Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 12, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | NORTHWEST BIOTHERAPEUTICS INC | |
Entity Central Index Key | 1,072,379 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | NWBO | |
Entity Common Stock, Shares Outstanding | 191,796,437 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 1,835 | $ 6,186 |
Restricted cash - interest payments held in escrow | 397 | 685 |
Prepaid expenses and other current assets | 923 | 1,013 |
Total current assets | 3,155 | 7,884 |
Non-current assets: | ||
Property, plant and equipment, net | 261 | 315 |
Construction in progress (property in the United Kingdom) | 44,766 | 44,559 |
Other assets | 130 | 148 |
Total non-current assets | 45,157 | 45,022 |
Total assets | 48,312 | 52,906 |
Current liabilities: | ||
Accounts payable | 12,860 | 12,378 |
Accounts payable to related party | 22,541 | 23,353 |
Accrued expenses (includes related party of $40 as of December 31, 2016) | 933 | 901 |
Convertible notes (net of deferred financing cost of $0 and $175 as of March 31, 2017 and December 31, 2016, respectively) | 10,135 | 10,960 |
Share settled debt, at fair value (in default) | 5,200 | 5,200 |
Notes payable (net of debt discount of $172 and $0 as of March 31, 2017 and December 31, 2016, respectively) | 5,103 | 2,450 |
Notes payable to related party | 0 | 310 |
Mortgage loan (net of deferred financing cost of $250 and $365 as of March 31, 2017 and December 31, 2016, respectively) | 10,030 | 9,791 |
Environmental remediation liability | 6,200 | 6,200 |
Derivative liability | 8,904 | 4,862 |
Total current liabilities | 81,906 | 76,405 |
Non-current liabilities: | ||
Note payable, net of current portion (net of debt discount of $263 and $310 as of March 31, 2017 and December 31, 2016, respectively) | 3,047 | 3,000 |
Total non-current liabilities | 3,047 | 3,000 |
Total liabilities | 84,953 | 79,405 |
Commitments and Contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock ($0.001 par value); 40,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively | 0 | 0 |
Common stock ($0.001 par value); 450,000,000 shares authorized; 185,511,822 and 157,028,270 shares issued and outstanding as of March 31, 2017 and December 31, 2016, respectively | 185 | 157 |
Additional paid-in capital | 689,736 | 686,972 |
Accumulated deficit | (728,096) | (715,476) |
Accumulated other comprehensive gain | 1,534 | 1,848 |
Total stockholders' equity (deficit) | (36,641) | (26,499) |
Total liabilities and stockholders' equity (deficit) | $ 48,312 | $ 52,906 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Accrued expenses, related party net (in dollars) | $ 40 | |
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 | 185,511,822 | 157,028,270 |
Common stock, shares outstanding | 185,511,822 | 157,028,270 |
Debt Instrument, Unamortized Discount, Noncurrent | $ 263 | $ 310 |
Debt Instrument, Unamortized Discount, Current | 172 | 0 |
Convertible Debt [Member] | ||
Debt Issuance Costs, Current, Net (in dollars) | 0 | 175 |
Mortgage Loan [Member] | ||
Debt Issuance Costs, Current, Net (in dollars) | $ 250 | $ 365 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues: | ||
Research and other | $ 68 | $ 236 |
Total revenues | 68 | 236 |
Operating costs and expenses: | ||
Research and development | 5,035 | 13,440 |
General and administrative | 3,005 | 3,335 |
Legal expenses | 3,932 | 940 |
Total operating costs and expenses | 11,972 | 17,715 |
Loss from operations | (11,904) | (17,479) |
Other income (expense): | ||
Change in fair value of derivative liability | 1,439 | 13,525 |
Loss from extinguishment of debt | (1,535) | 0 |
Interest expense | (1,194) | (718) |
Foreign currency transaction gain (loss) | 574 | (1,434) |
Net loss | $ (12,620) | $ (6,106) |
Net loss per share applicable to common stockholders - basic and diluted (in dollars per share) | $ (0.08) | $ (0.06) |
Weighted average shares used in computing basic and diluted loss per share (in shares) | 161,498 | 97,688 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net loss | $ (12,620) | $ (6,106) |
Other comprehensive loss | ||
Foreign currency translation adjustment | (314) | 500 |
Total comprehensive loss | $ (12,934) | $ (5,606) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Cumulative Translation Adjustment [Member] |
Balance at Dec. 31, 2016 | $ (26,499) | $ 157 | $ 686,972 | $ (715,476) | $ 1,848 |
Balance (in shares) at Dec. 31, 2016 | 157,027 | ||||
Issuance of common stock and warrants for cash in a registered direct offering (net of $6.2 million warrant liability) | 1,206 | $ 19 | 1,187 | 0 | 0 |
Issuance of common stock and warrants for cash in a registered direct offering (net of $6.2 million warrant liability) (in shares) | 18,844 | ||||
Offering cost related to registered direct offering | (693) | $ 0 | (693) | 0 | 0 |
Warrants exercised for cash | 31 | $ 3 | 28 | 0 | 0 |
Warrants exercised for cash (in shares) | 3,100 | ||||
Reclassification of warrant liabilities related to warrants exercised for cash | 713 | $ 0 | 713 | 0 | 0 |
Issuance of common stock prior to conversion of share settled debt | 0 | $ 2 | (2) | 0 | 0 |
Issuance of common stock prior to conversion of share settled debt (in shares) | 2,500 | ||||
Common stock issued for debt extinguishment | 1,535 | $ 4 | 1,531 | 0 | 0 |
Common stock issued for debt extinguishment (in shares) | 4,040 | ||||
Net loss | (12,620) | $ 0 | 0 | (12,620) | 0 |
Cumulative translation adjustment | (314) | 0 | 0 | 0 | (314) |
Balance at Mar. 31, 2017 | $ (36,641) | $ 185 | $ 689,736 | $ (728,096) | $ 1,534 |
Balance (in shares) at Mar. 31, 2017 | 185,511 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (12,620) | $ (6,106) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization | 56 | 13 |
Amortization of debt discount | 373 | 209 |
Change in fair value of derivatives | (1,439) | (13,525) |
Loss from extinguishment of debt | 1,535 | 0 |
Stock issued to Cognate BioServices under Cognate Agreements | 0 | 3,644 |
Subtotal of non-cash charges | 525 | (9,659) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 92 | 337 |
Accounts payable and accrued expenses | 514 | (3,116) |
Related party accounts payable and accrued expenses | (812) | 912 |
Other non-current assets | 18 | 37 |
Net cash used in operating activities | (12,283) | (17,595) |
Cash Flows from Investing Activities: | ||
Purchase of property, plant and equipment | 0 | (2,683) |
Refund of leasehold improvement related to UK construction | 218 | 0 |
Net cash provided by (used in) investing activities | 218 | (2,683) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock and warrants in a registered direct offering | 7,400 | 10,000 |
Offering cost related to registered direct offering | (693) | (756) |
Proceeds from exercise of warrants | 31 | 0 |
Proceeds from issuance of notes payable | 2,620 | 0 |
Proceeds from issuance of notes payable to related party | 420 | 0 |
Repayment of convertible notes payable | (1,000) | 0 |
Repayment of notes payable to related parties | (730) | 0 |
Net cash provided by financing activities | 8,048 | 9,244 |
Effect of exchange rate changes on cash and cash equivalents | (622) | 634 |
Net decrease in cash, cash equivalents and restricted cash | (4,639) | (10,400) |
Cash, cash equivalents and restricted cash, beginning of the period | 6,871 | 23,048 |
Cash, cash equivalents and restricted cash, end of the period | 2,232 | 12,648 |
Supplemental schedule of non-cash investing and financing activities: | ||
Issuance of debt with debt discount | 205 | 0 |
Issuance of common stock prior to conversion of share settled debt | 2 | 0 |
Reclassification of warrant liabilities related to warrants exercised for cash | 713 | 0 |
Mortgage Loan [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest payments | (290) | (334) |
Convertible Notes Payable [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest payments | (310) | (275) |
Notes Payable, Other Payables [Member] | ||
Reconciliation of net loss to net cash used in operating activities: | ||
Amortization of debt discount | 80 | 0 |
Supplemental disclosure of cash flow information | ||
Interest payments | $ (47) | $ 0 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Organization and Description of Business Northwest Biotherapeutics, Inc. and its wholly owned 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 is developing an experimental dendritic cell vaccine using its platform technology known as DCVax. DCVax is currently being tested for use in the treatment of certain types of cancers. Cognate BioServices, Inc. (“Cognate BioServices”), which is a company related by common ownership (Note 8), provides the Company with mission critical contract manufacturing services, research and development services, distribution and logistics, and related services, in compliance with the Company’s specifications and the applicable regulatory requirements for clinical grade cellular products. The Company and Cognate BioServices are currently parties to a series of contracts providing for these services as more fully described below. The Company is dependent on Cognate BioServices to provide the manufacturing services, and any interruption of such services could potentially have a material adverse effect on the Company’s ability to proceed with its clinical trials. Cognate BioServices’ manufacturing facility for clinical-grade cellular products is located in Memphis, Tennessee. In addition, a Cognate affiliate in Germany works with the Fraunhofer Institute to produce DCVax-L products there, and Cognate affiliates in the UK and Israel are preparing for production of DCVax-L products in those locations. Although there are many contract manufacturers for small molecule drugs and for biologics, there are only a few contract manufacturers in the U.S., and even fewer in Europe, that specialize in producing living cell products and that have a track record of success with regulatory authorities. The manufacturing of living cell products is highly specialized and entirely different than production of biologics: the physical facilities and equipment are different, the types of personnel and skill sets are different, and the processes are different. The regulatory requirements relating to manufacturing and cellular products are especially challenging and are one of the most frequent reasons for the development of a company’s cellular products to be put on clinical hold (i.e., stopped by regulatory authorities). In addition, the Company’s programs require a large amount of capacity in these specialized manufacturing facilities, and require that the large capacity be dedicated exclusively to the Company’s programs. Most medical products, including cellular products, are made in standardized batches: the same manufacturing suites are used for a number of companies’ products, at designated times scheduled in advance. In contrast, the Company’s products are fully personalized and not made in standardized batches: the Company’s products are made on demand, patient by patient, on an as needed basis. |
Liquidity, Financial Condition
Liquidity, Financial Condition and Management Plans | 3 Months Ended |
Mar. 31, 2017 | |
Liquidity [Abstract] | |
Liquidity and Financial Condition [Text Block] | 2. Liquidity, Financial Condition and Management Plans The Company used approximately $ 12.3 12.6 1.3 The Company had current assets of $ 3.2 78.8 22.5 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 consolidated financial statements have been prepared assuming that 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 may result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017, condensed consolidated statements of operations for the three months ended March 31, 2017 and 2016, condensed consolidated statements of comprehensive loss for the three months ended March 31, 2017 and 2016, condensed consolidated statement of stockholders’ equity (deficit) for the three months ended March 31, 2017, and the condensed consolidated statements of cash flows for the three months ended March 31, 2017 and 2016 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three months ended March 31, 2017 are not necessarily indicative of results to be expected for the year ending December 31, 2017 or for any future interim period. The condensed consolidated balance sheet at December 31, 2016 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2016, and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on April 17, 2017. 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 financial 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 has been estimated using Monte Carlo simulation and Black Scholes model. As of October 13, 2016, the Company adopted a sequencing policy whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors. 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 March 31, 2017, 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. 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 2016 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 Recent Issued Accounting Pronouncements Statement of Cash Flows In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments, which addresses specific cash flow classification issues where there is currently diversity in practice including debt prepayment and proceeds from the settlement of insurance claims. ASU 2016-15 is effective for annual periods beginning after December 15, 2017, with early adoption permitted. The Company is currently assessing the impact that ASU No. 2016-15 will have on its condensed consolidated financial statements. Revenue from Contracts with Customer In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”, an updated standard on revenue recognition. ASU No. 2014-09 provides enhancements to the quality and consistency of how revenue is reported by companies while also improving comparability in the financial statements of companies reporting using International Financial Reporting Standards or U.S. GAAP. The main purpose of the new standard is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which a company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively and improve guidance for multiple-element arrangements. In July 2015, the FASB voted to approve a one-year deferral of the effective date of ASU No. 2014-09, which will be effective for the Company in the first quarter of fiscal year 2018 and may be applied on a full retrospective or modified retrospective approach. The Company is currently evaluating the pending adoption of ASU 2014-09 and its impact on the Company's consolidated financial statements and has not yet identified which transition method will be applied upon adoption. 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 | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 4. Fair Value Measurements Derivative Warrants Granted in 2017 Public Offering During the quarter ended March 31, 2017, the Company issued 53,265,538 2017 Warrants Granted Strike price $ 0.51 Contractual term (years) 2.2 Volatility (annual) 107 % Risk-free rate 1 % Dividend yield (per share) 0 % Extinguishment of Warrant Liabilities Related to Cash Exercise During the quarter ended March 31, 2017 approximately 3,100,000 2017 Warrants Exercised Strike price $ 0.01 Contractual term (years) 0.2 Volatility (annual) 113 % Risk-free rate 1 % Dividend yield (per share) 0 % Fair value measured at March 31, 2017 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs March 31, 2017 (Level 1) (Level 2) (Level 3) Warrant liability $ 8,904 $ - $ - $ 8,904 Share-settled debt (in default) 5,200 - - 5,200 Total fair value $ 14,104 $ - $ - $ 14,104 Fair value measured at December 31, 2016 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs December 31, 2016 (Level 1) (Level 2) (Level 3) Warrant liability $ 4,862 $ - $ - $ 4,862 Share-settled debt (in default) 5,200 - - 5,200 Total fair value $ 10,062 $ - $ - $ 10,062 There were no transfers between Level 1, 2 or 3 during the three-month period ended March 31, 2017. 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. Warrant Share-settled Liability Debt (in Default) Total Balance January 1, 2017 $ 4,862 $ 5,200 $ 10,062 Warrants granted 6,194 - 6,194 Extinguishment of warrant liabilities related to warrants exercised for cash (713) - (713) Change in fair value (1,439) - (1,439) Balance March 31, 2017 $ 8,904 $ 5,200 $ 14,104 Date of valuation March 31, 2017 December 31, 2016 Strike price $ 0.56 $ 0.60 Contractual term (years) 2.9 4.7 Volatility (annual) 105 % 98 % Risk-free rate 1 % 2 % Dividend yield (per share) 0 % 0 % |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 5. Property and Equipment Property and equipment consist of the following at March 31, 2017 and December 31, 2016 (in thousands): March 31, December 31, 2017 2016 Leasehold improvements $ 69 $ 69 Office furniture and equipment 25 25 Computer equipment and software 628 626 722 720 Less: accumulated depreciation (461) (405) Total property, plant and equipment, net 261 315 Construction in progress (property in the United Kingdom) 44,766 44,559 $ 45,027 $ 44,874 * Construction in progress includes both the land acquisition costs and the building costs. Depreciation expense was approximately $ 56,000 13,000 |
Outstanding Debt
Outstanding Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 6. Outstanding Debt The following table summarizes outstanding debt as of March 31, 2017 and December 31, 2016, respectively (amount in thousands): Remaining Stated Conversion Remaining Deferred Carrying Maturity Date Interest Rate Price Face Value Debt Discount Financing Cost Value 6% unsecured (1) Due 6 % $ 3.09 $ 135 $ - $ - $ 135 2014 Senior convertible notes (2) 6/20/2017 7 % $ 6.60 10,000 - - 10,000 10% unsecured 11/4/2017 10 % N/A 2,450 - - 2,450 8% unsecured note (3) 9/3/2017 & 6/30/2018 8 % N/A 4,465 (394 ) - 4,071 0% unsecured OID note (4) 9/1/2017 & 9/3/2017 0 % N/A 1,670 (41 ) - 1,629 Share-settled debt, at fair value (5) In Default 18 % $ 0.25 5,200 - - 5,200 Mortgage loan (6) 11/16/2017 & 8/16/2017 12 % N/A 10,280 - (250 ) 10,030 Ending balance as of March 31, 2017 $ 34,200 $ (435 ) $ (250 ) $ 33,515 Remaining Stated Conversion Remaining Deferred Carrying Maturity Date Interest Rate Price Face Value Debt Discount Financing Cost Value 6% unsecured Due 6 % $ 3.09 $ 135 $ - $ - $ 135 10% unsecured note to related party On Demand 10 % N/A 50 - - 50 12% unsecured note to related party On Demand 12 % N/A 260 - - 260 2014 Senior convertible notes 8/15/2017 5 % $ 6.60 11,000 - (175 ) 10,825 10% unsecured note 11/4/2017 10 % N/A 2,450 - - 2,450 8% unsecured note 6/30/2018 8 % N/A 3,310 (310 ) - 3,000 Share-settled debt, at fair value In Default 18 % $ 0.35 5,200 - - 5,200 Mortgage loan 11/16/2017 & 8/16/2017 12 % N/A 10,156 - (365 ) 9,791 Ending balance as of December 31, 2016 $ 32,561 $ (310 ) $ (540 ) $ 31,711 (1) This $135,000 note as of March 31, 2017 and December 31, 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. (2) Due to the Nasdaq delisting on December 19, 2016, the term of the Convertible Senior Notes (the “Notes”) indenture required the Company to offer to repurchase the entire principal and all remaining interest through the Notes original maturity date. The debt holders accepted the offer, and NWBO was required to repurchase the entire Notes on March 10, 2017. On March 9, 2017, the Company entered into a Note Repurchase Agreement with the debt holders (the “Holders”). The Agreement provided for an installment payment plan for the next 4 months, with the last payment due on June 20, 2017. The contractual interest rate was also modified from 5% per annum to 7% per annum. As an additional consideration to the Holders to delay the Notes repayment, the Company issued the Holders 4,039,860 common stock. The fair value of the common stock was approximately $1.5 million on the grant date, and was recorded as debt extinguishment. During the quarter ended March 31, 2017, the Company made principal repayment of $1.0 million and interest payment of approximately $0.3 million. On April 19, 2017, the Company made a principal repayment of $2.0 million and an interest payment of $0.1 million. (3) On March 3, 2017, the Company entered into a note purchase agreement (the “Note”) with an individual investor for an aggregate principal amount of $1,155,000. The Note bore interest at 8% per annum with a 6 month term. The Note carries an original issue discount of $150,000 and $5,000 legal cost that was reimbursable to the investor. (4) On March 3, 2017, the Company entered into a series of six promissory notes with unrelated third parties (the “OID Notes”) in the original principal amount of $1,670,000 with an original issuance discount of 3% for aggregate net proceeds of $1,620,000 with no stated interest rate. The OID Notes have a six-month maturity, may be prepaid without penalty by the Company prior to maturity and the lenders maintain an option to require payment prior to maturity upon the Company’s raising a minimum of $15 million. (5) During the quarter ended March 31, 2016, the Company issued 2,500,000 shares of common stock to the holder of the Company’s share-settled debt (the “Holder”) as advance payment for future debt conversion. Such common shares were not sold by the Holder as of March 31, 2017. Therefore the Company didn’t reduce the share-settled debt balance upon issuance of such shares. The following table summarizes total interest expenses related to senior convertible notes, other notes and mortgage loan for the three months ended March 31, 2017 and 2016, respectively (in thousands): For the three months ended March 31, 2017 2016 Interest expenses related to senior convertible notes: Contractual interest $ 385 $ 137 Amortization of debt issuance costs 175 70 Total interest expenses related to senior convertible notes 560 207 Interest expenses related to other notes: Contractual interest 144 38 Amortization of debt discount 80 - Total interest expenses related to other notes 224 38 Interest expenses related to mortgage loan: Contractual interest 288 333 Amortization of debt issuance costs 118 139 Total interest expenses on the mortgage loan 406 472 Other interest expenses 4 1 Total interest expense $ 1,194 $ 718 |
Net Loss per Share Applicable t
Net Loss per Share Applicable to Common Stockholders | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 7. Net Loss per Share Applicable to Common Stockholders Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similar to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. The following table sets forth the computation of loss per share for the three months ended March 31, 2017 and 2016, respectively: The following securities were not included in the diluted net loss per share calculation because their effect was anti-dilutive as of the periods presented (in thousands): For the three months ended March 31, 2017 2016 Common stock options 1,551 1,551 Common stock warrants - equity treatment 37,682 28,876 Common stock warrants - liability treatment 63,841 15,839 Share-settled debt and accrued interest, at fair value 21,600 - Convertible notes and accrued interest 1,625 1,743 Potentially dilutive securities 126,299 48,009 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 8. Related Party Transactions Cognate BioServices, Inc. Cognate Expenses and Accounts Payable At March 31, 2017 and December 31, 2016, the Company owed Cognate $ 22.5 23.4 Overall, for the three months ended March 31, 2017 and 2016, the Company incurred research and development costs related to Cognate BioServices of $ 2.6 11.2 Cognate Organization Pursuant to an institutional financing of Cognate in October 2016, Cognate’s operations outside the US were separated from its operations in the US. The operations outside the US include Cognate BioServices GmbH in Germany, Cognate BioServices Ltd. in the UK, and Cognate Israel in Israel. Both Cognate BioServices, Inc. in the US and the Cognate affiliates outside the US are owned by Toucan Fund III. The Cognate affiliate in Germany works with the Fraunhofer Institute to produce DCVax-L products there, and Cognate affiliates in the UK and Israel are preparing for production of DCVax-L products in those locations. Approximately $ 0.8 Other Related Parties Leslie J. Goldman - Demand Loans During the quarter ended March 31, 2017, Leslie J. Goldman, an officer of the Company, loaned the Company $ 420,000 12 On March 27, 2017, the Company made an aggregate principal payment of $ 730,000 47,000 Various Related Parties Demand Loans On April 19, 2017, the Company entered into a financing in an aggregate principal amount of $2,250,000 in the form of promissory notes with Toucan Capital Fund III, LP, an officer of the Company, Leslie Goldman, certain directors of the Company, Jerry Jasinowski, Robert Farmer and Cofer Black, and an unaffiliated investor. The notes bear interest at 10.0% per annum and are payable on demand with seven days’ advance notice by the applicable holder. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 9. Stockholders’ Equity (Deficit) Common Stock Issuances First Quarter of 2017 On March 17, 2017, the Company entered into definitive agreements with institutional investors for a registered direct offering with gross proceeds of $ 7.5 18.8 0.26 5 21.6 0.26 21.6 1.00 10.0 0.01 0.26 0.25 6.2 During the quarter ended March 31, 2017, the Company issued an aggregate of 3,100,000 31,000 713,000 On March 10, 2017, the Company issued 4,039,860 1.5 On March 30, 2017, the Company issued 2,500,000 Stock Purchase Warrants Number of Weighted Average Remaining Warrants Exercise Price Contractual Term Outstanding as of January 1, 2017 58,278 $ 1.78 3.86 Warrants granted 53,803 0.53 Warrants exercised for cash (3,100) 0.01 Warrants expired and cancellation (558) 9.28 Outstanding as of March 31, 2017 108,423 $ 1.16 3.00 The Company’s adoption of a sequencing policy in the fourth quarter of 2016 requires that all financial instruments issued subsequent to such adoption be treated as a derivative liability. As such, warrants issued in the current period report have been classified as liabilities. |
Variable Interest Entities
Variable Interest Entities | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Variable Interest Entity Disclosure [Text Block] | 10. Variable Interest Entities Variable Interest Entities (“VIEs”) are entities in which equity investors lack the characteristics of a controlling financial interest. VIEs are consolidated by the primary beneficiary. The primary beneficiary is the party who has both the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. After the assumption of $ 5.7 3.75 The maximum exposure to loss is limited to the notional amounts of the implicit variable interest in Cognate. The Company has no current plans to provide any support additional to that which is noted above. Therefore, the maximum exposure to loss from its implicit interest is limited to $ 4.5 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 11. Commitments and Contingencies Contingent Payment to Cognate BioServices Under the January 17, 2014 DCVax®-L Manufacturing Services Agreement and the DCVax-Direct Agreement, a new set of provisions apply going forward to any shut down or suspension. Under these provisions, the Company will be contingently obligated to pay certain fees to Cognate BioServices (in addition to any other remedies) if the Company shuts down or suspends its DCVax-L program or DCVax-Direct program. For a shut down or suspension of the DCVax-L program, the fees will be as fol l · Prior to the last dose of the last patient enrolled in the Phase III trial for DCVax®-L or After the last dose of the last patient enrolled in the Phase III clinical trial for DCVax®-L but before any submission for product approval in any jurisdiction or after the submission of any application for market authorization but prior to receiving a marketing authorization approval: in any of these cases, the fee shall be $ 3 · At any time after receiving the equivalent of a marketing authorization for DCVax®-L in any jurisdiction, the fee shall be $ 5 For a shut down or suspension of the DCVax-Direct program, the fees will be as follows: · Prior to the last dose of the last patient enrolled in the Phase I/II trial for DCVax®-Direct, the fee shall be $ 1.5 · After the last dose of the last patient enrolled in the Phase I/II clinical trial for DCVax®-Direct but before the initiation of a Phase III trial the fee shall be $ 2.0 · After initiation of a phase III trial but before submission of an application for market authorization in any jurisdiction or after the submission of an application for market authorization but prior to receiving a market authorization approval: in each of these cases, the fee shall be $ 3.0 · At any time after receiving the equivalent of a marketing authorization for DCVax®-Direct in any jurisdiction the fee shall be $ 5.0 While our DCVax programs are ongoing, the Company is required to pay certain fees for dedicated production suites or capacity reserved exclusively for DCVax production, and pay for a certain minimum number of patients, whether or not we fully utilize the dedicated capacity and number of patients. Derivative and Class Action Litigation On June 19, 2015, two purported shareholders filed a lawsuit in the Delaware Court of Chancery, captioned Tharp, et al. v. Cognate, et al. On November 19, 2015, a third purported shareholder filed a lawsuit in the U.S. District Court for the District of Maryland, captioned Yonemura v. Powers, et al. On November 28, 2016, a purported shareholder filed a lawsuit in the Circuit Court for Montgomery County, Maryland, captioned Wells v. Powers, et al. Class Action Securities Litigation On August 26, 2015, a purported shareholder of the Company filed a putative class action lawsuit in the U.S. District Court for the District of Maryland, captioned Lerner v. Northwest Biotherapeutics, Inc., et al. 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. U.S. Securities and Exchange Commission Special Litigation Committee As previously reported, the Company appointed a Special Litigation Committee, and Committee has undertaken an inquiry into the allegations of various lawsuits filed against the Company, and an anonymous internet report raising a number of criticisms of the Company and its Board and management, including with respect to the reasonableness of the transactions with Cognate. The Committee has retained experts to analyze some of these issues. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 12. Subsequent Events On April 14, 2017, the Company entered into Stock Purchase Agreement with multiple investors. The Company issued 1,384,615 0.26 1,038,461 0.26 1,038,461 1.00 360,000 On April 19, 2017, the Company entered into a financing in an aggregate principal amount of $ 2,250,000 10.0 On May 5, 2017, the Company entered into a loan agreement (the “Note”) with an individual investor (the “Holder”) for an aggregate principal amount of $ 1,000,000 10 June 30, 2017 During April 2017 and May 2017, certain existing Class C warrants holders exercised an aggregate amount of 4,900,000 0.01 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017, condensed consolidated statements of operations for the three months ended March 31, 2017 and 2016, condensed consolidated statements of comprehensive loss for the three months ended March 31, 2017 and 2016, condensed consolidated statement of stockholders’ equity (deficit) for the three months ended March 31, 2017, and the condensed consolidated statements of cash flows for the three months ended March 31, 2017 and 2016 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three months ended March 31, 2017 are not necessarily indicative of results to be expected for the year ending December 31, 2017 or for any future interim period. The condensed consolidated balance sheet at December 31, 2016 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2016, and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on April 17, 2017. |
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 financial 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 has been estimated using Monte Carlo simulation and Black Scholes model. |
Sequencing [Policy Text Block] | Sequencing As of October 13, 2016, the Company adopted a sequencing policy whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors. |
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 March 31, 2017, 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 2016 Annual Report. |
New Accounting Pronouncements, Policy [Policy Text Block] | Adoption of Recent 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 Recent Issued Accounting Pronouncements Statement of Cash Flows In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments, which addresses specific cash flow classification issues where there is currently diversity in practice including debt prepayment and proceeds from the settlement of insurance claims. ASU 2016-15 is effective for annual periods beginning after December 15, 2017, with early adoption permitted. The Company is currently assessing the impact that ASU No. 2016-15 will have on its condensed consolidated financial statements. Revenue from Contracts with Customer In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”, an updated standard on revenue recognition. ASU No. 2014-09 provides enhancements to the quality and consistency of how revenue is reported by companies while also improving comparability in the financial statements of companies reporting using International Financial Reporting Standards or U.S. GAAP. The main purpose of the new standard is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which a company expects to be entitled in exchange for those goods or services. The new standard also will result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively and improve guidance for multiple-element arrangements. In July 2015, the FASB voted to approve a one-year deferral of the effective date of ASU No. 2014-09, which will be effective for the Company in the first quarter of fiscal year 2018 and may be applied on a full retrospective or modified retrospective approach. The Company is currently evaluating the pending adoption of ASU 2014-09 and its impact on the Company's consolidated financial statements and has not yet identified which transition method will be applied upon adoption. 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) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table presents changes in Level 3 liabilities measured at fair value for the three-month period ended March 31, 2017. 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 Share-settled Liability Debt (in Default) Total Balance January 1, 2017 $ 4,862 $ 5,200 $ 10,062 Warrants granted 6,194 - 6,194 Extinguishment of warrant liabilities related to warrants exercised for cash (713) - (713) Change in fair value (1,439) - (1,439) Balance March 31, 2017 $ 8,904 $ 5,200 $ 14,104 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | 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 as of March 31, 2017 and December 31, 2016 is as follows: Date of valuation March 31, 2017 December 31, 2016 Strike price $ 0.56 $ 0.60 Contractual term (years) 2.9 4.7 Volatility (annual) 105 % 98 % Risk-free rate 1 % 2 % Dividend yield (per share) 0 % 0 % |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2017 and December 31, 2016 (in thousands): Fair value measured at March 31, 2017 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs March 31, 2017 (Level 1) (Level 2) (Level 3) Warrant liability $ 8,904 $ - $ - $ 8,904 Share-settled debt (in default) 5,200 - - 5,200 Total fair value $ 14,104 $ - $ - $ 14,104 Fair value measured at December 31, 2016 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs December 31, 2016 (Level 1) (Level 2) (Level 3) Warrant liability $ 4,862 $ - $ - $ 4,862 Share-settled debt (in default) 5,200 - - 5,200 Total fair value $ 10,062 $ - $ - $ 10,062 |
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 warrant exercises (originally recorded as liabilities) during the quarter ended March 31, 2017 is as follows: 2017 Warrants Exercised Strike price $ 0.01 Contractual term (years) 0.2 Volatility (annual) 113 % Risk-free rate 1 % Dividend yield (per share) 0 % |
Warrant [Member] | Public and Private Offering [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 warrant granted during the quarter ended March 31, 2017 is as follows: 2017 Warrants Granted Strike price $ 0.51 Contractual term (years) 2.2 Volatility (annual) 107 % Risk-free rate 1 % Dividend yield (per share) 0 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consist of the following at March 31, 2017 and December 31, 2016 (in thousands): March 31, December 31, 2017 2016 Leasehold improvements $ 69 $ 69 Office furniture and equipment 25 25 Computer equipment and software 628 626 722 720 Less: accumulated depreciation (461) (405) Total property, plant and equipment, net 261 315 Construction in progress (property in the United Kingdom) 44,766 44,559 $ 45,027 $ 44,874 * Construction in progress includes both the land acquisition costs and the building costs. |
Outstanding Debt (Tables)
Outstanding Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 March 31, 2017 and December 31, 2016, respectively (amount in thousands): Remaining Stated Conversion Remaining Deferred Carrying Maturity Date Interest Rate Price Face Value Debt Discount Financing Cost Value 6% unsecured (1) Due 6 % $ 3.09 $ 135 $ - $ - $ 135 2014 Senior convertible notes (2) 6/20/2017 7 % $ 6.60 10,000 - - 10,000 10% unsecured 11/4/2017 10 % N/A 2,450 - - 2,450 8% unsecured note (3) 9/3/2017 & 6/30/2018 8 % N/A 4,465 (394 ) - 4,071 0% unsecured OID note (4) 9/1/2017 & 9/3/2017 0 % N/A 1,670 (41 ) - 1,629 Share-settled debt, at fair value (5) In Default 18 % $ 0.25 5,200 - - 5,200 Mortgage loan (6) 11/16/2017 & 8/16/2017 12 % N/A 10,280 - (250 ) 10,030 Ending balance as of March 31, 2017 $ 34,200 $ (435 ) $ (250 ) $ 33,515 Remaining Stated Conversion Remaining Deferred Carrying Maturity Date Interest Rate Price Face Value Debt Discount Financing Cost Value 6% unsecured Due 6 % $ 3.09 $ 135 $ - $ - $ 135 10% unsecured note to related party On Demand 10 % N/A 50 - - 50 12% unsecured note to related party On Demand 12 % N/A 260 - - 260 2014 Senior convertible notes 8/15/2017 5 % $ 6.60 11,000 - (175 ) 10,825 10% unsecured note 11/4/2017 10 % N/A 2,450 - - 2,450 8% unsecured note 6/30/2018 8 % N/A 3,310 (310 ) - 3,000 Share-settled debt, at fair value In Default 18 % $ 0.35 5,200 - - 5,200 Mortgage loan 11/16/2017 & 8/16/2017 12 % N/A 10,156 - (365 ) 9,791 Ending balance as of December 31, 2016 $ 32,561 $ (310 ) $ (540 ) $ 31,711 (1) This $135,000 note as of March 31, 2017 and December 31, 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. (2) Due to the Nasdaq delisting on December 19, 2016, the term of the Convertible Senior Notes (the “Notes”) indenture required the Company to offer to repurchase the entire principal and all remaining interest through the Notes original maturity date. The debt holders accepted the offer, and NWBO was required to repurchase the entire Notes on March 10, 2017. On March 9, 2017, the Company entered into a Note Repurchase Agreement with the debt holders (the “Holders”). The Agreement provided for an installment payment plan for the next 4 months, with the last payment due on June 20, 2017. The contractual interest rate was also modified from 5% per annum to 7% per annum. As an additional consideration to the Holders to delay the Notes repayment, the Company issued the Holders 4,039,860 common stock. The fair value of the common stock was approximately $1.5 million on the grant date, and was recorded as debt extinguishment. During the quarter ended March 31, 2017, the Company made principal repayment of $1.0 million and interest payment of approximately $0.3 million. On April 19, 2017, the Company made a principal repayment of $2.0 million and an interest payment of $0.1 million. (3) On March 3, 2017, the Company entered into a note purchase agreement (the “Note”) with an individual investor for an aggregate principal amount of $1,155,000. The Note bore interest at 8% per annum with a 6 month term. The Note carries an original issue discount of $150,000 and $5,000 legal cost that was reimbursable to the investor. (4) On March 3, 2017, the Company entered into a series of six promissory notes with unrelated third parties (the “OID Notes”) in the original principal amount of $1,670,000 with an original issuance discount of 3% for aggregate net proceeds of $1,620,000 with no stated interest rate. The OID Notes have a six-month maturity, may be prepaid without penalty by the Company prior to maturity and the lenders maintain an option to require payment prior to maturity upon the Company’s raising a minimum of $15 million. (5) During the quarter ended March 31, 2016, the Company issued 2,500,000 shares of common stock to the holder of the Company’s share-settled debt (the “Holder”) as advance payment for future debt conversion. Such common shares were not sold by the Holder as of March 31, 2017. Therefore the Company didn’t reduce the share-settled debt balance upon issuance of such shares. |
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 months ended March 31, 2017 and 2016, respectively (in thousands): For the three months ended March 31, 2017 2016 Interest expenses related to senior convertible notes: Contractual interest $ 385 $ 137 Amortization of debt issuance costs 175 70 Total interest expenses related to senior convertible notes 560 207 Interest expenses related to other notes: Contractual interest 144 38 Amortization of debt discount 80 - Total interest expenses related to other notes 224 38 Interest expenses related to mortgage loan: Contractual interest 288 333 Amortization of debt issuance costs 118 139 Total interest expenses on the mortgage loan 406 472 Other interest expenses 4 1 Total interest expense $ 1,194 $ 718 |
Net Loss per Share Applicable24
Net Loss per Share Applicable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following securities were not included in the diluted net loss per share calculation because their effect was anti-dilutive as of the periods presented (in thousands): For the three months ended March 31, 2017 2016 Common stock options 1,551 1,551 Common stock warrants - equity treatment 37,682 28,876 Common stock warrants - liability treatment 63,841 15,839 Share-settled debt and accrued interest, at fair value 21,600 - Convertible notes and accrued interest 1,625 1,743 Potentially dilutive securities 126,299 48,009 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule Of Warrant Activity [Table Text Block] | The following is a summary of warrant activity for the three months ended March 31, 2017 (in thousands, except per share data): Number of Weighted Average Remaining Warrants Exercise Price Contractual Term Outstanding as of January 1, 2017 58,278 $ 1.78 3.86 Warrants granted 53,803 0.53 Warrants exercised for cash (3,100) 0.01 Warrants expired and cancellation (558) 9.28 Outstanding as of March 31, 2017 108,423 $ 1.16 3.00 |
Liquidity, Financial Conditio26
Liquidity, Financial Condition and Management Plans (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | $ (12,283) | $ (17,595) | |
Current Assets Less Payables | 78,800 | ||
Net Income (Loss) Attributable To Parent | (12,620) | $ (6,106) | |
Accounts Payable, Related Parties, Current | 22,541 | $ 23,353 | |
Assets, Current, Total | 3,155 | $ 7,884 | |
Share Based Compensation Aggregate Charges For Interest Associated With Accretion Of Our Convertible Notes Discount Net | $ 1,300 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Textual) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
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 | 32 |
Minimum [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Site Contingency, Loss Exposure in Excess of Accrual, Best Estimate | $ 4.5 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Quantitative Information One [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | $ 0.56 | $ 0.60 |
Contractual term (years) | 2 years 10 months 24 days | 4 years 8 months 12 days |
Volatility (annual) | 105.00% | 98.00% |
Risk-free rate | 1.00% | 2.00% |
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 | $ 0.01 | |
Contractual term (years) | 2 months 12 days | |
Volatility (annual) | 113.00% | |
Risk-free rate | 1.00% | |
Dividend yield (per share) | 0.00% | |
Cognate Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | $ 0.51 | |
Contractual term (years) | 2 years 2 months 12 days | |
Volatility (annual) | 107.00% | |
Risk-free rate | 1.00% | |
Dividend yield (per share) | 0.00% |
Fair Value Measurements (Deta29
Fair Value Measurements (Details 1) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 8,904 | $ 4,862 |
Share-settled debt (in default) | 5,200 | 5,200 |
Total fair value | 14,104 | 10,062 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Share-settled debt (in default) | 0 | 0 |
Total fair value | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Share-settled debt (in default) | 0 | 0 |
Total fair value | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 8,904 | 4,862 |
Share-settled debt (in default) | 5,200 | 5,200 |
Total fair value | $ 14,104 | $ 10,062 |
Fair Value Measurements (Deta30
Fair Value Measurements (Details 2) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | $ 10,062 |
Warrants granted | 6,194 |
Extinguishment of warrant liabilities related to warrants exercised for cash | (713) |
Change in fair value | (1,439) |
Balance | 14,104 |
Long-term Debt [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | 5,200 |
Warrants granted | 0 |
Extinguishment of warrant liabilities related to warrants exercised for cash | 0 |
Change in fair value | 0 |
Balance | 5,200 |
Warrant Liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | 4,862 |
Warrants granted | 6,194 |
Extinguishment of warrant liabilities related to warrants exercised for cash | (713) |
Change in fair value | (1,439) |
Balance | $ 8,904 |
Fair Value Measurements (Deta31
Fair Value Measurements (Details Textual) | 3 Months Ended |
Mar. 31, 2017shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Class Of Warrants Or Rights, Warrants Exercised For Cash | 3,100,000 |
Jerry Jasinowski [Member] | Investor [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Class of Warrant or Right, Warrant Issue During Period | 53,265,538 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment, Gross | $ 722 | $ 720 |
Less: accumulated depreciation | (461) | (405) |
Property, Plant and Equipment, Net | 261 | 315 |
Property, Plant and Equipment Net, Including Construction In Progress | 45,027 | 44,874 |
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 | 628 | 626 |
Construction in progress (property in the United Kingdom) [Member] | ||
Property, Plant and Equipment, Net | $ 44,766 | $ 44,559 |
Property and Equipment (Detai33
Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Depreciation | $ 56,000 | $ 13,000 |
Outstanding Debt (Details)
Outstanding Debt (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | Mar. 03, 2017 | |||
Face Value | $ 34,200,000 | $ 32,561,000 | |||
Remaining Debt Discount | (435,000) | (310,000) | |||
Remaining Deferred Financing Cost | (250,000) | (540,000) | |||
Carrying Value | $ 33,515,000 | $ 31,711,000 | |||
Mortgage loan [Member] | |||||
Stated Interest Rate | 12.00% | 12.00% | |||
Face Value | $ 10,280,000 | $ 10,156,000 | |||
Remaining Debt Discount | 0 | 0 | |||
Remaining Deferred Financing Cost | (250,000) | (365,000) | |||
Carrying Value | $ 10,030,000 | $ 9,791,000 | |||
Mortgage loan [Member] | Maximum [Member] | |||||
Maturity Date | Nov. 16, 2017 | Nov. 16, 2017 | |||
Mortgage loan [Member] | Minimum [Member] | |||||
Maturity Date | Aug. 16, 2017 | Aug. 16, 2017 | |||
2014 Senior convertible notes [Member] | |||||
Maturity Date | Jun. 20, 2017 | [1] | Aug. 15, 2017 | ||
Stated Interest Rate | 7.00% | [1] | 5.00% | ||
Conversion Price | $ 6.60 | [1] | $ 6.60 | ||
Face Value | $ 10,000,000 | [1] | $ 11,000,000 | ||
Remaining Debt Discount | 0 | [1] | 0 | ||
Remaining Deferred Financing Cost | 0 | [1] | (175,000) | ||
Carrying Value | $ 10,000,000 | [1] | $ 10,825,000 | ||
Ten Percent Unsecured Debt, Related Party [Member] | |||||
Maturity Date | On Demand | ||||
Stated Interest Rate | 10.00% | ||||
Face Value | $ 50,000 | ||||
Remaining Debt Discount | 0 | ||||
Remaining Deferred Financing Cost | 0 | ||||
Carrying Value | $ 50,000 | ||||
Twelve Percent Unsecured Debt ,Related Party [Member] | |||||
Maturity Date | On Demand | ||||
Stated Interest Rate | 12.00% | ||||
Face Value | $ 260,000 | ||||
Remaining Debt Discount | 0 | ||||
Remaining Deferred Financing Cost | 0 | ||||
Carrying Value | $ 260,000 | ||||
Ten Percent Unsecured Debt Two [Member] | |||||
Maturity Date | Nov. 4, 2017 | Nov. 4, 2017 | |||
Stated Interest Rate | 10.00% | 10.00% | |||
Face Value | $ 2,450,000 | $ 2,450,000 | |||
Remaining Debt Discount | 0 | 0 | |||
Remaining Deferred Financing Cost | 0 | 0 | |||
Carrying Value | $ 2,450,000 | $ 2,450,000 | |||
Share Settled Debt [Member] | |||||
Maturity Date | In Default | [2] | In Default | ||
Stated Interest Rate | 18.00% | [2] | 18.00% | ||
Conversion Price | $ 0.25 | [2] | $ 0.35 | ||
Face Value | $ 5,200,000 | [2] | $ 5,200,000 | ||
Remaining Debt Discount | 0 | [2] | 0 | ||
Remaining Deferred Financing Cost | 0 | [2] | 0 | ||
Carrying Value | $ 5,200,000 | [2] | $ 5,200,000 | ||
Zero Percent Unsecured OID Note [Member] | |||||
Stated Interest Rate | 0.00% | [3] | 3.00% | ||
Face Value | $ 1,670,000 | [3] | $ 1,670,000 | ||
Remaining Debt Discount | [3] | (41,000) | |||
Remaining Deferred Financing Cost | [3] | 0 | |||
Carrying Value | [3] | $ 1,629,000 | |||
Zero Percent Unsecured OID Note [Member] | Maximum [Member] | |||||
Maturity Date | [3] | Sep. 3, 2017 | |||
Zero Percent Unsecured OID Note [Member] | Minimum [Member] | |||||
Maturity Date | [3] | Sep. 1, 2017 | |||
Six Percentage Unsecured Debt [Member] | |||||
Maturity Date | Due | [4] | Due | ||
Stated Interest Rate | 6.00% | [4] | 6.00% | ||
Conversion Price | $ 3.09 | [4] | $ 3.09 | ||
Face Value | $ 135,000 | [4] | $ 135,000 | ||
Remaining Debt Discount | 0 | [4] | 0 | ||
Remaining Deferred Financing Cost | 0 | [4] | 0 | ||
Carrying Value | $ 135,000 | [4] | $ 135,000 | ||
Eight Percentage Unsecured Debt [Member] | |||||
Maturity Date | Jun. 30, 2018 | ||||
Stated Interest Rate | 8.00% | [5] | 8.00% | 8.00% | |
Face Value | $ 4,465,000 | [5] | $ 3,310,000 | $ 1,155,000 | |
Remaining Debt Discount | (394,000) | [5] | (310,000) | ||
Remaining Deferred Financing Cost | 0 | [5] | 0 | ||
Carrying Value | $ 4,071,000 | [5] | $ 3,000,000 | ||
Eight Percentage Unsecured Debt [Member] | Maximum [Member] | |||||
Maturity Date | [5] | Jun. 30, 2018 | |||
Eight Percentage Unsecured Debt [Member] | Minimum [Member] | |||||
Maturity Date | [5] | Sep. 3, 2017 | |||
[1] | Due to the Nasdaq delisting on December 19, 2016, the term of the Convertible Senior Notes (the “Notes”) indenture required the Company to offer to repurchase the entire principal and all remaining interest through the Notes original maturity date. The debt holders accepted the offer, and NWBO was required to repurchase the entire Notes on March 10, 2017. On March 9, 2017, the Company entered into a Note Repurchase Agreement with the debt holders (the “Holders”). The Agreement provided for an installment payment plan for the next 4 months, with the last payment due on June 20, 2017. The contractual interest rate was also modified from 5% per annum to 7% per annum. As an additional consideration to the Holders to delay the Notes repayment, the Company issued the Holders 4,039,860 common stock. The fair value of the common stock was approximately $1.5 million on the grant date, and was recorded as debt extinguishment. During the quarter ended March 31, 2017, the Company made principal repayment of $1.0 million and interest payment of approximately $0.3 million. On April 19, 2017, the Company made a principal repayment of $2.0 million and an interest payment of $0.1 million. | ||||
[2] | During the quarter ended March 31, 2016, the Company issued 2,500,000 shares of common stock to the holder of the Company’s share-settled debt (the “Holder”) as advance payment for future debt conversion. Such common shares were not sold by the Holder as of March 31, 2017. Therefore the Company didn’t reduce the share-settled debt balance upon issuance of such shares. | ||||
[3] | On March 3, 2017, the Company entered into a series of six promissory notes with unrelated third parties (the “OID Notes”) in the original principal amount of $1,670,000 with an original issuance discount of 3% for aggregate net proceeds of $1,620,000 with no stated interest rate. The OID Notes have a six-month maturity, may be prepaid without penalty by the Company prior to maturity and the lenders maintain an option to require payment prior to maturity upon the Company’s raising a minimum of $15 million. | ||||
[4] | This $135,000 note as of March 31, 2017 and December 31, 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. | ||||
[5] | On March 3, 2017, the Company entered into a note purchase agreement (the “Note”) with an individual investor for an aggregate principal amount of $1,155,000. The Note bore interest at 8% per annum with a 6 month term. The Note carries an original issue discount of $150,000 and $5,000 legal cost that was reimbursable to the investor. |
Outstanding Debt (Details 1)
Outstanding Debt (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Other interest expenses | $ 4 | $ 1 |
Amortization of debt discount | 373 | 209 |
Interest Expense, Debt | 1,194 | 718 |
Secured Debt [Member] | ||
Contractual interest | 288 | 333 |
Amortization of debt issuance costs | 118 | 139 |
Interest Expense, Debt | 406 | 472 |
Notes Payable, Other Payables [Member] | ||
Contractual interest | 144 | 38 |
Amortization of debt discount | 80 | 0 |
Interest Expense, Debt | 224 | 38 |
Senior Convertiable Note [Member] | ||
Contractual interest | 385 | 137 |
Amortization of debt issuance costs | 175 | 70 |
Interest and Debt Expense | $ 560 | $ 207 |
Outstanding Debt (Details Textu
Outstanding Debt (Details Textual) - USD ($) | Mar. 03, 2017 | Apr. 19, 2017 | Mar. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||||||
Debt Instrument, Face Amount | $ 34,200,000 | $ 32,561,000 | |||||
Notes Payable | 135,000 | $ 135,000 | |||||
Legal Fees | 3,932,000 | $ 940,000 | |||||
Proceeds from Notes Payable | $ 2,620,000 | $ 0 | |||||
Eight Percent Unsecured Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | [1] | 8.00% | |||
Debt Instrument, Face Amount | $ 1,155,000 | $ 4,465,000 | [1] | $ 3,310,000 | |||
Debt Instrument, Term | 6 months | ||||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 150,000 | ||||||
Legal Fees | $ 5,000 | ||||||
Senior Convertible Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Conversion, Converted Instrument, Amount | $ 1,500,000 | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 4,039,860 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 5.00% | |||||
Debt Instrument, Periodic Payment, Principal | $ 1,000,000 | ||||||
Debt Instrument, Periodic Payment, Interest | 300,000 | ||||||
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 | ||||||
Zero Percent Unsecured OID Note [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | 0.00% | [2] | ||||
Debt Instrument, Face Amount | $ 1,670,000 | $ 1,670,000 | [2] | ||||
Debt Instrument, Term | 6 months | ||||||
Prepayment Condition, Minimum Raising Requirement | $ 15,000,000 | ||||||
Proceeds from Notes Payable | $ 1,620,000 | ||||||
Share Settled Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,500,000 | 2,500,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | [3] | 18.00% | ||||
Debt Instrument, Face Amount | $ 5,200,000 | [3] | $ 5,200,000 | ||||
Subsequent Event [Member] | Senior Convertible Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt Instrument, Periodic Payment, Principal | $ 2,000,000 | ||||||
Debt Instrument, Periodic Payment, Interest | $ 100,000 | ||||||
[1] | On March 3, 2017, the Company entered into a note purchase agreement (the “Note”) with an individual investor for an aggregate principal amount of $1,155,000. The Note bore interest at 8% per annum with a 6 month term. The Note carries an original issue discount of $150,000 and $5,000 legal cost that was reimbursable to the investor. | ||||||
[2] | On March 3, 2017, the Company entered into a series of six promissory notes with unrelated third parties (the “OID Notes”) in the original principal amount of $1,670,000 with an original issuance discount of 3% for aggregate net proceeds of $1,620,000 with no stated interest rate. The OID Notes have a six-month maturity, may be prepaid without penalty by the Company prior to maturity and the lenders maintain an option to require payment prior to maturity upon the Company’s raising a minimum of $15 million. | ||||||
[3] | During the quarter ended March 31, 2016, the Company issued 2,500,000 shares of common stock to the holder of the Company’s share-settled debt (the “Holder”) as advance payment for future debt conversion. Such common shares were not sold by the Holder as of March 31, 2017. Therefore the Company didn’t reduce the share-settled debt balance upon issuance of such shares. |
Net Loss per Share Applicable37
Net Loss per Share Applicable to Common Stockholders (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 126,299 | 48,009 |
Common stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 1,551 | 1,551 |
Common stock warrants equity treatment [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 37,682 | 28,876 |
Common stock warrants liability treatment [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 63,841 | 15,839 |
Convertible notes and accrued interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 1,625 | 1,743 |
Share Settled Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 21,600 | 0 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Mar. 27, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Apr. 19, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||||
Cognate research and development cost - services | $ 5,035,000 | $ 13,440,000 | |||
Debt Instrument, Face Amount | 34,200,000 | $ 32,561,000 | |||
Goldman Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt Instrument, Face Amount | $ 420,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||
Debt Instrument, Periodic Payment, Principal | $ 730,000 | ||||
Debt Instrument, Periodic Payment, Interest | $ 47,000 | ||||
Subsequent Event [Member] | Commercial Paper [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt Instrument, Face Amount | $ 2,250,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||
Cognate Bioservices [Member] | |||||
Related Party Transaction [Line Items] | |||||
Cognate research and development cost - services | $ 800,000 | ||||
Accounts Payable, Related Parties | 22,500,000 | $ 23,400,000 | |||
Related Party Transaction, Expenses from Transactions with Related Party | $ 2,600,000 | $ 11,200,000 |
Stockholders' Equity (Deficit39
Stockholders' Equity (Deficit) (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Shareholders Deficit [Line Items] | ||
Number of Warrants, Outstanding | 58,278 | |
Number of Warrants, warrants granted | 53,803 | |
Number of Warrants, Warrants exercised for cash | (3,100) | |
Number of Warrants, Warrants expired and cancellation | (558) | |
Number of Warrants, Outstanding | 108,423 | 58,278 |
Weighted Average Exercise Price - Outstanding | $ 1.78 | |
Weighted Average Exercise Price - Warrants granted | 0.53 | |
Weighted Average Exercise Price - Warrants exercised for cash | 0.01 | |
Weighted Average Exercise Price - Warrants expired and cancelled | 9.28 | |
Weighted Average Exercise Price - Outstanding | $ 1.16 | $ 1.78 |
Remaining Contractual Term | 3 years | 3 years 10 months 10 days |
Stockholders' Equity (Deficit40
Stockholders' Equity (Deficit) (Details Textual) - USD ($) | Apr. 14, 2017 | Mar. 10, 2017 | Mar. 30, 2017 | Mar. 17, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Shareholders Deficit [Line Items] | ||||||
Proceeds from Warrant Exercises | $ 31,000 | $ 0 | ||||
Stock Issued During Period, Shares, New Issues | 18,800,000 | |||||
Proceeds from Issuance or Sale of Equity | $ 360,000 | $ 7,500,000 | ||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 713,000 | |||||
Shares Issued During Period Shares, Upon Exercise Of warrants | 3,100,000 | |||||
Warrants and Rights Outstanding | $ 6,200,000 | |||||
Senior Convertiable Note [Member] | ||||||
Shareholders Deficit [Line Items] | ||||||
Debt Conversion, Converted Instrument, Amount | $ 1,500,000 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 4,039,860 | |||||
Share Settled Debt [Member] | ||||||
Shareholders Deficit [Line Items] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,500,000 | 2,500,000 | ||||
Class A Warrant [Member] | ||||||
Shareholders Deficit [Line Items] | ||||||
Shares Issued, Price Per Share | $ 0.26 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.26 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 21,600,000 | |||||
Class of Warrants, Expiration Term | 5 years | |||||
Class B Warrant [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 | 21,600,000 | |||||
Class C Warrant [Member] | ||||||
Shareholders Deficit [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.26 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 10,000,000 | |||||
Class Of Warrant Or Right Exercise Price, Payable On exercise Of Warrant | $ 0.01 | |||||
Class Of Warrant Or Right Prefunded Exercise Price | $ 0.25 |
Variable Interest Entities (Det
Variable Interest Entities (Details Textual) - Variable Interest Entity, Primary Beneficiary [Member] - USD ($) | 1 Months Ended | |
Oct. 31, 2016 | Mar. 31, 2017 | |
Variable Interest Entity [Line Items] | ||
Variable Interest Entity, Consolidated, Carrying Amount, Liabilities | $ 5,700,000 | |
Variable Interest Entity, Financial or Other Support, Amount | $ 3.75 | |
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 4,500,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - DCVax-Direct Agreement [Member] $ in Millions | Jan. 17, 2014USD ($) |
Condition One [Member] | |
Commitments And Contingencies [Line Items] | |
Contingent Liability Dcvax Direct Agreement Amount | $ 3 |
Condition Two [Member] | |
Commitments And Contingencies [Line Items] | |
Contingent Liability Dcvax Direct Agreement Amount | 5 |
Condition Three [Member] | |
Commitments And Contingencies [Line Items] | |
Contingent Liability Dcvax Direct Agreement Amount | 1.5 |
Condition Four [Member] | |
Commitments And Contingencies [Line Items] | |
Contingent Liability Dcvax Direct Agreement Amount | 2 |
Condition Five [Member] | |
Commitments And Contingencies [Line Items] | |
Contingent Liability Dcvax Direct Agreement Amount | 3 |
Condition Six [Member] | |
Commitments And Contingencies [Line Items] | |
Contingent Liability Dcvax Direct Agreement Amount | $ 5 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | May 05, 2017 | Apr. 14, 2017 | Mar. 17, 2017 | May 31, 2017 | Apr. 19, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | 18,800,000 | ||||||
Debt Instrument, Face Amount | $ 34,200,000 | $ 32,561,000 | |||||
Proceeds from Issuance or Sale of Equity | $ 360,000 | $ 7,500,000 | |||||
Class Of Warrant Or Right, Outstanding | 108,423 | 58,278 | |||||
Class A Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares Issued, Price Per Share | $ 0.26 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.26 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 21,600,000 | ||||||
Class B Warrant [Member] | |||||||
Subsequent Event [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 | 21,600,000 | ||||||
Class C Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.26 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 10,000,000 | ||||||
Class C Warrant [Member] | Scenario, Forecast [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||
Class Of Warrant Or Right, Outstanding | 4,900,000 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Shares Issued, Price Per Share | $ 0.26 | ||||||
Stock Issued During Period, Shares, New Issues | 1,384,615 | ||||||
Subsequent Event [Member] | Commercial Paper [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||
Debt Instrument, Face Amount | $ 2,250,000 | ||||||
Subsequent Event [Member] | Class A Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.26 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,038,461 | ||||||
Subsequent Event [Member] | Class B Warrant [Member] | |||||||
Subsequent Event [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 | 1,038,461 | ||||||
Investor [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||
Debt Instrument, Face Amount | $ 1,000,000 | ||||||
Debt Instrument, Maturity Date | Jun. 30, 2017 |