Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 21, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | NORTHWEST BIOTHERAPEUTICS INC | |
Entity Central Index Key | 1,072,379 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | NWBO | |
Entity Common Stock, Shares Outstanding | 295,253,044 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 22 | $ 6,186 |
Restricted cash - interest payments held in escrow | 0 | 685 |
Prepaid expenses and other current assets | 797 | 1,013 |
Total current assets | 819 | 7,884 |
Non-current assets: | ||
Property, plant and equipment, net | 224 | 315 |
Construction in progress (property in the United Kingdom) | 46,221 | 44,559 |
Other assets | 119 | 148 |
Total non-current assets | 46,564 | 45,022 |
Total assets | 47,383 | 52,906 |
Current liabilities: | ||
Accounts payable and accrued expenses | 16,149 | 13,239 |
Accounts payable and accrued expenses to related parties | 21,373 | 23,393 |
Convertible notes, net | 3,495 | 10,960 |
Notes payable, net | 5,661 | 2,450 |
Notes payable to related party | 2,170 | 310 |
Share settled debt, at fair value (in default) | 4,749 | 5,200 |
Environmental remediation liability | 6,200 | 6,200 |
Warrant liability | 6,878 | 4,862 |
Mortgage loan, net | 6,115 | 9,791 |
Total current liabilities | 72,790 | 76,405 |
Non-current liabilities: | ||
Note payable, net of current portion, net | 0 | 3,000 |
Convertible notes payable, net of current portion, net | 5,383 | 0 |
Mortgage loan, net of current portion, net | 4,453 | 0 |
Total non-current liabilities | 9,836 | 3,000 |
Total liabilities | 82,626 | 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 June 30, 2017 and December 31, 2016, respectively | 0 | 0 |
Common stock ($0.001 par value); 450,000,000 shares authorized; 237,322,805 and 157,028,270 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively | 237 | 157 |
Additional paid-in capital | 702,661 | 686,972 |
Accumulated deficit | (738,349) | (715,476) |
Accumulated other comprehensive gain | 208 | 1,848 |
Total stockholders' equity (deficit) | (35,243) | (26,499) |
Total liabilities and stockholders' equity (deficit) | $ 47,383 | $ 52,906 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
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 | 237,322,805 | 157,028,270 |
Common stock, shares outstanding | 237,322,805 | 157,028,270 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues: | ||||
Research and other | $ 88 | $ 157 | $ 156 | $ 393 |
Total revenues | 88 | 157 | 156 | 393 |
Operating costs and expenses: | ||||
Research and development | 5,466 | 8,713 | 10,501 | 22,153 |
General and administrative | 3,284 | 1,926 | 6,289 | 5,261 |
Legal expenses | 2,003 | 4,541 | 5,935 | 5,481 |
Total operating costs and expenses | 10,753 | 15,180 | 22,725 | 32,895 |
Loss from operations | (10,665) | (15,023) | (22,569) | (32,502) |
Other income (expense): | ||||
Change in fair value of derivative liabilities | 6,457 | 3,930 | 7,896 | 17,455 |
Loss from extinguishment of debt | (7,007) | 0 | (8,542) | 0 |
Interest expense | (1,308) | (729) | (2,502) | (1,447) |
Foreign currency transaction gain (loss) | 2,270 | (2,353) | 2,844 | (3,787) |
Net loss | (10,253) | (14,175) | (22,873) | (20,281) |
Deemed dividend related to warrant modification | 0 | (2,640) | 0 | (2,640) |
Net loss applicable to common stockholders | $ (10,253) | $ (16,815) | $ (22,873) | $ (22,921) |
Net loss per share applicable to common stockholders - basic and diluted (in dollars per share) | $ (0.05) | $ (0.16) | $ (0.12) | $ (0.23) |
Weighted average shares used in computing basic and diluted loss per share (in shares) | 208,458 | 103,831 | 185,108 | 100,782 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Net loss | $ (10,253) | $ (14,175) | $ (22,873) | $ (20,281) |
Other comprehensive loss | ||||
Foreign currency translation adjustment | (1,326) | 537 | (1,640) | 1,037 |
Total comprehensive loss | $ (11,579) | $ (13,638) | $ (24,513) | $ (19,244) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) - 6 months ended Jun. 30, 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 $6.4 million warrant liability) | 1,389 | $ 20 | 1,369 | 0 | 0 |
Issuance of common stock and warrants for cash in a registered direct offering (net of $6.4 million warrant liability) (in shares) | 20,229 | ||||
Offering cost related to registered direct offering | (693) | $ 0 | (693) | 0 | 0 |
Issuance of common stock and warrants for cash in private offering (net of $0.3 million warrant liability) | 232 | $ 4 | 228 | 0 | 0 |
Issuance of common stock and warrants for cash in private offering (net of $0.3 million warrant liability) (in Shares) | 3,611 | ||||
Warrants exercised for cash | 100 | $ 10 | 90 | 0 | 0 |
Warrants exercised for cash (in shares) | 10,000 | ||||
Reclassification of warrant liabilities related to warrants exercised for cash | 1,847 | $ 0 | 1,847 | 0 | 0 |
Conversion of share settled debt into common stock | 451 | $ 3 | 448 | 0 | 0 |
Conversion of share settled debt into common stock (in shares) | 3,500 | ||||
Issuance of common stock and warrants for conversion of debt and accrued interest | 6,266 | $ 36 | 6,230 | 0 | 0 |
Issuance of common stock and warrants for conversion of debt and accrued interest (in Shares) | 35,866 | ||||
Common stock issued for extinguishment of 2014 senior convertible notes | 2,054 | $ 7 | 2,047 | 0 | 0 |
Common stock issued for extinguishment of 2014 senior convertible notes (in shares) | 7,090 | ||||
Forgiveness of certain payables to Cognate BioServices, Inc. | 3,750 | $ 0 | 3,750 | 0 | 0 |
Stock-based compensation | 373 | 0 | 373 | 0 | 0 |
Net loss | (22,873) | 0 | 0 | (22,873) | 0 |
Cumulative translation adjustment | (1,640) | 0 | 0 | 0 | (1,640) |
Balance at Jun. 30, 2017 | $ (35,243) | $ 237 | $ 702,661 | $ (738,349) | $ 208 |
Balance (in shares) at Jun. 30, 2017 | 237,323 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) [Parenthetical] $ in Thousands | Jun. 30, 2017USD ($) |
Derivative Liability, Current | $ 6,878 |
Direct Offering [Member] | |
Derivative Liability, Current | 6,400 |
Private Offering [Member] | |
Derivative Liability, Current | $ 300 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (22,873) | $ (20,281) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization | 100 | 80 |
Amortization of debt discount | 687 | 431 |
Non-cash interest expense | 348 | 0 |
Change in fair value of derivatives | (7,896) | (17,455) |
Loss from extinguishment of debt | 8,542 | 0 |
Stock-based compensation | 373 | 12 |
Stock issued to Cognate BioServices under Cognate Agreements | 0 | 2,277 |
Subtotal of non-cash charges | 1,704 | (14,655) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 212 | 337 |
Accounts payable and accrued expenses | 3,222 | 628 |
Related party accounts payable and accrued expenses | 1,730 | 2,121 |
Other non-current assets | 29 | 49 |
Net cash used in operating activities | (15,976) | (31,801) |
Cash Flows from Investing Activities: | ||
Purchase of property, plant and equipment | (9) | (4,303) |
Refund of leasehold improvement related to UK construction | 220 | 0 |
Net cash provided by (used in) investing activities | 211 | (4,303) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock and warrants in a registered direct offering | 7,760 | 10,000 |
Offering cost related to registered direct offering | (693) | (756) |
Proceeds from issuance of common stock and warrants in private offering | 553 | 0 |
Proceeds from exercise of warrants | 100 | 4,235 |
Offering cost related to warrants exercise | 0 | (341) |
Proceeds from issuance of notes payable, net | 3,973 | 0 |
Proceeds from issuance of notes payable to related party | 2,740 | 0 |
Repayment of notes payable to related parties | (880) | 0 |
Proceeds from issuance of convertible notes payable, net | 1,604 | 0 |
Repayment of convertible notes payable | (3,258) | 0 |
Net cash provided by financing activities | 11,899 | 13,138 |
Effect of exchange rate changes on cash and cash equivalents | (2,983) | 3,021 |
Net decrease in cash, cash equivalents and restricted cash | (6,849) | (19,945) |
Cash, cash equivalents and restricted cash, beginning of the period | 6,871 | 23,048 |
Cash, cash equivalents and restricted cash, end of the period | 22 | 3,103 |
Supplemental schedule of non-cash investing and financing activities: | ||
Conversion of share settled debt into common stock | 451 | 0 |
Issuance of common stock and warrants for conversion of debt and accrued interest | 5,462 | 0 |
Exchange 2014 Senior Convertible Notes and accrued interest for secured convertible note | 5,175 | 0 |
Reclassification of warrant liabilities related to warrants exercised for cash | 1,847 | 0 |
Issuance of warrants in conjunction with note payable | 83 | 0 |
Forgiveness of certain payables to Cognate BioServices, Inc. | 3,750 | 0 |
Embedded conversion features with issuance of secured convertible notes | 1,826 | 0 |
Accrued renewal fee incurred from mortgage loan | 0 | 301 |
Deemed dividend related to modification of warrant | 0 | 2,640 |
VAT receivables related to UK property | 0 | 408 |
Mortgage Loan [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest payments | (658) | (920) |
Convertible Notes Payable [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest payments | (485) | (275) |
Notes Payable, Other Payables [Member] | ||
Reconciliation of net loss to net cash used in operating activities: | ||
Amortization of debt discount | 270 | 0 |
Supplemental disclosure of cash flow information | ||
Interest payments | $ (47) | $ 0 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 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 9), 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 the UK (which was formerly part of Cognate BioServices) is preparing for production of DCVax-L products there. 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. 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 | 6 Months Ended |
Jun. 30, 2017 | |
Liquidity [Abstract] | |
Liquidity and Financial Condition [Text Block] | 2. Liquidity, Financial Condition and Management Plans During the six months ended June 30, 2017 and 2016, the Company used approximately $ 16.0 31.8 During the six months ended June 30, 2017, the 16.0 5 from a third party who retired the 2014 Notes on the Company’s behalf (see Note 7 for further details) 10.3 22.9 0.8 72.0 21.4 3.75 The Company has not yet generated any material revenue from the sale of its products and is subject to all of the risks and uncertainties that are typically faced by biotechnology companies that devote substantially all of their efforts to R&D and clinical trials and do not yet have commercial products. The Company expects to continue incurring losses for the foreseeable future. The Company’s existing liquidity is not sufficient to fund its operations, anticipated capital expenditures, working capital and other financing requirements until the Company reaches significant revenues. Until that time, the Company will need to obtain additional equity and/or debt financing, especially if the Company experiences downturns in its business that are more severe or longer than anticipated, or if the Company experiences significant increases in expense levels resulting from being a publicly-traded company or from expansion of operations. If the Company attempts to obtain additional equity or debt financing, the Company cannot assume that such financing will be available to the Company on favorable terms, or at all. 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 Company has operated with going concern determinations throughout more than a decade, and so the condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company did 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 | 6 Months Ended |
Jun. 30, 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 June 30, 2017, condensed consolidated statements of operations for the three and six months ended June 30, 2017 and 2016, condensed consolidated statements of comprehensive loss for the six months ended June 30, 2017 and 2016, condensed consolidated statement of stockholders’ equity (deficit) for the six months ended June 30, 2017, and the condensed consolidated statements of cash flows for the six months ended June 30, 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 and six months ended June 30, 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 or a 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 June 30, 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 Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting Recent Issued Accounting Pronouncements Compensation-Stock Compensation In May 2017, the FASB issued ASU 2017-09, CompensationStock Compensation (Topic 718): Scope of Modification Accounting Accounting for Certain Financial Instruments with Down Round Features On July 13, 2017, the FASB has issued a two-part ASU No. 2017-11, (i). Accounting for Certain Financial Instruments with Down Round Features Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 4. Fair Value Measurements Derivative Warrants Granted in 2017 During the six months ended June 30, 2017, the Company issued approximately 94,703,000 2017 Warrants Granted Associated with Public and Private Debt Offering Conversion Issuance of Debt Strike price $ 0.51 $ 0.39 $ 0.18 Contractual term (years) 2.3 2.3 2.0 Volatility (annual) 107 % 109 % 112 % Risk-free rate 1 % 1 % 1 % Dividend yield (per share) 0 % 0 % 0 % Embedded Conversion Features During the six months ended June 30, 2017, the Company recorded approximately $ 4.3 Conversion price $ 0.41 Contractual term (years) 1.92 Volatility (annual) 97 % Risk-free rate 1 % Dividend yield (per share) 0 % Fair value measured at June 30, 2017 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs June 30, 2017 (Level 1) (Level 2) (Level 3) Warrant liability $ 6,878 $ - $ - $ 6,878 Embedded conversion feature 2,075 - - 2,075 Share-settled debt (in default) 4,749 - - 4,749 Total fair value $ 13,702 $ - $ - $ 13,702 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 six-month period ended June 30, 2017. In accordance with ASC 820, 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 Embedded Share-settled Liability Conversion Feature Debt (in Default) Total Balance January 1, 2017 $ 4,862 $ - $ 5,200 $ 10,062 Warrants granted 9,572 - - 9,572 Issuance of convertible notes - 4,262 - 4,262 Extinguishment of warrant liabilities related to warrants exercised for cash (1,847) - - (1,847) Conversion of share-settled debt - - (451) (451) Change in fair value (5,709) (2,187) - (7,896) Balance June 30, 2017 $ 6,878 $ 2,075 $ 4,749 $ 13,702 A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of June 30, 2017 and December 31, 2016 is as follows: As of June 30, 2017 As of December 31, 2016 Warrant Embedded Warrant Liability Conversion Feature Liability Strike price $ 0.40 $ 0.41 $ 0.60 Contractual term (years) 3.4 1.9 4.7 Volatility (annual) 98 % 99 % 98 % Risk-free rate 2 % 1 % 2 % Dividend yield (per share) 0 % 0 % 0 % |
Property & Equipment and Constr
Property & Equipment and Construction in Progress | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 5. Property & Equipment and Construction in Progress June 30, December 31, 2017 2016 Leasehold improvements $ 69 $ 69 Office furniture and equipment 25 25 Computer equipment and software 635 626 729 720 Less: accumulated depreciation (505) (405) Total property, plant and equipment, net 224 315 Construction in progress (property in the United Kingdom) 46,221 44,559 $ 46,445 $ 44,874 * Construction in progress includes both the land acquisition costs and the building costs. Depreciation expenses were approximately $ 100,000 80,000 |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 6. Stock-based Compensation On June 13, 2017, the Company granted options (the “Options”) to acquire shares of the Company’s common stock (the “Shares”) to Dr. Marnix Bosch, the Chief Technical Officer of the Company, and Dr. Alton Boynton, the Chief Scientific Officer of the Company. The Options were granted pursuant to the Second Amended and Restated Northwest Biotherapeutics, Inc. 2007 Stock Plan (the “Equity Plan”). The Equity Plan provides for awards of various types of equity securities (including common stock, restricted stock units, options and/or other derivative securities) to employees and directors of the Company. Dr. Bosch received Options exercisable for 7,940,182 3,402,935 0.25 5 50 50% will vest over a 24-month period in equal monthly installments, provided that the recipient continues to be employed by the Company. The unvested portions of the Options are subject to accelerated vesting upon (i) a change of effective control of the Company, (ii) the filing of the first Biologics License Application or other application for product approval in any jurisdiction, (iii) completion of any randomized clinical trial that meets its endpoint(s) (Phase II or Phase III), (iv) decision by the Board, in its discretion or (v) the death of the recipient. The following table summarizes stock option activities for the Company’s option plans for the six months ended June 30, 2017 (amount in thousands, except per share number): Number of Options Weighted Total Intrinsic Weighted Outstanding as of December 31, 2016 1,551 $ 10.56 $ - 1.9 Granted 11,343 0.25 - 5.0 Forfeited/expired (238) 9.90 - - Outstanding as of June 30, 2017 12,656 $ 1.32 - 4.6 Options vested and exercisable 6,546 $ 1.63 $ - 4.5 For the Six Months Ended June 30, 2017 Exercise price $ 0.25 Expected term (years) 2.8 Expected stock price volatility 96 % Risk-free rate of interest 2 % The Company recorded stock based compensation expense of $ 373,000 0.7 0.3 2.2 . The risk-free rate is based on the rate of U.S Treasury zero-coupon issues with a remaining term equal to the expected term of the option grants. Expected volatility is based on the historical volatility of the Company’s common stock using the daily closing price of the Company’s common stock. The expected term represents the period that the Company’s stock-based awards are expected to be outstanding. |
Outstanding Debt
Outstanding Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 7. Outstanding Debt Stated Remaining Fair Value of Interest Conversion Debt Debt Embedded Carrying Maturity Date Rate Price Face Value Discount Premium Conversion Option Value Short term convertible notes payable 6% unsecured (1) Due 6 % $ 3.09 135 - - - 135 10% unsecured (2) In Default 10 % $ 0.26 1,578 - - 14 1,592 18% unsecured (3) In Default 18 % $ 0.26 1,183 - 348 237 1,768 2,896 - 348 251 3,495 Short term notes payable 8% unsecured (4) Various 8 % N/A 5,620 (400) - - 5,220 0% unsecured (5) 9/1/2017 0 % N/A 226 (2) - - 224 12% unsecured (5) On Demand 12 % N/A 300 (83) - - 217 6,146 (485) - - 5,661 Short term notes payable - related parties 10% unsecured - Related Parties (6) On Demand 10 % N/A 2,170 - - - 2,170 Share-settled debt, at fair value (7) In Default 18 % $ 0.16 4,749 - - - 4,749 Short term mortgage loan 11/16/2017 12 % N/A 6,225 (110) - - 6,115 Long term convertible notes payable 12% secured convertible notes (8) 6/21/2020 12 % $ 0.50 6,000 (2,443) - 1,826 5,383 Long term mortgage loan (9) 8/13/2018 12 % N/A 4,478 (25) - - 4,453 Ending balance as of June 30, 2017 32,664 (3,063) 348 2,077 32,026 Stated Remaining Interest Conversion Debt Carrying Maturity Date Rate Price Face Value Discount Value Short term convertible notes payable 6% unsecured (1) Due 6 % $ 3.09 $ 135 $ - $ 135 5% 2014 Senior convertible notes (8) 8/15/2017 5 % $ 6.60 11,000 (175) 10,825 11,135 (175) 10,960 Short term notes payable 10% unsecured (2) 11/4/2017 10 % N/A 2,450 - 2,450 Short term notes payable - related parties 10% unsecured - Related Parties On Demand 10 % N/A 50 - 50 12% unsecured - Related Parties On Demand 12 % N/A 260 - 260 310 - 310 Share-settled debt, at fair value (7) In Default 18 % $ 0.35 5,200 - 5,200 Mortgage loan 11/16/17 & 8/13/17 12 % N/A 10,156 (365) 9,791 Long term note payable 8% unsecured note (4) 6/30/2018 8 % N/A 3,310 (310) 3,000 Ending balance as of December 31, 2016 $ 32,561 $ (850) $ 31,711 (1) This $ 135,000 110,000 25,000 110,000 25,000 (2) On November 4, 2016, the Company entered into three promissory notes agreement (“the Notes”) with an individual investor (“the Holder”) for an aggregate amount of $ 2.45 10 1 On April 12, 2017, the Company entered a note amendment (“the Amendment”) with the Holder. The maturity date was amended to June 30, 2017, and the Holder was granted an option to convert outstanding principal amount and accrued interest into a package of (i) one share of common stock at conversion price of $0.26, (ii) 0.75 of a warrant with a strike price of $0.26 with a 5 years term, and (iii) 0.75 of a warrant with a strike price of $1.00 with a 3 months term. The Company recorded approximately $ 1.4 14,000 On May 22, 2017, the Company induced the holder to convert approximately $ 872,000 128,000 5,555,556 0.16 8,333,334 0.11 349 (3) On March 3, 2017, the Company entered into a series of promissory notes (the “OID Notes”) with unrelated third parties (the “Holders”) in the original principal amount of $ 1,450,000 3 1.4 On April 10, 2017, the Company entered into multiple note amendments (“the Amendment”) with the OID Notes holders. The maturity date was amended to June 10, 2017, and the Holders were granted the option to convert outstanding principal amount and accrued interest into a package of (i) one share of common stock at the conversion price of $0.26, (ii) 0.75 of a warrant with a strike price of $0.26 with a 5 years term, and (iii) 0.75 of a warrant with a strike price of $1.00 with a 3 months term. The Company recorded approximately $ 1.0 237,000 On April 12, 2017, the Company made a repayment of $ 258,000 The Company accrued an additional $ 348,000 (4) During six months ended June 30, 2017, the Company entered into two promissory notes agreement (the “Notes”) with the same investor for an aggregate principal amount of $ 2,310,000 8 6 300,000 10,000 186,000 On December 30, 2016, the Company entered into a note purchase agreement (the “Note”) with an individual investor for an aggregate principal amount of $ 3,310,000 8 18 300,000 10,000 214,000 (5) On June 29, 2017, the Company entered into a promissory note (the “Note”) agreement with an investor for the amount of $ 300,000 12 833,333 0.18 84,000 On March 1, 2017, the Company entered into a promissory note (the “Note”) agreement with an investor in the original principal amount of $ 226,000 3 220,000 (6) Related Party Notes Goldman Notes During the quarter ended June 30, 2017, Leslie J. Goldman, an officer of the Company, loaned the Company an aggregate amount of $ 850,000 10 7 During the quarter ended March 31, 2017, Leslie J. Goldman, an officer of the Company, loaned the Company $ 420,000 12 During the six months ended June 30, 2017, the Company made an aggregate principal payment of $ 730,000 47,000 Toucan Notes During the quarter ended June 30, 2017, Toucan Capital Fund III loaned the Company an aggregate amount of $ 1,170,000 10 7 150,000 Board of Directors Notes During the quarter ended June 30, 2017, Jerry Jasinowski, Robert Farmer and Cofer Black, members of the Company’s Board of Directors, loaned the Company an aggregate amount of $ 300,000 10 7 (7) During the six months ended June 30, 2016, the holder of the Company’s share-settled debt converted approximately $ 0.5 (8) 2014 Senior Convertible Notes Due to the Nasdaq delisting on December 19, 2016, the term of the 2014 Convertible Senior Notes (the “2014 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 (the “Holders”) accepted the offer, and the Company was required to repurchase the entire 2014 Notes on March 10, 2017. The full repurchase of $ 11 660,000 During the six months ended June 30, 2017, the Company entered into multiple agreements to extend the date for payment of the 2014 Notes to June 20, 2017. As an additional consideration to the Holders to delay the 2014 Notes repayment, the Company issued the Holders an aggregate 7,089,860 2.6 2.1 0.5 During the six months ended June 30, 2017, the Company repaid in cash $ 3.0 3.0 5 2017 Secured Convertible Notes On June 21, 2017, an unaffiliated institutional investor (the “Investor”) agreed to purchase $5.0 million of the 2014 Notes from the Holders, pursuant to a Purchase Agreement (the “Purchase Agreement”). Also on June 21, 2017, the Company and the Investor entered into an Exchange Agreement (the “Exchange Agreement”) pursuant to which the Investor agreed to exchange its $ 5.0 5.6 9 350,000 9 325,000 6.0 The 2017 Notes have a 3 12 1.8 (9) The mortgage loan, which was originally due in August 2017 and has been renewed for additional one year until August 17, 2018. For the three months ended For the six months ended June 30, June 30, 2017 2016 2017 2016 Interest expenses related to 2014 Senior convertible notes: Contractual interest $ 39 $ 137 $ 424 $ 274 Amortization of debt issuance costs - 70 175 140 Total interest expenses related to senior convertible notes 39 207 599 414 Interest expenses related to other notes: Contractual interest 245 38 389 76 Additional debt premium 348 - 348 - Amortization of debt discount 190 - 270 - Total interest expenses related to other notes 783 38 1,007 76 Interest expenses related to mortgage loan: Contractual interest 360 332 649 665 Amortization of debt issuance costs 123 152 242 291 Total interest expenses on the mortgage loan 483 484 891 956 Other interest expenses 3 - 5 1 Total interest expense $ 1,308 $ 729 $ 2,502 $ 1,447 |
Net Loss per Share Applicable t
Net Loss per Share Applicable to Common Stockholders | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 8. 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. For the six months ended June 30, 2017 2016 Common stock options 12,656 1,551 Common stock warrants - equity treatment 37,554 23,276 Common stock warrants - liability treatment 84,135 21,169 Share-settled debt and accrued interest, at fair value 30,932 - Convertible notes and accrued interest 27,501 1,764 Potentially dilutive securities 192,778 47,760 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 9. Related Party Transactions Cognate BioServices, Inc. Cognate Expenses and Accounts Payable At June 30, 2017 and December 31, 2016, the Company owed Cognate $ 21.4 3.75 23.4 During the quarter ended June 30, 2017, Cognate waived its right to receive payment of $ 3.75 Overall, for the three months ended June 30, 2017 and 2016, the Company incurred research and development costs related to Cognate BioServices of $ 2.6 5.5 Overall, for the six months ended June 30, 2017 and 2016, the Company incurred research and development costs related to Cognate BioServices of $ 5.2 16.6 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, Advent BioServices, Ltd (formerly called 1.5 2.3 Other Related Parties Leslie J. Goldman - Demand Loans During the three months ended March 31, 2017, Leslie J. Goldman, an officer of the Company, loaned the Company $ 420,000 12 During the three months ended June 30, 2017, Mr. Goldman loaned the Company an additional $ 850,000 10 During the six months ended June 30, 2017, the Company made an aggregate principal payment of $ 730,000 47,000 Toucan Capital III Fund - Demand Loans During the three months ended June 30, 2017, Toucan Capital Fund III loaned the Company an aggregate amount of $ 1,170,000 10 In June 2017, the Company made repayment of $ 150,000 Various Related Parties - Demand Loans During the three months ended June 30, 2017, Jerry Jasinowski, Robert Farmer and Cofer Black, members of the Company’s Board of Directors, loaned the Company an aggregate amount of $ 300,000 10 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 10. Stockholders’ Equity (Deficit) Common Stock Issuances First Quarter of 2017 Public Offering On March 17, 2017, the Company entered into 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 0.26 0.25 6.2 Warrants Exercised for Cash During the quarter ended March 31, 2017, the Company issued an aggregate of 3,100,000 31 713,000 Stock Compensation - 2014 Senior Convertible Notes On March 10, 2017, the Company issued 4,039,860 11 1.5 Share-settled Debt On March 30, 2017, the Company issued 2,500,000 Second Quarter of 2017 Public and Private Offering 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 five three 360,000 During the three months ended June 30, 2017, the Company entered into Subscription Agreements with multiple investors. The Company issued 3,610,452 0.15 3,274,553 0.33 552,000 Debt Conversion On May 22, 2017, the holders of certain existing notes converted approximately $ 2.0 11,137,345 0.18 8,353,009 0.26 5 8,353,009 1.00 90 1.8 0.9 On May 31, 2017, the Company and certain unaffiliated institutional investors (the “Investor”) entered into an Exchange Agreement (the “Exchange Agreement”) pursuant to which the Investor agreed to exchange $ 3.0 20,628,571 16,071,428 0.175 2 800,000 3.9 1.6 On June 5, 2017, the Company exchanged approximately $ 0.5 3,300,000 0.14 2,475,000 0.175 2 0.6 0.3 Warrants Exercised for Cash During the three months ended June 30, 2017, the Company issued an aggregate of 6,900,000 with an exercise price of $ 0.26 0.25 0.01 was paid at the time of 69 at the time of exercise during the three months ended June 30, 2017. 1.1 Stock Compensation - 2014 Senior Convertible Notes During the three months ended June 30, the Company issued an aggregate of 3,050,000 11 Share-settled Debt On June 14, 2017, the Company issued 1,000,000 As of June 30, 2017, the outstanding share-settled debt was approximately $ 4.7 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 * 96,530 0.48 Warrants exercised for cash (10,800) 0.02 Warrants expired and cancellation (22,319) 1.24 Outstanding as of June 30, 2017 121,689 $ 0.98 3.10 * Including approximately 1.0 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 | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
Variable Interest Entity Disclosure [Text Block] | 11. 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 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 | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 12. 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 shutdown 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 shutdown 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 As of June 30, 2017, none of the above fees were triggered. 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. The Company and Cognate are testing an arrangement under which the Company would no longer have capacity dedicated to its programs and instead would have to arrange for advance scheduling in regard to each patient individually. 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. Yonemura 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. Yonemura Tharp Yonemura Tharp Tharp Yonemura 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. U.S. Securities and Exchange Commission As previously reported, the Company has received a number formal information requests (subpoenas) from the SEC regarding several broad topics that have been previously disclosed, including the Company’s membership on Nasdaq and delisting, related party matters, the Company’s programs, internal controls and the Company’s Special Litigation Committee. Testimony of certain officers and third parties has been taken as well. The Company is cooperating with the SEC investigation and is hopeful that it is reaching its final stages. Unfortunately, the investigation has been costly for the Company, both in terms of professional fees and in distraction of management from operation of the Company and its programs. 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. Chardan Capital Markets v. Northwest Biotherapeutics, Inc. On June 22, 2017, Chardan Capital Markets, LLC filed a lawsuit against the Company in the United District Court for the Southern District of New York, captioned Chardan Capital Markets v. Northwest Biotherapeutics, Inc., 1:17-cv-04727-PKC. Chardan alleges that it provided capital placement agent services to the Company in December 2016 under a contract and that it has not been fully compensated for those services. Chardan further alleges that it provided additional services to the Company in March 2017 in anticipation of entering into contract and that it received no compensation. The complaint asserts claims for breach of contract and unjust enrichment, and purports to seek “at least” $1 million, interest, and attorneys’ fees and costs. 446,000 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 13. Subsequent Events During July and August, 2017, the Company raised additional gross funding of $ 4.6 Public and Private Offering On July 11, 2017, the Company sold to an unaffiliated investor 200,000 0.16 150,000 0.175 2 32,000 On August 1, 2017, the Company entered into a $ 1 5.0 0.20 2.5 0.23 0.30 Debt Offering During July and August 2017, the Company entered into multiple demand note agreements with investors for total proceeds of $ 0.9 Warrants Exercised for Cash and Warrants Modification On August 7, 2017, the Company entered into a $ 2.7 13,527,000 1.00 0.20 90 13,527,000 0.27 5 Cashless Warrants Exercise On July 17, 2017, holders of 16,071,428 6,939,934 On July 17, 2017, the Company extended the expiration date of 1,038,460 1.00 Debt Conversions On July 17, 2017, the Company exchanged approximately $ 1.6 36,000 10,086,853 0.16 7,565,139 0.18 5 7,565,139 1.00 90 On July 10, 2017, the Company exchanged approximately $ 412 3,335,730 0.12 On August 1, 2017, the Company exchanged approximately $ 1.2 407,000 39,000 9,059,107 0.18 13,588,663 0.18 5 6,794,333 1.00 90 On August 4, 2017, the Company exchanged approximately $ 1.0 5.0 0.20 2,442,890 0.23 2 2,442,890 0.30 2 Share-settled Debt From July to August, the Company issued 3,500,000 Such common shares were not sold by the Holder as of June 30, 2017. Therefore the Company didn’t reduce the share-settled debt balance upon issuance of such shares. Shares for Services On July 6, 2017, as compensation for services as a Director, the Company issued 1,312,500 0.16 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 June 30, 2017, condensed consolidated statements of operations for the three and six months ended June 30, 2017 and 2016, condensed consolidated statements of comprehensive loss for the six months ended June 30, 2017 and 2016, condensed consolidated statement of stockholders’ equity (deficit) for the six months ended June 30, 2017, and the condensed consolidated statements of cash flows for the six months ended June 30, 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 and six months ended June 30, 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 or a 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 June 30, 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 Financial Accounting Standards Board (the “FASB”) issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting Recent Issued Accounting Pronouncements Compensation-Stock Compensation In May 2017, the FASB issued ASU 2017-09, CompensationStock Compensation (Topic 718): Scope of Modification Accounting Accounting for Certain Financial Instruments with Down Round Features On July 13, 2017, the FASB has issued a two-part ASU No. 2017-11, (i). Accounting for Certain Financial Instruments with Down Round Features Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 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 six-month period ended June 30, 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 Embedded Share-settled Liability Conversion Feature Debt (in Default) Total Balance January 1, 2017 $ 4,862 $ - $ 5,200 $ 10,062 Warrants granted 9,572 - - 9,572 Issuance of convertible notes - 4,262 - 4,262 Extinguishment of warrant liabilities related to warrants exercised for cash (1,847) - - (1,847) Conversion of share-settled debt - - (451) (451) Change in fair value (5,709) (2,187) - (7,896) Balance June 30, 2017 $ 6,878 $ 2,075 $ 4,749 $ 13,702 |
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 and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of June 30, 2017 and December 31, 2016 is as follows: As of June 30, 2017 As of December 31, 2016 Warrant Embedded Warrant Liability Conversion Feature Liability Strike price $ 0.40 $ 0.41 $ 0.60 Contractual term (years) 3.4 1.9 4.7 Volatility (annual) 98 % 99 % 98 % Risk-free rate 2 % 1 % 2 % Dividend yield (per share) 0 % 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 June 30, 2017 and December 31, 2016 (in thousands): Fair value measured at June 30, 2017 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs June 30, 2017 (Level 1) (Level 2) (Level 3) Warrant liability $ 6,878 $ - $ - $ 6,878 Embedded conversion feature 2,075 - - 2,075 Share-settled debt (in default) 4,749 - - 4,749 Total fair value $ 13,702 $ - $ - $ 13,702 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 |
Embedded Derivative Financial Instruments [Member] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | A summary of weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring warrants granted during the six months ended June 30, 2017 is as follows: Conversion price $ 0.41 Contractual term (years) 1.92 Volatility (annual) 97 % 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 warrants granted during the six months ended June 30, 2017 is as follows: 2017 Warrants Granted Associated with Public and Private Debt Offering Conversion Issuance of Debt Strike price $ 0.51 $ 0.39 $ 0.18 Contractual term (years) 2.3 2.3 2.0 Volatility (annual) 107 % 109 % 112 % Risk-free rate 1 % 1 % 1 % Dividend yield (per share) 0 % 0 % 0 % |
Property & Equipment and Cons24
Property & Equipment and Construction in Progress (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | June 30, December 31, 2017 2016 Leasehold improvements $ 69 $ 69 Office furniture and equipment 25 25 Computer equipment and software 635 626 729 720 Less: accumulated depreciation (505) (405) Total property, plant and equipment, net 224 315 Construction in progress (property in the United Kingdom) 46,221 44,559 $ 46,445 $ 44,874 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes stock option activities for the Company’s option plans for the six months ended June 30, 2017 (amount in thousands, except per share number): Number of Options Weighted Total Intrinsic Weighted Outstanding as of December 31, 2016 1,551 $ 10.56 $ - 1.9 Granted 11,343 0.25 - 5.0 Forfeited/expired (238) 9.90 - - Outstanding as of June 30, 2017 12,656 $ 1.32 - 4.6 Options vested and exercisable 6,546 $ 1.63 $ - 4.5 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The following assumptions were used to compute the fair value of stock options granted during the six months ended June 30, 2017: For the Six Months Ended June 30, 2017 Exercise price $ 0.25 Expected term (years) 2.8 Expected stock price volatility 96 % Risk-free rate of interest 2 % |
Outstanding Debt (Tables)
Outstanding Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The following table summarizes outstanding debt as of June 30, 2017 and December 31, 2016, respectively (amount in thousands, except per share data): Stated Remaining Fair Value of Interest Conversion Debt Debt Embedded Carrying Maturity Date Rate Price Face Value Discount Premium Conversion Option Value Short term convertible notes payable 6% unsecured (1) Due 6 % $ 3.09 135 - - - 135 10% unsecured (2) In Default 10 % $ 0.26 1,578 - - 14 1,592 18% unsecured (3) In Default 18 % $ 0.26 1,183 - 348 237 1,768 2,896 - 348 251 3,495 Short term notes payable 8% unsecured (4) Various 8 % N/A 5,620 (400) - - 5,220 0% unsecured (5) 9/1/2017 0 % N/A 226 (2) - - 224 12% unsecured (5) On Demand 12 % N/A 300 (83) - - 217 6,146 (485) - - 5,661 Short term notes payable - related parties 10% unsecured - Related Parties (6) On Demand 10 % N/A 2,170 - - - 2,170 Share-settled debt, at fair value (7) In Default 18 % $ 0.16 4,749 - - - 4,749 Short term mortgage loan 11/16/2017 12 % N/A 6,225 (110) - - 6,115 Long term convertible notes payable 12% secured convertible notes (8) 6/21/2020 12 % $ 0.50 6,000 (2,443) - 1,826 5,383 Long term mortgage loan (9) 8/13/2018 12 % N/A 4,478 (25) - - 4,453 Ending balance as of June 30, 2017 32,664 (3,063) 348 2,077 32,026 Stated Remaining Interest Conversion Debt Carrying Maturity Date Rate Price Face Value Discount Value Short term convertible notes payable 6% unsecured (1) Due 6 % $ 3.09 $ 135 $ - $ 135 5% 2014 Senior convertible notes (8) 8/15/2017 5 % $ 6.60 11,000 (175) 10,825 11,135 (175) 10,960 Short term notes payable 10% unsecured (2) 11/4/2017 10 % N/A 2,450 - 2,450 Short term notes payable - related parties 10% unsecured - Related Parties On Demand 10 % N/A 50 - 50 12% unsecured - Related Parties On Demand 12 % N/A 260 - 260 310 - 310 Share-settled debt, at fair value (7) In Default 18 % $ 0.35 5,200 - 5,200 Mortgage loan 11/16/17 & 8/13/17 12 % N/A 10,156 (365) 9,791 Long term note payable 8% unsecured note (4) 6/30/2018 8 % N/A 3,310 (310) 3,000 Ending balance as of December 31, 2016 $ 32,561 $ (850) $ 31,711 (1) This $ 135,000 110,000 25,000 110,000 25,000 (2) On November 4, 2016, the Company entered into three promissory notes agreement (“the Notes”) with an individual investor (“the Holder”) for an aggregate amount of $ 2.45 10 1 On April 12, 2017, the Company entered a note amendment (“the Amendment”) with the Holder. The maturity date was amended to June 30, 2017, and the Holder was granted an option to convert outstanding principal amount and accrued interest into a package of (i) one share of common stock at conversion price of $0.26, (ii) 0.75 of a warrant with a strike price of $0.26 with a 5 years term, and (iii) 0.75 of a warrant with a strike price of $1.00 with a 3 months term. The Company recorded approximately $ 1.4 14,000 On May 22, 2017, the Company induced the holder to convert approximately $ 872,000 128,000 5,555,556 0.16 8,333,334 0.11 349 (3) On March 3, 2017, the Company entered into a series of promissory notes (the “OID Notes”) with unrelated third parties (the “Holders”) in the original principal amount of $ 1,450,000 3 1.4 On April 10, 2017, the Company entered into multiple note amendments (“the Amendment”) with the OID Notes holders. The maturity date was amended to June 10, 2017, and the Holders were granted the option to convert outstanding principal amount and accrued interest into a package of (i) one share of common stock at the conversion price of $0.26, (ii) 0.75 of a warrant with a strike price of $0.26 with a 5 years term, and (iii) 0.75 of a warrant with a strike price of $1.00 with a 3 months term. The Company recorded approximately $ 1.0 237,000 On April 12, 2017, the Company made a repayment of $ 258,000 The Company accrued an additional $ 348,000 (4) During six months ended June 30, 2017, the Company entered into two promissory notes agreement (the “Notes”) with the same investor for an aggregate principal amount of $ 2,310,000 8 6 300,000 10,000 186,000 On December 30, 2016, the Company entered into a note purchase agreement (the “Note”) with an individual investor for an aggregate principal amount of $ 3,310,000 8 18 300,000 10,000 214,000 (5) On June 29, 2017, the Company entered into a promissory note (the “Note”) agreement with an investor for the amount of $ 300,000 12 833,333 0.18 84,000 On March 1, 2017, the Company entered into a promissory note (the “Note”) agreement with an investor in the original principal amount of $ 226,000 3 220,000 (6) Related Party Notes Goldman Notes During the quarter ended June 30, 2017, Leslie J. Goldman, an officer of the Company, loaned the Company an aggregate amount of $ 850,000 10 7 During the quarter ended March 31, 2017, Leslie J. Goldman, an officer of the Company, loaned the Company $ 420,000 12 During the six months ended June 30, 2017, the Company made an aggregate principal payment of $ 730,000 47,000 Toucan Notes During the quarter ended June 30, 2017, Toucan Capital Fund III loaned the Company an aggregate amount of $ 1,170,000 10 7 150,000 Board of Directors Notes During the quarter ended June 30, 2017, Jerry Jasinowski, Robert Farmer and Cofer Black, members of the Company’s Board of Directors, loaned the Company an aggregate amount of $ 300,000 10 7 (7) During the six months ended June 30, 2016, the holder of the Company’s share-settled debt converted approximately $ 0.5 (8) 2014 Senior Convertible Notes Due to the Nasdaq delisting on December 19, 2016, the term of the 2014 Convertible Senior Notes (the “2014 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 (the “Holders”) accepted the offer, and the Company was required to repurchase the entire 2014 Notes on March 10, 2017. The full repurchase of $ 11 660,000 During the six months ended June 30, 2017, the Company entered into multiple agreements to extend the date for payment of the 2014 Notes to June 20, 2017. As an additional consideration to the Holders to delay the 2014 Notes repayment, the Company issued the Holders an aggregate 7,089,860 2.6 2.1 0.5 During the six months ended June 30, 2017, the Company repaid in cash $ 3.0 3.0 5 2017 Secured Convertible Notes On June 21, 2017, an unaffiliated institutional investor (the “Investor”) agreed to purchase $5.0 million of the 2014 Notes from the Holders, pursuant to a Purchase Agreement (the “Purchase Agreement”). Also on June 21, 2017, the Company and the Investor entered into an Exchange Agreement (the “Exchange Agreement”) pursuant to which the Investor agreed to exchange its $ 5.0 5.6 9 350,000 9 325,000 6.0 The 2017 Notes have a 3 12 1.8 (9) The mortgage loan, which was originally due in August 2017 and has been renewed for additional one year until August 17, 2018. |
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 six months ended June 30, 2017 and 2016, respectively (in thousands): For the three months ended For the six months ended June 30, June 30, 2017 2016 2017 2016 Interest expenses related to 2014 Senior convertible notes: Contractual interest $ 39 $ 137 $ 424 $ 274 Amortization of debt issuance costs - 70 175 140 Total interest expenses related to senior convertible notes 39 207 599 414 Interest expenses related to other notes: Contractual interest 245 38 389 76 Additional debt premium 348 - 348 - Amortization of debt discount 190 - 270 - Total interest expenses related to other notes 783 38 1,007 76 Interest expenses related to mortgage loan: Contractual interest 360 332 649 665 Amortization of debt issuance costs 123 152 242 291 Total interest expenses on the mortgage loan 483 484 891 956 Other interest expenses 3 - 5 1 Total interest expense $ 1,308 $ 729 $ 2,502 $ 1,447 |
Net Loss per Share Applicable27
Net Loss per Share Applicable to Common Stockholders (Tables) | 6 Months Ended |
Jun. 30, 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 six months ended June 30, 2017 2016 Common stock options 12,656 1,551 Common stock warrants - equity treatment 37,554 23,276 Common stock warrants - liability treatment 84,135 21,169 Share-settled debt and accrued interest, at fair value 30,932 - Convertible notes and accrued interest 27,501 1,764 Potentially dilutive securities 192,778 47,760 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule Of Warrant Activity [Table Text Block] | Number of Weighted Average Remaining Warrants Exercise Price Contractual Term Outstanding as of January 1, 2017 58,278 $ 1.78 3.86 Warrants granted * 96,530 0.48 Warrants exercised for cash (10,800) 0.02 Warrants expired and cancellation (22,319) 1.24 Outstanding as of June 30, 2017 121,689 $ 0.98 3.10 * Including approximately 1.0 |
Liquidity, Financial Conditio29
Liquidity, Financial Condition and Management Plans (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | $ (15,976) | $ (31,801) | |||
Current Assets Less Payables | $ 72,000 | 72,000 | |||
Net Income (Loss) Attributable To Parent | (10,253) | $ (14,175) | (22,873) | $ (20,281) | |
Accounts Payable, Related Parties, Current | 21,400 | 21,400 | |||
Assets, Current, Total | 819 | 819 | $ 7,884 | ||
Proceeds from Issuance of Common Stock and Debt | 16,000 | ||||
Trade Liabilities Waived by Related Parties, Amount | $ 3,750 | 3,750 | |||
Debt Instrument, Increase (Decrease), Net | $ 5,000 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details Textual) $ in Millions | 6 Months Ended |
Jun. 30, 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) | 6 Months Ended |
Jun. 30, 2017$ / shares | |
Issuance of Debt [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Strike price | $ 0.39 |
Contractual term (years) | 2 years 3 months 18 days |
Volatility (annual) | 109.00% |
Risk-free rate | 1.00% |
Dividend yield (per share) | 0.00% |
Private and Public Offering [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Strike price | $ 0.51 |
Contractual term (years) | 2 years 3 months 18 days |
Volatility (annual) | 107.00% |
Risk-free rate | 1.00% |
Dividend yield (per share) | 0.00% |
Debt Conversion [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Strike price | $ 0.18 |
Contractual term (years) | 2 years |
Volatility (annual) | 112.00% |
Risk-free rate | 1.00% |
Dividend yield (per share) | 0.00% |
Fair Value Measurements (Deta32
Fair Value Measurements (Details 1) - Embedded Derivative Financial Instruments [Member] | 6 Months Ended |
Jun. 30, 2017$ / shares | |
Conversion price | $ 0.41 |
Contractual term (years) | 1 year 11 months 1 day |
Volatility (annual) | 97.00% |
Risk-free rate | 1.00% |
Dividend yield (per share) | 0.00% |
Fair Value Measurements (Deta33
Fair Value Measurements (Details 2) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 6,878 | $ 4,862 |
Embedded conversion feature | 2,075 | |
Share-settled debt (in default) | 4,749 | 5,200 |
Total fair value | 13,702 | 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 |
Embedded conversion feature | 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 |
Embedded conversion feature | 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 | 6,878 | 4,862 |
Embedded conversion feature | 2,075 | |
Share-settled debt (in default) | 4,749 | 5,200 |
Total fair value | $ 13,702 | $ 10,062 |
Fair Value Measurements (Deta34
Fair Value Measurements (Details 3) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | $ 10,062 |
Warrants granted | 9,572 |
Issuance of convertible notes | 4,262 |
Extinguishment of warrant liabilities related to warrants exercised for cash | (1,847) |
Conversion of share-settled debt | (451) |
Change in fair value | (7,896) |
Balance | 13,702 |
Long-term Debt [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | 5,200 |
Warrants granted | 0 |
Issuance of convertible notes | 0 |
Extinguishment of warrant liabilities related to warrants exercised for cash | 0 |
Conversion of share-settled debt | (451) |
Change in fair value | 0 |
Balance | 4,749 |
Warrant Liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | 4,862 |
Warrants granted | 9,572 |
Issuance of convertible notes | 0 |
Extinguishment of warrant liabilities related to warrants exercised for cash | (1,847) |
Conversion of share-settled debt | 0 |
Change in fair value | (5,709) |
Balance | 6,878 |
Embedded Derivative Financial Instruments [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | 0 |
Warrants granted | 0 |
Issuance of convertible notes | 4,262 |
Extinguishment of warrant liabilities related to warrants exercised for cash | 0 |
Conversion of share-settled debt | 0 |
Change in fair value | (2,187) |
Balance | $ 2,075 |
Fair Value Measurements (Deta35
Fair Value Measurements (Details 4) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Embedded Derivative Financial Instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | $ 0.41 | |
Contractual term (years) | 1 year 11 months 1 day | |
Volatility (annual) | 97.00% | |
Risk-free rate | 1.00% | |
Dividend yield (per share) | 0.00% | |
Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | $ 0.40 | $ 0.60 |
Contractual term (years) | 3 years 4 months 24 days | 4 years 8 months 12 days |
Volatility (annual) | 98.00% | 98.00% |
Risk-free rate | 2.00% | 2.00% |
Dividend yield (per share) | 0.00% | 0.00% |
Fair Value Measurements (Deta36
Fair Value Measurements (Details Textual) $ in Thousands | 6 Months Ended |
Jun. 30, 2017USD ($)shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ | $ 2,075 |
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 | shares | 94,703,000 |
Property & Equipment and Cons37
Property & Equipment and Construction in Progress (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Property, plant and equipment, gross | $ 729 | $ 720 |
Less: accumulated depreciation | (505) | (405) |
Total property, plant and equipment, net | 224 | 315 |
Property, plant and equipment net, including construction in progress | 46,445 | 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 | 635 | 626 |
Construction in progress (property in the United Kingdom) [Member] | ||
Total property, plant and equipment, net | $ 46,221 | $ 44,559 |
Property & Equipment and Cons38
Property & Equipment and Construction in Progress (Details Textual) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Depreciation | $ 100,000 | $ 80,000 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Number of Options, Outstanding | 1,551 | |
Number of Options, Granted | 11,343 | |
Number of Options, Forfeited/expired | (238) | |
Number of Options, Outstanding | 12,656 | 1,551 |
Number of Options, Options vested and exercisable | 6,546 | |
Weighted Average Exercise Price, Outstanding | $ 10.56 | |
Weighted Average Exercise Price, Granted | 0.25 | |
Weighted Average Exercise Price, Forfeited/expired | 9.90 | |
Weighted Average Exercise Price, Outstanding | 1.32 | $ 10.56 |
Weighted Average Exercise Price, Options vested and exercisable | $ 1.63 | |
Total Intrinsic Value, Outstanding | $ 0 | $ 0 |
Total Intrinsic Value, Options vested and exercisable | $ 0 | |
Weighted Average Remaining Contractual Life (in years), Outstanding | 4 years 7 months 6 days | 1 year 10 months 24 days |
Weighted Average Remaining Contractual Life (in years), Granted | 5 years | |
Weighted Average Remaining Contractual Life (in years), Options vested and exercisable | 4 years 6 months |
Stock-based Compensation (Det40
Stock-based Compensation (Details 1) | 6 Months Ended |
Jun. 30, 2017$ / shares | |
Exercise price | $ 0.25 |
Expected term (years) | 2 years 9 months 18 days |
Expected stock price volatility | 96.00% |
Risk-free rate of interest | 2.00% |
Stock-based Compensation (Det41
Stock-based Compensation (Details Textual) - USD ($) | Jun. 13, 2017 | Jun. 30, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.25 | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 50% will vest over a 24-month period in equal monthly installments, provided that the recipient continues to be employed by the Company. The unvested portions of the Options are subject to accelerated vesting upon (i) a change of effective control of the Company, (ii) the filing of the first Biologics License Application or other application for product approval in any jurisdiction, (iii) completion of any randomized clinical trial that meets its endpoint(s) (Phase II or Phase III), (iv) decision by the Board, in its discretion or (v) the death of the recipient. | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 700,000 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 300,000 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 2 months 12 days | |
Research and Development Expense [Member] | ||
Allocated Share-based Compensation Expense | $ 373,000 | |
Chief Technical Officer [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 7,940,182 | |
Chief Scientific Officer [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 3,402,935 |
Outstanding Debt (Details)
Outstanding Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017 | Dec. 31, 2016 | ||||
Face Amount | $ 32,664 | $ 32,561 | |||
Remaining Debt Discount | (3,063) | (850) | |||
Debt Premium | 348 | ||||
Convertible Notes, Net (Includes Related Party Of 0 and 3,588 In 2012 and 2011, Respectively) | 3,495 | 10,960 | |||
Notes Payable, Related Parties, Current | 2,170 | 310 | |||
Short-term Debt, Fair Value | 4,749 | 5,200 | |||
Secured Debt, Current | 6,115 | 9,791 | |||
Convertible Notes Payable, Noncurrent | 5,383 | 0 | |||
Secured Long-term Debt, Noncurrent | 4,453 | 0 | |||
Long-term Debt | 32,026 | 31,711 | |||
Fair Value of Embedded Conversion Option | 2,077 | ||||
Notes Payable, Current | 5,661 | 2,450 | |||
Short-term Debt [Member] | |||||
Face Amount | 2,896 | 11,135 | |||
Remaining Debt Discount | 0 | (175) | |||
Debt Premium | 348 | ||||
Convertible Notes, Net (Includes Related Party Of 0 and 3,588 In 2012 and 2011, Respectively) | 3,495 | 10,960 | |||
Fair Value of Embedded Conversion Option | 251 | ||||
Short term notes payable [Member] | |||||
Face Amount | 6,146 | 310 | |||
Remaining Debt Discount | (485) | 0 | |||
Debt Premium | 0 | ||||
Notes Payable, Related Parties, Current | $ 310 | ||||
Fair Value of Embedded Conversion Option | 0 | ||||
Notes Payable, Current | $ 5,661 | ||||
Six Percent Unsecured [Member] | Short-term Debt [Member] | |||||
Maturity Date | Due | [1] | Due | [2] | |
Stated Interest Rate | 6.00% | [1] | 6.00% | [2] | |
Conversion Price | $ 3.09 | [1] | $ 3.09 | [2] | |
Face Amount | $ 135 | [1] | $ 135 | [2] | |
Remaining Debt Discount | 0 | [1] | 0 | [2] | |
Debt Premium | [1] | 0 | |||
Convertible Notes, Net (Includes Related Party Of 0 and 3,588 In 2012 and 2011, Respectively) | 135 | [1] | $ 135 | [2] | |
Fair Value of Embedded Conversion Option | [1] | $ 0 | |||
Ten Percent Unsecured [Member] | Short-term Debt [Member] | |||||
Maturity Date | [3] | Nov. 4, 2017 | |||
Maturity Date | [3] | In Default | |||
Stated Interest Rate | [3] | 10.00% | 10.00% | ||
Conversion Price | [3] | $ 0.26 | |||
Face Amount | [3] | $ 1,578 | $ 2,450 | ||
Remaining Debt Discount | [3] | 0 | 0 | ||
Debt Premium | [3] | 0 | |||
Convertible Notes, Net (Includes Related Party Of 0 and 3,588 In 2012 and 2011, Respectively) | [3] | 1,592 | |||
Fair Value of Embedded Conversion Option | [3] | $ 14 | |||
Notes Payable, Current | [3] | $ 2,450 | |||
Ten Percent Unsecured [Member] | Short term notes payable [Member] | |||||
Maturity Date | On Demand | [4] | On Demand | ||
Stated Interest Rate | 10.00% | [4] | 10.00% | ||
Conversion Price | [4] | ||||
Face Amount | $ 2,170 | [4] | $ 50 | ||
Remaining Debt Discount | 0 | [4] | 0 | ||
Debt Premium | [4] | 0 | |||
Notes Payable, Related Parties, Current | $ 50 | ||||
Fair Value of Embedded Conversion Option | [4] | 0 | |||
Notes Payable, Current | [4] | $ 2,170 | |||
Eighteen Percent Unsecured [Member] | Short-term Debt [Member] | |||||
Maturity Date | [5] | In Default | |||
Stated Interest Rate | [5] | 18.00% | |||
Conversion Price | [5] | $ 0.26 | |||
Face Amount | [5] | $ 1,183 | |||
Remaining Debt Discount | [5] | 0 | |||
Debt Premium | [5] | 348 | |||
Convertible Notes, Net (Includes Related Party Of 0 and 3,588 In 2012 and 2011, Respectively) | [5] | 1,768 | |||
Fair Value of Embedded Conversion Option | [5] | $ 237 | |||
Eight Percent Unsecured [Member] | Short-term Debt [Member] | |||||
Maturity Date | Various | ||||
Stated Interest Rate | [6] | 8.00% | |||
Conversion Price | [6] | ||||
Face Amount | [6] | $ 5,620 | |||
Remaining Debt Discount | [6] | (400) | |||
Debt Premium | [6] | 0 | |||
Fair Value of Embedded Conversion Option | [6] | 0 | |||
Notes Payable, Current | [6] | $ 5,220 | |||
Eight Percent Unsecured [Member] | Maximum [Member] | Short-term Debt [Member] | |||||
Maturity Date | [6] | Jun. 30, 2018 | |||
Eight Percent Unsecured [Member] | Minimum [Member] | Short-term Debt [Member] | |||||
Maturity Date | [6] | Sep. 3, 2017 | |||
Zero Percent Unsecured [Member] | Short-term Debt [Member] | |||||
Maturity Date | [7] | Sep. 1, 2017 | |||
Stated Interest Rate | [7] | 0.00% | |||
Conversion Price | [7] | ||||
Face Amount | [7] | $ 226 | |||
Remaining Debt Discount | [7] | (2) | |||
Debt Premium | [7] | 0 | |||
Fair Value of Embedded Conversion Option | [7] | 0 | |||
Notes Payable, Current | [7] | $ 224 | |||
Twelve Percent Unsecured [Member] | Short-term Debt [Member] | |||||
Maturity Date | [7] | On Demand | |||
Stated Interest Rate | [7] | 12.00% | |||
Conversion Price | [7] | ||||
Face Amount | [7] | $ 300 | |||
Remaining Debt Discount | [7] | (83) | |||
Debt Premium | [7] | 0 | |||
Fair Value of Embedded Conversion Option | [7] | 0 | |||
Notes Payable, Current | [7] | $ 217 | |||
Twelve Percent Unsecured [Member] | Short term notes payable [Member] | |||||
Maturity Date | On Demand | ||||
Stated Interest Rate | 12.00% | ||||
Face Amount | $ 260 | ||||
Remaining Debt Discount | 0 | ||||
Notes Payable, Related Parties, Current | $ 260 | ||||
Short term mortgage loan [Member] | Short-term Debt [Member] | |||||
Maturity Date | Nov. 16, 2017 | ||||
Stated Interest Rate | 12.00% | 12.00% | |||
Face Amount | $ 6,225 | $ 10,156 | |||
Remaining Debt Discount | (110) | (365) | |||
Debt Premium | 0 | ||||
Secured Debt, Current | 6,115 | $ 9,791 | |||
Fair Value of Embedded Conversion Option | 0 | ||||
Short term mortgage loan [Member] | Maximum [Member] | Short-term Debt [Member] | |||||
Maturity Date | Nov. 16, 2017 | ||||
Short term mortgage loan [Member] | Minimum [Member] | Short-term Debt [Member] | |||||
Maturity Date | Aug. 13, 2017 | ||||
Five Percent 2014 Senior convertible note [Member] | Short-term Debt [Member] | |||||
Maturity Date | [8] | Aug. 15, 2017 | |||
Stated Interest Rate | [8] | 5.00% | |||
Conversion Price | [8] | $ 6.60 | |||
Face Amount | [8] | $ 11,000 | |||
Remaining Debt Discount | [8] | (175) | |||
Convertible Notes, Net (Includes Related Party Of 0 and 3,588 In 2012 and 2011, Respectively) | [8] | $ 10,825 | |||
Share Settled Debt [Member] | |||||
Long-term Debt | $ 4,700 | ||||
Share Settled Debt [Member] | Short-term Debt [Member] | |||||
Maturity Date | [9] | In Default | In Default | ||
Stated Interest Rate | [9] | 18.00% | 18.00% | ||
Conversion Price | [9] | $ 0.16 | $ 0.35 | ||
Face Amount | [9] | $ 4,749 | $ 5,200 | ||
Remaining Debt Discount | [9] | 0 | 0 | ||
Debt Premium | [9] | 0 | |||
Short-term Debt, Fair Value | [9] | 4,749 | $ 5,200 | ||
Fair Value of Embedded Conversion Option | [9] | $ 0 | |||
Long term mortgage loan [Member] | Long-term Debt [Member] | |||||
Maturity Date | [10] | Aug. 13, 2018 | |||
Stated Interest Rate | [10] | 12.00% | |||
Conversion Price | [10] | ||||
Face Amount | [10] | $ 4,478 | |||
Remaining Debt Discount | [10] | (25) | |||
Debt Premium | [10] | 0 | |||
Secured Long-term Debt, Noncurrent | [10] | 4,453 | |||
Fair Value of Embedded Conversion Option | [10] | $ 0 | |||
Twelve Percent Secured [Member] | Long-term Debt [Member] | |||||
Maturity Date | [8] | Jun. 21, 2020 | |||
Stated Interest Rate | [8] | 12.00% | |||
Conversion Price | [8] | $ 0.50 | |||
Face Amount | [8] | $ 6,000 | |||
Remaining Debt Discount | [8] | (2,443) | |||
Debt Premium | [8] | 0 | |||
Convertible Notes Payable, Noncurrent | [8] | 5,383 | |||
Fair Value of Embedded Conversion Option | [8] | $ 1,826 | |||
Eight Percent unsecured note [Member] | Long-term Debt [Member] | |||||
Maturity Date | [6] | Jun. 30, 2018 | |||
Stated Interest Rate | [6] | 8.00% | |||
Conversion Price | [6] | ||||
Face Amount | [6] | $ 3,310 | |||
Remaining Debt Discount | [6] | (310) | |||
Secured Debt, Current | [6] | $ 3,000 | |||
[1] | This $135,000 note as of June 30, 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 due in 2011, 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 due in 2011, during the year ended December 31, 2013, 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] | This $135,000 note as of June 30, 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 due in 2011, 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 due in 2011, during the year ended December 31, 2013, the holder has elected to convert these notes into equity, the Company has delivered the applicable conversion documents to the holder, and the Company is waiting for the holder to execute and return the documents. | ||||
[3] | On November 4, 2016, the Company entered into three promissory notes agreement (“the Notes”) with an individual investor (“the Holder”) for an aggregate amount of $2.45 million. The Notes bore interest at the rate of 10% with 1 year term. On April 12, 2017, the Company entered a note amendment (“the Amendment”) with the Holder. The maturity date was amended to June 30, 2017, and the Holder was granted an option to convert outstanding principal amount and accrued interest into a package of (i) one share of common stock at conversion price of $0.26, (ii) 0.75 of a warrant with a strike price of $0.26 with a 5 years term, and (iii) 0.75 of a warrant with a strike price of $1.00 with a 3 months term. The Company recorded approximately $1.4 million debt extinguishment loss from this amendment. On May 22, 2017, the Company induced the holder to convert approximately $872,000 principal and $128,000 accrued interest of the Notes into 5,555,556 shares of common stock at fair value of $0.16, and 8,333,334 warrants at fair value of $0.11 using Black-Scholes model. The Company recorded approximately $349,000 debt extinguishment loss from this conversion. | ||||
[4] | Related Party Notes Goldman Notes During the quarter ended June 30, 2017, Leslie J. Goldman, an officer of the Company, loaned the Company an aggregate amount of $850,000 pursuant to multiple Demand Promissory Notes (the “Goldman Notes”). The Goldman Notes bear interest at 10% per annum, and are payable upon demand, with 7 days’ prior written notice by Mr. Goldman to the Company. During the quarter ended March 31, 2017, Leslie J. Goldman, an officer of the Company, loaned the Company $420,000 pursuant to two Demand Promissory Note Agreements (the “Goldman Notes”). The Goldman Notes bore interest at the rate of 12% per annum. During the six months ended June 30, 2017, the Company made an aggregate principal payment of $730,000 to settle all of Mr. Goldman’s outstanding demand notes, and an aggregate of $47,000 interest payment associated with these demand notes. Such payment included repayment of outstanding debt before 2017. Toucan Notes During the quarter ended June 30, 2017, Toucan Capital Fund III loaned the Company an aggregate amount of $1,170,000 pursuant to multiple Demand Promissory Notes (the “Toucan Notes”). The Toucan Notes bear interest at 10% per annum, and are payable upon demand, with 7 days’ prior written notice to the Company. In June 2017, the Company repaid $150,000 of the Toucan Notes. Board of Directors Notes During the quarter ended June 30, 2017, Jerry Jasinowski, Robert Farmer and Cofer Black, members of the Company’s Board of Directors, loaned the Company an aggregate amount of $300,000 pursuant to multiple Demand Promissory Notes (the “Notes”). The Notes bear interest at 10% per annum, and are payable upon demand, with 7 days’ prior written notice to the Company. | ||||
[5] | On March 3, 2017, the Company entered into a series of promissory notes (the “OID Notes”) with unrelated third parties (the “Holders”) in the original principal amount of $1,450,000 with an original issuance discount of 3% for aggregate net proceeds of $1.4 million with no stated interest rate. On April 10, 2017, the Company entered into multiple note amendments (“the Amendment”) with the OID Notes holders. The maturity date was amended to June 10, 2017, and the Holders were granted the option to convert outstanding principal amount and accrued interest into a package of (i) one share of common stock at the conversion price of $0.26, (ii) 0.75 of a warrant with a strike price of $0.26 with a 5 years term, and (iii) 0.75 of a warrant with a strike price of $1.00 with a 3 months term. The Company recorded approximately $1.0 million debt extinguishment loss from this amendment. On April 12, 2017, the Company made a repayment of $258,000 to one of the OID Notes holders. The Company accrued an additional $348,000 debt premium on the prepaid portion and any unpaid portion of the OID Notes after the maturity date pursuant to the default provision. | ||||
[6] | During six months ended June 30, 2017, the Company entered into two promissory notes agreement (the “Notes”) with the same investor for an aggregate principal amount of $2,310,000. The Notes bore interest at 8% per annum with a 6 month term. The Notes carries an original issue discount of $300,000 and $10,000 legal cost that was reimbursable to the investor. The remaining unamortized debt discount related the Notes was approximately $186,000 as of June 30, 2017. On December 30, 2016, the Company entered into a note purchase agreement (the “Note”) with an individual investor for an aggregate principal amount of $3,310,000. The Note bore interest at 8% per annum with 18 months term. The Note carries an original issue discount of $300,000 and $10,000 legal cost that was reimbursable to the investor. The remaining unamortized debt discount related the Note was approximately $214,000 as of June 30, 2017. | ||||
[7] | On June 29, 2017, the Company entered into a promissory note (the “Note”) agreement with an investor for the amount of $300,000. The Note bore interest at 12% per annum, and is payable upon demand. The Company also issued 833,333 warrants with a strike price of $0.18 in conjunction the note. The Company recorded $84,000 debt discount at the issuance date, which is the fair value of the warrants. On March 1, 2017, the Company entered into a promissory note (the “Note”) agreement with an investor in the original principal amount of $226,000 with an original issuance discount of 3% for net proceeds of $220,000 with no stated interest rate. | ||||
[8] | 2014 Senior Convertible Notes Due to the Nasdaq delisting on December 19, 2016, the term of the 2014 Convertible Senior Notes (the “2014 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 (the “Holders”) accepted the offer, and the Company was required to repurchase the entire 2014 Notes on March 10, 2017. The full repurchase of $11 million of 2014 Notes, as well as $660,000 of interest payments and cash and stock forbearance payments was completed during the six months ended June 30, 2017, through a series of transactions. During the six months ended June 30, 2017, the Company entered into multiple agreements to extend the date for payment of the 2014 Notes to June 20, 2017. As an additional consideration to the Holders to delay the 2014 Notes repayment, the Company issued the Holders an aggregate 7,089,860 common stock. The total forbearance charge of $2.6 million was recorded as a debt extinguishment loss and was based upon the fair value of the common stock of $2.1 million on the grant date and cash payments of $0.5 million. During the six months ended June 30, 2017, the Company repaid in cash $3.0 million of principal of the 2014 Notes, and repaid an additional $3.0 million of principal in common stock and warrants, and $5 million of principal of the 2014 Notes was repurchased by the investor pursuant to an Exchange Agreement and Note Agreement, as described below. 2017 Secured Convertible Notes On June 21, 2017, an unaffiliated institutional investor (the “Investor”) agreed to purchase $5.0 million of the 2014 Notes from the Holders, pursuant to a Purchase Agreement (the “Purchase Agreement”). Also on June 21, 2017, the Company and the Investor entered into an Exchange Agreement (the “Exchange Agreement”) pursuant to which the Investor agreed to exchange its $5.0 million of the 2014 Note for new convertible notes (the “2017 Notes”) with an aggregate principal amount of approximately $5.6 million, inclusive of original issue discount of approximately 9%. The Company and the Investor also entered another secured convertible note with an aggregate principal amount of approximately $350,000, inclusive of original issue discount of approximately 9%, for $325,000 in cash. Total debt outstanding as of June 30, 2017 was $6.0 million under the 2017 Secured Convertible Notes. The 2017 Notes have a 3-year maturity and bear interest at 12% per annum. No interest will be payable during the term, but interest will accrue and be payable at maturity. The 2017 Notes are secured by the property owned by the Company in the U.K., and not by any other assets of the Company. The 2017 Notes and accrued interest will be convertible at any time during the term at fixed conversion prices: 50% of the principal and accrued interest will be convertible at $0.25 per share, 25% of the principal and accrued interest will be convertible at $0.50 per share and 25% of the principal and accrued interest will be convertible at $1.00 per share. The transaction was accounted for as a debt extinguishment. The Company recorded an approximate $1.8 million embedded conversion feature on the 2017 Notes as part of debt discount on the issuance date. The was no change in fair value from these embedded conversion features from June 21, 2017 to June 30, 2017. | ||||
[9] | During the six months ended June 30, 2016, the holder of the Company’s share-settled debt converted approximately $0.5 million of outstanding share-settled debt. | ||||
[10] | The mortgage loan, which was originally due in August 2017 has been auto renewed for additional one year until August 17, 2018. |
Outstanding Debt (Details 1)
Outstanding Debt (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Other interest expenses | $ 3 | $ 0 | $ 5 | $ 1 |
Additional debt premium | 348 | 348 | ||
Amortization of debt discount | 687 | 431 | ||
Interest Expense, Debt | 1,308 | 729 | 2,502 | 1,447 |
Secured Debt [Member] | ||||
Contractual interest | 360 | 332 | 649 | 665 |
Amortization of debt issuance costs | 123 | 152 | 242 | 291 |
Interest Expense, Debt | 483 | 484 | 891 | 956 |
Notes Payable, Other Payables [Member] | ||||
Contractual interest | 245 | 38 | 389 | 76 |
Additional debt premium | 348 | 0 | 348 | 0 |
Amortization of debt discount | 190 | 0 | 270 | 0 |
Interest Expense, Debt | 783 | 38 | 1,007 | 76 |
Senior Convertiable Note [Member] | ||||
Contractual interest | 39 | 137 | 424 | 274 |
Amortization of debt issuance costs | 0 | 70 | 175 | 140 |
Interest and Debt Expense | $ 39 | $ 207 | $ 599 | $ 414 |
Outstanding Debt (Details Textu
Outstanding Debt (Details Textual) - USD ($) | Jun. 14, 2017 | Apr. 12, 2017 | Apr. 10, 2017 | Mar. 03, 2017 | Mar. 01, 2017 | Nov. 04, 2016 | Jun. 29, 2017 | Jun. 21, 2017 | Jun. 05, 2017 | May 22, 2017 | Mar. 30, 2017 | Dec. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2013 |
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 500,000 | $ 2,000,000 | $ 451,000 | $ 0 | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,300,000 | 11,137,345 | |||||||||||||||||
Debt Instrument, Face Amount | $ 32,664,000 | 32,664,000 | $ 32,561,000 | ||||||||||||||||
Debt Instrument, Unamortized Discount | $ 3,063,000 | $ 3,063,000 | 850,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.33 | $ 0.33 | |||||||||||||||||
Notes Payable | $ 135,000 | $ 135,000 | 135,000 | ||||||||||||||||
Legal Fees | 2,003,000 | $ 4,541,000 | 5,935,000 | 5,481,000 | |||||||||||||||
Proceeds from Notes Payable | 3,973,000 | 0 | |||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (400,000) | $ (700,000) | (7,007,000) | $ 0 | (8,542,000) | 0 | |||||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ 2,075,000 | $ 2,075,000 | |||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 128,000 | ||||||||||||||||||
Note One [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 8.00% | 8.00% | ||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 186,000 | $ 186,000 | |||||||||||||||||
Debt Instrument, Term | 6 months | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 833,333 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.18 | ||||||||||||||||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 84,000 | $ 300,000 | |||||||||||||||||
Legal Fees | 10,000 | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 2,310,000 | ||||||||||||||||||
Note Two [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | 8.00% | |||||||||||||||||
Debt Instrument, Face Amount | $ 226,000 | ||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 214,000 | ||||||||||||||||||
Debt Instrument, Term | 18 months | ||||||||||||||||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 300,000 | ||||||||||||||||||
Legal Fees | 10,000 | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 3,310,000 | ||||||||||||||||||
Proceeds from Notes Payable | $ 220,000 | ||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||
Debt Instrument, Face Amount | $ 2,450,000 | ||||||||||||||||||
Debt Instrument, Term | 1 year | ||||||||||||||||||
Note Due In 2011 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Notes Payable | $ 110,000 | $ 110,000 | $ 25,000 | ||||||||||||||||
Goldman Note [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 12.00% | ||||||||||||||||
Debt Instrument, Face Amount | $ 850,000 | $ 850,000 | $ 420,000 | ||||||||||||||||
Debt Instrument, Term | 7 days | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 730,000 | ||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | 47,000 | ||||||||||||||||||
Six Percentage Note Payable One [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Notes Payable | $ 110,000 | $ 110,000 | |||||||||||||||||
Six Percentage Note Payable Two [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Notes Payable | $ 25,000 | ||||||||||||||||||
Share Settled Debt [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,000,000 | 2,500,000 | 3,500,000 | ||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 500,000 | ||||||||||||||||||
ODI Notes Holders [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||||||||||||
Debt Instrument, Face Amount | $ 1,450,000 | ||||||||||||||||||
Debt Instrument, Unamortized Discount | 348,000 | $ 348,000 | |||||||||||||||||
Repayments of Notes Payable | $ 258,000 | ||||||||||||||||||
Proceeds from Notes Payable | $ 1,400,000 | ||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 1,000,000 | ||||||||||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | 237,000 | 237,000 | |||||||||||||||||
Debt Instrument, Description | (i) one share of common stock at the conversion price of $0.26, (ii) 0.75 of a warrant with a strike price of $0.26 with a 5 years term, and (iii) 0.75 of a warrant with a strike price of $1.00 with a 3 months term. | ||||||||||||||||||
Note Amendment [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 1,400,000 | ||||||||||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | 14,000 | $ 14,000 | |||||||||||||||||
Debt Instrument, Description | (i) one share of common stock at conversion price of $0.26, (ii) 0.75 of a warrant with a strike price of $0.26 with a 5 years term, and (iii) 0.75 of a warrant with a strike price of $1.00 with a 3 months term. | ||||||||||||||||||
Senior Convertible Notes 2014 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 7,089,860 | ||||||||||||||||||
Repayments of Other Long-term Debt | $ 3,000,000 | ||||||||||||||||||
Debt Instrument, Face Amount | 500,000 | 500,000 | |||||||||||||||||
Repayments Of Convertible Notes Payable | 11,000,000 | ||||||||||||||||||
Fair Value Of Common Stock | 2,100,000 | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 5,000,000 | ||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | 660,000 | ||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 2,600,000 | ||||||||||||||||||
Senior Convertible Notes 2017 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||
Embedded Derivative, Fair Value of Embedded Derivative, Net | $ 1,800,000 | $ 1,800,000 | |||||||||||||||||
Debt Instrument, Term | 3 years | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 6,000,000 | ||||||||||||||||||
Debt Instrument, Description | The 2017 Notes and accrued interest will be convertible at any time during the term at fixed conversion prices: 50% of the principal and accrued interest will be convertible at $0.25 per share, 25% of the principal and accrued interest will be convertible at $0.50 per share and 25% of the principal and accrued interest will be convertible at $1.00 per share. | ||||||||||||||||||
Investor [Member] | Senior Convertible Notes 2017 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||||||||||||||||
Debt Instrument, Face Amount | $ 5,000,000 | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 5,600,000 | ||||||||||||||||||
Toucan Notes [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||||||||||||||
Debt Instrument, Face Amount | $ 1,170,000 | $ 1,170,000 | |||||||||||||||||
Debt Instrument, Term | 7 days | ||||||||||||||||||
Repayments of Notes Payable | $ 150,000 | ||||||||||||||||||
Board of Directors Notes [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | $ 300,000 | |||||||||||||||||
Debt Instrument, Term | 7 days | ||||||||||||||||||
Investor Another Secured Notes [Member] | Senior Convertible Notes 2017 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9.00% | ||||||||||||||||||
Repayments Of Convertible Notes Payable | $ 325,000 | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 350,000 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,555,556 | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.16 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 8,333,334 | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.11 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 | |||||||||||||||||
Common Stock and Warrants [Member] | Senior Convertible Notes 2014 [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 3,000,000 |
Net Loss per Share Applicable45
Net Loss per Share Applicable to Common Stockholders (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 192,778 | 47,760 |
Common stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 12,656 | 1,551 |
Common stock warrants equity treatment [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 37,554 | 23,276 |
Common stock warrants liability treatment [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 84,135 | 21,169 |
Convertible notes and accrued interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 27,501 | 1,764 |
Share Settled Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 30,932 | 0 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||||||
Cognate research and development cost - services | $ 5,466,000 | $ 8,713,000 | $ 10,501,000 | $ 22,153,000 | ||
Debt Instrument, Face Amount | 32,664,000 | 32,664,000 | $ 32,561,000 | |||
Trade Liabilities Waived by Related Parties, Amount | 3,750,000 | 3,750,000 | ||||
Goldman Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt Instrument, Face Amount | $ 850,000 | $ 850,000 | $ 420,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 12.00% | |||
Debt Instrument, Periodic Payment, Principal | $ 730,000 | |||||
Debt Instrument, Periodic Payment, Interest | 47,000 | |||||
Cognate Bioservices [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Cognate research and development cost - services | $ 2,600,000 | $ 5,500,000 | 5,200,000 | $ 16,600,000 | ||
Accounts Payable, Related Parties | 21,400,000 | 21,400,000 | 23,400,000 | |||
Cognate [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts Payable, Related Parties | $ 3,750,000 | |||||
Related Party Transaction, Expenses from Transactions with Related Party | 1,500,000 | 2,300,000 | ||||
Toucan Notes [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt Instrument, Face Amount | $ 1,170,000 | $ 1,170,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||
Repayments of Debt | $ 150,000 | |||||
Various Related Parties [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt Instrument, Face Amount | $ 300,000 | $ 300,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% |
Stockholders' Equity (Deficit47
Stockholders' Equity (Deficit) (Details) - $ / shares shares in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | ||
Shareholders Deficit [Line Items] | |||
Number of Warrants, Outstanding | 58,278 | ||
Number of Warrants, Warrants granted | [1] | 96,530 | |
Number of Warrants, Warrants exercised for cash | (10,800) | ||
Number of Warrants, Warrants expired and cancellation | (22,319) | ||
Number of Warrants, Outstanding | 121,689 | 58,278 | |
Weighted Average Exercise Price - Outstanding | $ 1.78 | ||
Weighted Average Exercise Price - Warrants granted | [1] | 0.48 | |
Weighted Average Exercise Price - Warrants exercised for cash | 0.02 | ||
Weighted Average Exercise Price - Warrants expired and cancelled | 1.24 | ||
Weighted Average Exercise Price - Outstanding | $ 0.98 | $ 1.78 | |
Remaining Contractual Term | 3 years 1 month 6 days | 3 years 10 months 10 days | |
[1] | Including approximately 1.0 million ratchet warrants due to the exercise price reset during the six months ended June 30, 2017. |
Stockholders' Equity (Deficit48
Stockholders' Equity (Deficit) (Details Textual) - USD ($) | Jun. 14, 2017 | Apr. 14, 2017 | Mar. 10, 2017 | Jul. 17, 2017 | Jun. 05, 2017 | May 31, 2017 | May 22, 2017 | Mar. 31, 2017 | Mar. 30, 2017 | Mar. 17, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Oct. 17, 2017 | Dec. 31, 2016 |
Shareholders Deficit [Line Items] | |||||||||||||||||
Shares Issued, Price Per Share | $ 0.26 | $ 0.14 | $ 0.18 | $ 0.15 | $ 0.15 | ||||||||||||
Proceeds from Warrant Exercises | $ 31,000 | $ 100,000 | $ 4,235,000 | ||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 500,000 | $ 2,000,000 | $ 451,000 | 0 | |||||||||||||
Stock Issued During Period, Shares, New Issues | 1,384,615 | 18,800,000 | 3,610,452 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,300,000 | 11,137,345 | |||||||||||||||
Proceeds from Issuance of Common Stock | $ 360,000 | $ 552,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.33 | $ 0.33 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 0.01 | 3,274,553 | 3,274,553 | ||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 7,500,000 | ||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 713,000 | $ 713,000 | |||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (400,000) | $ (700,000) | $ (7,007,000) | $ 0 | $ (8,542,000) | $ 0 | |||||||||||
Shares Issued During Period Shares, Upon Exercise Of warrants | 3,100,000 | ||||||||||||||||
Warrants and Rights Outstanding | 300,000 | $ 1,600,000 | 900,000 | ||||||||||||||
Debt Instrument, Face Amount | 32,664,000 | 32,664,000 | $ 32,561,000 | ||||||||||||||
Common Stock, Value, Outstanding | $ 600,000 | 3,900,000 | $ 1,800,000 | ||||||||||||||
Long-term Debt | $ 32,026,000 | $ 32,026,000 | $ 31,711,000 | ||||||||||||||
Class Of Warrants Or Rights Number Of Ratchet Warrants | 1,000,000 | 1,000,000 | |||||||||||||||
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 | 3,050,000 | |||||||||||||||
Debt Instrument, Face Amount | $ 11,000,000 | $ 11,000,000 | $ 11,000,000 | ||||||||||||||
Share Settled Debt [Member] | |||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,000,000 | 2,500,000 | 3,500,000 | ||||||||||||||
Long-term Debt | 4,700,000 | $ 4,700,000 | |||||||||||||||
2014 Senior Convertible Notes [Member] | |||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 3,000,000 | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 20,628,571 | ||||||||||||||||
Gain (Loss) on Extinguishment of Debt | (500,000) | ||||||||||||||||
Series A Warrants [Member] | |||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||
Sale of Stock, 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 | ||||||||||||||||
Series B 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 | 21,600,000 | ||||||||||||||||
Series C Warrants [Member] | |||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.26 | $ 0.26 | $ 0.26 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 10,000,000 | ||||||||||||||||
Class Of Warrant Or Right Prefunded Exercise Price | $ 0.25 | $ 0.25 | $ 0.25 | ||||||||||||||
Warrants and Rights Outstanding | $ 6,200,000 | $ 6,200,000 | |||||||||||||||
Class A Warrant [Member] | |||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,939,934 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.26 | $ 0.26 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,038,461 | 16,071,428 | 8,353,009 | ||||||||||||||
Class of Warrants, Expiration Term | 5 years | 5 years | |||||||||||||||
Class B Warrant [Member] | |||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 | $ 1 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,038,461 | 1,038,460 | 8,353,009 | ||||||||||||||
Class of Warrants, Expiration Term | 3 months | 90 days | 90 years | ||||||||||||||
Class D Warrant [Member] | |||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.175 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,475,000 | ||||||||||||||||
Class of Warrant or Right, Warrant Term | 2 years | ||||||||||||||||
Warrant [Member] | |||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||
Proceeds from Warrant Exercises | $ 69,000 | ||||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,900,000 | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 8,333,334 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 | |||||||||||||||
Warrants and Rights Outstanding | $ 1,100,000 | $ 1,100,000 | |||||||||||||||
Warrant [Member] | 2014 Senior Convertible Notes [Member] | |||||||||||||||||
Shareholders Deficit [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 800,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.175 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 16,071,428 | ||||||||||||||||
Class of Warrant or Right, Warrant Term | 2 years |
Variable Interest Entities (Det
Variable Interest Entities (Details Textual) - Variable Interest Entity, Primary Beneficiary [Member] - USD ($) $ in Millions | Jun. 30, 2017 | Oct. 31, 2016 |
Variable Interest Entity [Line Items] | ||
Variable Interest Entity, Consolidated, Carrying Amount, Liabilities | $ 5.7 | |
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 4.5 |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - USD ($) | Aug. 14, 2017 | Jun. 22, 2017 | Jan. 17, 2014 |
Commitments And Contingencies [Line Items] | |||
Loss Contingency, Damages Sought, Value | $ 446,000 | ||
Loss Contingency, Damages Sought | The complaint asserts claims for breach of contract and unjust enrichment, and purports to seek at least $1 million, interest, and attorneys fees and costs. | ||
DCVax-Direct Agreement [Member] | Condition One [Member] | |||
Commitments And Contingencies [Line Items] | |||
Contingent Liability Dcvax Direct Agreement Amount | $ 3,000,000 | ||
DCVax-Direct Agreement [Member] | Condition Two [Member] | |||
Commitments And Contingencies [Line Items] | |||
Contingent Liability Dcvax Direct Agreement Amount | 5,000,000 | ||
DCVax-Direct Agreement [Member] | Condition Three [Member] | |||
Commitments And Contingencies [Line Items] | |||
Contingent Liability Dcvax Direct Agreement Amount | 1,500,000 | ||
DCVax-Direct Agreement [Member] | Condition Four [Member] | |||
Commitments And Contingencies [Line Items] | |||
Contingent Liability Dcvax Direct Agreement Amount | 2,000,000 | ||
DCVax-Direct Agreement [Member] | Condition Five [Member] | |||
Commitments And Contingencies [Line Items] | |||
Contingent Liability Dcvax Direct Agreement Amount | 3,000,000 | ||
DCVax-Direct Agreement [Member] | Condition Six [Member] | |||
Commitments And Contingencies [Line Items] | |||
Contingent Liability Dcvax Direct Agreement Amount | $ 5,000,000 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Aug. 07, 2017 | Aug. 04, 2017 | Aug. 01, 2017 | Jul. 11, 2017 | Jul. 10, 2017 | Jul. 06, 2017 | Jun. 14, 2017 | Apr. 14, 2017 | Jul. 17, 2017 | Jun. 05, 2017 | May 22, 2017 | Mar. 31, 2017 | Mar. 30, 2017 | Mar. 17, 2017 | Aug. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Oct. 17, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | ||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.26 | $ 0.14 | $ 0.18 | $ 0.15 | $ 0.15 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,384,615 | 18,800,000 | 3,610,452 | |||||||||||||||||
Common Stock, Par Or Stated Value Per Share | $ 0.001 | 0.001 | $ 0.001 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,300,000 | 11,137,345 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.33 | $ 0.33 | ||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 500,000 | $ 2,000,000 | $ 451,000 | $ 0 | ||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 7,500,000 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 0.01 | 3,274,553 | 3,274,553 | |||||||||||||||||
Class A Warrant [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,939,934 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.26 | $ 0.26 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,038,461 | 16,071,428 | 8,353,009 | |||||||||||||||||
Class of Warrants, Expiration Term | 5 years | 5 years | ||||||||||||||||||
Class B Warrant [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 | $ 1 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,038,461 | 1,038,460 | 8,353,009 | |||||||||||||||||
Class of Warrants, Expiration Term | 3 months | 90 days | 90 years | |||||||||||||||||
Class D Warrant [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.175 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,475,000 | |||||||||||||||||||
Share Settled Debt [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,000,000 | 2,500,000 | 3,500,000 | |||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.20 | $ 0.18 | $ 0.12 | $ 0.16 | $ 0.16 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 5,000,000 | 200,000 | 1,312,500 | |||||||||||||||||
Sale of Stock, Price Per Share | $ 0.20 | $ 0.16 | ||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,000,000 | $ 32,000 | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,000,000 | 9,059,107 | 3,335,730 | 10,086,853 | ||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,000,000 | $ 1,200,000 | $ 412,000 | $ 1,600,000 | ||||||||||||||||
Proceeds from Issuance of Debt | $ 900,000 | |||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 4,600,000 | |||||||||||||||||||
Debt Conversion Converted Instrument Accrued Interest Amount | 39,000 | $ 36,000 | ||||||||||||||||||
Debt Conversion Converted Instrument Premium Amount | $ 407,000 | |||||||||||||||||||
Subsequent Event [Member] | Class A Warrant [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 13,527,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.27 | $ 0.23 | $ 0.18 | $ 0.18 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,442,890 | 13,588,663 | 7,565,139 | |||||||||||||||||
Class of Warrants, Expiration Term | 5 years | 2 years | 5 years | 5 years | ||||||||||||||||
Subsequent Event [Member] | Class B Warrant [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,700,000 | |||||||||||||||||||
Common Stock, Par Or Stated Value Per Share | $ 13,527,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | $ 1 | $ 1 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,442,890 | 6,794,333 | 7,565,139 | |||||||||||||||||
Class of Warrants, Expiration Term | 2 years | 90 days | 90 days | |||||||||||||||||
Subsequent Event [Member] | Class D Warrant [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.23 | $ 0.175 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,500,000 | 150,000 | ||||||||||||||||||
Class of Warrants, Expiration Term | 2 years | |||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | Class B Warrant [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | 0.20 | |||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | Class B Warrant [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||||||||||||||
Unaffiliated Investor [Member] | Subsequent Event [Member] | Class D Warrant [Member] | ||||||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 |