501 74,394 Common stock warrants - 12,373 - - Convertible notes - 1,811 - - Less: unvested issued restricted stock - (2,425) - - Weighted average shares outstanding - diluted 114,836 89,821 105,501 74,394 Per share data: Basic $ (0.28) $ 0.29 $ (0.52) $ (1.22) Diluted $ (0.28) $ 0.25 $ (0.52) $ (1.22) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | For the periods where the Company reported losses, all common stock equivalents are excluded from the computation of diluted earnings per share, since the result would be anti-dilutive. (in thousands): For the nine months ended September 30, 2016 2015 Common stock options 1,551 1,551 Common stock warrants - equity treatment 38,990 12,929 Common stock warrants - liability treatment 1,316 12,434 Convertible notes and accrued interest 1,744 1,811 Potentially dilutive securities 43,601 28,725 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2016 and 2015, respectively (in thousands): For the three months ended For the nine months ended September 30, September 30, 2016 2015 2016 2015 Cognate research and development cost - services $ 6,794 $ 10,137 $ 21,135 $ 29,992 Stock issued to and returned by Cognate 11,376 (6,385) 13,653 9,400 Total $ 18,170 $ 3,752 $ 34,788 $ 39,392 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule Of Warrant Activity [Table Text Block] | The following is a summary of warrant activity for the nine months ended September 30, 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 cancelled (16,791) 11.86 Outstanding as of March 31, 2016 42,715,146 $ 3.53 Warrants granted in a registered direct offering 2,426,440 1.02 Warrants granted to Cognate* 5,329,961 0.96 Warrants exercised for cash (4,411,764) 0.96 Warrants expired and cancelled (1,614,837) 8.82 Outstanding as of June 30, 2016 44,444,946 $ 2.67 Warrants granted to investors 18,428,640 0.64 Warrants granted to Cognate 4,305,772 4.27 Cognate warrants returned/cancelled (15,806,512) 0.35 Warrants exercised for cash (10,945,739) 0.35 Warrants expired and cancelled (120,979) 11.30 Outstanding as of September 30, 2016 40,306,128 $ 2.83 * Warrants contained down round protection (most favored nation provisions). |
Liquidity and Financial Condi26
Liquidity and Financial Condition (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | $ 9,800 | $ (41,555) | $ (56,481) | ||
Cash Equivalents, at Carrying Value | 2,300 | 2,300 | |||
Net Income (Loss) Attributable To Parent | (29,227) | $ 22,615 | (49,508) | $ (90,663) | |
Accounts Payable, Current | 13,339 | 13,339 | $ 11,721 | ||
Accounts Payable, Related Parties, Current | 11,845 | 11,845 | 5,455 | ||
Convertible Notes, Net (Includes Related Party Of 0 and 3,588 In 2012 and 2011, Respectively) | 10,939 | 10,939 | 185 | ||
Secured Debt, Current | $ 10,148 | $ 10,148 | $ 11,144 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Textual) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Summary of Significant Accounting Policies [Line Items] | |
Accrued Environmental Loss Contingencies, Noncurrent | $ 6.2 |
Site Contingency, Loss Exposure in Excess of Accrual, Best Estimate | 6.2 |
Maximum [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Site Contingency, Loss Exposure in Excess of Accrual, Best Estimate | 4.5 |
Minimum [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Site Contingency, Loss Exposure in Excess of Accrual, Best Estimate | $ 32 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Quantitative Information One [Member] - $ / shares | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Aug. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Strike price | $ 3.98 | $ 3.98 | $ 3.49 | |
Volatility (annual) | 89.00% | 87.00% | ||
Risk-free rate | 1.00% | 1.00% | ||
Contractual term (years) | 2 years 2 months 12 days | 3 years 1 month 6 days | ||
Dividend yield (per share) | 0.00% | 0.00% | ||
Warrant [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Strike price | $ 0.35 | $ 0.35 | ||
Volatility (annual) | 83.00% | |||
Risk-free rate | 1.00% | |||
Contractual term (years) | 2 years 2 months 12 days | |||
Dividend yield (per share) | 0.00% | |||
Cognate Warrant [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Strike price | $ 0.35 | |||
Volatility (annual) | 81.00% | |||
Risk-free rate | 1.00% | |||
Contractual term (years) | 2 years 9 months 18 days | |||
Dividend yield (per share) | 0.00% |
Fair Value Measurements (Deta29
Fair Value Measurements (Details 1) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 198 | $ 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 | $ 198 | $ 27,982 |
Fair Value Measurements (Deta30
Fair Value Measurements (Details 2) - Warrant Liability [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance - January 1, 2016 | $ 27,982 |
Extinguishment of derivative liabilities related to Cognate | (10,131) |
Extinguishment of warrant liabilities related to warrants exercised for cash | (415) |
Change in fair value | (17,238) |
Balance - September 30, 2016 | $ 198 |
Fair Value Measurements (Deta31
Fair Value Measurements (Details Textual) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Aug. 30, 2016 | Sep. 30, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Class of Warrans Or Rights ,Warrants Issued | 6,880,574 | |
Class Of WarrantS Or Rights ,Warrants Exercised For Cash | 2,555,000 | |
Class Of Warrans Or Rights, Replacement Warrants Issued | 4,305,772 | |
Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ 10.1 |
Property, Plant and Equipment32
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment, Gross | $ 46,901 | $ 46,373 | |
Less: accumulated depreciation | (351) | (216) | |
Property, Plant and Equipment, Net | 46,550 | 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 | 626 | 598 | |
Construction in progress (property in the United Kingdom) [Member] | |||
Property, Plant and Equipment, Gross | [1] | $ 46,181 | $ 45,681 |
[1] | Construction in progress includes both the land acquisition costs and the building costs. |
Property, Plant and Equipment33
Property, Plant and Equipment (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Depreciation | $ 55,000 | $ 29,000 | $ 135,000 | $ 44,000 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | ||
Face Value | $ 21,570 | $ 23,731 | |
Accumulated Debt Discount | (483) | (925) | |
Long-term Debt | $ 21,087 | $ 22,806 | |
Mortgage loan [Member] | |||
Debt Instrument, Maturity Date, Description | 11/16/2016 & 8/13/2017 | 11/16/2016 & 8/13/2017 | |
Stated Interest Rate | 12.00% | [1] | 12.00% |
Conversion Price | $ 0 | [1] | $ 0 |
Face Value | $ 10,385 | [1] | $ 11,612 |
Accumulated Debt Discount | (237) | [1] | (468) |
Long-term Debt | $ 10,148 | [1] | $ 11,144 |
2014 Senior convertible notes [Member] | |||
Maturity Date | Aug. 15, 2017 | [2] | Aug. 15, 2017 |
Stated Interest Rate | 5.00% | [3] | 5.00% |
Conversion Price | $ 6.60 | $ 0 | |
Face Value | $ 11,000 | $ 11,000 | |
Accumulated Debt Discount | (246) | (457) | |
Long-term Debt | $ 10,754 | $ 10,543 | |
6% Unsecured Debt [Member] | |||
Maturity Date | Sep. 19, 2011 | [4] | Sep. 19, 2011 |
Stated Interest Rate | 6.00% | [4] | 6.00% |
Conversion Price | $ 3.09 | [4] | $ 0 |
Face Value | $ 135 | [4] | $ 135 |
Accumulated Debt Discount | 0 | [4] | 0 |
Long-term Debt | $ 135 | [4] | $ 135 |
8% Unsecured Debt [Member] | |||
Debt Instrument, Maturity Date, Description | On Demand | On Demand | |
Stated Interest Rate | 8.00% | 8.00% | |
Conversion Price | $ 0 | $ 0 | |
Face Value | $ 50 | $ 50 | |
Accumulated Debt Discount | 0 | 0 | |
Long-term Debt | $ 50 | $ 50 | |
15% Unsecured Debt [Member] | |||
Maturity Date | Jul. 31, 2011 | ||
Stated Interest Rate | 15.00% | ||
Conversion Price | $ 0 | ||
Face Value | $ 934 | ||
Accumulated Debt Discount | 0 | ||
Long-term Debt | $ 934 | ||
[1] | On August 17, 2016, the lender issued an automatic one year extension of the second mortgage loan maturity date to August 17, 2017 with a renewal fee of approximately $0.2 million, which is not due until the end of the extension period and will be recorded as deferred financing cost. | ||
[2] | The Company has $0.7 million remaining in escrowed interest payments, which is sufficient to fund, when due, the total aggregate amount of the six scheduled semi-annual interest payments during the remaining term of the notes, excluding additional interest, if any. | ||
[3] | The Company has $0.7 million remaining in escrowed interest payments, which is sufficient to fund, when due, the total aggregate amount of the two scheduled semi-annual interest payments during the remaining term of the notes, excluding additional interest, if any. | ||
[4] | This $135,000 note as of September 30, 2016 consists of two separate 6% notes in the amounts of $110,000 and $25,000. In regard to the $110,000 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 $25,000 note, the holder has elected to convert these notes into equity, the Company has delivered the applicable conversion documents to the holder, and the Company is waiting for the holder to execute and return the documents. |
Notes Payable (Details 1)
Notes Payable (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Other interest expenses | $ 2 | $ 1 | $ 2 | $ 8 |
Interest Expense, Debt | 691 | 1,046 | 2,138 | 3,475 |
Secured Debt [Member] | ||||
Contractual interest | 305 | 360 | 970 | 994 |
Amortization of debt issuance costs | 136 | 147 | 428 | 437 |
Interest Expense, Debt | 441 | 507 | 1,398 | 1,431 |
Notes Payable, Other Payables [Member] | ||||
Interest Expense, Debt | 38 | 39 | 114 | 177 |
15% Unsecured Debt [Member] | ||||
Interest Expense, Debt | 35 | 35 | 105 | 105 |
6% Unsecured Debt [Member] | ||||
Interest Expense, Debt | 2 | 3 | 6 | 69 |
8% Unsecured Debt [Member] | ||||
Interest Expense, Debt | 1 | 1 | 3 | 3 |
Senior Convertiable Note [Member] | ||||
Contractual interest | 139 | 151 | 413 | 502 |
Accelerated amortization of debt issuance cost due to the conversion of convertible senior notes into common stock | 0 | 68 | 0 | 302 |
Amortization of debt issuance costs | 71 | 80 | 211 | 292 |
Interest and Debt Expense | 210 | 499 | 624 | 1,859 |
Interest Expense, Debt | $ 0 | $ 200 | $ 0 | $ 763 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) - USD ($) | 1 Months Ended | |
Aug. 17, 2016 | Sep. 30, 2016 | |
Debt Instrument [Line Items] | ||
Notes Payable | $ 135,000 | |
Mortgages [Member] | ||
Debt Instrument [Line Items] | ||
Escrow Deposit | 700,000 | |
Second Mortgage Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Maturity Date | Aug. 17, 2017 | |
Deferred Finance Costs, Current, Net | $ 200,000 | |
Six Percentage Note Payable One [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | 110,000 | |
Six Percentage Note Payable Two [Member] | ||
Debt Instrument [Line Items] | ||
Notes Payable | $ 25,000 |
Net Earnings (Loss) per Share37
Net Earnings (Loss) per Share Applicable to Common Stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Earnings Per Share Basic and Diluted [Line Items] | ||||
Net earnings (loss) applicable to common stockholders - basic | $ (32,234) | $ 22,615 | $ (55,154) | $ (90,663) |
Interest on convertible senior notes | 0 | 79 | 0 | 0 |
Net earnings (loss) - diluted | $ (32,234) | $ 22,694 | $ (55,154) | $ (90,663) |
Weighted average shares outstanding - basic | 114,836 | 78,062 | 105,501 | 74,394 |
Common stock warrants | 0 | 12,373 | 0 | 0 |
Convertible notes | 0 | 1,811 | 0 | 0 |
Less: unvested issued restricted stock | 0 | (2,425) | 0 | 0 |
Weighted average shares outstanding - diluted | 114,836 | 89,821 | 105,501 | 74,394 |
Per share data: | ||||
Basic | $ (0.28) | $ 0.29 | $ (0.52) | $ (1.22) |
Diluted | $ (0.28) | $ 0.25 | $ (0.52) | $ (1.22) |
Net Earnings (Loss) per Share38
Net Earnings (Loss) per Share Applicable to Common Stockholders (Details 1) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 43,601 | 28,725 |
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 | 38,990 | 12,929 |
Common stock warrants liability treatment [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 1,316 | 12,434 |
Convertible notes and accrued interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 1,744 | 1,811 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Related Party Transaction [Line Items] | ||||
Cognate research and development cost - services | $ 21,094 | $ 9,138 | $ 43,247 | $ 56,562 |
Cognate Bioservices [Member] | ||||
Related Party Transaction [Line Items] | ||||
Cognate research and development cost - services | 6,794 | 10,137 | 21,135 | 29,992 |
Stock issued to and returned by Cognate | 11,376 | (6,385) | 13,653 | 9,400 |
Total | $ 18,170 | $ 3,752 | $ 34,788 | $ 39,392 |
Related Party Transactions (D40
Related Party Transactions (Details Textual) - USD ($) | Sep. 07, 2016 | Sep. 30, 2016 | Sep. 16, 2016 | Aug. 31, 2016 | Aug. 30, 2016 | Jul. 31, 2016 | May 31, 2016 | Feb. 29, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2015 | Apr. 26, 2016 | Dec. 31, 2015 |
Related Party Transaction [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.45 | ||||||||||||
Share-Based Compensation | $ 98,000 | $ 3,389,000 | |||||||||||
Stock Outstanding ,Percentage Limit | 20.00% | ||||||||||||
Class of Warrant or Right,Warrant Term | 5 years | ||||||||||||
Common Stock, Shares, Outstanding | 120,776,695 | 120,776,695 | 95,858,087 | ||||||||||
Adjustments to Additional Paid in Capital, Other | $ 22,500,000 | ||||||||||||
First Reset [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 6,000,000 | ||||||||||||
Share Price | $ 1.70 | ||||||||||||
Second Reset [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 12,000,000 | ||||||||||||
Share Price | $ 0.96 | ||||||||||||
Third Reset [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 16,600,000 | ||||||||||||
Share Price | $ 0.60 | ||||||||||||
Final Reset [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 31,600,000 | ||||||||||||
Share Price | $ 0.35 | ||||||||||||
Cognate Bioservices [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Accounts Payable, Related Parties | $ 11,800,000 | $ 221,000 | $ 11,800,000 | $ 5,500,000 | |||||||||
Share-Based Compensation | $ 8,900,000 | $ 9,400,000 | |||||||||||
Stock Repurchased During Period, Shares | 731,980 | ||||||||||||
Common Stock, Shares, Outstanding | 731,980 | ||||||||||||
Cognate Bioservices [Member] | Condition One [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 8,052,092 | ||||||||||||
Cognate Bioservices [Member] | Condition Two [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4.27 | ||||||||||||
Stock Repurchased During Period, Shares | 6,880,574 | ||||||||||||
Class of Warrant or Right, Warrants Issued | 4,305,772 | ||||||||||||
Class of Warrant or Right,Warrant Term | 5 years | ||||||||||||
Cognate Bioservices [Member] | Condition Three [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 5,101,330 | ||||||||||||
Stock Repurchased During Period, Shares | 731,980 | ||||||||||||
Cognate Bioservices [Member] | Common Stock Including Additional Paid in Capital [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Stock Repurchased During Period, Shares | 8,052,092 |
Stockholders' Equity (Deficit41
Stockholders' Equity (Deficit) (Details) - $ / shares | 3 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | |||
Shareholders Deficit [Line Items] | |||||
Number of Warrants, Outstanding as of December 31, 2015 | 44,444,946 | 42,715,146 | 27,267,441 | ||
Number of Warrants, Warrants granted in a registered direct offering | 2,426,440 | 12,058,825 | |||
Number of warrant, granted to investors | 18,428,640 | ||||
Number of Warrants, Granted To Cognate | 4,305,772 | 5,329,961 | [1] | 3,405,671 | [1] |
Number of Warrants, Cognate warrants returned/cancelled | (15,806,512) | ||||
Number of Warrants, Warrants expired and cancelled | (120,979) | (1,614,837) | (16,791) | ||
Number of Warrants, Warrants exercised for cash | (10,945,739) | (4,411,764) | |||
Number of Warrants, Outstanding | 40,306,128 | 44,444,946 | 42,715,146 | ||
Weighted Average Exercise Price - Outstanding | $ 2.67 | $ 3.53 | $ 4.4 | ||
Weighted Average Exercise Price - Warrants granted in a registered direct offering | 1.02 | 3.04 | |||
Weighted Average Exercise Price - Warrants granted to investors | 0.64 | ||||
Weighted Average Exercise Price - Granted To Cognate | 4.27 | 0.96 | [1] | 1.70 | [1] |
Weighted Average Exercise Price - Cognate warrants returned/cancelled | 0.35 | ||||
Weighted Average Exercise Price - Warrants exercised for cash | 0.35 | 0.96 | |||
Weighted Average Exercise Price - Warrants expired and cancelled | 11.30 | 8.82 | 11.86 | ||
Weighted Average Exercise Price - Outstanding | $ 2.83 | $ 2.67 | $ 3.53 | ||
[1] | Warrants contained down round protection (most favored nation provisions). |
Stockholders' Equity (Deficit42
Stockholders' Equity (Deficit) (Details Textual) - USD ($) | May 15, 2016 | Sep. 16, 2016 | May 31, 2016 | Feb. 29, 2016 | Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2016 |
Shareholders Deficit [Line Items] | ||||||||||
Proceeds from Warrant Exercises | $ 8,066,000 | $ 7,431,000 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.45 | |||||||||
Proceeds From Sale Of Available Securities Gross | $ 10,000,000 | |||||||||
Proceeds from Sale of Available-for-sale Securities, Total | $ 9,200,000 | |||||||||
Deemed dividend Related To Warrant Modification | $ 2,600,000 | $ (3,007,000) | $ 0 | (5,647,000) | 0 | |||||
Payments of Stock Issuance Costs | $ 1,077,000 | $ 0 | ||||||||
Class of Warrant or Right,Warrant Term | 5 years | |||||||||
Class Of Warrant Or Right ,Increase decrease Warrant Exercise Value | $ 3,000,000 | |||||||||
Class of Warrant or Right,Warrant Issue During Period | 1,111,111 | |||||||||
Accured Interest [Member] | ||||||||||
Shareholders Deficit [Line Items] | ||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,000,000 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,222,222 | |||||||||
Placement Agent [Member] | ||||||||||
Shareholders Deficit [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.44 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 263,122 | |||||||||
Equity Unit Purchase Agreements [Member] | ||||||||||
Shareholders Deficit [Line Items] | ||||||||||
Proceeds from Warrant Exercises | $ 3,400,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.35 | $ 0.35 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 10,945,694 | 10,945,694 | ||||||||
Class of Warrant or Right,Warrant Term | 5 years | |||||||||
Payments for Other Fees | $ 454,000 | |||||||||
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 | $ 4,235,000 | |||||||||
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 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,205,882 | |||||||||
Class of Warrant or Right,Warrant Term | 5 years | |||||||||
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 | |||||||||
New Warrants [Member] | Equity Unit Purchase Agreements [Member] | ||||||||||
Shareholders Deficit [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.44 | $ 0.44 | ||||||||
Private Placement [Member] | ||||||||||
Shareholders Deficit [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.125 | $ 1.20 | ||||||||
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 | 294,118 | 220,588 | ||||||||
Direct Offering [Member] | ||||||||||
Shareholders Deficit [Line Items] | ||||||||||
Shares Issued, Price Per Share | $ 0.50 | $ 0.50 | ||||||||
Stock Issued During Period, Shares, New Issues | 7,400,000 | |||||||||
Proceeds from Issuance of Common Stock | $ 3,400,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.60 | $ 0.60 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,700,000 | 3,700,000 | ||||||||
Payments of Stock Issuance Costs | $ 321,000 | |||||||||
Class of Warrant or Right,Warrant Term | 5 years | |||||||||
Investor [Member] | ||||||||||
Shareholders Deficit [Line Items] | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.42 | $ 0.42 | ||||||||
Class of Warrant or Right,Warrant Term | 5 years | |||||||||
Class of Warrant or Right,Warrant Issue During Period | 1,286,111 | |||||||||
Common Stock [Member] | Investor [Member] | ||||||||||
Shareholders Deficit [Line Items] | ||||||||||
Shares Issued, Price Per Share | $ 0.36 | $ 0.36 | ||||||||
Stock Issued During Period, Shares, New Issues | 2,572,216 | |||||||||
Proceeds from Issuance of Common Stock | $ 900,000 | |||||||||
Warrant [Member] | ||||||||||
Shareholders Deficit [Line Items] | ||||||||||
Derivative, Fair Value, Net | $ 400,000 | $ 400,000 | $ 400,000 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Oct. 13, 2016 | Oct. 31, 2016 | Sep. 16, 2016 | Sep. 30, 2016 | Nov. 04, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.45 | |||||
Class of Warrant or Right,Warrant Issue During Period | 1,111,111 | |||||
Class of Warrant or Right,Warrant Term | 5 years | |||||
Debt Instrument, Face Amount | $ 21,570,000 | $ 23,731,000 | ||||
Accured Interest [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,222,222 | |||||
Debt Conversion, Converted Instrument, Amount | $ 1,000,000 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.45 | |||||
Class of Warrant or Right,Warrant Issue During Period | 555,556 | |||||
Class of Warrant or Right,Warrant Term | 5 years | |||||
Subsequent Event [Member] | Assignment Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares Issued, Price Per Share | $ 0.48 | |||||
Stock Issued During Period, Shares, New Issues | 1,000,000 | |||||
Due to Related Parties, Current | $ 5,000,000 | |||||
Related Perty Transactions, Initial Obligations | $ 480,000 | |||||
Subsequent Event [Member] | Promissory Note [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||
Debt Instrument, Face Amount | $ 2,500,000 | |||||
Subsequent Event [Member] | Accured Interest [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,111,111 | |||||
Debt Conversion, Converted Instrument, Amount | $ 500,000 | |||||
Investor [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.42 | |||||
Class of Warrant or Right,Warrant Issue During Period | 1,286,111 | |||||
Class of Warrant or Right,Warrant Term | 5 years | |||||
Investor [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.52 | |||||
Class of Warrant or Right,Warrant Issue During Period | 370,456 | |||||
Class of Warrant or Right,Warrant Term | 5 years | |||||
Investor [Member] | Common Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares Issued, Price Per Share | $ 0.36 | |||||
Stock Issued During Period, Shares, New Issues | 2,572,216 | |||||
Proceeds from Issuance of Common Stock | $ 900,000 | |||||
Investor [Member] | Common Stock [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares Issued, Price Per Share | $ 0.44 | |||||
Stock Issued During Period, Shares, New Issues | 740,909 | |||||
Proceeds from Issuance of Common Stock | $ 326,000 |