Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 20, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | NORTHWEST BIOTHERAPEUTICS INC | |
Entity Central Index Key | 1,072,379 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | NWBO | |
Entity Common Stock, Shares Outstanding | 315,858,713 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 1,051 | $ 6,186 |
Restricted cash - interest payments held in escrow | 0 | 685 |
Prepaid expenses and other current assets | 1,077 | 1,013 |
Total current assets | 2,128 | 7,884 |
Non-current assets: | ||
Property, plant and equipment, net | 188 | 315 |
Construction in progress (property in the United Kingdom) | 47,322 | 44,559 |
Other assets | 110 | 148 |
Total non-current assets | 47,620 | 45,022 |
Total assets | 49,748 | 52,906 |
Current liabilities: | ||
Accounts payable and accrued expenses | 17,032 | 13,239 |
Accounts payable and accrued expenses to related parties | 27,916 | 23,393 |
Convertible notes, net | 135 | 10,960 |
Notes payable, net | 5,294 | 2,450 |
Notes payable to related party | 1,471 | 310 |
Share settled debt, at fair value (in default) | 4,013 | 5,200 |
Total current liabilities | 81,134 | 76,405 |
Shares payable | 2,550 | 0 |
Environmental remediation liability | 6,200 | 6,200 |
Warrant liability | 11,883 | 4,862 |
Mortgage loan, net | 4,640 | 9,791 |
Non-current liabilities: | ||
Note payable, net of current portion, net | 0 | 3,000 |
Convertible notes payable, net of current portion, net | 5,072 | 0 |
Mortgage loan, net of current portion, net | 6,375 | 0 |
Total non-current liabilities | 11,447 | 3,000 |
Total liabilities | 92,581 | 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 September 30, 2017 and December 31, 2016, respectively | 0 | 0 |
Common stock ($0.001 par value); 450,000,000 shares authorized; 309,675,000 and 157,028,000 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively | 309 | 157 |
Additional paid-in capital | 718,831 | 686,972 |
Accumulated deficit | (761,620) | (715,476) |
Accumulated other comprehensive (loss) gain | (353) | 1,848 |
Total stockholders' equity (deficit) | (42,833) | (26,499) |
Total liabilities and stockholders' equity (deficit) | $ 49,748 | $ 52,906 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Sep. 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 | 309,675,000 | 157,028,000 |
Common stock, shares outstanding | 309,675,000 | 157,028,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues: | ||||
Research and other | $ 148 | $ 159 | $ 304 | $ 552 |
Total revenues | 148 | 159 | 304 | 552 |
Operating costs and expenses: | ||||
Research and development | 9,721 | 21,094 | 20,222 | 43,247 |
General and administrative | 2,965 | 2,668 | 9,254 | 7,929 |
Legal expenses | 1,595 | 1,913 | 7,530 | 7,394 |
Total operating costs and expenses | 14,281 | 25,675 | 37,006 | 58,570 |
Loss from operations | (14,133) | (25,516) | (36,702) | (58,018) |
Other income (expense): | ||||
Inducement loss | (2,297) | (1,457) | (2,297) | (1,457) |
Change in fair value of derivative liabilities | (4,933) | (217) | 2,963 | 17,238 |
Net loss from extinguishment of debt | (1,975) | (433) | (10,517) | (433) |
Interest expense | (1,193) | (691) | (3,695) | (2,138) |
Foreign currency transaction gain (loss) | 1,260 | (913) | 4,104 | (4,700) |
Net loss | (23,271) | (29,227) | (46,144) | (49,508) |
Deemed dividend related to warrant modification | 0 | (3,007) | 0 | (5,647) |
Net loss applicable to common stockholders | $ (23,271) | $ (32,234) | $ (46,144) | $ (55,155) |
Net loss per share applicable to common stockholders - basic and diluted (in dollars per share) | $ (0.08) | $ (0.28) | $ (0.21) | $ (0.52) |
Weighted average shares used in computing basic and diluted loss per share (in shares) | 281,486 | 114,836 | 217,587 | 105,501 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net loss | $ (23,271) | $ (29,227) | $ (46,144) | $ (49,508) |
Other comprehensive gain (loss) | ||||
Foreign currency translation adjustment | (561) | 626 | (2,201) | 1,126 |
Total comprehensive loss | $ (23,832) | $ (28,601) | $ (48,345) | $ (48,382) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) - 9 months ended Sep. 30, 2017 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Cumulative Translation Adjustment [Member] |
Balance at Dec. 31, 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 $7.0 million warrant liability) | 2,540 | $ 29 | 2,511 | 0 | 0 |
Issuance of common stock and warrants for cash in a registered direct offering (net of $7.0 million warrant liability) (in shares) | 28,979 | ||||
Offering cost related to registered direct offering | (856) | $ 0 | (856) | 0 | 0 |
Issuance of common stock and warrants for cash in private offering (net of $1.0 million warrant liability) | 614 | $ 9 | 605 | 0 | 0 |
Issuance of common stock and warrants for cash in private offering (net of $1.0 million warrant liability) (in shares) | 9,010 | ||||
Warrants exercised for cash | 2,805 | $ 23 | 2,782 | 0 | 0 |
Warrants exercised for cash (in shares) | 23,527 | ||||
Reclassification of warrant liabilities related to warrants exercised for cash | 2,117 | $ 0 | 2,117 | 0 | 0 |
Cashless warrants exercise | 0 | $ 7 | (7) | 0 | 0 |
Cashless warrants exercise (in shares) | 6,940 | ||||
Reclassification of warrant liabilities related to cashless warrants exercise | 3,054 | $ 0 | 3,054 | 0 | 0 |
Conversion of share settled debt into common stock | 1,187 | $ 7 | 1,180 | 0 | 0 |
Conversion of share settled debt into common stock (in shares) | 7,000 | ||||
Issuance of common stock and warrants for conversion of debt and accrued interest | 14,017 | $ 69 | 13,948 | 0 | 0 |
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares) | 68,789 | ||||
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 | 729 | $ 1 | 728 | 0 | 0 |
Stock-based compensation (in shares) | 1,313 | ||||
Net loss | (46,144) | $ 0 | 0 | (46,144) | 0 |
Cumulative translation adjustment | (2,201) | 0 | 0 | 0 | (2,201) |
Balance at Sep. 30, 2017 | $ (42,833) | $ 309 | $ 718,831 | $ (761,620) | $ (353) |
Balance (in shares) at Sep. 30, 2017 | 309,675 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT) [Parenthetical] $ in Thousands | Sep. 30, 2017USD ($) |
Derivative Liability, Current | $ 11,883 |
Direct Offering [Member] | |
Derivative Liability, Current | 7,000 |
Private Offering [Member] | |
Derivative Liability, Current | $ 1,000 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (46,144) | $ (49,508) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization | 141 | 135 |
Amortization of debt discount | 1,158 | 639 |
Debt premium | 407 | 0 |
Change in fair value of derivatives | (2,963) | (17,238) |
Inducement loss | 2,297 | 1,457 |
Loss from extinguishment of debt | 10,067 | 433 |
Stock-based compensation | 729 | 98 |
Stock issued to Cognate BioServices under Cognate Agreements | 0 | 13,654 |
Subtotal of non-cash charges | 11,836 | (822) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (72) | 617 |
Other non-current assets | 38 | 70 |
Accounts payable and accrued expenses | 4,368 | 1,697 |
Related party accounts payable and accrued expenses | 8,273 | 6,391 |
Net cash used in operating activities | (21,701) | (41,555) |
Cash Flows from Investing Activities: | ||
Purchase of property, plant and equipment | (14) | (4,770) |
Refund of VAT related to UK construction | 220 | 0 |
Net cash used in investing activities | 206 | (4,770) |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock and warrants in a registered direct offering | 9,509 | 13,700 |
Offering cost related to registered direct offering | (856) | (1,077) |
Proceeds from issuance of common stock and warrants in private offering | 1,616 | 926 |
Proceeds from private offering (shares payable) | 2,550 | 0 |
Proceeds from exercise of warrants | 2,805 | 8,066 |
Offering cost related to warrants exercise | 0 | (795) |
Proceeds from issuance of notes payable, net | 4,864 | 0 |
Proceeds from issuance of notes payable to related party | 2,805 | 0 |
Repayment of notes payable to related parties | (1,644) | 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 | 19,995 | 20,820 |
Effect of exchange rate changes on cash and cash equivalents | (4,320) | 3,944 |
Net decrease in cash, cash equivalents and restricted cash | (5,820) | (21,561) |
Cash, cash equivalents and restricted cash, beginning of the period | 6,871 | 23,048 |
Cash, cash equivalents and restricted cash, end of the period | 1,051 | 1,487 |
Supplemental schedule of non-cash investing and financing activities: | ||
Conversion of share settled debt into common stock | 1,187 | 0 |
Issuance of common stock and warrants for conversion of debt and accrued interest | 10,975 | 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 | 2,117 | 825 |
Reclassification of warrant liabilities related to cashless warrants | 3,054 | 0 |
Cashless warrants exercise | 7 | 0 |
Issuance of warrants in conjunction with note payable | 139 | 0 |
Forgiveness of certain payables from 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 | 218 | 211 |
Deemed dividend related to modification of warrant | 0 | 5,647 |
Return of common stock and warrants from Cognate | 0 | 8 |
Extinguishment of shares payable related to Cognate | 0 | 22,539 |
Extinguishment of derivative liabilities related to Cognate | 0 | 10,131 |
Issuance of common stock for accounts payable conversion | 0 | 28 |
Issuance of common stock for debt conversion | 0 | 934 |
Issuance of common stock for conversion of accrued interest | 0 | 66 |
Mortgage Loan [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest payments | (969) | (1,497) |
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 | 615 | 0 |
Supplemental disclosure of cash flow information | ||
Interest payments | $ (47) | $ 0 |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 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, and is now known as Advent BioServices) is preparing for production of DCVax-L products there. The Company and Advent are in the process of developing contract arrangements for manufacturing and related services for the U.K. and Europe. 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 | 9 Months Ended |
Sep. 30, 2017 | |
Liquidity [Abstract] | |
Liquidity and Financial Condition [Text Block] | 2. Liquidity, Financial Condition and Management Plans During the nine months ended September 30, 2017 and 2016, the Company used approximately $ 21.7 41.6 During the nine months ended September 30, 2017, the Company raised approximately $ 24.9 5 23.3 46.1 2.1 79 27.8 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 | 9 Months Ended |
Sep. 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 September 30, 2017, condensed consolidated statements of operations for the three and nine months ended September 30, 2017 and 2016, condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 2017 and 2016, condensed consolidated statement of stockholders’ equity (deficit) for the nine months ended September 30, 2017, and the condensed consolidated statements of cash flows for the nine months ended September 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 nine months ended September 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 September 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, Compensation-Stock 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 | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 4. Fair Value Measurements Derivative Warrants Granted in 2017 During the nine months ended September 30, 2017, the Company issued approximately 192 2017 Warrants Granted Associated with Public and Private Debt Modification of Offering Conversion Issuance of Debt Warrant Liabilities Strike price $ 0.47 $ 0.44 $ 0.19 $ 0.27 Contractual term (years) 2.4 2.6 2.0 5.0 Volatility (annual) 107 % 107 % 113 % 99 % Risk-free rate 1 % 1 % 1 % 2 % Dividend yield (per share) 0 % 0 % 0 % 0 % Embedded Conversion Features 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 September 30, 2017 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs September 30, 2017 (Level 1) (Level 2) (Level 3) Warrant liability $ 11,883 $ - $ - $ 11,883 Embedded conversion feature 1,794 - - 1,794 Share-settled debt (in default) 4,013 - - 4,013 Total fair value $ 17,690 $ - $ - $ 17,690 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 nine-month period ended September 30, 2017. Embedded Share-settled Warrant Conversion Debt Liability Feature (in Default) Total Balance January 1, 2017 $ 4,862 $ - $ 5,200 $ 10,062 Warrants granted related to: Public and privated offering 7,971 - - 7,971 Debt conversion 7,544 - - 7,544 Issuance of debt 139 - - 139 Modification of warrant liabilities 2,297 - - 2,297 17,951 - - 17,951 Issuance of convertible notes - 4,262 - 4,262 Extinguishment of embedded derivative liabilities related to debt conversion - (5,264) - (5,264) Extinguishment of warrant liabilities related to warrants exercised for cash (2,117) - - (2,117) Extinguishment of warrant liabilities related to cashless warrants exercise (3,054) - - (3,054) Conversion of share-settled debt - - (1,187) (1,187) Change in fair value (5,759) 2,796 - (2,963) Balance September 30, 2017 $ 11,883 $ 1,794 $ 4,013 $ 17,690 As of September 30, 2017 As of December 31, 2016 Warrant Embedded Warrant Liability Conversion Feature Liability Strike price $ 0.40 $ 0.50 $ 0.60 Contractual term (years) 3.6 2.73 4.7 Volatility (annual) 99 % 99 % 98 % Risk-free rate 2 % 2 % 2 % Dividend yield (per share) 0 % 0 % 0 % |
Property & Equipment and Constr
Property & Equipment and Construction in Progress | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 5. Property & Equipment and Construction in Progress September 30, December 31, 2017 2016 Leasehold improvements $ 69 $ 69 Office furniture and equipment 25 25 Computer equipment and software 640 626 734 720 Less: accumulated depreciation (546) (405) Total property, plant and equipment, net 188 315 Construction in progress (property in the United Kingdom)* 47,322 44,559 $ 47,510 $ 44,874 * Construction in progress includes both the land acquisition costs and the building costs. Depreciation expense was approximately $ 41,000 55,000 141,000 135,000 |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 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 provided 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 approximately 7.9 3.4 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 nine months ended September 30, 2017 (amount in thousands, except per share number): Weighted Average Remaining Number of Shares Weighted Average Exercise Price Total Intrinsic Value Contractual Life (in years) Outstanding as of December 31, 2016 1,551 $ 10.56 $ - 1.9 Granted 11,343 0.25 - 4.7 Forfeited/expired (238) 9.90 - - Outstanding as of September 30, 2017 12,656 $ 1.32 - 4.3 Options vested and exercisable 7,255 $ 1.49 $ - 4.2 For the Nine Months Ended September 30, 2017 Exercise price $ 0.25 Expected term (years) 2.8 Expected stock price volatility 96 % Risk-free rate of interest 2 % Dividend yield (per share) 0 % The weighted average grant date fair value was approximately $ 0.7 0.2 1.8 The Company recorded stock based compensation expense of approximately $ 0.4 0.5 |
Outstanding Debt
Outstanding Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 7. Outstanding Debt Stated Remaining Fair Value of Interest Conversion Debt Embedded Carrying Maturity Date Rate Price Face Value Discount Conversion Option Value Short term convertible notes payable 6% unsecured (1) Due 6% $ 3.09 $ 135 $ - $ - $ 135 10% unsecured (2) In Default 10% $ 0.16 - - - - 135 - - 135 Short term notes payable 8% unsecured (3) 12/5/17 and In Default 8% and 15% N/A 2,310 (55) - 2,255 8% unsecured (4) 6/30/2018 8% N/A 2,206 (144) - 2,062 10% unsecured (5) On Demand Various N/A 650 - - 650 12% unsecured (6) On Demand 12% N/A 440 (113) - 327 5,606 (312) - 5,294 Short term notes payable - related parties 10% unsecured - Related Parties (7) On Demand 10% N/A 1,421 - - 1,421 12% unsecured - Related Parties (7) On Demand 12% N/A 50 - - 50 1,471 - - 1,471 Share-settled debt, at fair value (8) In Default 18% $ 0.16 4,013 - - 4,013 Short term mortgage loan (9) 8/13/2018 12% N/A 4,831 (191) - 4,640 Long term mortgage loan 11/16/2018 12% N/A 6,412 (37) - 6,375 11,243 (228) - 11,015 Long term convertible notes payable 12% secured convertible notes (10) 6/21/2020 12% $ 0.50 5,350 (2,072) 1,794 5,072 Ending balance as of September 30, 2017 $ 27,818 $ (2,612) $ 1,794 $ 27,000 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 (11) 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 (9) In Default 18% $ 0.35 5,200 - 5,200 Mortgage loan (10) 11/16/17 & 8/13/17 12% N/A 10,156 (365) 9,791 Long term note payable 8% unsecured note (5) 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 agreements (“the November 2016 Notes”) with an individual investor (“the Holder”) for an aggregate amount of $ 2.45 10 1 On March 3, 2017, the Company entered into a series of promissory notes (the “March 2017 Notes”) with unrelated third parties in the original principal amount of $ 1,450,000 3 1.4 On April 12, 2017, the Company made a repayment of $ 258,000 During the nine months period ended September 30, 2017, the Company entered into multiple amendments (the “Amendment”) to the November 2016 Notes and March 2017 Notes. The Company recorded an approximate $ 2.4 407,000 During the nine months period ended September 30, 2017, the Company induced the holders of the November 2016 Notes and March 2017 Notes to convert approximately $ 4.2 24.7 5.8 43.8 0.53 4.6 5.2 Overall, the Company recorded approximately $ 1.0 (3) On March 3, 2017 and June 5, 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 55,000 (4) On December 30, 2016, the Company entered into a note purchase agreement (the “Note”) with an individual investor for an aggregate principal amount of $ 3.3 8 18 300,000 10,000 During the nine months ended September 30, 2017, the Company entered into multiple exchange agreement with the Note holder to convert approximately $ 1.1 0.2 8.8 1.7 408,000 (5) During the nine months ended September 30, 2017, the Company entered multiple promissory note agreement (the “Notes”) with certain investors for an aggregate principal amount of $ 2.4 0 12 During the nine months ended September 30, 2017, the Company induced the holders to convert approximately $ 1.8 10.6 1.9 In addition, the Company issued approximately 12.5 0.49 0.9 The Company recorded debt extinguishment of approximately $ 1.1 (6) During the nine months ended September 30, 2017, the Company entered two promissory note agreements (the “Notes”) with the same investor for an aggregate principal amount of $ 440,000 12 1.2 0.19 139,000 (7) Related Party Notes Goldman Notes During the nine months ended September 30, 2017, Leslie J. Goldman, an officer of the Company, loaned the Company an aggregate amount of $ 1,334,000 470,000 12 864,000 10 During the nine months ended September 30, 2017, the Company made an aggregate principal payment of $ 955,000 47,000 350,000 The outstanding principal amount for Goldman Notes was $ 689,000 Toucan Notes During the nine months ended September 30, 2017, Toucan Capital Fund III loaned the Company an aggregate amount of $ 1,170,000 10 7 During the nine months ended September 30, 2017, the Company repaid approximately $ 688,000 The outstanding principal amount for Toucan Notes was $ 482,000 Board of Directors Notes During the nine months ended September 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 (8) During the nine months ended September 30, 2017, the holder of the Company’s share-settled debt converted approximately $ 1.2 (9) The mortgage loan was originally due in August 2017 and has been renewed for additional one year until August 17, 2018 218,000 The mortgage loan was originally due in November 2017 and has been renewed for an additional one year until November 16, 2018 (10) 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 nine months ended September 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 7.1 2.6 2.1 0.5 During the nine months ended September 30, 2017, the Company repaid in cash $ 3.0 3.0 5 2017 Secured Convertible Notes On June 21, 2017, an unaffiliated 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 9 355,000 9 204,000 5.4 The 2017 Notes have a 3 12 1.8 On August 4, 2017, the Company induced the holder to convert $650,000 principal of the 2017 Notes into approximately 3.3 million shares of common stock at fair value of $ 0.24 1.6 0.23 1.6 0.30 3.2 0.4 108,000 256,000 668,000 For the three months ended For the nine months ended September 30, September 30, 2017 2016 2017 2016 Interest expenses related to 2014 Senior convertible notes: Contractual interest $ - $ 139 $ 424 $ 413 Amortization of debt issuance costs - 71 175 211 Total interest expenses related to senior convertible notes - 210 599 624 Interest expenses related to other notes: Contractual interest 354 38 743 114 Additional debt premium 59 - 407 - Amortization of debt discount 345 - 615 - Total interest expenses related to other notes 758 38 1,765 114 Interest expenses related to mortgage loan: Contractual interest 304 305 953 970 Amortization of debt issuance costs 126 136 368 428 Total interest expenses on the mortgage loan 430 441 1,321 1,398 Other interest expenses 5 2 10 2 Total interest expense $ 1,193 $ 691 $ 3,695 $ 2,138 |
Net Loss per Share Applicable t
Net Loss per Share Applicable to Common Stockholders | 9 Months Ended |
Sep. 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 nine months ended September 30, 2017 2016 Common stock options 12,656 1,551 Common stock warrants - equity treatment 37,499 38,990 Common stock warrants - liability treatment 141,468 1,316 Share-settled debt and accrued interest, at fair value 23,406 - Convertible notes and accrued interest 15,293 1,744 Potentially dilutive securities 230,322 43,601 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 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 September 30, 2017 and December 31, 2016, the Company owed Cognate $ 27.8 3.75 23.4 During the nine months ended September 30, 2017, Cognate waived its right to receive payment of $ 3.75 Overall, for the three months ended September 30, 2017 and 2016, the Company incurred research and development costs related to Cognate BioServices of $ 7.8 18.2 Overall, for the nine months ended September 30, 2017 and 2016, the Company incurred research and development costs related to Cognate BioServices of approximately $ 13.0 34.8 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 Cognate BioServices Ltd.) in the UK, and Cognate Israel in Israel. As a result of the separation, the Cognate affiliates outside the US are now owned by Toucan Capital Fund III, as is Cognate US. The Cognate affiliates in Germany and Israel are in the process of being wound down, and manufacturing and related activities are being expanded and consolidated in the U.K. The Company is in the process of establishing contract arrangements for the U.K. operations. Approximately $ 1.3 3.7 Other Related Parties Leslie J. Goldman - Demand Loans During the nine months ended September 30, 2017, Leslie J. Goldman, an officer of the Company, loaned the Company an aggregate amount of $ 1,334,000 470,000 12 864,000 10 During the nine months ended September 30, 2017, the Company made an aggregate principal payment of $ 955,000 47,000 350,000 The outstanding principal amount for Goldman Notes was $ 689,000 Toucan Capital III Fund - Demand Loans During the nine months ended September 30, 2017, Toucan Capital Fund III loaned the Company an aggregate amount of $ 1,170,000 10 During the nine months ended September 30, 2017, the Company repaid approximately $ 688,000 The outstanding principal amount for Toucan Notes was $ 482,000 Various Related Parties - Demand Loans During the nine months ended September 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) | 9 Months Ended |
Sep. 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 0.01 6.2 Warrants Exercised for Cash During the quarter ended March 31, 2017, the Company issued an aggregate of 3.1 713,000 Stock Compensation - 2014 Senior Convertible Notes On March 10, 2017, the Company issued approximately 4 11 1.5 Share-settled Debt On March 30, 2017, the Company issued 2.5 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 approximately 1.4 0.26 1 0.26 1 1.00 360,000 During the three months ended June 30, 2017, the Company entered into Subscription Agreements with multiple investors. The Company issued approximately 3.6 0.15 3.3 0.33 552,000 Debt Conversion On May 22, 2017, the holders of certain existing notes converted approximately $ 2.0 11 0.18 8 0.26 5 8 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 0.175 2 800,000 3.9 1.6 On June 5, 2017, the Company exchanged approximately $ 0.5 3.3 0.14 2.5 0.175 2 0.6 0.3 Warrants Exercised for Cash During the three months ended June 30, 2017, the Company issued approximately 6.9 0.26 0.25 0.01 1.1 Stock Compensation - 2014 Senior Convertible Notes During the three months ended June 30, 2017, the Company issued approximately 3 11 0.5 Share-settled Debt On June 14, 2017, the Company issued 1 Third Quarter of 2017 Public and Private Offering On September 22, 2017, the Company entered into a Stock Purchase Agreement with multiple investors. The Company issued approximately 8.7 0.20 4.4 0.22 1.8 1.6 During the three months ended September 30, 2017, the Company entered into Subscription Agreements with multiple investors. The Company issued 5.4 0.20 5.3 0.26 1.1 During the three months ended September 30, 2017, the Company received an aggregate of $ 2.6 2.6 Warrants Exercised for Cash and Warrants Modification On August 7, 2017, the Company entered into a $ 2.7 13.5 1.00 0.20 0.3 0.3 As consideration for the investor’s exercise in full of the Class B Warrants, the Company agreed to issue to the investor new Series A Warrants exercisable for the purchase of 13.5 0.27 5 0.9 0.27 5 14.5 2.0 Cashless Warrants Exercise On July 17, 2017, holders of approximately 16 6.9 3.1 Debt Conversions During the quarter ended September 30, 2017, the Company induced certain debt holders to convert approximately $ 5.5 32.9 7.8 40.4 0.48 4.7 Share-settled Debt During the quarter ended September 30, 2017, the Company issued 3.5 As of September 30, 2017, the outstanding share-settled debt was approximately $ 4.0 Shares for Services On July 6, 2017, as compensation for services as a Director, the Company issued 1.3 0.18 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 191,965 0.47 Warrants exercised for cash (24,327) 0.11 Cashless warrants exercise (16,071) 0.20 Warrants expired and cancellation (30,878) 1.18 Outstanding as of September 30, 2017 178,967 $ 0.84 3.52 |
Variable Interest Entities
Variable Interest Entities | 9 Months Ended |
Sep. 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 | 9 Months Ended |
Sep. 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 September 30, 2017, none of the above fees were triggered; however, the Company and Cognate discussed these fee provisions as part of an ongoing negotiation to determine the overall amounts to be paid for 2016 and 2017. Subsequent to September 30, 2017, the parties reached an agreement in principle for settlement of the overall amounts due from the Company to Cognate for 2017 which involves a reduction of the amounts that would otherwise be due under the contracts and includes suspension fees for the DCVax-L and DCVax-Direct programs. 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. In addition, the Company and Cognate are in the process of negotiating an overall settlement of amounts owed to Cognate for 2016 and 2017. 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 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. U.S. Securities and Exchange Commission As previously reported, the Company has received a number of 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. Special Litigation Committee As previously reported, the Company appointed a Special Litigation Committee, and Committee has undertaken an inquiry into the allegations of various lawsuits filed against the Company, and an anonymous internet report raising a number of criticisms of the Company and its Board and management, including with respect to the reasonableness of the transactions with Cognate. The Committee has retained experts to analyze some of these issues. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 13. Subsequent Events Public and Private Offering On October 20, 2017, the Company sold 2.9 0.17 1.5 0.22 2 0.5 Debt Modification In October and November, 2017, the Company entered into multiple Exchange Agreements with an existing debt holder (the “Holder”). The Holder agreed to exchange his existing promissory notes with an aggregate original principal amount of $ 2.2 2.4 8 will be due in September 2018 and December 2018. U.K. Lease On October 10, 2017, the Company entered into an agreement to lease to Commodities Centre, a commodity storage and distribution firm domiciled in the U.K., an existing approximately 275,000 The tenant will undertake at least $1.1 million of repairs and improvements to the building in return for five and a half months of free rent (which began upon execution of the lease and ends on March 24, 2018). Thereafter, the tenant will pay rent at an annualized rate of approximately $1.0 million for the first year, and thereafter rent at an annualized rate of approximately $1.4 million for each year or partial year for the rest of the lease term, plus VAT. The tenant will also pay a proportional share of the common costs and the insurance costs for the overall site. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 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 September 30, 2017, condensed consolidated statements of operations for the three and nine months ended September 30, 2017 and 2016, condensed consolidated statements of comprehensive loss for the three and nine months ended September 30, 2017 and 2016, condensed consolidated statement of stockholders’ equity (deficit) for the nine months ended September 30, 2017, and the condensed consolidated statements of cash flows for the nine months ended September 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 nine months ended September 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 September 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, Compensation-Stock 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) | 9 Months Ended |
Sep. 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 nine-month period ended September 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). Embedded Share-settled Warrant Conversion Debt Liability Feature (in Default) Total Balance January 1, 2017 $ 4,862 $ - $ 5,200 $ 10,062 Warrants granted related to: Public and privated offering 7,971 - - 7,971 Debt conversion 7,544 - - 7,544 Issuance of debt 139 - - 139 Modification of warrant liabilities 2,297 - - 2,297 17,951 - - 17,951 Issuance of convertible notes - 4,262 - 4,262 Extinguishment of embedded derivative liabilities related to debt conversion - (5,264) - (5,264) Extinguishment of warrant liabilities related to warrants exercised for cash (2,117) - - (2,117) Extinguishment of warrant liabilities related to cashless warrants exercise (3,054) - - (3,054) Conversion of share-settled debt - - (1,187) (1,187) Change in fair value (5,759) 2,796 - (2,963) Balance September 30, 2017 $ 11,883 $ 1,794 $ 4,013 $ 17,690 |
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 September 30, 2017 and December 31, 2016 is as follows: As of September 30, 2017 As of December 31, 2016 Warrant Embedded Warrant Liability Conversion Feature Liability Strike price $ 0.40 $ 0.50 $ 0.60 Contractual term (years) 3.6 2.73 4.7 Volatility (annual) 99 % 99 % 98 % Risk-free rate 2 % 2 % 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 September 30, 2017 and December 31, 2016 (in thousands): Fair value measured at September 30, 2017 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs September 30, 2017 (Level 1) (Level 2) (Level 3) Warrant liability $ 11,883 $ - $ - $ 11,883 Embedded conversion feature 1,794 - - 1,794 Share-settled debt (in default) 4,013 - - 4,013 Total fair value $ 17,690 $ - $ - $ 17,690 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 embedded conversion features at inception for convertible notes issued during the nine months ended September 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 nine months ended September 30, 2017 is as follows: 2017 Warrants Granted Associated with Public and Private Debt Modification of Offering Conversion Issuance of Debt Warrant Liabilities Strike price $ 0.47 $ 0.44 $ 0.19 $ 0.27 Contractual term (years) 2.4 2.6 2.0 5.0 Volatility (annual) 107 % 107 % 113 % 99 % Risk-free rate 1 % 1 % 1 % 2 % Dividend yield (per share) 0 % 0 % 0 % 0 % |
Property & Equipment and Cons24
Property & Equipment and Construction in Progress (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consist of the following at September 30, 2017 and December 31, 2016 (in thousands): September 30, December 31, 2017 2016 Leasehold improvements $ 69 $ 69 Office furniture and equipment 25 25 Computer equipment and software 640 626 734 720 Less: accumulated depreciation (546) (405) Total property, plant and equipment, net 188 315 Construction in progress (property in the United Kingdom)* 47,322 44,559 $ 47,510 $ 44,874 * Construction in progress includes both the land acquisition costs and the building costs. |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2017 (amount in thousands, except per share number): Weighted Average Remaining Number of Shares Weighted Average Exercise Price Total Intrinsic Value Contractual Life (in years) Outstanding as of December 31, 2016 1,551 $ 10.56 $ - 1.9 Granted 11,343 0.25 - 4.7 Forfeited/expired (238) 9.90 - - Outstanding as of September 30, 2017 12,656 $ 1.32 - 4.3 Options vested and exercisable 7,255 $ 1.49 $ - 4.2 |
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 nine months ended September 30, 2017: For the Nine Months Ended September 30, 2017 Exercise price $ 0.25 Expected term (years) 2.8 Expected stock price volatility 96 % Risk-free rate of interest 2 % Dividend yield (per share) 0 % |
Outstanding Debt (Tables)
Outstanding Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The following table summarizes outstanding debt as of September 30, 2017 and December 31, 2016, respectively (amount in thousands, except per share data): Stated Remaining Fair Value of Interest Conversion Debt Embedded Carrying Maturity Date Rate Price Face Value Discount Conversion Option Value Short term convertible notes payable 6% unsecured (1) Due 6% $ 3.09 $ 135 $ - $ - $ 135 10% unsecured (2) In Default 10% $ 0.16 - - - - 135 - - 135 Short term notes payable 8% unsecured (3) 12/5/17 and In Default 8% and 15% N/A 2,310 (55) - 2,255 8% unsecured (4) 6/30/2018 8% N/A 2,206 (144) - 2,062 10% unsecured (5) On Demand Various N/A 650 - - 650 12% unsecured (6) On Demand 12% N/A 440 (113) - 327 5,606 (312) - 5,294 Short term notes payable - related parties 10% unsecured - Related Parties (7) On Demand 10% N/A 1,421 - - 1,421 12% unsecured - Related Parties (7) On Demand 12% N/A 50 - - 50 1,471 - - 1,471 Share-settled debt, at fair value (8) In Default 18% $ 0.16 4,013 - - 4,013 Short term mortgage loan (9) 8/13/2018 12% N/A 4,831 (191) - 4,640 Long term mortgage loan 11/16/2018 12% N/A 6,412 (37) - 6,375 11,243 (228) - 11,015 Long term convertible notes payable 12% secured convertible notes (10) 6/21/2020 12% $ 0.50 5,350 (2,072) 1,794 5,072 Ending balance as of September 30, 2017 $ 27,818 $ (2,612) $ 1,794 $ 27,000 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 (11) 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 (9) In Default 18% $ 0.35 5,200 - 5,200 Mortgage loan (10) 11/16/17 & 8/13/17 12% N/A 10,156 (365) 9,791 Long term note payable 8% unsecured note (5) 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 agreements (“the November 2016 Notes”) with an individual investor (“the Holder”) for an aggregate amount of $ 2.45 10 1 On March 3, 2017, the Company entered into a series of promissory notes (the “March 2017 Notes”) with unrelated third parties in the original principal amount of $ 1,450,000 3 1.4 On April 12, 2017, the Company made a repayment of $ 258,000 During the nine months period ended September 30, 2017, the Company entered into multiple amendments (the “Amendment”) to the November 2016 Notes and March 2017 Notes. The Company recorded an approximate $ 2.4 407,000 During the nine months period ended September 30, 2017, the Company induced the holders of the November 2016 Notes and March 2017 Notes to convert approximately $ 4.2 24.7 5.8 43.8 0.53 4.6 5.2 Overall, the Company recorded approximately $ 1.0 (3) On March 3, 2017 and June 5, 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 55,000 (4) On December 30, 2016, the Company entered into a note purchase agreement (the “Note”) with an individual investor for an aggregate principal amount of $ 3.3 8 18 300,000 10,000 During the nine months ended September 30, 2017, the Company entered into multiple exchange agreement with the Note holder to convert approximately $ 1.1 0.2 8.8 1.7 408,000 (5) During the nine months ended September 30, 2017, the Company entered multiple promissory note agreement (the “Notes”) with certain investors for an aggregate principal amount of $ 2.4 0 12 During the nine months ended September 30, 2017, the Company induced the holders to convert approximately $ 1.8 10.6 1.9 In addition, the Company issued approximately 12.5 0.49 0.9 The Company recorded debt extinguishment of approximately $ 1.1 (6) During the nine months ended September 30, 2017, the Company entered two promissory note agreements (the “Notes”) with the same investor for an aggregate principal amount of $ 440,000 12 1.2 0.19 139,000 (7) Related Party Notes Goldman Notes During the nine months ended September 30, 2017, Leslie J. Goldman, an officer of the Company, loaned the Company an aggregate amount of $ 1,334,000 470,000 12 864,000 10 During the nine months ended September 30, 2017, the Company made an aggregate principal payment of $ 955,000 47,000 350,000 The outstanding principal amount for Goldman Notes was $ 689,000 Toucan Notes During the nine months ended September 30, 2017, Toucan Capital Fund III loaned the Company an aggregate amount of $ 1,170,000 10 7 During the nine months ended September 30, 2017, the Company repaid approximately $ 688,000 The outstanding principal amount for Toucan Notes was $ 482,000 Board of Directors Notes During the nine months ended September 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 (8) During the nine months ended September 30, 2017, the holder of the Company’s share-settled debt converted approximately $ 1.2 (9) The mortgage loan was originally due in August 2017 and has been renewed for additional one year until August 17, 2018 218,000 The mortgage loan was originally due in November 2017 and has been renewed for an additional one year until November 16, 2018 (10) 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 nine months ended September 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 7.1 2.6 2.1 0.5 During the nine months ended September 30, 2017, the Company repaid in cash $ 3.0 3.0 5 2017 Secured Convertible Notes On June 21, 2017, an unaffiliated 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 9 355,000 9 204,000 5.4 The 2017 Notes have a 3 12 1.8 On August 4, 2017, the Company induced the holder to convert $650,000 principal of the 2017 Notes into approximately 3.3 million shares of common stock at fair value of $ 0.24 1.6 0.23 1.6 0.30 3.2 0.4 108,000 256,000 668,000 |
Interest Income and Interest Expense Disclosure [Table Text Block] | The following table summarizes total interest expenses related to senior convertible notes, other notes and mortgage loan for the three and nine months ended September 30, 2017 and 2016, respectively (in thousands): For the three months ended For the nine months ended September 30, September 30, 2017 2016 2017 2016 Interest expenses related to 2014 Senior convertible notes: Contractual interest $ - $ 139 $ 424 $ 413 Amortization of debt issuance costs - 71 175 211 Total interest expenses related to senior convertible notes - 210 599 624 Interest expenses related to other notes: Contractual interest 354 38 743 114 Additional debt premium 59 - 407 - Amortization of debt discount 345 - 615 - Total interest expenses related to other notes 758 38 1,765 114 Interest expenses related to mortgage loan: Contractual interest 304 305 953 970 Amortization of debt issuance costs 126 136 368 428 Total interest expenses on the mortgage loan 430 441 1,321 1,398 Other interest expenses 5 2 10 2 Total interest expense $ 1,193 $ 691 $ 3,695 $ 2,138 |
Net Loss per Share Applicable27
Net Loss per Share Applicable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30, 2017 2016 Common stock options 12,656 1,551 Common stock warrants - equity treatment 37,499 38,990 Common stock warrants - liability treatment 141,468 1,316 Share-settled debt and accrued interest, at fair value 23,406 - Convertible notes and accrued interest 15,293 1,744 Potentially dilutive securities 230,322 43,601 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 9 Months Ended |
Sep. 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 191,965 0.47 Warrants exercised for cash (24,327) 0.11 Cashless warrants exercise (16,071) 0.20 Warrants expired and cancellation (30,878) 1.18 Outstanding as of September 30, 2017 178,967 $ 0.84 3.52 |
Liquidity, Financial Conditio29
Liquidity, Financial Condition and Management Plans (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Net Cash Provided by (Used in) Operating Activities | $ (21,701) | $ (41,555) | |||
Current Assets Less Payables | $ 79,000 | 79,000 | |||
Net Income (Loss) Attributable To Parent | (23,271) | $ (29,227) | (46,144) | $ (49,508) | |
Accounts Payable, Related Parties, Current | 27,800 | 27,800 | |||
Assets, Current, Total | $ 2,128 | 2,128 | $ 7,884 | ||
Proceeds from Issuance of Common Stock and Debt | 24,900 | ||||
Trade Liabilities Waived by Related Parties, Amount | 3,750 | ||||
Debt Instrument, Increase (Decrease), Net | $ 5,000 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Details Textual) $ in Millions | 9 Months Ended |
Sep. 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) | 9 Months Ended |
Sep. 30, 2017$ / shares | |
Issuance of Debt [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Strike price | $ 0.19 |
Contractual term (years) | 2 years |
Volatility (annual) | 113.00% |
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 | $ 0.47 |
Contractual term (years) | 2 years 4 months 24 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 | $ 0.44 |
Contractual term (years) | 2 years 7 months 6 days |
Volatility (annual) | 107.00% |
Risk-free rate | 1.00% |
Dividend yield (per share) | 0.00% |
Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Strike price | $ 0.27 |
Contractual term (years) | 5 years |
Volatility (annual) | 99.00% |
Risk-free rate | 2.00% |
Dividend yield (per share) | 0.00% |
Fair Value Measurements (Deta32
Fair Value Measurements (Details 1) - Embedded Derivative Financial Instruments [Member] | 9 Months Ended |
Sep. 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 ($) | Sep. 30, 2017 | Aug. 04, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | $ 11,883,000 | $ 4,862,000 | |
Embedded conversion feature | 1,794,000 | $ 108,000 | |
Share-settled debt (in default) | 4,013,000 | 5,200,000 | |
Total fair value | 17,690,000 | 10,062,000 | |
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 | 11,883,000 | 4,862,000 | |
Embedded conversion feature | 1,794,000 | ||
Share-settled debt (in default) | 4,013,000 | 5,200,000 | |
Total fair value | $ 17,690,000 | $ 10,062,000 |
Fair Value Measurements (Deta34
Fair Value Measurements (Details 3) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | $ 10,062 |
Warrants granted related to: | 17,951 |
Issuance of convertible notes | 4,262 |
Extinguishment of embedded derivative liabilities related to debt conversion | (5,264) |
Extinguishment of warrant liabilities related to warrants exercised for cash | (2,117) |
Conversion of share-settled debt | (1,187) |
Change in fair value | (2,963) |
Extinguishment of warrant liabilities related to cashless warrants exercise | (3,054) |
Balance | 17,690 |
Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants granted related to: | 2,297 |
Issuance Of Debt [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants granted related to: | 139 |
Debt Conversion [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants granted related to: | 7,544 |
Private And Public Offering [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants granted related to: | 7,971 |
Long-term Debt [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | 5,200 |
Warrants granted related to: | 0 |
Issuance of convertible notes | 0 |
Extinguishment of embedded derivative liabilities related to debt conversion | 0 |
Extinguishment of warrant liabilities related to warrants exercised for cash | 0 |
Conversion of share-settled debt | (1,187) |
Change in fair value | 0 |
Extinguishment of warrant liabilities related to cashless warrants exercise | 0 |
Balance | 4,013 |
Long-term Debt [Member] | Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants granted related to: | 0 |
Long-term Debt [Member] | Issuance Of Debt [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants granted related to: | 0 |
Long-term Debt [Member] | Debt Conversion [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants granted related to: | 0 |
Long-term Debt [Member] | Private And Public Offering [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants granted related to: | 0 |
Warrant Liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | 4,862 |
Warrants granted related to: | 17,951 |
Issuance of convertible notes | 0 |
Extinguishment of embedded derivative liabilities related to debt conversion | 0 |
Extinguishment of warrant liabilities related to warrants exercised for cash | (2,117) |
Conversion of share-settled debt | 0 |
Change in fair value | (5,759) |
Extinguishment of warrant liabilities related to cashless warrants exercise | (3,054) |
Balance | 11,883 |
Warrant Liability [Member] | Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants granted related to: | 2,297 |
Warrant Liability [Member] | Issuance Of Debt [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants granted related to: | 139 |
Warrant Liability [Member] | Debt Conversion [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants granted related to: | 7,544 |
Warrant Liability [Member] | Private And Public Offering [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants granted related to: | 7,971 |
Embedded Derivative Financial Instruments [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | 0 |
Warrants granted related to: | 0 |
Issuance of convertible notes | 4,262 |
Extinguishment of embedded derivative liabilities related to debt conversion | (5,264) |
Extinguishment of warrant liabilities related to warrants exercised for cash | 0 |
Conversion of share-settled debt | 0 |
Change in fair value | 2,796 |
Extinguishment of warrant liabilities related to cashless warrants exercise | 0 |
Balance | 1,794 |
Embedded Derivative Financial Instruments [Member] | Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants granted related to: | 0 |
Embedded Derivative Financial Instruments [Member] | Issuance Of Debt [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants granted related to: | 0 |
Embedded Derivative Financial Instruments [Member] | Debt Conversion [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants granted related to: | 0 |
Embedded Derivative Financial Instruments [Member] | Private And Public Offering [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants granted related to: | $ 0 |
Fair Value Measurements (Deta35
Fair Value Measurements (Details 4) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Embedded Derivative Financial Instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
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, Inputs, Level 3 [Member] | Embedded Derivative Financial Instruments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | $ 0.5 | |
Contractual term (years) | 2 years 8 months 23 days | |
Volatility (annual) | 99.00% | |
Risk-free rate | 2.00% | |
Dividend yield (per share) | 0.00% | |
Fair Value, Inputs, Level 3 [Member] | Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | $ 0.4 | $ 0.6 |
Contractual term (years) | 3 years 7 months 6 days | 4 years 8 months 12 days |
Volatility (annual) | 99.00% | 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) shares in Millions | 9 Months Ended |
Sep. 30, 2017shares | |
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 | 192 |
Property & Equipment and Cons37
Property & Equipment and Construction in Progress (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Property, plant and equipment, gross | $ 734 | $ 720 | |
Less: accumulated depreciation | (546) | (405) | |
Total property, plant and equipment, net | 188 | 315 | |
Property, plant and equipment net, including construction in progress | 47,510 | 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 | 640 | 626 | |
Construction in progress (property in the United Kingdom) [Member] | |||
Total property, plant and equipment, net | [1] | $ 47,322 | $ 44,559 |
[1] | Construction in progress includes both the land acquisition costs and the building costs. |
Property & Equipment and Cons38
Property & Equipment and Construction in Progress (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Depreciation | $ 41,000 | $ 55,000 | $ 141,000 | $ 135,000 |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 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 | 7,255 | |
Weighted Average Exercise Price, Outstanding | $ 10.56 | |
Weighted Average Exercise Price, Granted | 0.25 | |
Weighted Average Exercise Price, Forfeited/expired | 9.9 | |
Weighted Average Exercise Price, Outstanding | 1.32 | $ 10.56 |
Weighted Average Exercise Price, Options vested and exercisable | $ 1.49 | |
Total Intrinsic Value, Outstanding | $ 0 | $ 0 |
Total Intrinsic Value, Options vested and exercisable | $ 0 | |
Weighted Average Remaining Contractual Life (in years), Outstanding | 4 years 3 months 18 days | 1 year 10 months 24 days |
Weighted Average Remaining Contractual Life (in years), Granted | 4 years 8 months 12 days | |
Weighted Average Remaining Contractual Life (in years), Options vested and exercisable | 4 years 2 months 12 days |
Stock-based Compensation (Det40
Stock-based Compensation (Details 1) | 9 Months Ended |
Sep. 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% |
Dividend yield (per share) | 0.00% |
Stock-based Compensation (Det41
Stock-based Compensation (Details Textual) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Jun. 13, 2017 | Sep. 30, 2017 | Sep. 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 | $ 0.4 | $ 0.5 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 0.2 | $ 0.2 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 9 months 18 days | ||
Research and Development Expense [Member] | |||
Allocated Share-based Compensation Expense | $ 0.7 | ||
Chief Technical Officer [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 7.9 | ||
Chief Scientific Officer [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 3.4 |
Outstanding Debt (Details)
Outstanding Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Dec. 31, 2016 | ||||
Face Value | $ 27,818 | $ 32,561 | |||
Remaining Debt Discount | (2,612) | (850) | |||
Fair Value of Embedded Conversion Option | 1,794 | ||||
Carrying Value | 27,000 | 31,711 | |||
Short-term Debt [Member] | |||||
Face Value | 135 | 11,135 | |||
Remaining Debt Discount | 0 | (175) | |||
Fair Value of Embedded Conversion Option | 0 | ||||
Carrying Value | 135 | 10,960 | |||
Short term notes payable [Member] | |||||
Face Value | 5,606 | ||||
Remaining Debt Discount | (312) | ||||
Fair Value of Embedded Conversion Option | 0 | ||||
Carrying Value | 5,294 | ||||
Short term notes payable related parties [Member] | |||||
Face Value | 1,471 | 310 | |||
Remaining Debt Discount | 0 | 0 | |||
Fair Value of Embedded Conversion Option | 0 | ||||
Carrying Value | $ 1,471 | $ 310 | |||
Six Percent Unsecured [Member] | Short-term Debt [Member] | |||||
Maturity Date | [1] | Due | Due | ||
Stated Interest Rate | [1] | 6.00% | 6.00% | ||
Conversion Price | [1] | $ 3.09 | $ 3.09 | ||
Face Value | [1] | $ 135 | $ 135 | ||
Remaining Debt Discount | [1] | 0 | 0 | ||
Fair Value of Embedded Conversion Option | [1] | 0 | |||
Carrying Value | [1] | 135 | $ 135 | ||
Eight Percent Unsecured [Member] | Short term notes payable [Member] | |||||
Face Value | [2] | 2,310 | |||
Remaining Debt Discount | [2] | (55) | |||
Fair Value of Embedded Conversion Option | [2] | 0 | |||
Carrying Value | [2] | $ 2,255 | |||
Eight Percent Unsecured [Member] | Long-term Debt [Member] | |||||
Maturity Date | [3] | Jun. 30, 2018 | |||
Stated Interest Rate | [3] | 8.00% | |||
Eight Percent Unsecured [Member] | Maximum [Member] | Short term notes payable [Member] | |||||
Maturity Date | In Default | ||||
Stated Interest Rate | [2] | 15.00% | |||
Eight Percent Unsecured [Member] | Minimum [Member] | Short term notes payable [Member] | |||||
Maturity Date | [2] | Dec. 5, 2017 | |||
Stated Interest Rate | [2] | 8.00% | |||
Eight Percent Unsecured One [Member] | Short term notes payable [Member] | |||||
Maturity Date | [4] | Jun. 30, 2018 | |||
Stated Interest Rate | [4] | 8.00% | |||
Face Value | [4] | $ 2,206 | |||
Remaining Debt Discount | [4] | (144) | |||
Fair Value of Embedded Conversion Option | [4] | 0 | |||
Carrying Value | [4] | $ 2,062 | |||
Ten Percent Unsecured [Member] | Short-term Debt [Member] | |||||
Maturity Date | [5] | In Default | |||
Stated Interest Rate | [5] | 10.00% | |||
Conversion Price | [5] | $ 0.16 | |||
Face Value | [5] | $ 0 | |||
Remaining Debt Discount | [5] | 0 | |||
Fair Value of Embedded Conversion Option | [5] | 0 | |||
Carrying Value | [5] | $ 0 | |||
Ten Percent Unsecured [Member] | Short term notes payable [Member] | |||||
Maturity Date | [5] | Nov. 4, 2017 | |||
Maturity Date | [3] | On Demand | |||
Stated Interest Rate | [5] | 10.00% | |||
Face Value | $ 650 | [3] | $ 2,450 | [5] | |
Remaining Debt Discount | 0 | [3] | 0 | [5] | |
Fair Value of Embedded Conversion Option | [3] | 0 | |||
Carrying Value | $ 650 | [3] | $ 2,450 | [5] | |
Ten Percent Unsecured [Member] | Short term notes payable related parties [Member] | |||||
Maturity Date | On Demand | [6] | On Demand | ||
Stated Interest Rate | 10.00% | [6] | 10.00% | ||
Face Value | $ 1,421 | [6] | $ 50 | ||
Remaining Debt Discount | 0 | [6] | 0 | ||
Fair Value of Embedded Conversion Option | [6] | 0 | |||
Carrying Value | $ 1,421 | [6] | $ 50 | ||
Twelve Percent Unsecured [Member] | Short term notes payable [Member] | |||||
Maturity Date | [7] | On Demand | |||
Stated Interest Rate | [7] | 12.00% | |||
Face Value | [7] | $ 440 | |||
Remaining Debt Discount | [7] | (113) | |||
Fair Value of Embedded Conversion Option | [7] | 0 | |||
Carrying Value | [7] | $ 327 | |||
Twelve Percent Unsecured [Member] | Short term notes payable related parties [Member] | |||||
Maturity Date | On Demand | [6] | On Demand | ||
Stated Interest Rate | 12.00% | [6] | 12.00% | ||
Face Value | $ 50 | [6] | $ 260 | ||
Remaining Debt Discount | 0 | [6] | 0 | ||
Fair Value of Embedded Conversion Option | [6] | 0 | |||
Carrying Value | $ 50 | [6] | $ 260 | ||
Short term mortgage loan [Member] | Short-term Debt [Member] | |||||
Maturity Date | [8] | Aug. 13, 2018 | |||
Stated Interest Rate | [8] | 12.00% | |||
Face Value | [8] | $ 4,831 | |||
Remaining Debt Discount | [8] | (191) | |||
Fair Value of Embedded Conversion Option | [8] | 0 | |||
Carrying Value | [8] | 4,640 | |||
Five Percent 2014 Senior convertible note [Member] | Short-term Debt [Member] | |||||
Maturity Date | Aug. 15, 2017 | ||||
Stated Interest Rate | 5.00% | ||||
Conversion Price | $ 6.60 | ||||
Face Value | $ 11,000 | ||||
Remaining Debt Discount | (175) | ||||
Carrying Value | $ 10,825 | ||||
Mortgage loan [Member] | |||||
Stated Interest Rate | [9] | 12.00% | |||
Face Value | 11,243 | $ 10,156 | [9] | ||
Remaining Debt Discount | (228) | (365) | [9] | ||
Fair Value of Embedded Conversion Option | 0 | ||||
Carrying Value | 11,015 | $ 9,791 | [9] | ||
Mortgage loan [Member] | Minimum [Member] | |||||
Maturity Date | [9] | Nov. 16, 2017 | |||
Share Settled Debt [Member] | |||||
Carrying Value | $ 4,000 | ||||
Share Settled Debt [Member] | Short-term Debt [Member] | |||||
Maturity Date | In Default | [10] | In Default | [8] | |
Stated Interest Rate | 18.00% | [10] | 18.00% | [8] | |
Conversion Price | $ 0.16 | [10] | $ 0.35 | [8] | |
Face Value | $ 4,013 | [10] | $ 5,200 | [8] | |
Remaining Debt Discount | 0 | [10] | 0 | [8] | |
Fair Value of Embedded Conversion Option | [10] | 0 | |||
Carrying Value | $ 4,013 | [10] | 5,200 | [8] | |
Long term mortgage loan [Member] | Long-term Debt [Member] | |||||
Maturity Date | Nov. 16, 2018 | ||||
Stated Interest Rate | 12.00% | ||||
Face Value | $ 6,412 | ||||
Remaining Debt Discount | (37) | ||||
Fair Value of Embedded Conversion Option | 0 | ||||
Carrying Value | $ 6,375 | ||||
Twelve Percent Secured [Member] | Long-term Debt [Member] | |||||
Maturity Date | [9] | Jun. 21, 2020 | |||
Stated Interest Rate | [9] | 12.00% | |||
Conversion Price | [9] | $ 0.50 | |||
Face Value | [9] | $ 5,350 | |||
Remaining Debt Discount | [9] | (2,072) | |||
Fair Value of Embedded Conversion Option | [9] | 1,794 | |||
Carrying Value | [9] | $ 5,072 | |||
Eight Percent unsecured note [Member] | Long-term Debt [Member] | |||||
Face Value | [3] | 3,310 | |||
Remaining Debt Discount | [3] | (310) | |||
Carrying Value | [3] | $ 3,000 | |||
[1] | This $135,000 note as of September 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] | On March 3, 2017 and June 5, 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. One of the Notes became in default as of September 3, 2017. The Notes carry 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 $55,000 as of September 30, 2017. | ||||
[3] | During the nine months ended September 30, 2017, the Company entered multiple promissory note agreement (the “Notes”) with certain investors for an aggregate principal amount of $2.4 million. The Notes bore interest at either 0%, 10% or 12% per annum, and were payable upon demand. During the nine months ended September 30, 2017, the Company induced the holders to convert approximately $1.8 million principal and accrued interest of the Notes into approximately 10.6 million shares of common stock at fair value of approximately $1.9 million. In addition, the Company issued approximately 12.5 million warrants with an exercise price of $0.49 and a fair value of approximately $0.9 million. The Company recorded debt extinguishment of approximately $1.1 million for the nine month period ended September 30, 2017. | ||||
[4] | On December 30, 2016, the Company entered into a note purchase agreement (the “Note”) with an individual investor for an aggregate principal amount of $3.3 million. 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. During the nine months ended September 30, 2017, the Company entered into multiple exchange agreement with the Note holder to convert approximately $1.1 million principal and $0.2 million accrued interest into approximately 8.8 million shares of common stock at fair value of $1.7 million. The Company recorded approximately $408,000 debt extinguishment loss from this conversion. | ||||
[5] | On November 4, 2016, the Company entered into three promissory notes agreements (“the November 2016 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 March 3, 2017, the Company entered into a series of promissory notes (the “March 2017 Notes”) with unrelated third parties 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 12, 2017, the Company made a repayment of $258,000 to one of the March 2017 Notes holders. During the nine months period ended September 30, 2017, the Company entered into multiple amendments (the “Amendment”) to the November 2016 Notes and March 2017 Notes. The Company recorded an approximate $2.4 million debt extinguishment loss from the Amendment. The Company also recorded approximately $407,000 additional debt premium pursuant to the Amendment. During the nine months period ended September 30, 2017, the Company induced the holders of the November 2016 Notes and March 2017 Notes to convert approximately $4.2 million of principal, debt premium and accrued interest into approximately 24.7 million shares of common stock at a fair value of approximately $5.8 million, and approximately 43.8 million warrants with weighted average exercise price of $0.53, at fair value of approximately $4.6 million using Black-Scholes model. The Company also reversed approximately $5.2 million of embedded conversion features as of the conversion date, which was recorded as gain from debt extinguishment. Overall, the Company recorded approximately $1.0 million net debt extinguishment loss from this conversion. | ||||
[6] | Related Party Notes Goldman Notes During the nine months ended September 30, 2017, Leslie J. Goldman, an officer of the Company, loaned the Company an aggregate amount of $1,334,000 pursuant to certain Demand Promissory Note Agreements (the “Goldman Notes”). $470,000 of the Goldman Notes bore interest at the rate of 12% per annum, and $864,000 of the Goldman Notes bore interest at the rate of 10% per annum. During the nine months ended September 30, 2017, the Company made an aggregate principal payment of $955,000 to settle some 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 $350,000 outstanding debt incurred during the year ended December 31, 2016. The outstanding principal amount for Goldman Notes was $689,000 as of September 30, 2017. Toucan Notes During the nine months ended September 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. During the nine months ended September 30, 2017, the Company repaid approximately $688,000 of the Toucan Notes. The outstanding principal amount for Toucan Notes was $482,000 as of September 30, 2017. Board of Directors Notes During the nine months ended September 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. | ||||
[7] | During the nine months ended September 30, 2017, the Company entered two promissory note agreements (the “Notes”) with the same investor for an aggregate principal amount of $440,000. The Notes bore interest at 12% per annum, and is payable upon demand. The Company also issued approximately 1.2 million warrants with a weighted average strike price of $0.19 in conjunction the Note. The Company recorded $139,000 debt discount at the issuance date, which is the fair value of the warrants. | ||||
[8] | The mortgage loan was originally due in August 2017 and has been renewed for additional one year until August 17, 2018. The Company recorded a $218,000 renewal fee. The mortgage loan was originally due in November 2017 and has been renewed for an additional one year until November 16, 2018. | ||||
[9] | 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 were completed during the nine months ended September 30, 2017, through a series of transactions. During the nine months ended September 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 7.1 million 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 nine months ended September 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 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 $355,000, inclusive of original issue discount of approximately 9%, for $204,000 in cash. Total debt outstanding as of September 30, 2017 was $5.4 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. On August 4, 2017, the Company induced the holder to convert $650,000 principal of the 2017 Notes into approximately 3.3 million shares of common stock at fair value of $0.24. In addition, the Company also issued approximately 1.6 million warrants with an exercise price of $0.23 and 1.6 million warrants with an exercise price of $0.30. The aggregate fair value of these 3.2 million warrants was approximately $0.4 million using a Black-Scholes model. The Company also reversed approximately $108,000 of embedded derivative liabilities and a $256,000 unamortized debt discount associated with the 2017 Notes. The Company recorded approximately $668,000 debt extinguishment loss from this conversion. | ||||
[10] | During the nine months ended September 30, 2017, the holder of the Company’s share-settled debt converted approximately $1.2 million of outstanding share-settled debt. |
Outstanding Debt (Details 1)
Outstanding Debt (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Other interest expenses | $ 5 | $ 2 | $ 10 | $ 2 |
Amortization of debt discount | 1,158 | 639 | ||
Total interest expense | 1,193 | 691 | 3,695 | 2,138 |
Secured Debt [Member] | ||||
Contractual interest | 304 | 305 | 953 | 970 |
Amortization of debt issuance costs | 126 | 136 | 368 | 428 |
Total interest expense | 430 | 441 | 1,321 | 1,398 |
Notes Payable, Other Payables [Member] | ||||
Contractual interest | 354 | 38 | 743 | 114 |
Additional debt premium | 59 | 0 | 407 | 0 |
Amortization of debt discount | 345 | 0 | 615 | 0 |
Total interest expense | 758 | 38 | 1,765 | 114 |
Senior Convertiable Note [Member] | ||||
Contractual interest | 0 | 139 | 424 | 413 |
Amortization of debt issuance costs | 0 | 71 | 175 | 211 |
Interest and Debt Expense | $ 0 | $ 210 | $ 599 | $ 624 |
Outstanding Debt (Details Textu
Outstanding Debt (Details Textual) - USD ($) $ / shares in Units, shares in Millions | Aug. 04, 2017 | Jun. 14, 2017 | Apr. 12, 2017 | Mar. 03, 2017 | Nov. 04, 2016 | Jun. 21, 2017 | Jun. 05, 2017 | May 22, 2017 | Mar. 30, 2017 | Dec. 30, 2016 | Sep. 30, 2017 | Jun. 05, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Jun. 30, 2017 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 500,000 | $ 2,000,000 | $ 5,500,000 | $ 1,187,000 | $ 0 | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3.3 | 11 | 32.9 | |||||||||||||||
Debt Instrument, Face Amount | $ 27,818,000 | 27,818,000 | $ 32,561,000 | |||||||||||||||
Debt Instrument, Unamortized Discount | $ 2,612,000 | $ 2,612,000 | 850,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.48 | $ 0.48 | ||||||||||||||||
Notes Payable | $ 135,000 | $ 135,000 | ||||||||||||||||
Legal Fees | 1,595,000 | $ 1,913,000 | 7,530,000 | 7,394,000 | ||||||||||||||
Proceeds from Notes Payable | 4,864,000 | 0 | ||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 668,000 | $ (400,000) | $ (700,000) | (1,975,000) | $ (433,000) | (10,517,000) | (433,000) | |||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | 108,000 | $ 1,794,000 | 1,794,000 | |||||||||||||||
Debt Instrument, Unamortized Premium | $ 256,000 | |||||||||||||||||
Class of Warrants or Right, Number,Issued | 40.4 | |||||||||||||||||
Class of Warrants or Right, Value,Issued | $ 4,700,000 | |||||||||||||||||
Extinguishment of Debt, Amount | 1,100,000 | |||||||||||||||||
Long-term Debt | $ 27,000,000 | $ 27,000,000 | 31,711,000 | |||||||||||||||
Second Mortgage [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 16, 2018 | |||||||||||||||||
Multiple Exchange Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,700,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 8.8 | |||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,100,000 | |||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 408,000 | |||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 200,000 | |||||||||||||||||
Embedded Derivative Financial Instruments [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 5,200,000 | |||||||||||||||||
Note One [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||||||||||||||||
Debt Instrument, Face Amount | $ 440,000 | $ 440,000 | ||||||||||||||||
Debt Instrument, Unamortized Discount | $ 55,000 | $ 55,000 | ||||||||||||||||
Debt Instrument, Term | 6 months | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1.2 | 1.2 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.19 | $ 0.19 | ||||||||||||||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 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 | 8.00% | |||||||||||||||||
Debt Instrument, Term | 18 months | |||||||||||||||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 300,000 | |||||||||||||||||
Legal Fees | 10,000 | |||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 3,300,000 | |||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 12.00% | 12.00% | |||||||||||||||
Debt Instrument, Face Amount | $ 2,450,000 | |||||||||||||||||
Debt Instrument, Term | 1 year | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.19 | $ 0.19 | ||||||||||||||||
Note Due In 2011 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Notes Payable | $ 110,000 | $ 110,000 | $ 25,000 | |||||||||||||||
The Notes [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 2,400,000 | |||||||||||||||||
November 2016 Notes and March 2017 Notes [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | 4,200,000 | |||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 1,000,000 | |||||||||||||||||
Multiple Promissory Note [Member] | Multiple Promissory Note Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,900,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 10.6 | |||||||||||||||||
Debt Instrument, Face Amount | $ 2,400,000 | $ 2,400,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.49 | $ 0.49 | ||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,800,000 | |||||||||||||||||
Class of Warrants or Right, Number,Issued | 12.5 | |||||||||||||||||
Class of Warrants or Right, Value,Issued | $ 900,000 | |||||||||||||||||
Two Thousand Seventeen Note [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.24 | |||||||||||||||||
Two Thousand Seventeen Note [Member] | Warrant One [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.23 | |||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 1.6 | |||||||||||||||||
Two Thousand Seventeen Note [Member] | Warrant Two [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | |||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 1.6 | |||||||||||||||||
Two Thousand Seventeen Note [Member] | Warrant Three [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 400,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 3.2 | |||||||||||||||||
Goldman Note [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||||||||||||||||
Debt Instrument, Face Amount | $ 1,334,000 | $ 1,334,000 | ||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 955,000 | |||||||||||||||||
Debt Instrument, Periodic Payment, Interest | 47,000 | |||||||||||||||||
Repayments of Long-term Debt | 350,000 | |||||||||||||||||
Long-term Debt | 689,000 | 689,000 | ||||||||||||||||
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 | 2.5 | ||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,200,000 | |||||||||||||||||
Long-term Debt | 4,000,000 | 4,000,000 | ||||||||||||||||
Note Amendment [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 2,400,000 | |||||||||||||||||
Debt Instrument, Unamortized Premium | 407,000 | $ 407,000 | ||||||||||||||||
Senior Convertible Notes 2014 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 7.1 | |||||||||||||||||
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 | $ 3,300,000 | |||||||||||||||||
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. | |||||||||||||||||
Convertible Debt | $ 5,400,000 | $ 5,400,000 | ||||||||||||||||
March 2017 Notes [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||||||||||||||||
Debt Instrument, Face Amount | $ 1,450,000 | |||||||||||||||||
Repayments of Notes Payable | $ 258,000 | |||||||||||||||||
Proceeds from Notes Payable | $ 1,400,000 | |||||||||||||||||
Goldman Note Two [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||||||||||||||
Debt Instrument, Face Amount | $ 864,000 | $ 864,000 | ||||||||||||||||
First Mortgage Loan [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Instrument, Maturity Date | Aug. 17, 2018 | |||||||||||||||||
Deferred Finance Costs, Net | $ 218,000 | $ 218,000 | ||||||||||||||||
Goldman Note One [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||||||||||||||||
Debt Instrument, Face Amount | $ 470,000 | $ 470,000 | ||||||||||||||||
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 | $ 688,000 | |||||||||||||||||
Long-term Debt | $ 482,000 | $ 482,000 | ||||||||||||||||
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 | $ 204,000 | |||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 355,000 | |||||||||||||||||
Common Stock [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 5,800,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 24.7 | |||||||||||||||||
Common Stock [Member] | Two Thousand Seventeen Note [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3.3 | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 4,600,000 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.53 | $ 0.53 | $ 0.01 | |||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 43.8 | |||||||||||||||||
Common Stock and Warrants [Member] | Senior Convertible Notes 2014 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 3,000,000 | |||||||||||||||||
Minimum [Member] | The Notes [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | 0.00% | ||||||||||||||||
Minimum [Member] | Multiple Promissory Note [Member] | Multiple Promissory Note Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | 0.00% | ||||||||||||||||
Maximum [Member] | The Notes [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||||||||||||||||
Maximum [Member] | Multiple Promissory Note [Member] | Multiple Promissory Note Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% |
Net Loss per Share Applicable45
Net Loss per Share Applicable to Common Stockholders (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 230,322 | 43,601 |
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 | 37,499 | 38,990 |
Common stock warrants - liability treatment [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 141,468 | 1,316 |
Share-settled debt and accrued interest, at fair value [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 23,406 | 0 |
Convertible notes and accrued interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 15,293 | 1,744 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||||
Cognate research and development cost - services | $ 9,721,000 | $ 21,094,000 | $ 20,222,000 | $ 43,247,000 | |
Debt Instrument, Face Amount | 27,818,000 | 27,818,000 | $ 32,561,000 | ||
Trade Liabilities Waived by Related Parties, Amount | 3,750,000 | ||||
Long-term Debt | 27,000,000 | 27,000,000 | 31,711,000 | ||
Goldman Note [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt Instrument, Face Amount | $ 1,334,000 | $ 1,334,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |||
Debt Instrument, Periodic Payment, Principal | $ 955,000 | ||||
Debt Instrument, Periodic Payment, Interest | 47,000 | ||||
Repayments of Long-term Debt | 350,000 | ||||
Long-term Debt | $ 689,000 | 689,000 | |||
Goldman Note One [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt Instrument, Face Amount | $ 470,000 | $ 470,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |||
Goldman Note Two [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt Instrument, Face Amount | $ 864,000 | $ 864,000 | |||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | |||
Cognate Bioservices [Member] | |||||
Related Party Transaction [Line Items] | |||||
Cognate research and development cost - services | $ 7,800,000 | $ 18,200,000 | $ 13,000,000 | $ 34,800,000 | |
Accounts Payable, Related Parties | 27,800,000 | 27,800,000 | 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 | 1,300,000 | 3,700,000 | |||
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 | $ 688,000 | ||||
Long-term Debt | $ 482,000 | 482,000 | |||
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 | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Shareholders Deficit [Line Items] | ||
Number of Warrants, Outstanding | 58,278 | |
Number of Warrants, Warrants granted | 191,965 | |
Number of Warrants, Warrants exercised for cash | (24,327) | |
Number of Warrants, Cashless Warrants exercise | (16,071) | |
Number of Warrants, Warrants expired and cancellation | (30,878) | |
Number of Warrants, Outstanding | 178,967 | 58,278 |
Weighted Average Exercise Price - Outstanding | $ 1.78 | |
Weighted Average Exercise Price - Warrants granted | 0.47 | |
Weighted Average Exercise Price - Warrants exercised for cash | 0.11 | |
Weighted average exercise Price - Cashless warrants exercise | 0.20 | |
Weighted Average Exercise Price - Warrants expired and cancelled | 1.18 | |
Weighted Average Exercise Price - Outstanding | $ 0.84 | $ 1.78 |
Remaining Contractual Term | 3 years 6 months 7 days | 3 years 10 months 10 days |
Stockholders' Equity (Deficit48
Stockholders' Equity (Deficit) (Details Textual) - USD ($) | Aug. 07, 2017 | Aug. 04, 2017 | Jul. 06, 2017 | Jun. 14, 2017 | Apr. 14, 2017 | Mar. 10, 2017 | Sep. 22, 2017 | Jul. 17, 2017 | Jun. 05, 2017 | May 31, 2017 | May 22, 2017 | Mar. 30, 2017 | Mar. 17, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Shareholders Deficit [Line Items] | ||||||||||||||||||||
Shares payment due to Cognate BioServices (in Shares) | 1,300,000 | |||||||||||||||||||
Shares Issued, Price Per Share | $ 0.18 | $ 0.26 | $ 0.20 | $ 0.14 | $ 0.18 | |||||||||||||||
Proceeds from Warrant Exercises | $ 31,000 | $ 2,805,000 | $ 8,066,000 | |||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 500,000 | $ 2,000,000 | $ 5,500,000 | 1,187,000 | 0 | |||||||||||||||
Stock Issued During Period Shares Issued For Non cash Consideration 1 | 6,900,000 | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,400,000 | 8,700,000 | 18,800,000 | |||||||||||||||||
Proceeds from Issuance of Private Placement | $ 1,616,000 | 926,000 | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,300,000 | 11,000,000 | 32,900,000 | |||||||||||||||||
Proceeds from Issuance of Common Stock | $ 360,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.48 | $ 0.48 | ||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 7,500,000 | |||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 713,000 | |||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 668,000 | $ (400,000) | $ (700,000) | $ (1,975,000) | $ (433,000) | $ (10,517,000) | (433,000) | |||||||||||||
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 | 27,818,000 | 27,818,000 | $ 32,561,000 | |||||||||||||||||
Common Stock, Value, Outstanding | $ 600,000 | 3,900,000 | $ 1,800,000 | 7,800,000 | 7,800,000 | |||||||||||||||
Long-term Debt | 27,000,000 | 27,000,000 | 31,711,000 | |||||||||||||||||
Proceeds from Private Offering | 2,600,000 | 2,550,000 | 0 | |||||||||||||||||
Shares Payable, Current | $ 2,550,000 | $ 2,600,000 | $ 2,550,000 | $ 2,600,000 | $ 0 | |||||||||||||||
Class Of Warrant Or Right, Outstanding | 178,967,000 | 178,967,000 | 58,278,000 | |||||||||||||||||
Class of Warrants or Right, Value,Issued | $ 4,700,000 | |||||||||||||||||||
Class of Warrants or Right, Number,Issued | 40,400,000 | |||||||||||||||||||
Senior Convertiable Note [Member] | ||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,500,000 | $ 500,000 | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 4,000,000 | 3,000,000 | ||||||||||||||||||
Debt Instrument, Face Amount | $ 11,000,000 | $ 11,000,000 | ||||||||||||||||||
Share Settled Debt [Member] | ||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Other | 3,500,000 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,000,000 | 2,500,000 | ||||||||||||||||||
Long-term Debt | $ 4,000,000 | $ 4,000,000 | ||||||||||||||||||
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 | |||||||||||||||||||
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 | $ 0.27 | $ 0.26 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 13,500,000 | 21,600,000 | ||||||||||||||||||
Class of Warrants, Expiration Term | 5 years | 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 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 10,000,000 | |||||||||||||||||||
Class Of Warrant Or Right Exercise Price, Payable On exercise Of Warrant | $ 0.01 | |||||||||||||||||||
Class Of Warrant Or Right Prefunded Exercise Price | $ 0.25 | $ 0.25 | ||||||||||||||||||
Warrants and Rights Outstanding | $ 6,200,000 | |||||||||||||||||||
Class A Warrant [Member] | ||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 1,600,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.27 | $ 0.26 | $ 0.22 | $ 0.26 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 900,000 | 1,000,000 | 4,400,000 | 8,000,000 | ||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 2,000,000 | $ 3,100,000 | ||||||||||||||||||
Class of Warrants, Expiration Term | 5 years | 5 years | 5 years | |||||||||||||||||
Gross Proceeds from Issuance of Private Placement | $ 1,800,000 | |||||||||||||||||||
Class Of Warrant Or Right, Outstanding | 14,500,000 | 16,000,000 | ||||||||||||||||||
Class B Warrant [Member] | ||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||
Proceeds from Issuance of Warrants | $ 2,700,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 1 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 13,500,000 | 1,000,000 | 8,000,000 | |||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 300,000 | |||||||||||||||||||
Class of Warrants, Expiration Term | 90 days | 90 days | ||||||||||||||||||
Inducement Loss Related to Warrant | $ 300,000 | |||||||||||||||||||
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 | 2,500,000 | |||||||||||||||||||
Class of Warrant or Right, Warrant Term | 2 years | |||||||||||||||||||
Private And Public Offering [Member] | ||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.20 | $ 0.15 | $ 0.20 | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 5,400,000 | 3,600,000 | ||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 1,100,000 | $ 552,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.26 | $ 0.33 | $ 0.26 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,300,000 | 3,300,000 | 5,300,000 | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||
Proceeds from Warrant Exercises | $ 69,000 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 4,600,000 | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,900,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.53 | $ 0.01 | $ 0.53 | |||||||||||||||||
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 | 16,000,000 | |||||||||||||||||||
Class of Warrant or Right, Warrant Term | 2 years | |||||||||||||||||||
Maximum [Member] | Class B Warrant [Member] | ||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||||||||||||||
Minimum [Member] | Class B Warrant [Member] | ||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.20 |
Variable Interest Entities (Det
Variable Interest Entities (Details Textual) - Variable Interest Entity, Primary Beneficiary [Member] - USD ($) $ in Millions | Sep. 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) - DCVax-Direct Agreement [Member] $ in Millions | Jan. 17, 2014USD ($) |
Condition One [Member] | |
Commitments And Contingencies [Line Items] | |
Contingent Liability Dcvax Direct Agreement Amount | $ 3 |
Condition Two [Member] | |
Commitments And Contingencies [Line Items] | |
Contingent Liability Dcvax Direct Agreement Amount | 5 |
Condition Three [Member] | |
Commitments And Contingencies [Line Items] | |
Contingent Liability Dcvax Direct Agreement Amount | 1.5 |
Condition Four [Member] | |
Commitments And Contingencies [Line Items] | |
Contingent Liability Dcvax Direct Agreement Amount | 2 |
Condition Five [Member] | |
Commitments And Contingencies [Line Items] | |
Contingent Liability Dcvax Direct Agreement Amount | 3 |
Condition Six [Member] | |
Commitments And Contingencies [Line Items] | |
Contingent Liability Dcvax Direct Agreement Amount | $ 5 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) $ / shares in Units, $ in Thousands, shares in Millions | Oct. 10, 2017ft² | Apr. 14, 2017shares | Oct. 20, 2017USD ($)$ / sharesshares | Sep. 22, 2017shares | Mar. 17, 2017shares | Nov. 30, 2017USD ($) | Sep. 30, 2017USD ($)$ / shares | Jun. 05, 2017$ / sharesshares | Dec. 31, 2016USD ($) |
Subsequent Event [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | shares | 1.4 | 8.7 | 18.8 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.48 | ||||||||
Debt Instrument, Face Amount | $ | $ 27,818 | $ 32,561 | |||||||
Class D Warrant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.175 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 2.5 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | shares | 2.9 | ||||||||
Sale of Stock, Price Per Share | $ / shares | $ 0.17 | ||||||||
Stock Issued During Period, Value, New Issues | $ | $ 500 | ||||||||
Debt Instrument, Face Amount | $ | $ 2,200 | ||||||||
Area of Land | ft² | 275,000 | ||||||||
Lessor, Operating Lease, Term of Contract | 5 years | ||||||||
Lessor, Operating Lease, Variable Lease Payment, Terms and Conditions | The tenant will undertake at least $1.1 million of repairs and improvements to the building in return for five and a half months of free rent (which began upon execution of the lease and ends on March 24, 2018). Thereafter, the tenant will pay rent at an annualized rate of approximately $1.0 million for the first year, and thereafter rent at an annualized rate of approximately $1.4 million for each year or partial year for the rest of the lease term, plus VAT. The tenant will also pay a proportional share of the common costs and the insurance costs for the overall site. | ||||||||
Subsequent Event [Member] | Exchange Note [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||
Debt Instrument, Face Amount | $ | $ 2,400 | ||||||||
Debt Instrument, Maturity Date, Description | will be due in September 2018 and December 2018. | ||||||||
Subsequent Event [Member] | Class D Warrant [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.22 | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1.5 | ||||||||
Class of Warrants, Expiration Term | 2 years |