Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Apr. 01, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | NORTHWEST BIOTHERAPEUTICS INC | ||
Entity Central Index Key | 0001072379 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 108,579,000 | ||
Trading Symbol | NWBO | ||
Entity Common Stock, Shares Outstanding | 537,090,275 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 22,224 | $ 117 |
Prepaid expenses and other current assets | 1,574 | 1,285 |
Total current assets | 23,798 | 1,402 |
Non-current assets: | ||
Property, plant and equipment, net | 108 | 47,488 |
Other assets | 761 | 17 |
Total non-current assets | 869 | 47,505 |
TOTAL ASSETS | 24,667 | 48,907 |
Current liabilities: | ||
Accounts payable and accrued expenses | 15,506 | 13,015 |
Accounts payable and accrued expenses to related parties and affiliates | 4,588 | 5,385 |
Convertible notes, net | 1,863 | 135 |
Convertible notes to related party | 5,400 | 0 |
Notes payable, net | 7,155 | 7,122 |
Notes payable to related party | 393 | 1,121 |
Share settled debt, at fair value (in default) | 0 | 3,308 |
Environmental remediation liability | 0 | 6,200 |
Shares payable | 138 | 0 |
Warrant liability | 29,995 | 40,171 |
Mortgage loan, net of current portion, net | 0 | 11,226 |
Deferred profit on sale-leaseback transaction | 4,802 | |
Total current liabilities | 69,840 | 87,683 |
Non-current liabilities: | ||
Convertible notes payable, net of current portion, net | 0 | 6,010 |
Note payable, net of current portion, net | 1,986 | 2,507 |
Total non-current liabilities | 1,986 | 8,517 |
Total liabilities | 71,826 | 96,200 |
COMMITMENTS AND CONTINGENCIES | ||
Stockholders' deficit: | ||
Common stock ($0.001 par value); 1,200,000,000 shares authorized; 523.2 million and 328.9 million shares issued and outstanding as of December 31, 2018 and 2017, respectively | 523 | 329 |
Additional paid-in capital | 775,741 | 721,554 |
Stock subscription receivable | (10) | 0 |
Accumulated deficit | (824,413) | (788,619) |
Accumulated other comprehensive loss | 1,000 | (597) |
Total stockholders' deficit | (47,159) | (67,333) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT AND TEMPORARY EQUITY | 24,667 | 48,907 |
Series A Convertible Preferred Stock [Member] | ||
Non-current liabilities: | ||
Preferred stock | 0 | 7,439 |
Series B Convertible Preferred Stock [Member] | ||
Non-current liabilities: | ||
Preferred stock | $ 0 | $ 12,601 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Temporary equity, par or stated value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Temporary Equity, Shares Authorized | 100,000,000 | 100,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,200,000,000 | 1,200,000,000 |
Common stock, shares issued | 523,200,000 | 328,900,000 |
Common stock, shares outstanding | 523,200,000 | 328,900,000 |
Series A Convertible Preferred Stock [Member] | ||
Temporary Equity, Shares Authorized | 15,000,000 | 15,000,000 |
Temporary Equity, Shares Issued | 0 | 9,700,000 |
Temporary Equity, Shares Outstanding | 0 | 9,700,000 |
Series B Convertible Preferred Stock [Member] | ||
Temporary Equity, Shares Authorized | 15,000,000 | 15,000,000 |
Temporary Equity, Shares Issued | 0 | 5,600,000 |
Temporary Equity, Shares Outstanding | 0 | 5,600,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | ||
Research and other | $ 412 | $ 336 |
Total revenues | 412 | 336 |
Operating costs and expenses: | ||
Research and development | 18,154 | 33,515 |
General and administrative | 22,511 | 12,458 |
Legal expenses | 4,504 | 9,041 |
Total operating costs and expenses | 45,169 | 55,014 |
Gain on sale of property in the United Kingdom | 3,276 | 0 |
Loss from operations | (41,481) | (54,678) |
Other income (expense): | ||
Inducement loss | 0 | (2,297) |
Change in fair value of derivative liabilities | 18,303 | (2,578) |
Net income (loss) from extinguishment of debt | 85 | (12,569) |
Interest expense | (9,871) | (5,545) |
Foreign currency transaction (loss) gain | (2,830) | 4,524 |
Total other income (loss) | 5,687 | (18,465) |
Net loss | (35,794) | (73,143) |
Deemed dividend on convertible preferred stock | (17,765) | (1,266) |
Net loss attributable to common stockholders | $ (53,559) | $ (74,409) |
Net loss per share attributable to common stockholders - basic and diluted | $ (0.12) | $ (0.31) |
Weighted average shares used in computing basic and diluted loss per share | 440,016 | 242,849 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net loss | $ (35,794) | $ (73,143) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustment | 1,597 | (2,445) |
Total comprehensive loss | $ (34,197) | $ (75,588) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Accumulated Deficit [Member] | Cumulative Translation Adjustment [Member] |
Balance at Dec. 31, 2016 | $ (26,499) | $ 157 | $ 686,972 | $ 0 | $ (715,476) | $ 1,848 |
Balance (in shares) at Dec. 31, 2016 | 157,028 | |||||
Beneficial conversion feature of Series A convertible preferred stock | 276 | $ 0 | 276 | 0 | 0 | 0 |
Deemed dividends related to immediate accretion of beneficial conversion feature of Series A convertible preferred stock | (276) | 0 | (276) | 0 | 0 | 0 |
Beneficial conversion feature of Series B convertible preferred stock | 366 | 0 | 366 | 0 | 0 | 0 |
Deemed dividends related to immediate accretion of beneficial conversion feature of Series B convertible preferred stock | (366) | 0 | (366) | 0 | 0 | 0 |
Issuance of common stock for conversion of Series A convertible preferred stock | 680 | $ 4 | 676 | 0 | 0 | 0 |
Issuance of common stock for conversion of Series A convertible preferred stock (in shares) | 4,000 | |||||
Deemed dividends on conversion of Series A convertible preferred stock to common stock | (624) | $ 0 | (624) | 0 | 0 | 0 |
Issuance of common stock and warrants for cash in a registered direct offering | 2,540 | $ 29 | 2,511 | 0 | 0 | 0 |
Issuance of common stock and warrants for cash in a registered direct offering (in shares) | 28,979 | |||||
Offering cost related to registered direct offering | (856) | $ 0 | (856) | 0 | 0 | 0 |
Issuance of common stock and warrants for cash in private offering | 983 | $ 12 | 971 | 0 | 0 | 0 |
Issuance of common stock and warrants for cash in private offering (in shares) | 11,951 | |||||
Warrants exercised for cash | 2,866 | $ 24 | 2,842 | 0 | 0 | 0 |
Warrants exercised for cash (in shares) | 23,758 | |||||
Offering costs related to warrants exercise | (229) | $ 0 | (229) | 0 | 0 | 0 |
Reclassification of warrant liabilities related to warrants exercised for cash | 2,162 | 0 | 2,162 | 0 | 0 | 0 |
Cashless warrants exercise | 0 | $ 7 | (7) | 0 | 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 | 0 |
Forgiveness of certain payables to Cognate BioServices, Inc. | 3,750 | 0 | 3,750 | 0 | 0 | 0 |
Conversion of share settled debt into common stock | 1,892 | $ 11 | 1,881 | 0 | 0 | 0 |
Conversion of share settled debt into common stock (in shares) | 11,500 | |||||
Issuance of common stock and warrants for conversion of debt and accrued interest | 15,640 | $ 76 | 15,564 | 0 | 0 | 0 |
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares) | 76,073 | |||||
Common stock issued for extinguishment of 2014 senior convertible notes | 2,054 | $ 7 | 2,047 | 0 | 0 | 0 |
Common stock issued for extinguishment of 2014 senior convertible notes (shares) | 7,090 | |||||
Issuance of common stock for conversion of Series B convertible preferred stock | 0 | |||||
Stock-based compensation | 842 | $ 2 | 840 | 0 | 0 | 0 |
Stock-based compensation (in shares) | 1,538 | |||||
Net loss | (73,143) | $ 0 | 0 | 0 | (73,143) | 0 |
Cumulative translation adjustment | (2,445) | 0 | 0 | 0 | 0 | (2,445) |
Balance at Dec. 31, 2017 | (67,333) | $ 329 | 721,554 | 0 | (788,619) | (597) |
Balance (in shares) at Dec. 31, 2017 | 328,857 | |||||
Beneficial conversion feature of Series B convertible preferred stock | 2,086 | $ 0 | 2,086 | 0 | 0 | 0 |
Deemed dividends related to immediate accretion of beneficial conversion feature of Series B convertible preferred stock | (2,086) | 0 | (2,086) | 0 | 0 | 0 |
Issuance of common stock for conversion of Series A convertible preferred stock | 18,929 | $ 100 | 18,938 | (109) | 0 | 0 |
Issuance of common stock for conversion of Series A convertible preferred stock (in shares) | 100,141 | |||||
Deemed dividends on conversion of Series A convertible preferred stock to common stock | (10,892) | $ 0 | (10,892) | 0 | 0 | 0 |
Issuance of common stock and warrants for cash in a registered direct offering | 700 | $ 4 | 696 | 0 | 0 | 0 |
Issuance of common stock and warrants for cash in a registered direct offering (in shares) | 4,000 | |||||
Warrants exercised for cash | 2,575 | $ 11 | 2,564 | 0 | 0 | 0 |
Warrants exercised for cash (in shares) | 10,936 | |||||
Reclassification of warrant liabilities related to warrants exercised for cash | 2,492 | $ 0 | 2,492 | 0 | 0 | 0 |
Conversion of share settled debt into common stock | 3,308 | $ 14 | 3,294 | 0 | 0 | 0 |
Conversion of share settled debt into common stock (in shares) | 14,214 | |||||
Issuance of common stock and warrants for conversion of debt and accrued interest | 8,072 | $ 32 | 8,040 | 0 | 0 | 0 |
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares) | 32,393 | |||||
Issuance of common stock in a private offering | 23 | $ 0 | 23 | 0 | 0 | 0 |
Issuance of common stock in a private offering (in shares) | 100 | |||||
Issuance of common stock for conversion of Series B convertible preferred stock | 19,697 | $ 33 | 19,674 | (10) | 0 | 0 |
Issuance of common stock for conversion of Series B convertible preferred stock (in shares) | 32,491 | |||||
Deemed dividend on conversion of Series B convertible preferred stock to common stock | (4,787) | $ 0 | (4,787) | 0 | 0 | 0 |
Reclass between accrued interest and subscription receivable | 9 | 0 | 0 | 9 | 0 | 0 |
Proceeds from investor to offset subscription receivable | 100 | 0 | 0 | 100 | 0 | 0 |
Stock-based compensation | 14,145 | $ 0 | 14,145 | 0 | 0 | 0 |
Stock-based compensation (in shares) | 100 | |||||
Net loss | (35,794) | $ 0 | 0 | 0 | (35,794) | 0 |
Cumulative translation adjustment | 1,597 | 0 | 0 | 0 | 0 | 1,597 |
Balance at Dec. 31, 2018 | $ (47,159) | $ 523 | $ 775,741 | $ (10) | $ (824,413) | $ 1,000 |
Balance (in shares) at Dec. 31, 2018 | 523,232 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Derivative Liability, Current | $ 29,995 | $ 40,171 |
Direct Offering [Member] | ||
Derivative Liability, Current | $ 300 | 7,000 |
Private Offering [Member] | ||
Derivative Liability, Current | $ 1,100 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (35,794,000) | $ (73,143,000) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,291,000 | 439,000 |
Amortization of debt discount | 6,706,000 | 1,516,000 |
Amortization of debt premium | (355,000) | 407,000 |
Inducement loss | 0 | 2,297,000 |
Change in fair value of derivatives | (18,303,000) | 2,578,000 |
Loss from extinguishment of debt | (85,000) | 12,119,000 |
Gain on sale of property in the United Kingdom | (3,276,000) | 0 |
Non-cash research and development cost related to Cognate settlement | 8,395,000 | |
Stock-based compensation related to warrant modification | 141,000 | 0 |
Stock-based compensation for services | 14,145,000 | 842,000 |
Subtotal of non-cash charges | 264,000 | 28,593,000 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (304,000) | (281,000) |
Other non-current assets | (734,000) | 131,000 |
Accounts payable and accrued expenses | (436,000) | 501,000 |
Related party accounts payable and accrued expenses | 4,002,000 | 7,704,000 |
Exit fee liability related to mortgage loan | (120,000) | 0 |
Renewal liability related to mortgage loan | (1,464,000) | 0 |
Net cash used in operating activities | (34,586,000) | (36,495,000) |
Cash Flows from Investing Activities: | ||
Proceeds from sale of property in the United Kingdom | 45,595,000 | 0 |
Refund of leasehold improvement related to UK construction | 0 | 220,000 |
Additional cost of leasehold improvement related to UK construction | (193,000) | 0 |
Purchase of property, plant and equipment | 0 | (8,000) |
Net cash provided by investing activities | 45,402,000 | 212,000 |
Cash Flows from Financing Activities: | ||
Proceeds from issuance of common stock and warrants in a registered direct offering, net | 1,000,000 | 8,653,000 |
Proceeds from issuance of common stock and warrants in a private offering | 23,000 | 2,117,000 |
Proceeds from private offering (shares payable) | 138,000 | 0 |
Proceeds from investor to offset subscription receivable | 100,000 | 0 |
Proceeds from exercise of warrants | 2,575,000 | 2,637,000 |
Proceeds from issuance of notes payable, net | 8,000,000 | 9,564,000 |
Proceeds from issuance of notes payable to related party | 95,000 | 2,805,000 |
Proceeds from issuance of convertible notes payable, net | 1,700,000 | 1,604,000 |
Proceeds from issuance of convertible notes payable to related party | 5,400,000 | 0 |
Repayment of notes payable | (2,350,000) | 0 |
Repayment of notes payable to related parties | (823,000) | (1,994,000) |
Repayment of convertible notes payable | (5,350,000) | (3,258,000) |
Repayment of mortgage loan | (9,758,000) | 0 |
Net cash provided by financing activities | 7,871,000 | 34,290,000 |
Effect of exchange rate changes on cash and cash equivalents | 3,420,000 | (4,761,000) |
Net increase (decrease) in cash and cash equivalents | 22,107,000 | (6,754,000) |
Cash and cash equivalents, beginning of the year | 117,000 | 6,871,000 |
Cash and cash equivalents, end of the year | 22,224,000 | 117,000 |
Supplemental disclosure of cash flow information | ||
Interest payments | (22,000) | 0 |
Supplemental schedule of non-cash investing and financing activities: | ||
Beneficial conversion feature of Series A convertible preferred stock | 0 | 276,000 |
Deemed dividends related to immediate accretion of beneficial conversion feature of Series A convertible stock | 0 | 276,000 |
Issuance of common stock for conversion of Series A convertible preferred stock | 18,929,000 | 680,000 |
Deemed dividend on conversion of Series A convertible preferred stock to common stock | 10,892,000 | 624,000 |
Beneficial conversion feature of Series B convertible preferred stock | 2,086,000 | 366,000 |
Deemed dividend related to immediate accretion of beneficial conversion feature of Series B convertible preferred stock | 2,086,000 | 366,000 |
Issuance of common stock for conversion of Series B convertible preferred stock | 19,697,000 | 0 |
Deemed dividend on conversion of Series B convertible preferred stock to common stock | 4,787,000 | 0 |
Issuance of Series A convertible preferred stock and warrants in exchange for existing warrants | 0 | 1,090,000 |
Reclassification of warrant liabilities related to warrants exercised for cash | 2,492,000 | 2,162,000 |
Reclassification of warrant liabilities related to cashless warrants exercise | 0 | 3,054,000 |
Cashless warrants exercise | 0 | 7,000 |
Conversion of share settled debt into common stock | 3,308,000 | 1,892,000 |
Issuance of common stock and warrants for conversion of debt and accrued interest | 6,480,000 | 11,979,000 |
Forgiveness of certain payables to Cognate BioServices, Inc. | 0 | 3,750,000 |
Embedded conversion features with issuance of secured convertible notes | 0 | 1,826,000 |
Warrants and contingently issuable warrants associated with convertible notes payable to related party | 4,217,000 | 0 |
Issuance of warrants in conjunction with note payable | 67,000 | 139,000 |
Accrued renewal fee incurred from mortgage loan | 500,000 | 521,000 |
Reclass between accrued interest and subscription receivable | 9,000 | 0 |
Conversion of note payable [Member] | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Debt Conversion, Converted Instrument, Amount | 500,000 | 0 |
Conversion of interest payable [Member] | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Debt Conversion, Converted Instrument, Amount | 71,000 | 0 |
Exchange 2014 Senior Convertible Notes [Member] | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Exchange 2014 Senior Convertible Notes and accrued interest for secured convertible note | 0 | 5,175,000 |
Mortgage Loan [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest payments | (1,135,000) | (1,283,000) |
Convertible Notes Payable [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest payments | (1,012,000) | (485,000) |
Supplemental schedule of non-cash investing and financing activities: | ||
Debt Conversion, Converted Instrument, Amount | 0 | 2,410,000 |
Related Party [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest payments | (27,000) | (47,000) |
Series A Preferred Stock [Member] | ||
Cash Flows from Financing Activities: | ||
Proceeds from issuance of convertible preferred stock and warrants | 527,000 | 11,293,000 |
Supplemental schedule of non-cash investing and financing activities: | ||
Debt Conversion, Converted Instrument, Amount | 6,919,000 | |
Series A Preferred Stock [Member] | Conversion of note payable [Member] | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Debt Conversion, Converted Instrument, Amount | 500,000 | |
Series A Preferred Stock [Member] | Conversion of interest payable [Member] | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Debt Conversion, Converted Instrument, Amount | 71,000 | |
Series A Preferred Stock [Member] | Convertible Notes Payable [Member] | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Debt Conversion, Converted Instrument, Amount | 500,000 | |
Series B Preferred Stock [Member] | ||
Cash Flows from Financing Activities: | ||
Proceeds from issuance of convertible preferred stock and warrants | 6,594,000 | 869,000 |
Supplemental schedule of non-cash investing and financing activities: | ||
Debt Conversion, Converted Instrument, Amount | 12,235,000 | |
Series And Series B Preferred Stock And Warrants [Member] | ||
Supplemental schedule of non-cash investing and financing activities: | ||
Debt Conversion, Converted Instrument, Amount | $ 0 | $ 21,963,000 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2018 | |
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, Aracaris Ltd 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 experimental dendritic cell vaccines using its platform technology known as DCVax®. DCVax is being tested in clinical trials for use in the treatment of certain types of cancers. Cognate BioServices, Inc. (“Cognate BioServices”), a company which was related by common ownership until a management buyout of Cognate occurred on February 6, 2018, 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 for North America. Advent BioServices, Ltd (“Advent”) provides such services for the U.K. and Europe. Advent was formerly the U.K. branch of Cognate BioServices. Advent is a related party owned by Toucan Capital Fund III, who also owned Cognate BioServices prior to the management buyout. The Company and Cognate BioServices, and the Company and Advent BioServices, are currently parties to a series of contracts providing for these services as more fully described below. The 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 dedicated 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. |
Financial Condition, Going Conc
Financial Condition, Going Concern and Management Plans | 12 Months Ended |
Dec. 31, 2018 | |
Liquidity [Abstract] | |
Financial ConditionGoing Concern and Management Plans [Text Block] | 2. Financial Condition, Going Concern and Management Plans The Company has incurred annual net operating losses since its inception. As of December 31, 2018, the Company had an accumulated deficit of $ 824.4 35.8 73.1 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 within one year from the date of this filing. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements of the Company were prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of the wholly owned subsidiaries in Germany and the United Kingdom. All intercompany transactions and accounts have been eliminated in consolidation. Consolidation The Company’s policy is to consolidate all entities in which it can vote a majority of the outstanding voting stock. In addition, the Company consolidates entities which meet the definition of a variable interest entity (VIE) for which the Company is the primary beneficiary, if any. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the VIE. Cash and Cash Equivalents Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage (“FDIC”) of $ 250,000 Property, Plant and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided for using straight-line methods, in amounts sufficient to charge the cost of depreciable assets to operations over their estimated service lives. Repairs and maintenance costs are charged to operations as incurred. The Company assesses its long-lived assets for impairment whenever facts and circumstances indicate that the carrying amounts may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining lives of such assets. If these projected undiscounted net future cash flows are less than the carrying amounts, an impairment loss would be recognized, resulting in a write-down of the assets with a corresponding charge to earnings. The impairment loss is measured based upon the difference between the carrying amounts and the fair values of the assets. Assets to be disposed of are reported at the lower of the carrying amounts or fair value less cost to sell. Management determines fair value using the discounted cash flow method or other accepted valuation techniques. Accordingly, during the years ended December 31, 2018 and 2017, an assessment was undertaken to determine whether the assets of the Company might be impaired. From time to time the Company asks its real estate experts in the U.K. to provide a valuation of its U.K. property. The Company’s estimate of undiscounted cash flows indicated that such carrying amounts were expected to be recovered, and therefore there was no impairment as of December 31, 2018 and 2017. Of course, it is possible that the estimate of undiscounted cash flows could change at some time in the future, resulting in a need at that time to write down such assets to fair value. Use of Estimates In preparing 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, estimating the fair value of financial instruments recorded as derivative liabilities, useful lives of depreciable assets and whether impairment charges may apply, and the fair value of environmental remediation liabilities. Fair Value of Financial Instruments ASC 820, Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. 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 consolidated 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. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the Statement of Operations. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company record a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid-in capital) and amortized to interest expense over the life of the debt. Sale and Leaseback Transactions The Company accounts for the sale and leaseback of the UK manufacturing facility in accordance with ASC 840-40. Gains on sale leaseback transactions are recognized at the time of sale if the fair value of the property sold is more than the net book value of the property. Gains on sale and leaseback transactions are deferred and amortized over the remaining lease term. On December 14, 2018, the Company completed the sale and leaseback of the real estate assets associated with U.K. manufacturing facility for proceeds of $45.6 million, net of closing costs. Approximately $ 4.7 3.3 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 reduction in the liability resulting from the completion of the clean-up is included in other income. As previously reported, in December 2018, the Company sold the U.K. property which had involved a possibility of certain environmental liability. Following that sale, the Company no longer has such environmental liability as of December 31, 2018. Foreign Currency Translation and Transactions The Company has operations in Germany and the United Kingdom in addition to the U.S. The Company translated its assets and liabilities into U.S. dollars using end of period exchange rates and revenues and expenses are translated into U.S. dollars using weighted average rates. Foreign currency translation adjustments are reported as a separate component of accumulated other comprehensive income (loss) within stockholders’ equity deficit. The Company converts receivables and payables denominated in other than the Company’s functional currency at the exchange rate as of the balance sheet date. The resulting transaction exchange gains or losses related to intercompany receivable and payables, are included in other income and expense. Comprehensive Loss The Company reports comprehensive loss and its components in its consolidated financial statements. Comprehensive loss consists of net loss and foreign currency translation adjustments, affecting stockholders’ equity deficit that, under U.S, GAAP, is excluded from net loss. Revenue Recognition The Company recognizes revenue in accordance with the terms stipulated under the patient service contract. In various situations, the Company receives certain payments for DCVax®-L for patient treatment. These payments are non-refundable, and are not dependent on the Company’s ongoing future performance. Due to potential collectability issues with patients, the Company has adopted a policy of recognizing these payments as revenue when received. Accrued Outsourcing Costs Substantial portions of our preclinical studies and clinical trials are performed by third-party laboratories, medical centers, contract research organizations and other vendors (collectively “CROs”). These CROs generally bill monthly or quarterly for services performed, or bill based upon milestones achieved. For clinical studies, expenses are accrued when services are performed. The Company monitors patient enrollment, the progress of clinical studies and related activities through internal reviews of data that is tracked by the CROs under contractual arrangements, correspondence with the CROs and visits to clinical sites. 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. Income Taxes The Company evaluates its tax positions and estimates its current tax exposure along with assessing temporary differences that result from different book to tax treatment of items not currently deductible for tax purposes. These differences result in deferred tax assets and liabilities on the Company’s Consolidated Balance Sheets, which are estimated based upon the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates that will be in effect when these differences reverse. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the Company’s Consolidated Statements of Comprehensive Loss become deductible expenses under applicable income tax laws or loss or credit carryforwards are utilized. Accordingly, realization of the Company’s deferred tax assets is dependent on future taxable income against which these deductions, losses and credits can be utilized. The Company must assess the likelihood that the Company’s deferred tax assets will be recovered from future taxable income, and to the extent the Company believes that recovery is not more likely than not, the Company must establish a valuation allowance. Management judgment is required in determining the Company’s provision for income taxes, the Company’s deferred tax assets and liabilities and any valuation allowance recorded against the Company’s net deferred tax assets. Excluding foreign operations, the Company recorded a full valuation allowance at each balance sheet date presented because, based on the available evidence, the Company believes it is more likely than not that it will not be able to utilize all of its deferred tax assets in the future. The Company intends to maintain the full valuation allowance until sufficient evidence exists to support the reversal of the valuation allowance. Stock Based Compensation The Company expenses stock-based compensation to employees and Board members over the requisite service period based on the estimated grant-date fair value of the awards. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. For stock-based compensation awards to non-employees, the Company re-measures the fair value of the non-employee awards at each reporting period prior to vesting and finally at the vesting date of the award. Changes in the estimated fair value of these non-employee awards are recognized as compensation expense in the period of change. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term - The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term. Expected Volatility - The Company computes stock price volatility over expected terms based on its historical common stock trading prices. Risk-Free Interest Rate - The Company bases the risk-free interest rate on the implied yield available on U. S. Treasury zero-coupon issues with an equivalent remaining term. Expected Dividend - The Company has never declared or paid any cash dividends on its common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models. Effective on January 1, 2017, the Company recognizes forfeitures when they occur. Ultimately, the actual expenses recognized over the vesting period will be for those shares that vested. Prior to making this election, the Company estimated a forfeiture rate for awards at 0%, as the Company did not have a significant history of forfeitures. Debt Extinguishment The Company accounts for the income or loss from extinguishment of debt by comparing the difference between the reacquisition price and the net carrying amount of the debt being extinguished and recognizes this as gain or loss when the debt is extinguished. The gain or loss from debt extinguishment is recorded in the consolidated statements of operations under “other income (expense)” as loss from extinguishment of convertible debt. Share-settled Debt Share-settled debt may settle by providing the holder with a variable number of shares with an aggregate fair value equaling the debt principal outstanding. (In some cases, a discount to the fair value of the share price may be used to determine the number of shares to be delivered, resulting in settlement at a premium.) Share-settled debt was analyzed to determine that the share settled debt does not contain a beneficial conversion feature or contingent beneficial conversion feature. Share-settled debt is recorded at fair value. Convertible Preferred Stock Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. The Company classifies conditionally redeemable preferred shares, which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity (‘mezzanine’) until such time as the conditions are removed or lapse. 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 and convertible preferred stock. Loss per Share Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus dilutive potential common shares outstanding using the treasury stock method. Any potentially dilutive securities are anti-dilutive due to the Company’s net losses. For the years presented, there is no difference between the basic and diluted net loss per share. Segments The Company operates in one reportable segment and, accordingly, no segment disclosures have been presented herein. Adoption of Recent Accounting Standards Revenue from Contracts with Customer In April 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-10 to clarify the implementation guidance on licensing and the identification of performance obligations consideration included in ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which is also known as ASC 606, was issued in May 2014 and outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In March 2016, the FASB issued ASU 2016-08 to provide amendments to clarify the implementation guidance on principal versus agent considerations. The Company implemented the standard on the effective date of January 1, 2018 on a modified retrospective basis to contracts which were not completed as of this date. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements as we did not have any unrecognized transaction price, or any remaining performance obligations under the Company’s patient service contracts. Payments from patients are non-refundable, and are not dependent on the Company’s ongoing future performance. Due to potential collectability issues with patients, the Company has adopted a policy of recognizing these payments as revenue when received. Recognition and Measurement of Financial Assets and Financial Liabilities In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . ASU 2016-01 requires equity investments to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the accompanying notes to the financial statements; and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU 2016-01 will be effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company has adopted this guidance during the quarter ended March 31, 2018. The adoption of this update did not impact the Company’s consolidated financial statements and related disclosures. Statement of Cash Flows In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments, which addresses specific cash flow classification issues where there is currently diversity in practice including debt prepayment and proceeds from the settlement of insurance claims. ASU 2016-15 is effective for annual periods beginning after December 15, 2017, with early adoption permitted. The Company adopted ASU No. 2016-15 as of January 1, 2018. The adoption of this update did not impact the Company’s consolidated financial statements and related disclosures. Compensation-Stock Compensation In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting , which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The Company adopted ASU 2017-09 as of December 31, 2018. The adoption of this standard did not impact the Company’s consolidated financial statements. Accounting for Certain Financial Instruments with Down Round Features In July 2017, the FASB has issued a two-part ASU No. 2017-11, (i). Accounting for Certain Financial Instruments with Down Round Features and (ii) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception which simplifies the accounting for certain financial instruments with down round features, a provision in an equity-linked financial instrument (or embedded feature) that provides a downward adjustment of the current exercise price based on the price of future equity offerings. It is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company adopted this standard on its consolidated financial statements and disclosures as of January 1, 2019, and given its sequencing policy in effect as of October 13, 2016, the impact of this standard was not material. Improvements to Non-employee Share-Based Payment Accounting In June 2018, the FASB issued ASU 2018-07 “Improvements to Nonemployee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company adopted this standard on its consolidated financial statements as of January 1, 2019, and the adoption did not have a material impact on its consolidated financial statements. SEC Disclosure Update and Simplification In August 2018, the Security Exchange Commission (SEC) adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification,” amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule was effective on November 5, 2018. The adoption did not have a material impact on its consolidated financial statements. Recent Accounting Standards to Be Adopted Leases In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) which supersedes ASC Topic 840, Leases. ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability on their balance sheets for all the leases with terms greater than twelve months. Based on certain criteria, leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the income statement. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements” that allows entities to apply the provisions of the new standard at the effective date (e.g. January 1, 2019), as opposed to the earliest period presented under the modified retrospective transition approach (January 1, 2017) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The modified retrospective approach includes a number of optional practical expedients primarily focused on leases that commenced before the effective date of Topic 842, including continuing to account for leases that commence before the effective date in accordance with previous guidance, unless the lease is modified. The Company is currently evaluating the effect the guidance will have on its Consolidated Financial Statements. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 4. Fair Value Measurements In accordance with ASC 820 (Fair Value Measurements and Disclosures), the Company uses various inputs to measure the outstanding warrants and certain embedded conversion feature associated with convertible debt on a recurring basis to determine the fair value of the liability. ASC 820 also establishes a hierarchy categorizing inputs into three levels used to measure and disclose fair value. The hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to unobservable inputs. An explanation of each level in the hierarchy is described below: Level 1 – Unadjusted quoted prices in active markets for identical instruments that are accessible by the Company on the measurement date Level 2 – Quoted prices in markets that are not active or inputs which are either directly or indirectly observable Level 3 – Unobservable inputs for the instrument requiring the development of assumptions by the Company The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2018 and 2017 (in thousands): Fair value measured at December 31, 2018 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs December 31, 2018 (Level 1) (Level 2) (Level 3) Warrant liability $ 29,995 $ - $ - $ 29,995 Embedded conversion feature 357 - - 357 Total fair value $ 30,352 $ - $ - $ 30,352 Fair value measured at December 31, 2017 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs December 31, 2017 (Level 1) (Level 2) (Level 3) Warrant liability $ 40,171 $ - $ - $ 40,171 Embedded conversion feature 2,608 - - 2,608 Share-settled debt (in default) 3,308 - - 3,308 Total fair value $ 46,087 $ - $ - $ 46,087 There were no transfers between Level 1, 2 or 3 during the years ended December 31, 2018 and 2017. The following table presents changes in Level 3 liabilities measured at fair value for the years ended December 31, 2018 and 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 private offering 19,623 - - 19,623 Debt conversion 7,543 - - 7,543 Issuance of debt 139 - - 139 Cognate accounts payable settlement 11,204 - - 11,204 Modification of warrant liabilities 3,048 - - 3,048 41,557 - - 41,557 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 (2,162 ) - - (2,162 ) Extinguishment of warrant liabilities related to cashless warrants exercise (3,054 ) - - (3,054 ) Conversion of share-settled debt - - (1,892 ) (1,892 ) Change in fair value (1,032 ) 3,610 - 2,578 Balance – December 31, 2017 40,171 2,608 3,308 46,087 Warrants granted 10,066 - - 10,066 Bifurcated embedded derivative liability - 351 351 Extinguishment of warrant liabilities related to warrants exercised for cash (2,492 ) - - (2,492 ) Conversion of share-settled debt - - (3,308 ) (3,308 ) Extinguishment of derivative liabilities related to repayment of debt - (2,049 ) - (2,049 ) Change in fair value (17,750 ) (553 ) (18,303 ) Balance – December 31, 2018 $ 29,995 $ 357 $ - $ 30,352 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 December 31, 2018 and 2017 is as follows: As of December 31, 2018 As of December 31, 2017 Warrant Embedded Warrant Embedded Liability Conversion Feature Liability Conversion Feature Strike price $ 0.29 $ 0.44 $ 0.31 $ 0.50 Contractual term (years) 2.2 1.5 2.6 2.5 Volatility (annual) 85 % 85 % 110 % 102 % Risk-free rate 3 % 3 % 2 % 2 % Dividend yield (per share) 0 % 0 % 0 % 0 % |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 5. Stock-based Compensation Stock Options The following table summarizes stock option activity for the Company’s option plans during the years ended December 31, 2018 and 2017 (amount in thousands, except per share number): Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Total Intrinsic Value Outstanding as of January 1, 2017 1,551 $ 10.56 1.9 $ - Granted 11,343 0.25 4.5 - Forfeited/expired (238 ) 9.90 - - Outstanding as of December 31, 2017 12,656 1.32 4.1 - Granted 100,090 0.23 9.3 - Forfeited/expired (12,587 ) 1.27 - - Outstanding as of December 31, 2018 100,159 $ 0.24 9.3 $ - Options vested and exercisable 81,972 $ 0.24 9.3 $ - 2018 Grants During the year ended December 31, 2018, the Company issued options to certain directors, officers and consultants (collectively, the “Options”). The Options are subject to vesting requirements. 50% of the Options were vested on the grant date, and the remaining 50% of the Options are vesting monthly over a period of 24 months following the Board approvals of the Options, subject to acceleration upon the occurrence of certain achievement milestones. A performance milestone was achieved and the Company accelerated vesting on 25% of these outstanding Options. On November 18, 2018, the disinterested members of the Company’s Board of Directors (the “Board”) approved an increase of the equity compensation option pool to reflect increases in the numbers of issued and outstanding shares since the prior equity awards were made. This incremental increase added approximately 3.1 million options to the pool. The incremental options are being issued in individual awards which are in the process of being implemented in individual agreements, including with respect to certain conditions such as vesting over 4 years, subject to potential acceleration events, and, in the case of the independent directors, shareholder approval of the awards. The exercise price of the options will be $0.25, in accordance with the prior trading day’s closing price, and the exercise period will be 10 years. 2017 Grants 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 million Shares and Dr. Boynton received Options exercisable for approximately 3.4 million Shares. The Options are exercisable at a price of $0.25 per share, and have a 5-year exercise period. The exercise period of the Options was extended to 10 years during Q1 2018. The Options granted to Dr. Bosch and Dr. Boynton are subject to vesting requirements. 50% of the Options were vested on the grant date, and 50% are vesting 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. Modification of Stock Options As noted above, in January 2018, the Board approved extension of the exercise period for options that were granted to Dr. Alton Boyton and Dr. Marnix Bosch on June 13, 2017, from 5 years to 10 years to conform to the exercise period of other employee options. The Company accounted for the modification as a Type I (probable-to-probable) modification and the incremental cost was approximately $0.3 million. The following assumptions were used to compute the fair value of stock options granted during the years ended December 31, 2018 and 2017: For the years ended December 31, 2018 2017 Exercise price $ 0.23 $ 0.25 Expected term (years) 5.2 2.8 Expected stock price volatility 96 % 96 % Risk-free rate of interest 3 % 2 % The following table summarizes stock-based compensation expense related to stock options for the years ended December 31, 2018 and 2017 (in thousands): For the years ended December 31, 2018 2017 Research and development $ 1,743 $ 568 General and administrative 12,367 - Total stock-based compensation expense $ 14,110 $ 568 The weighted average grant date fair value was approximately $ 16.3 1.6 1.7 |
Sale and Leaseback Transactions
Sale and Leaseback Transactions in the U.K. | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Sale Leaseback Transactions [Text Block] | 6. Sale and Leaseback Transactions in the U.K. On December 14, 2018, the Company completed the transactions, involving the Company’s U.K. property: the sale of most of the property for approximately $47.2 million in gross proceeds, the retention of the Company’s ownership of 17 acres of the property, and the lease-back of the 87,000 square foot manufacturing facility which the Company has been developing on the property, together with adjacent areas, for 20 years with a renewal option for another 20 years on favorable terms. Total gain from the sale was approximately $8.0 million, of which the Company recognized approximately $3.3 million upfront gain on the closing date in December 2018, and approximately $4.7 million of the gain has been deferred. The Company recorded the following amounts on December 14, 2018, resulting in a gain of $3.3 million on the sale of the U.K. property calculated as the difference between the consideration amount for the assets and the net carrying amount of the assets and liabilities extinguished. The following sets forth the calculation of the gain on sale as of the closing (in thousands): Cash consideration received, net of fees $ 45,595 Extinguishment of environmental liability 6,200 Land and buildings – carrying value (45,168 ) Accumulated depreciation costs written off 1,397 Deferred profit on sale-leaseback transaction (4,748 ) Gain from sale of property in the United Kingdom $ 3,276 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 7. Property, Plant and Equipment Property, plant and equipment consist of the following at December 31, 2018 and 2017 (in thousands): December 31, December 31, Estimated 2018 2017 Useful Life Leasehold improvements $ 81 $ 81 Lesser of lease term or estimated useful life Office furniture and equipment 25 25 3 Computer equipment and software 599 622 3 705 728 Less: accumulated depreciation (683 ) (559 ) Total property, plant and equipment, net $ 22 $ 169 Land in the United Kingdom $ 86 $ 29,003 NA Buildings in the United Kingdom - 18,601 15 Less: accumulated depreciation - (285 ) Total facilities in the United Kingdom, net $ 86 $ 47,319 Depreciation expense was approximately $1.3 million and $0.4 million for the years ended December 31, 2018 and 2017, respectively. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 8. Notes Payable The following two tables summarize outstanding debt as of December 31, 2018 and 2017, respectively (amount in thousands): Stated Fair Value of Interest Conversion Remaining Embedded Carrying Maturity Date Rate Price Face Value Debt Discount Conversion Option Value Short term convertible notes payable 6% unsecured (1) Due 6 % $ 3.09 $ 135 $ - $ - $ 135 10% unsecured (2) 10/18/2019 10 % $ 0.22 500 (43 ) - 457 18% unsecured (3) In Default 18 % $ 0.21 914 - 357 1,271 1,549 (43 ) 357 1,863 Short term convertible notes payable - related party 10% unsecured (4) On Demand 10 % $ 0.23 5,400 - - 5,400 Short term notes payable 8% unsecured (5) 6/20/2019 and 12/12/2019 8 % N/A 3,840 (383 ) - 3,457 10% unsecured (9) Various 10 % N/A 3,658 (400 ) 3,258 12% unsecured (10) Various 12 % N/A 440 - - 440 7,938 (783 ) - 7,155 Short term notes payable - related parties 10% unsecured - Related Parties (12) On Demand 10 % N/A 324 - - 324 12% unsecured - Related Parties (12) On Demand 12 % N/A 69 - - 69 393 - - 393 Long term notes payable 8% unsecured (16) 2/13/2020 8 % N/A 1,155 (119 ) - 1,036 5% unsecured (17) 1/13/2020 10 % N/A 1,000 (50 ) - 950 2,155 (169 ) - 1,986 Ending balance as of December 31, 2018 $ 17,435 $ (995 ) $ 357 $ 16,797 Stated Remaining Fair Value of Interest Conversion Debt (Discount)/ Embedded Carrying Maturity Date Rate Price Face Value Premium Conversion Option Value Short term convertible notes payable 6% unsecured (1) Due 6 % $ 3.09 $ 135 $ - $ - $ 135 Short term notes payable 8% unsecured (6) 9/3/2018 and 12/5/2018 8 % N/A 2,007 355 - 2,362 8% unsecured (7) 6/30/2018 8 % N/A 1,655 (103 ) - 1,552 10% unsecured (8) On Demand 10 % N/A 650 - - 650 12% unsecured (10) On Demand 12 % N/A 440 (82 ) - 358 8% unsecured (11) On Demand 8 % N/A 2,200 - - 2,200 6,952 170 - 7,122 Short term notes payable - related parties 10% unsecured - Related Parties (12) On Demand 10 % N/A 1,071 - - 1,071 12% unsecured - Related Parties (12) On Demand 12 % N/A 50 - - 50 1,121 - - 1,121 Share-settled debt, at fair value (13) In Default 18 % $ 0.24 3,308 - - 3,308 Short term mortgage loan (14) 8/16/2018 & 11/16/18 12 % N/A 11,629 (403 ) - 11,226 Long term convertible notes payable 12% secured convertible notes (15) 06/21/20 12 % $ 0.50 5,350 (1,948 ) 2,608 6,010 Long term notes payable 8% unsecured (5) 06/20/19 8 % N/A 2,880 (373 ) - 2,507 Ending balance as of December 31, 2017 $ 31,375 $ (2,554 ) $ 2,608 $ 31,429 (1) This $135,000 note as of December 31, 2018 and December 31, 2017 consists of two separate 6% notes in the amounts of $110,000 and $25,000. In regard to the $110,000 note, the Company has made ongoing attempts to locate the creditor to repay or convert this note, but has been unable to locate the creditor to date. In regard to the $25,000 note, the holder has elected to convert these notes into equity, the Company has delivered the applicable conversion documents to the holder, and the Company is waiting for the holder to execute and return the documents. (2) On October 18, 2018, the Company entered into an Unsecured Convertible Promissory Note Agreement Plus Warrant (the “Note”) with an individual investor (the “Holder”) for an aggregate principal amount of $500,000. The Note bore interest at a rate of 10% per annum and is convertible at a conversion price of $0.22 per share of common stock. The Note is due and payable on October 18, 2019. Upon issuance of the Note, the Holder received a 2-year warrant to purchase 714,286 common shares of the Company at an exercise price of $0.35 per share (the “Warrants”). The fair value of the Warrants on the issuance date was approximately $57,000 using the Black-Scholes Model, which was recorded as a discount with a corresponding credit to warrant liabilities. (3) On May 1, 2018, the Company entered into a Convertible Secured Full Recourse Redeemable Note Agreement (the “Secured Note”) of $1.4 million with an existing investor, who is currently holding certain share-settled debt of the Company. The Secured Note included an original issue discount of $0.1 million and $50,000 legal cost that was reimbursable to the investor. The Secured Note was due on August 25, 2018 and is currently in default. The Secured Note currently bears a default interest rate at 18%. Due to the events of default, the holder is entitled to convert all or any amount of the outstanding principal amount and interest into shares of the common stock of the Company without restrictive legend of any nature. The conversion price is equal to 90% of the average of the 5 lowest daily VWAP of the Company’s common stock during the 15 consecutive trading days immediately preceding the conversion date. The Company recorded $351,000 interest expenses related to embedded derivative liabilities as of the maturity date of the Secured Note and revalued at $357,000 as of December 31, 2018. The Company recognized interest expense of approximately $ 189,000 The accrued interest associated with the Secured Note was approximately $111,000 as of December 31, 2018. (4) Between February 2018 and April 2018, the Company’s Chief Executive Officer, Linda Powers, loaned the Company aggregate funding of $5.4 million, and the Company entered into convertible note agreements for this amount (the “Convertible Notes”). The Convertible Notes bear interest rate at 10% per annum, and are repayable upon 15 notice from the holder (and in any event no later than five years from the date of the Convertible Notes). The principal and interest of the Convertible Notes are convertible into Series B Preferred Stock at conversion price of $2.30 per share, and each share of Series B Preferred Stock is convertible into 10 shares of common stock. Additionally, the Convertible Notes carry Class D-2 Warrants, with half of the Class D-2 Warrants due and issuable when the loan was provided, and half of the Class D-2 Warrants due on a proportional basis in the event of conversion of some or all of the Note. The Class D-2 Warrants have five-year term. The Company issued 23.5 million Class D-2 Warrants with an exercise price of $0.30, including 11.7 million contingently issuable warrants, which will be issued upon Mrs. Powers conversion of the Convertible Notes. The fair value of the warrants was approximately $4.2 million, which was recorded as debt discount at the issuance date. The Company recorded $4.2 million interest expense as amortization on the debt discount immediately due to the term of the Convertible Notes, which are on demand. The accrued unpaid interest associated with the Convertible Notes was approximately $451,000 as of December 31, 2018. (5) This $3.8 million note as of December 31, 2018 consists of two separate 8% notes in the amounts of $1.2 million and $2.6 million. During the year ended December 31, 2018, the Company converted approximately $1.9 million principal and $0.3 million accrued interest into approximately 13.1 million shares of common stock at fair value of $3.1 million. The Company recorded an approximate $0.9 million debt extinguishment loss from this conversion. (6) This $2.0 million note as of December 31, 2017 consists of two separate 8% notes in the amounts of $1.1 million and $0.9 million. Both notes were fully converted to the common shares as of December 31, 2018. During the year ended December 31, 2018, the Company converted approximately $2.0 million principal and $75,000 accrued interest into approximately 10.4 million shares of common stock at fair value of $2.5 million. The Company recorded an approximate $0.4 million debt extinguishment loss from this conversion. During the year ended December 31, 2017, the Company converted approximately $0.4 million principal and $15,000 accrued interest into approximately 3.0 million shares of common stock at fair value of $0.6 million. The Company recorded an approximate $0.2 million debt extinguishment loss from this conversion. (7) 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 year ended December 31, 2018, the Company entered into multiple exchange agreement with the Note holder to convert approximately $1.7 million principal and $33,000 accrued interest into approximately 6.8 million shares of common stock at fair value of $1.8 million. The Company recorded approximately $0.1 million debt extinguishment loss from this conversion During the year ended December 31, 2017, the Company entered into multiple exchange agreement with the Note holder to convert approximately $1.7 million principal and $0.2 million accrued interest into approximately 13.1 million shares of common stock at fair value of $2.7 million. The Company recorded approximately $0.8 million debt extinguishment loss from this conversion (8) In 2017, the Company entered two promissory note agreements (the “Notes”) with certain investors for an aggregate principal amount of $650,000. The Notes bore interest at 10% per annum, and were payable upon demand. During the year ended December 31, 2018, the Company agreed to take the proceeds from the $500,000 note and $12,000 accrued interest to offset certain Series A convertible preferred stock subscription receivable. During the year ended December 31, 2018, the Company made $150,000 principal payment and $22,000 interest payment. (9) Between October 1, 2018 and November 7, 2018, the Company entered into multiple one-year promissory notes (the “Notes”) with multiple holders (the “Holders”) for an aggregate principal amount of $3.7 million. The notes included approximately $0.2 million OID. The Notes bore interest at 10% per annum. Upon issuance of the Notes, each of the Holders also received a 2-year warrant (the “Warrants”) to purchase 5.8 million common shares at an exercise price of $0.35 per share. The fair value of the Warrants on the issuance date was approximately $0.5 million using the Black-Scholes Model, which was recorded as a discount with a corresponding credit to warrant liabilities. During the year ended December 31, 2018, the Company recognized interest expense of approximately $0.3 million resulting from amortization of debt discount for the Notes. The remaining debt discount as of December 31, 2018 was approximately $0.4 million. The accrued interest associated with the Note was approximately $64,000 as of December 31, 2018. (10) During the year ended December 31, 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 fair value of the Warrants on the issuance date was approximately $139,000 using the Black-Scholes Model, which was recorded as a discount with a corresponding credit to warrant liabilities. During the year ended December 31, 2018 and 2017, the Company recognized interest expense of approximately $82,000 and $57,000 resulting from amortization of debt discount for the Notes, respectively. (11) On December 29, 2017, the Company entered into a promissory note agreement (the “Note”) with a third party for principal amount of $2.2 million. The Note bore interest at 8% per annum, and is payable upon demand. The Note was fully repaid in January 2018. (12) Related Party Notes Goldman Notes In 2017, Leslie J. Goldman, an officer of the Company, loaned the Company an aggregate amount of $1.3 million pursuant to certain Demand Promissory Note Agreements. On January 3, 2018, Mr. Leslie loaned the Company an additional $30,000 (collectively the “Goldman Notes”). Approximately $0.5 million of the Goldman Notes bear interest at the rate of 12% per annum, and $0.8 million of the Goldman Notes bear interest at the rate of 10% per annum. During the year ended December 31, 2017, the Company made an aggregate principal payment of $1.2 million 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 $0.3 million outstanding debt incurred during the year ended December 31, 2016. During the year ended December 31, 2018, the Company made an aggregate principal payment of $0.4 million on the Goldman Notes. The outstanding principal amount for the Goldman Notes was approximately $69,000 and $0.4 million as of December 31, 2018 and December 31, 2017, respectively. There was approximately $73,000 accrued interest associated with the Goldman Notes which remained unpaid and due as of December 31, 2018. Toucan Notes In 2017, Toucan Capital Fund III loaned the Company an aggregate amount of $1.2 million 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 year ended December 31, 2017, the Company made an aggregate principal payment of approximately $0.8 million on the Toucan Notes. During the year ended December 31, 2018, the Company made an aggregate principal payment of approximately $0.4 million on the Toucan Notes. In addition, the Company also made a partial interest payment of $18,000. All principal was repaid as of December 31, 2018. There was approximately $46,000 remaining of unpaid interest as of December 31, 2018. Board of Directors Notes In 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. On November 28, 2018, the Company made a partial payment of $40,000 to the Note held by Mr. Farmer. The outstanding principal amount and accrued interest for the Notes as of December 31, 2018 were approximately $260,000 and $51,000, respectively. The Notes were fully paid back in January 2019. Advent BioServices Note On September 26, 2018, Advent BioServices, a related party which was formerly part of Cognate BioServices and was spun off separately as part of an institutional financing of Cognate, provided a short-term loan to the Company in the amount of $65,000. The loan bears interest at 10% per annum, and is payable upon demand, with 7 days’ prior written notice to the Company. (13) During the year ended December 31, 2018 and 2017, the holder of the Company’s share-settled debt converted approximately $3.3 million and $1.9 million of outstanding share-settled debt, respectively. The Holder has also forgiven the outstanding interest of approximately $1.4 million, which was recorded as gain from debt extinguishment during the year ended December 31, 2018. (14) Upon the closing of sale of property in U.K. on December 14, 2018 (see Note 6), the two mortgage loans held by the Company were fully paid back as of December 31, 2018. The Company’s senior convertible notes secured by the mortgage loans were also paid back on December 14, 2018 (see note (15) below). The Company recorded debt extinguishment loss of approximately $0.4 million resulting from written off remaining unamortized deferred financing cost. The table below summarizes details the break down for the senior mortgage payment on December 14, 2018 (amount in thousands): Principal $ 9,758 Exit fee liability 120 Renewal fee 1,464 Other expenses 39 Total mortgage payment $ 11,381 (15) These long-term secured convertible notes (the “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 Notes are secured by the property owned by the Company in the U.K., and not by any other assets of the Company. The 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. On December 14, 2018, upon the closing of sale of U.K. property (see note 6), the Company made full repayment on the Notes including outstanding interest of approximately $1.0 million. Additionally, the embedded conversion feature associated with the Notes, which had been revalued as of December 14, 2018 to approximately $2.0 million (see note 4), and the remaining unamortized debt discount were written off. The Company recorded approximately $0.7 million debt extinguishment gain. The tables below summarize the detail for the Notes payment on December 14, 2018 (amount in thousands): Principal amount $ 5,350 Accrued interest 1,012 Total cash payment $ 6,362 Remaining unamortized debt discount $ (1,374 ) Embedded derivative liability 2,049 Gain on debt extinguishment $ 675 (16) On August 13, 2018, the Company entered into a note purchase agreement (the “Note”) with an individual investor for an aggregate principal amount of $1,155,000. The Note bears interest at 8% per annum with a 2-year term. The Note carries an aggregated original issue discount of $150,000 and $5,000 for legal costs that were reimbursable to the investor. During the year ended December 31, 2018, no repayments have been made on the Note. The remaining debt discount and accrued interest associated with the Note as of December 31, 2018 was $119,000 and $36,000, respectively (17) On August 13, 2018, the Company entered into an 18 month Note with an institutional investor at a 5% annual interest rate for $1.0 million with principal and interest payable on the maturity date of January 13, 2020. Upon issuance of the Note, the investor received a 2-year, 50% warrant containing 833,333 exercise shares (the “Warrants”) at an exercise price of $0.60 per share. The Warrants had fair value of approximately $67,000 on the grant date, which was recorded as debt discount. The Note also includes a prepayment provision. The following table summarizes total interest expenses related to senior convertible notes, share-settled debt, other notes and mortgage loans for the years ended December 31, 2018 and 2017, respectively (in thousands): For the years ended December 31, 2018 2017 Interest expenses related to 2014 Senior convertible notes: Contractual interest $ - $ 424 Amortization of debt issuance costs - 175 Total interest expenses related to senior convertible notes - 599 Interest expenses related to other notes: Contractual interest 2,265 1,924 Amortization on debt premium (355 ) 407 Amortization of debt discount 6,210 846 Total interest expenses related to other notes 8,120 3,177 Interest expenses related to mortgage loan: Contractual interest 1,174 1,263 Amortization of debt issuance costs 496 495 Total interest expenses on the mortgage loan 1,670 1,758 Interest expenses related to Series A convertible preferred stock 68 - Other interest expenses 13 11 Total interest expense $ 9,871 $ 5,545 |
Net Loss per Share Applicable t
Net Loss per Share Applicable to Common Stockholders | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 9. Net Loss per Share Applicable to Common Stockholders Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share is computed similar to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. The following 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 years ended December 31, 2018 2017 Series A convertible preferred stock - 97,200 Series B convertible preferred stock - 55,819 Common stock options 100,159 12,656 Common stock warrants - equity treatment - 30,838 Common stock warrants - liability treatment 360,414 289,568 Contingently issuable warrants 11,739 - Share-settled debt and accrued interest, at fair value - 18,211 Convertible notes and accrued interest 32,954 15,735 Potentially dilutive securities 505,266 520,027 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 10. Related Party Transactions Cognate BioServices, Inc. The Company and Cognate BioServices entered into a DCVax-L Manufacturing Services Agreement and a DCVax-Direct Manufacturing Services Agreement, both effective January 17, 2014, and those Agreements followed and superseded Manufacturing Services Agreements in 2011 and 2007. The 2007 and 2011 Agreements had provided for baseline charges to the Company per month for dedicated manufacturing capacity, and the 2014 DCVax-L and DCVax-Direct Manufacturing Services Agreements also provide for such baseline charges. These minimum charges reflect the fact that the manufacturing suites and capacity that are going to be used for production of the Company’s DCVax products ideally must be dedicated exclusively to the DCVax products and cannot be used to produce numerous different clients’ products in batches on a “campaign” basis, as is usually the case in contract manufacturing facilities. See description in Note 1 above. The capacity charges in the DCVax-L and DCVax-Direct Agreements entered into in January 2014 were increased in connection with the expansion of DCVax-L and DCVax-Direct production needed for the Company’s growing programs and requested by the Company. Under the January 17, 2014 DCVax®-L Manufacturing Services Agreement and the DCVax-Direct Agreement, a new set of provisions apply going forward to any shut down or suspension. Under these provisions, the Company will be contingently obligated to pay certain fees to Cognate BioServices (in addition to any other remedies) if the Company shuts down or suspends its DCVax-L program or DCVax-Direct program. For a shut down or suspension of the DCVax-L program, the fees will be as follows: 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 million. At any time after receiving the equivalent of a marketing authorization for DCVax®-L in any jurisdiction, the fee shall be $5 million. For a shut down or suspension of the DCVax-Direct program, the fees will be as follows: Prior to the last dose of the last patient enrolled in the Phase I/II trial for DCVax®-Direct, the fee shall be $1.5 million. 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 million. 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 million. At any time after receiving the equivalent of a marketing authorization for DCVax®-Direct in any jurisdiction the fee shall be $5.0 million. As of December 31, 2018, no shut-down or suspension fees were triggered. In addition, 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. Settlements of 2016 and 2017 Obligations to Cognate; On December 31, 2017, the Company and Cognate entered into settlement agreements with Cognate BioServices, Inc. (the “Cognate Settlement Agreement”) for unpaid invoices and obligations for 2016 and 2017 (the “Cognate Obligations”) and for temporary reduction in the contractual amounts owed for 2017. The Company and Cognate negotiated an overall settlement for amounts owed to Cognate for 2016 and 2017, to reduce the amounts otherwise due under the contracts and at the conclusion the remaining accounts payable to Cognate BioServices, Inc. was approximately $4.5 million. According to the Cognate Settlement Agreement, approximately $22.0 million of the Cognate Obligations were satisfied through the issuance or obligation to issue to Cognate 2.9 million shares of Series A Convertible Preferred Stock and 5.2 million shares of Series B Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock are convertible into 10 shares of Common Stock. The Company also issued Cognate 29.4 million shares of Class D-1 Warrants with exercise price of $0.22 per share and 52 million shares of Class D-2 Warrants with exercise price of $0.30 per share. The following table shows a summary of the Cognate Settlement Agreement (amount in thousands): Unpaid invoices for 2016 and 2017 $ (21,963 ) Fair value of Series A Convertible Preferred Stock 6,919 Fair value of Series B Convertible Preferred Stock 12,235 Fair value of Class D-1 and Class D-2 warrants 11,204 Additional research and development cost recorded from Cognate settlement $ 8,395 Advent BioServices Agreement On May 14, 2018, the Company entered into a DCVax®-L Manufacturing and Services Agreement with Advent BioServices, a related party which was formerly part of Cognate BioServices and was spun off separately as part of an institutional financing of Cognate. The Advent Agreement provides for manufacturing of DCVax-L products for the European region. The Advent Agreement provides for a program initiation payment of approximately $1.0 million (£0.7 million), in connection with technology transfer and operations transfer to the U.K. from Germany, development of new Standard Operating Procedures (SOPs), training of new personnel, selection of new suppliers and auditing for GMP compliance, and other preparatory activities. Such initiation payment was fully paid by the Company as of December 31, 2018. The Advent Agreement provides for certain payments for achievement of milestones and, as is the case under the existing agreements with Cognate BioServices, the Company is required to pay certain fees for dedicated production capacity reserved exclusively for DCVax production, and pay for a certain minimum number of patients, whether or not the Company fully utilizes the dedicated capacity and number of patients. Either party may terminate the Advent Agreement at any time for any reason on twelve months’ notice. The notice period is designed to enable an effective transition and minimize or avoid interruption of product supply. During the twelve-month period, the Company will continue to pay the minimum fees and the applicable fees for any DCVax products beyond the minimums, and Advent will continue to produce the DCVax products. Cognate & Advent Expenses and Accounts Payable The following table summarizes expenses incurred to related parties (i.e., amounts invoiced) during the year ended December 31, 2018 and 2017 (amount in thousands) (some of which remain unpaid as noted in the second table below): For the years ended December 31, 2018 2017 Cognate BioServices, Inc. (no longer related party since Q2 2018) $ 873 $ 12,082 Cognate BioServices GmbH 66 1,330 Cognate Israel 168 1,008 Advent BioServices 6,258 1,807 Research and development cost from Cognate settlement - 8,395 Total $ 7,365 $ 24,622 The following table summarizes outstanding unpaid accounts payable held by related parties as of December 31, 2018 and 2017 (amount in thousands). These unpaid amounts include part of the expenses reported in the table above and also certain expenses incurred in prior periods. The unpaid amounts to Cognate BioServices, Inc. also include certain amounts that the Company disputes and that are under discussion with Cognate. December 31, 2018 December 31, 2017 Cognate BioServices, Inc. (no longer related party in Q2 2018) * $ 9,472 $ 4,520 Cognate BioServices GmbH 4 279 Cognate Israel - 239 Advent BioServices 3,967 165 Total $ 13,443 $ 5,203 * Including certain disputed amounts that the Company is in the process of discussing with Cognate. Forgiveness of Certain Payables to Cognate BioServices, Inc. In the second quarter of fiscal 2017 Cognate released from the Company the obligation under the 2016 Letter agreement to reimburse them $3.75 million of accounts receivable. This was recorded as a contribution to capital in the statement of stockholders’ deficit. Other Related Parties Loans Linda F. Powers - Demand Loans Between February 2018 and April 2018, the Company’s Chief Executive Officer, Linda Powers, loaned the Company aggregate funding of $5.4 million, and the Company entered into convertible note agreements for these amounts (the “Convertible Notes”). The Convertible Notes bear interest at a rate of 10% per annum, and are repayable upon 15 notice from the holder (and in any event no later than five years from the date of the Convertible Notes). The Convertible Notes are convertible into Series B Preferred Stock at a conversion price of $2.30 per share, and each share of Series B Preferred Stock is convertible into 10 shares of common stock. Additionally, the Convertible Notes carry Class D-2 Warrants, with half of the Class D-2 Warrants due and issuable when the loan was provided, and half of the Class D-2 Warrants due on a proportional basis in the event of conversion of some or all of the Note. The Class D-2 Warrants have five-year term. The Company issued 23.5 million Class D-2 Warrants with an exercise price of $0.30, including 11.7 million contingently issuable warrants, which will be issued upon Mrs. Powers’ conversion of her Convertible Notes. The fair value of the warrants was approximately $4.2 million, which was recorded as debt discount at the issuance date. The Company recorded $4.2 million of interest expenses as amortization on the debt discount immediately due to the terms of the Convertible Notes, which are on demand. On November 11, 2018 , the Company and Ms. Powers agreed to extend the notes to a maturity of one year following the respective funding dates. In consideration of the continuing forbearance, the Company will issue warrants representing 50% of the repayment amounts of the Notes . The warrants will have exercise price at $ 0.35 per share, and have an exercise period of 2 The accrued unpaid interest associated with the Convertible Notes was approximately $451,000 as of December 31, 2018. Leslie J. Goldman - Demand Loans In 2017, Leslie J. Goldman, an officer of the Company, loaned the Company an aggregate amount of $1.3 million pursuant to multiple Demand Promissory Note Agreements. On January 3, 2018, Mr. Goldman loaned the Company an additional $30,000 (collectively the “Goldman Notes”). Approximately $0.5 million of the Goldman Notes bear interest at the rate of 12% per annum, and $0.8 million of the Goldman Notes bear interest at the rate of 10% per annum. During the year ended December 31, 2017, the Company made an aggregate principal payment of $1.2 million to settle some of Mr. Goldman’s outstanding demand notes, and an aggregate interest payment of $47,000 associated with these demand notes. Such payment included repayment of $0.3 million outstanding debt incurred during the year ended December 31, 2016. During the year ended December 31, 2018, the Company made an aggregate principal payment of $0.4 million to the Goldman Notes. The outstanding principal amount for the Goldman Notes was approximately $69,000 and $0.4 million as of December 31, 2018 and 2017, respectively. There was approximately $73,000 accrued unpaid interest associated with the Goldman Notes as of December 31, 2018. Toucan Capital III Fund - Demand Loans In April, 2017, Toucan Capital Fund III loaned the Company an aggregate amount of $1.2 million 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 year ended December 31, 2017, the Company made an aggregate principal payment of approximately $0.8 million to the Toucan Notes. During the year ended December 31, 2018, the Company made an aggregate principal payment of approximately $0.4 million to the Toucan Notes. In addition, the Company also made a partial interest payment of $18,000. All principal was repaid as of December 31, 2018. There was approximately $46,000 of remaining unpaid interest as of December 31, 2018. Board of Directors - Demand Loans In April, 2017, Jerry Jasinowski, Robert Farmer and Cofer Black, members of the Company’s Board of Directors, loaned the Company an aggregate amount of $0.3 million 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. On November 28, 2018, the Company made a payment of $40,000 to the Note held by Mr. Farmer. There was approximately $51,000 accrued interest associated with the Notes as of December 31, 2018. Advent BioServices Note On September 26, 2018, Advent BioServices, a related party which was formerly part of Cognate BioServices and was spun off separately as part of an institutional financing of Cognate, and which is owned by Toucan Capital Fund III, provided a short-term loan to the Company in the amount of $65,000. The loan bears interest at 10% per annum, and is payable upon demand, with 7 days’ prior written notice to the Company. This Note remains outstanding and unpaid. The amount owed to Advent under this Note at December 31, 2018 was $65,000 based on the current exchange rate. |
Temporary Equity
Temporary Equity | 12 Months Ended |
Dec. 31, 2018 | |
Temporary Equity Disclosure [Abstract] | |
Temporary Equity Disclosure [Text Block] | 11. Temporary Equity Series A Convertible Preferred Stock The following table summarizes the Company’s Series A Convertible Preferred Stock activities for the year ended December 31, 2018 and 2017 (amount in thousands): Series A Convertible Preferred Stock Shares Amount Balances as of January 1, 2017 - $ - Issuance of Series A convertible preferred stock and warrants for cash (net of $11.0 million warrant liability and $0.7 million subscription receivable) 7,058 276 Beneficial conversion feature of Series A convertible preferred stock - (276 ) Deemed dividends related to immediate accretion of beneficial conversion feature of Series A convertible preferred stock - 276 Issuance of common stock for conversion of Series A convertible preferred stock (400 ) (680 ) Deemed dividends on conversion of Series A convertible preferred stock to common stock - 624 Issuance of Series A convertible preferred stock and warrants in exchange for existing warrants 121 300 Conversion of certain payables to Cognate BioServices, Inc. to Series A convertible preferred stock and warrants 2,941 6,919 Balance as of December 31, 2017 9,720 7,439 Issuance of Series A convertible preferred stock and warrants for cash (net of $0.5 million warrant liability) 294 27 Conversion of note payable to offset Series A convertible preferred stock subscription receivable - 500 Conversion of interest payable to offset Series A convertible preferred stock subscription receivable - 71 Issuance of common stock for conversion of Series A convertible preferred stock (10,014 ) (18,929 ) Deemed dividends on conversion of Series A convertible preferred stock to common stock - 10,892 Balance as of December 31, 2018 - $ - The Company determined that the Series A Shares contain contingent liquidation provisions allowing liquidation by the holder upon certain defined events (“deemed liquidation events”). As the event that may trigger the liquidation of the Series A Shares is not solely within the Company’s control, the Series A Shares are classified as mezzanine equity (temporary equity) in the Company’s consolidated balance sheets. If a liquidation or deemed liquidation event occurs, and the Series A preferred stock has not yet been converted by election of the holder or by mandatory conversion at the election of the Company, the holder will be entitled to a liquidation preference of either (a) an amount equal to the amount the holder paid for their preferred stock, or (b) the proportionate proceeds applicable to their shares on an as converted basis. 2017 Activities On December 8, 2017, the Company entered into Subscription Agreements (the “Series A Subscription Agreements”) with certain investors (the “Series A Investors”). Pursuant to the Series A Subscription Agreements, the Company issued to the Series A Investors an aggregate of 7.1 million shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Shares”), at a purchase price of $1.70 per share, and 2 year Class D-1 Common Stock Purchase Warrants (the “Class D-1 Warrants”) to purchase up to 70.6 million shares of common stock at an exercise price of $0.22 per share. The Company received $11.3 million cash, which was net of $0.7 million receivable from the Series A Investors. The Series A Shares are convertible into common stock, but only when common stock is available or after 6 months following issuance. When sufficient shares of common stock are available for issuance upon conversion, each Series A Shares will be convertible at the option of the holder, at any time, into a total of 10 shares of common stock, par value $0.001 per share, for a total of 70.6 million shares of common stock (the equivalent of a conversion price of $0.17 per share of common stock). Due to the Sequencing Policy, the Class D-1 Warrants were classified as warrant liabilities. On the issuance date, the Company estimated the fair value of the Class D-1 Warrants at approximately $11 million under the Black-Scholes option pricing model using the following primary assumptions: contractual term of 2.0 years, volatility rate of 117%, risk-free interest rate of 2% and expected dividend rate of 0%. The entire fair value of the Class D-1 Warrants was allocated to the $11.3 million net proceeds (net of subscription receivable of $0.7 million), creating a corresponding preferred stock discount in the same amount. The initial fair value of the warrants of approximately $11 million was deducted from the gross proceeds from the Series A Investors to arrive at the initial discounted carrying value of the Series A Shares. The initial discounted carrying value resulted in recognition of a beneficial conversion feature of $0.3 million, further reducing the initial carrying value of the Series A Shares. The discount to the aggregate stated value of the Series A Shares, resulting from recognition of the beneficial conversion feature was immediately accreted as a reduction of additional paid-in capital and an increase in the carrying value of the Series A Shares. The accretion is presented in the Consolidated Statement of Operations as a deemed dividend, increasing net loss to arrive at net loss attributable to common stockholders. On December 28, 2017, certain Series A Investors converted 400,000 shares of Series A Shares into 4,000,000 shares of common stock based on original term. The Company recognized approximately $624,000 of deemed dividends upon such conversion. 2018 Activities During the year ended December 31, 2018, the Company issued 294,118 shares of the Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Shares”), at a purchase price of $1.70 per share, and 2-year Class D-1 Common Stock Purchase Warrants (the “Class D-1 Warrants”) to purchase up to 2.9 million shares of common stock at an exercise price of $0.22 per share. The Company received $0.5 million cash. Due to the Sequencing Policy, the Class D-1 Warrants were classified as warrant liabilities. On the issuance date, the Company estimated the fair value of the Class D-1 Warrants at approximately $500,000 under the Black-Scholes option pricing model using the following primary assumptions: Exercise price $ 0.22 Expected term (years) 2.0 Expected stock price volatility 116 % Risk-free rate of interest 2 % Dividend yield (per share) 0 % The fair value of the Class D-1 Warrants was allocated to the $500,000 proceeds, creating a corresponding preferred stock discount in the same amount. On September 7, 2018, the Company delivered notice of its exercise of the right to cause the mandatory conversion of all outstanding Series A Shares of the Company’s common stock, par value $0.001 per share, pursuant to the Amended and Restated Certificate of Designations of Series A Convertible Preferred Stock (the “Mandatory Conversion”). The issuance of shares of common stock upon consummation of the Mandatory Conversion eliminated all outstanding shares of preferred stock, replacing them with common stock. Pursuant to this Mandatory Conversion during the year ended December 31, 2018, approximately 10.0 million shares of Series A Shares were converted into 100.0 million shares of common stock in accordance with their terms. The Company recognized approximately $10.9 million of deemed dividends upon such conversion. During the year ended December 31, 2018, one of the Series A Shareholders converted his $500,000 note and $71,000 accrued interest with the Company to offset his current subscription due amount to the Company. Series B Convertible Preferred Stock The following table summarizes the Company’s Series B Convertible Preferred Stock activities for the year ended December 31, 2018 and 2017 (amount in thousands): Series B Convertible Preferred Stock Shares Amount Balances as of January 1, 2017 - $ - Issuance of Series B convertible preferred stock and warrants for cash (net of $0.5 million warrant liability and $7,000 subscription receivable) 381 366 Beneficial conversion feature of Series B convertible preferred stock - (366 ) Deemed dividends related to immediate accretion of beneficial conversion feature of Series B convertible preferred stock - 366 Conversion of certain payables to Cognate BioServices, Inc. to Series B convertible preferred stock and warrants 5,201 12,235 Balance as of December 31, 2017 5,582 12,601 Issuance of Series B convertible preferred stock and warrants for cash (net of $4.3 million warrant liability and $10,000 subscription receivable) 2,868 2,309 Beneficial conversion feature of Series B convertible preferred stock - (2,086 ) Deemed dividends related to immediate accretion of beneficial conversion feature of Series B convertible preferred stock - 2,086 Issuance of common stock for conversion of Series B convertible preferred stock (8,450 ) (19,697 ) Deemed dividends on conversion of Series B convertible preferred stock to common stock - 4,787 Balance as of December 31, 2018 - $ - The Company determined that the Series B Shares contain contingent liquidation provisions allowing liquidation by the holder upon certain defined events (“deemed liquidation events”). As the event that may trigger the liquidation of the Series B Shares is not solely within the Company’s control, the Series B Shares are classified as mezzanine equity (temporary equity) in the Company’s consolidated balance sheets. If a liquidation or deemed liquidation event occurs, and the Series B preferred stock has not yet been converted by election of the holder or by mandatory conversion at the election of the Company, the holder will be entitled to a liquidation preference of either (a) an amount equal to the amount the holder paid for their preferred stock, or (b) the proportionate proceeds applicable to their shares on an as converted basis. 2017 Activities On December 29, 2017, the Company entered into Subscription Agreements (the “Series B Subscription Agreements”) with certain unaffiliated investors (the “Series B Investors”). Pursuant to the Series B Subscription Agreements, the Company issued to the Series B Investors an aggregate of 381,000 shares of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Shares”), at a purchase price of $2.30 per share, and 2 year Class D-2 Common Stock Purchase Warrants (the “Class D-2 Warrants”) to purchase up to 3.8 million shares of common stock at an exercise price of $0.30 per share. The Company received approximately $869,000 cash, which was net of $7,000 receivable from the Series B Investors. The Series B Preferred Stock is convertible into common stock, but only when common stock is available or after 6 months following issuance. When sufficient shares of common stock are available for issuance upon conversion, each share of Series B Preferred Stock will be convertible at the option of the holder, at any time, into a total of 10 shares of common stock, par value $0.001 per share, for a total of 3.8 million shares of common stock (the equivalent of a conversion price of $0.23 per share of common stock). The Class D-2 Warrants are not currently exercisable and will become exercisable only when shares of common stock are available for issuance upon exercise. Due to the Sequencing Policy, the Class D-2 Warrants were classified as warrant liabilities. On the issuance date, the Company estimated the fair value of the Class D-2 Warrants at approximately $503,000 under the Black-Scholes option pricing model using the following primary assumptions: contractual term of 2.0 years, volatility rate of 116%, risk-free interest rate of 2% and expected dividend rate of 0%. The entire fair value of the Class D-2 Warrants was allocated to the $869,000 net proceeds, creating a corresponding preferred stock discount in the same amount. The initial fair value of the warrants of approximately $0.5 million was deducted from the gross proceeds from the Series B Investors to arrive at the initial discounted carrying value of the Series B Shares. The initial discounted carrying value resulted in recognition of a beneficial conversion feature of $0.4 million, further reducing the initial carrying value of the Series B Shares. The resulting discount to the aggregate stated value of the Series B Shares, resulting from recognition of the beneficial conversion feature, was immediately accreted as a reduction of additional paid-in capital and an increase in the carrying value of the Series A Shares. The accretion is presented in the Consolidated Statement of Operations as a deemed dividend, increasing net loss to arrive at net loss attributable to common stockholders. 2018 Activities During the year ended December 31, 2018, the Company issued 2.9 million shares of the Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Shares”), at a purchase price of $2.30 per share, and 2-year Class D-2 Common Stock Purchase Warrants (the “Class D-2 Warrants”) to purchase up to 28.7 million shares of common stock at an exercise price of $0.30 per share. The Company received $6.6 million cash. Due to the Sequencing Policy, the Class D-2 Warrants were classified as warrant liabilities. On the issuance date, the Company estimated the fair value of the Class D-2 Warrants at approximately $4.3 million under the Black-Scholes option pricing model using the following primary assumptions: Exercise price $ 0.30 Expected term (years) 2.0 Expected stock price volatility 115 % Risk-free rate of interest 2 % Dividend yield (per share) 0 % The entire fair value of the Class D-2 Warrants was allocated to the $6.6 million net proceeds, creating a corresponding preferred stock discount in the same amount. The initial fair value of the warrants of approximately $4.3 million was deducted from the gross proceeds from the Series B Investors to arrive at the initial discounted carrying value of the Series B Shares. The initial discounted carrying value resulted in recognition of a beneficial conversion feature of $2.1 million, further reducing the initial carrying value of the Series B Shares. The resulting discount to the aggregate stated value of the Series B Shares, resulting from recognition of the beneficial conversion feature, was immediately accreted as a reduction of additional paid-in capital and an increase in the carrying value of the Series B Shares. The accretion is presented in the Consolidated Statement of Operations as a deemed dividend, increasing net loss to arrive at net loss attributable to common stockholders. On September 7, 2018, the Company delivered notice of its exercise of the right to cause the mandatory conversion of all outstanding Series A Shares of the Company’s common stock, par value $0.001 per share, pursuant to the Amended and Restated Certificate of Designations of Series B Convertible Preferred Stock (the “Mandatory Conversion”). The issuance of shares of common stock upon consummation of the Mandatory Conversion eliminated all outstanding shares of preferred stock, replacing them with common stock. Pursuant to this Mandatory Conversion, during the year ended December 31, 2018, approximately 8.5 million shares of Series B Shares were converted into 85 million shares of common stock based on original term. The Company recognized approximately $4.8 million of deemed dividends upon such conversion. |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 12. Stockholders’ Deficit 2018 Activities Increase of Authorized Shares On April 27, 2018, the Company held a Special Meeting of Shareholders to vote on several matters, including increasing the number of authorized shares of common stock from 450,000,000 to 1,200,000,000, par value $0.001 per share, and increasing the number of authorized shares of preferred stock from 40,000,000 to 100,000,000, par value $0.001 per share. On May 2, 2018, the Company filed a Certificate of Amendment of its Seventh Amended and Restated Certificate of Incorporation with the Secretary of the State of Delaware, which effected the increase in authorized shares of common stock and the increase in authorized shares of preferred stock. Equity Financing On June 22, 2018, the Company entered into agreements with institutional investors for a registered direct offering with proceeds of $1.0 million. The Company issued 4 million shares of common stock at a purchase price of $0.25 per share. Additionally, the investors received 2-year Class D-3 warrants to purchase up to 2 million shares of common stock with an exercise price of $0.30 per share. Debt Conversion During the year ended December 31, 2018, the Company converted approximately $6.1 million principal and $0.4 million accrued interest into approximately 32.4 million shares of common stock at fair value of $8.1 million. The Company recorded an approximate $1.6 million debt extinguishment loss from the conversion. Warrants Exercised for Cash During the year ended December 31, 2018, the Company issued approximately 10.9 million shares of common stock from the exercise of warrants with an exercise price from $0.22 to $0.26 for aggregate proceeds of $2.6 million. Share-settled Debt During the year ended December 31, 2018, the Company issued 14.2 million shares of common stock to the holder of the Company’s share-settled debt as advance payment for future debt conversion. There was no share-settled debt outstanding as of December 31, 2018. 2017 Activities Equity Financing On March 17, 2017, the Company entered into agreements with institutional investors for a registered direct offering with gross proceeds of $7.5 million. The Company issued 18.8 million shares of common stock at a purchase price of $0.26 per share, or pre-funded warrants in lieu of shares. Additionally, the investors received 5 year Class A warrants to purchase up to approximately 21.6 million shares of common stock with an exercise price of $0.26 per share, 3 month Class B warrants to purchase up to approximately 21.6 million shares of common stock with an exercise price of $1.00 per share, and a pre-paid 3 month Class C warrant to purchase up to approximately 10.0 million shares of common stock with an exercise price of $0.26 per share, of which $0.25 per share was pre-paid at the time of closing and another $0.01 per share is payable upon exercise of each Class C Warrant. Total warrants issued in March 2017 have value of approximately $6.2 million. On April 14, 2017, the Company entered into Stock Purchase Agreement with multiple investors. The Company issued approximately 1.4 million shares of common stock at a price of $0.26 per share. The investors received Class A Common Stock Purchase Warrants to purchase up to approximately 1 million shares of Common Stock at an exercise price of $0.26 per share (the “Class A Warrants”) and Class B Common Stock Purchase Warrants to purchase up to approximately 1 million shares of Common Stock at an exercise price of $1.00 per share (the “Class B Warrants”). Both the Class A Warrants and the Class B Warrants are exercisable immediately. The Class A Warrants are exercisable for five years and the Class B Warrants are exercisable for three months. The Company received gross proceeds of $360,000 from this offering. During the three months ended June 30, 2017, the Company entered into Subscription Agreements with multiple investors. The Company issued approximately 3.6 million shares of common stock at a weighted average price of $0.15 per share. The investors also received approximately an aggregate 3.3 million warrants at a weighted average exercise price of $0.33 per share. The Company received gross proceeds of $552,000 from this offering. On September 22, 2017, the Company entered into a Stock Purchase Agreement with multiple investors. The Company issued approximately 8.7 million shares of common stock at a price of $0.20 per share. The investors received Class A Common Stock Purchase Warrants to purchase up to approximately 4.4 million shares of Common Stock at an exercise price of $0.22 per share (the “Class A Warrants”). The Class A Warrants are exercisable immediately and are exercisable for five years. The Company received gross proceeds of $1.8 million (net proceeds of $1.6 million) from this offering. During the three months ended September 30, 2017, the Company entered into Subscription Agreements with multiple investors. The Company issued 5.4 million shares of common stock at a weighted average price of $0.20 per share. The investors also received an aggregate of 5.3 million warrants at a weighted average exercise price of $0.26 per share. The Company received gross proceeds of $1.1 million from this offering. During the three months ended September 30, 2017, the Company received an aggregate of $2.6 million from multiple investors as an advance of certain Subscription Agreements that were entered in November 2017. The Company recorded a $2.6 million shares payable as of September 30, 2017. On October 20, 2017, the Company sold 2.9 million shares of common stock at a price of $0.17 per share and issued approximately 1.5 million Class D Warrants exercisable at $0.22 per share for a period of 2 years for an aggregate of $0.5 million. Debt Conversion On May 22, 2017, the holders of certain existing notes converted approximately $2.0 million principal amount and accrued interest for approximately 11 million shares of its common stock at a price of $0.18 per share and issued to such investors approximately 8 million Class A warrants with exercise price of $0.26 per share for a period of 5 years and approximately 8 million Class B warrants with exercise price of $1.00 per share for a period of 90 days. The fair value of common stock and warrant liability as of the conversion date was approximately $1.8 million and $0.9 million, respectively. The difference of $0.7 million was recorded as a debt extinguishment loss. 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 million of the Company’s 2014 Senior Convertible Notes for 20,628,571 shares of common stock, warrants to acquire up to approximately 16 million shares of common stock at an exercise price of $0.175 per share and exercisable for 2 years from the date of issuance of such warrants, and 800,000 shares of Common Stock. The fair value of common stock and warrant liability as of the conversion date was approximately $3.9 million and $1.6 million, respectively. On June 5, 2017, the Company exchanged approximately $0.5 million principal amount and accrued interest of certain notes held by an unaffiliated investor for approximately 3.3 million shares of its common stock at a price of $0.14 per share and issued to such investors approximately 2.5 million Class D warrants with exercise price of $0.175 per share for a period of 2 years. The fair value of common stock and warrant liability as of the conversion date was approximately $0.6 million and $0.3 million, respectively. The difference of $0.4 million was recorded as a debt extinguishment loss. During the quarter ended September 30, 2017, the Company induced certain debt holders to convert approximately $5.5 million of principal and interest into approximately 32.9 million shares of common stock at a fair value of approximately $7.8 million. In addition, the Company issued approximately 40.4 million warrants with a weighted average exercise price of $0.48 and a fair value of $4.7 million. During the quarter ended December 31, 2017, the Company induced certain debt holders to convert approximately $1.0 million of principal and interest into approximately 7.3 million shares of common stock at a fair value of approximately $1.6 million. The Company recorded approximately $0.6 million debt extinguishment loss. Warrants Exercised for Cash During the three months ended March 31, 2017, the Company issued an aggregate of 3.1 million shares of common stock from the exercise of warrants that were issued in March 2017 for total proceeds of $31,000. All of these 3.1 million shares of common stock were related to extinguishment of warrant liabilities. The fair value of the warrant liabilities was $713,000 on the date of exercise, which were recorded as a component of additional paid-in-capital. During the three months ended June 30, 2017, the Company issued approximately 6.9 million shares of common stock from the exercise of pre-paid warrants that were issued in March 2017 with an exercise price of $0.26, of which $0.25 was paid in March and $0.01 was paid at the time of exercise, for proceeds of $69,000 at the time of exercise during the three months ended June 30, 2017. All of these 6.9 million shares of common stock were related to extinguishment of warrant liabilities. The fair value of the warrant liabilities was approximately $1.1 million on the date of exercise, which were recorded as a component of additional paid-in-capital. On August 7, 2017, the Company entered into a $2.7 million financing with an institutional health care investor holding Class B Warrants exercisable for approximately 13.5 million shares of Common Stock of the Company, in which the investor exercised its Class B Warrants in full in return for amendment of the investor’s Class B Warrants to reduce the exercise from $1.00 to $0.20 per share, as set forth in a Warrant Repricing Letter Agreement. The Class B Warrants were originally issued on March 17, 2017 with an exercise period of 90 days, and the exercise period was previously extended to August 24, 2017. The fair value of the amended Class B Warrants on the amendment date was approximately $0.3 million using a Black-Scholes model. There was no residual value for the original Class B warrants as of the amendment date, so the Company recorded $0.3 million as inducement loss. 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 million shares of the Company’s Common Stock at an exercise price of $0.27 per share, with an exercise period of 5 years. The Company also issued an aggregate amount of 0.9 million Class A warrants at an exercise price of $0.27 per share, with an exercise period of 5 years to certain placement agent. The fair value of these 14.5 million warrants were approximately $2.0 million using a Black-Scholes model, and the Company recorded such cost as inducement loss. During the three months ended December31, 2017, the Company issued an aggregate of 231,000 shares of common stock from the exercise of warrants that were issued in March 2017 for total proceeds of $60,000. All of these 231,000 shares of common stock were related to extinguishment of warrant liabilities. The fair value of the warrant liabilities was approximately $45,000 on the date of exercise, which were recorded as a component of additional paid-in-capital. Cashless Warrants Exercise On July 17, 2017, holders of approximately 16 million Class A warrants of the Company exercised such warrants on a cashless basis in exchange for the delivery of approximately 6.9 million shares of the Company’s common stock. The fair value of these Class A warrants was approximately $3.1 million as of July 17, 2017. Stock Compensation - 2014 Senior Convertible Notes On March 10, 2017, the Company issued approximately 4 million shares of common stock to the holders of the Company’s $11 million senior convertible notes as additional consideration to enter into a payment plan and extend the debt payment. The fair value of the common stock on the grant date was approximately $1.5 million. The Company recorded such cost as a debt extinguishment loss. During the three months ended June 30, 2017, the Company issued approximately 3 million shares of common stock to the holders of the Company’s $11 million senior convertible note as additional consideration to extend the debt payment and to enter into a forbearance agreement. The fair value of the common stock on the grant date was approximately $0.5 million. The Company recorded such cost as a debt extinguishment loss. Share-settled Debt During the year ended December 31, 2017, the Company issued 11.5 million shares of common stock to convert approximately $1.9 million share-settled debt. There was approximately $3.3 million outstanding balance as of December 31, 2017. Shares for Services On July 6, 2017, as compensation for services as a Director, the Company issued 1.3 million shares of its common stock at fair value of $0.18 to a designee of Robert Farmer. On November 13, 2017, the Company issued a total of 225,000 shares of Common stock at $0.165 per share to several scientific board members as share-based compensation. The Company recorded the $37,000 expense in research and development. Stock Purchase Warrants The following is a summary of warrant activity for the years ended December 31, 2018 and 2017 (dollars in thousands, except per share data): Number of Weighted Average Remaining Warrants Exercise Price Contractual Term Outstanding as of January 1, 2017 58,278 $ 1.78 3.86 Warrants granted 362,240 0.36 Warrants exercised for cash (24,558 ) 0.11 Cashless warrants exercise (16,071 ) 0.20 Warrants expired and cancellation (59,483 ) 1.40 Outstanding as of December 31, 2017 320,406 0.50 2.62 Warrants granted 75,669 0.48 Warrants exercised for cash (10,936 ) 0.23 Warrants expired and cancellation (12,986 ) 1.33 Outstanding as of December 31, 2018 372,153 $ 0.29 1.97 |
Variable Interest Entities
Variable Interest Entities | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Variable Interest Entity Disclosure [Text Block] | 13. 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. Advent On May 14, 2018, the Company entered into a DCVax-L Manufacturing and Services Agreement with Advent BioServices, a related party which was formerly part of Cognate and was spun off separately as part of an institutional financing of Cognate. The Advent Agreement provides for manufacturing of DCVax-L products for the European region. See Note 9 for more detail. As of December 31, 2018, the Company did not have the power over the most significant activities (control of operating decisions) and therefore did not meet the “power” criteria of the primary beneficiary. The maximum exposure to loss is limited to the notional amounts of the implicit variable interest in Advent, if any. Under the Advent Agreement, either party may terminate at any time upon twelve months’ notice, providing a transition period for technology transfer. Accordingly, the maximum exposure to loss, if any, is $6 million as of December 31, 2018, which is the minimum twelve-monthly payments the Company must pay to terminate their relationship with Advent. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 14. Commitments and Contingencies Operating Lease Office Lease On July 31, 2012, the Company entered into a non-cancelable operating lease for 7,097 nd On October 28, 2013, the Company entered into a non-cancelable operating lease for 4,251 square feet of office space in Germany, which expired in December 2017. The lease contains an option with 3 years extension, and a 6 month in advance notice is required. On November 15, 2017, the Company entered a renewal agreement to extend the lease until December 31, 2018. On November 26, 2018, the Company entered another renewal agreement to extend the lease until December 31, 2019. On December 30, 2017, the Company assumed Cognate Bioservices, GmbH lease agreement and entered a settlement with its lessor. The Company paid lessor approximately $479,000 in 6 installments during the year ended December 31, 2018. On March 26, 2016, the Company entered into a non-cancelable operating lease for 505 square feet of office space in London, which expired in March, 2017. On December 19, 2016, the Company entered a renewal agreement to extend the office lease for an additional 1 year until March, 2018. 6 Rent expense in the U.K. for the year ended December 31, 2018 and 2017 was approximately $61,000 and $151,000, respectively. Manufacturing Services Agreements The Company has manufacturing services agreements with Cognate BioServices in the US, and with Advent BioServices in the U.K. Advent BioServices On May 14, 2018, the Company entered into a DCVax®-L Manufacturing and Services Agreement (“MSA”) with Advent BioServices, a related party which was formerly part of Cognate BioServices and was spun off separately as part of an institutional financing of Cognate. The Advent Agreement provides for manufacturing of DCVax-L products for the European region. The Agreement is structured in the same manner as the Company’s existing Agreements with Cognate BioServices. The Advent Agreement provides for a program initiation payment of approximately $1.0 million, in connection with technology transfer and operations to the U.K. from Germany, development of new Standard Operating Procedures (SOPs), training of new personnel, selection of new suppliers and auditing for GMP compliance, and other preparatory activities. Such initiation payment was fully paid by the Company as of December 31, 2018. The Advent Agreement provides for certain payments for achievement of milestones and, as is the case under the existing agreement with Cognate BioServices, the Company is required to pay certain fees for dedicated production capacity reserved exclusively for DCVax production, and pay for manufacturing of DCVax-L products for a certain minimum number of patients, whether or not the Company fully utilizes the dedicated capacity and number of patients. Either party may terminate the MSA on twelve months’ notice, to allow for transition arrangements by both parties. U.K. Facility 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 ended 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. On December 14, 2018, upon closing of the sale for most of the property in the U.K., including the warehouse building (see note 6), the Company ended the lease agreement as mentioned above. However, the Company retained lease-back of the approximately 87,000 square foot manufacturing facility for 20 years with a renewal option for another 20 years on favorable terms. The annual rent is approximately $0.6 million. Additionally, the Company will pay a certain service charge for approximately $45,000 per year for the first 3 years, and approximately $55,000 per year for the next 7 years, and approximately $110,000 per year for the remaining 10 years. The Company’s future minimum lease payments are as follows as of December 31, 2018 (in thousands): Office Leases U.K. U.S. Germany U.K. U.K MSA (1) Vision Centre Total 2019 $ 325 $ 16 $ 18 $ 4,814 $ 681 $ 5,854 2020 332 - - 4,814 681 5,827 2021 84 - - 4,814 681 5,579 2022 - - - 4,814 691 5,505 2023 - - - - 691 691 Thereafter - - - - 10,920 10,920 Total $ 741 $ 16 $ 18 $ 19,256 $ 14,345 $ 34,376 (1) Including lease payments under a lease where Advent is the lessee in 2019. Although the Company is not a party to this lease, Advent is charging the Company its share of the cost of this lease on a monthly basis and therefore the Company is including the minimum lease payments in the above table. The Company included approximately $ 19.3 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, the Company’s Special Litigation Committee, disclosures and the publication of interim clinical trial data. Testimony of certain officers and third parties has been taken as well. The Company has been cooperating with the SEC investigation. As hoped, the investigation is winding to a conclusion. After investigation of a broad array of issues over the past two-plus years, the SEC Staff has informed us preliminarily that they have concerns in regard to two issues, relating to the Company’s internal controls over financial reporting and the adequacy of certain disclosures made in the past. We have previously disclosed material weaknesses in our internal controls. As for disclosures, we believe our disclosures complied with applicable law. Despite our belief that the Staff should close the investigation, there can be no assurance that the Staff will not recommend some action involving the Company and/or individuals. Given the stage of the process, the Company is unable to provide a current assessment of the potential outcome or potential liability, if any. Chardan Capital Markets v. Northwest Biotherapeutics, Inc. On June 22, 2017, Chardan Capital Markets, LLC filed a lawsuit against the Company in the United District Court for the Southern District of New York, captioned Chardan Capital Markets v. Northwest Biotherapeutics, Inc., 1:17-cv-04727-PKC. Chardan alleges that it provided capital placement agent services to the Company in December 2016 under a contract and that it has not been fully compensated for those services. Chardan further alleges that it provided additional services to the Company in March 2017 in anticipation of entering into a contract and that it received no compensation. The operative complaint asserted claims sounding in unjust enrichment, quantum meruit, and breach of contract, and sought recovery in the amount of $496,000, plus interest and attorneys’ fees and costs. The Company filed a motion to dismiss the complaint on December 1, 2017. On August 6, 2018, the District Court granted the Company’s motion to dismiss in its entirety and entered a Judgment dismissing Chardan’s Amended Complaint. On September 5, 2018, Chardan filed a notice of appeal seeking review of the District Court’s ruling. Chardan’s brief on appeal was originally due to be filed on or before October 30, 2018, but Chardan did not file its brief on that day. On October 31, 2018, the Clerk of Court of the United States Court of Appeals for the Second Circuit entered an order stating that the “case is deemed in default” and ordering “that the appeal is dismissed effective November 14, 2018 if the brief and any required appendix are not filed by that date.” Chardan did not file its brief and appendix on or before November 14, 2018. Accordingly, Chardan’s appeal has been dismissed by force of the October 31, 2018 order of the Court of Appeals. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 15. Income Taxes No provision was made for U.S. taxes on undistributed foreign earning as such earnings are considered to be permanently reinvested. It is not practicable to determine the amount of additional tax, if any that might be payable on those earnings if repatriated. The tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities at December 31, 2018 and 2017 are comprised of the following (in thousands): As of December 31, 2018 As of December 31, 2017 Deferred tax asset Net operating loss carryforward $ 170,087 $ 153,415 Research and development credit carry forwards 16,377 15,426 Stock based compensation and other 14,216 9,814 Total deferred tax assets 200,680 178,655 Valuation Allowance (200,680 ) (178,655 ) Deferred tax asset, net of allowance $ - $ - The Company has identified the United States, Maryland, Germany and United Kingdom as significant tax jurisdictions. At December 31, 2018, the Company had Federal and State net operating loss carry forwards for income tax purposes of approximately $599.3 million and unused research and development tax credits of approximately $16.4 million available to offset future taxable income and income taxes, respectively, expiring in 2018 through 2037. The Company has foreign net operating loss carry forwards of $30.5 million in various jurisdictions. The Company has not performed a detailed analysis to determine whether an ownership change under Section 382 of the IRC has occurred. The effect of an ownership change would be the imposition of an annual limitation on the use of net operating loss carryforwards attributable to periods before the change. Any limitation may result in expiration of a portion of the NOL or research and development credit carryforwards before utilization. The Company’s tax years are still open under statute from 2015 to present, although net operating loss carryovers from prior tax years are subject to examination and adjustments to the extent utilized in future years. During 2018 the Company reevaluated the pricing/deductibility of stock options granted and the value of warrants issued, resulting in the decrease in the potential future tax deduction from those instruments. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. In case the deferred tax assets will not be realized in future periods, the Company has provided a valuation allowance for the full amount of the deferred tax assets at December 31, 2018 and 2017. The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows: (dollars in thousands) As of December 31, 2018 As of December 31, 2017 Statutory federal income tax rate 21.0 % 34.0 % State taxes, net of federal tax benefit 9.1 % 4.0 % Tax rate differential on foreign income -0.4 % -0.4 % Derivative gain or loss 10.7 % -1.2 % Cancellation of shares 0.0 % 0.2 % Cancellation of warrants 0.0 % -0.2 % Other permanent items and true ups 0.5 % -8.6 % R&D Credit 2.7 % 0.7 % Change in rate 17.9 % -107.0 % Change in valuation allowance -61.5 % 78.5 % Income tax provision (benefit) 0.0 % 0.0 % As of December 31, 2018 As of December 31, 2017 Federal Current $ - $ - Deferred (10,688 ) 59,454 State Current - - Deferred (9,469 ) (2,911 ) Foreign Current Deferred (1,868 ) 924 Change in valuation allowance 22,025 (57,467 ) Income tax provision (benefit) $ - $ - ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. As of December 31, 2018, and 2017, there were no uncertain tax positions. The Company’s policy for recording interest and penalties associated with uncertain tax positions is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest during the year ended December 31, 2018. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. On December 22, 2017, legislation commonly known as the Tax Cuts and Jobs Act, or the Tax Act, was signed in to law. The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a repatriation tax on deemed repatriated earnings of foreign subsidiaries. The Tax Act permanently reduces the U.S. corporate income tax rate to 21% from the existing applicable rate of 34%, effective January 1, 2018. As a result, the Company has recorded a decrease to its deferred tax assets of $78.3 million and to valuation allowance of $78.3 million for the year ended December 31, 2017. The Tax Act also permits an indefinite carry forward of net operating losses generated in taxable years ending after December 31, 2017, subject to a utilization limitation of 80% of taxable income. As of December 31, 2018, the Company completed its accounting for the tax effects of enactment of the Tax Act. The Tax Act did not have a material impact on the financial statements since the Company’s deferred temporary differences in the United States are fully offset by a valuation allowance and the Company does not have any significant off shore earnings from which to record the mandatory transition tax. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 16. Subsequent Events Between January 2019 and March 2019, the Company converted debt of approximately $2.0 million principal and $125,000 accrued interest into approximately 10.9 million shares of common stock at fair value of $ 2.8 In March 2019, the Company issued 3.0 million shares of common stock from warrants exercised for cash. The Company received $688,000 cash. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying consolidated financial statements of the Company were prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) and include the assets, liabilities, revenues and expenses of the wholly owned subsidiaries in Germany and the United Kingdom. All intercompany transactions and accounts have been eliminated in consolidation. |
Consolidation, Policy [Policy Text Block] | Consolidation The Company’s policy is to consolidate all entities in which it can vote a majority of the outstanding voting stock. In addition, the Company consolidates entities which meet the definition of a variable interest entity (VIE) for which the Company is the primary beneficiary, if any. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the VIE. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage (“FDIC”) of $ 250,000 |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided for using straight-line methods, in amounts sufficient to charge the cost of depreciable assets to operations over their estimated service lives. Repairs and maintenance costs are charged to operations as incurred. The Company assesses its long-lived assets for impairment whenever facts and circumstances indicate that the carrying amounts may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining lives of such assets. If these projected undiscounted net future cash flows are less than the carrying amounts, an impairment loss would be recognized, resulting in a write-down of the assets with a corresponding charge to earnings. The impairment loss is measured based upon the difference between the carrying amounts and the fair values of the assets. Assets to be disposed of are reported at the lower of the carrying amounts or fair value less cost to sell. Management determines fair value using the discounted cash flow method or other accepted valuation techniques. Accordingly, during the years ended December 31, 2018 and 2017, an assessment was undertaken to determine whether the assets of the Company might be impaired. From time to time the Company asks its real estate experts in the U.K. to provide a valuation of its U.K. property. The Company’s estimate of undiscounted cash flows indicated that such carrying amounts were expected to be recovered, and therefore there was no impairment as of December 31, 2018 and 2017. Of course, it is possible that the estimate of undiscounted cash flows could change at some time in the future, resulting in a need at that time to write down such assets to fair value. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates In preparing 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, estimating the fair value of financial instruments recorded as derivative liabilities, useful lives of depreciable assets and whether impairment charges may apply, and the fair value of environmental remediation liabilities. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments ASC 820, Fair Value Measurements, provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. |
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 consolidated 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. |
Derivatives, Embedded Derivatives [Policy Text Block] | Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the Statement of Operations. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company record a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid-in capital) and amortized to interest expense over the life of the debt. |
Sale Leaseback Transactions, Policy [Policy Text Block] | Sale and Leaseback Transactions The Company accounts for the sale and leaseback of the UK manufacturing facility in accordance with ASC 840-40. Gains on sale leaseback transactions are recognized at the time of sale if the fair value of the property sold is more than the net book value of the property. Gains on sale and leaseback transactions are deferred and amortized over the remaining lease term. On December 14, 2018, the Company completed the sale and leaseback of the real estate assets associated with U.K. manufacturing facility for proceeds of $45.6 million, net of closing costs. Approximately $ 4.7 3.3 |
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 reduction in the liability resulting from the completion of the clean-up is included in other income. As previously reported, in December 2018, the Company sold the U.K. property which had involved a possibility of certain environmental liability. Following that sale, the Company no longer has such environmental liability as of December 31, 2018. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation and Transactions The Company has operations in Germany and the United Kingdom in addition to the U.S. The Company translated its assets and liabilities into U.S. dollars using end of period exchange rates and revenues and expenses are translated into U.S. dollars using weighted average rates. Foreign currency translation adjustments are reported as a separate component of accumulated other comprehensive income (loss) within stockholders’ equity deficit. The Company converts receivables and payables denominated in other than the Company’s functional currency at the exchange rate as of the balance sheet date. The resulting transaction exchange gains or losses related to intercompany receivable and payables, are included in other income and expense. |
Comprehensive Loss Policy [Policy Text Block] | Comprehensive Loss The Company reports comprehensive loss and its components in its consolidated financial statements. Comprehensive loss consists of net loss and foreign currency translation adjustments, affecting stockholders’ equity deficit that, under U.S, GAAP, is excluded from net loss. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes revenue in accordance with the terms stipulated under the patient service contract. In various situations, the Company receives certain payments for DCVax®-L for patient treatment. These payments are non-refundable, and are not dependent on the Company’s ongoing future performance. Due to potential collectability issues with patients, the Company has adopted a policy of recognizing these payments as revenue when received. |
Accrued Outsourcing Costs [Policy Text Block] | Accrued Outsourcing Costs Substantial portions of our preclinical studies and clinical trials are performed by third-party laboratories, medical centers, contract research organizations and other vendors (collectively “CROs”). These CROs generally bill monthly or quarterly for services performed, or bill based upon milestones achieved. For clinical studies, expenses are accrued when services are performed. The Company monitors patient enrollment, the progress of clinical studies and related activities through internal reviews of data that is tracked by the CROs under contractual arrangements, correspondence with the CROs and visits to clinical sites. |
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. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company evaluates its tax positions and estimates its current tax exposure along with assessing temporary differences that result from different book to tax treatment of items not currently deductible for tax purposes. These differences result in deferred tax assets and liabilities on the Company’s Consolidated Balance Sheets, which are estimated based upon the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates that will be in effect when these differences reverse. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the Company’s Consolidated Statements of Comprehensive Loss become deductible expenses under applicable income tax laws or loss or credit carryforwards are utilized. Accordingly, realization of the Company’s deferred tax assets is dependent on future taxable income against which these deductions, losses and credits can be utilized. The Company must assess the likelihood that the Company’s deferred tax assets will be recovered from future taxable income, and to the extent the Company believes that recovery is not more likely than not, the Company must establish a valuation allowance. Management judgment is required in determining the Company’s provision for income taxes, the Company’s deferred tax assets and liabilities and any valuation allowance recorded against the Company’s net deferred tax assets. Excluding foreign operations, the Company recorded a full valuation allowance at each balance sheet date presented because, based on the available evidence, the Company believes it is more likely than not that it will not be able to utilize all of its deferred tax assets in the future. The Company intends to maintain the full valuation allowance until sufficient evidence exists to support the reversal of the valuation allowance. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock Based Compensation The Company expenses stock-based compensation to employees and Board members over the requisite service period based on the estimated grant-date fair value of the awards. Stock-based awards with graded-vesting schedules are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. For stock-based compensation awards to non-employees, the Company re-measures the fair value of the non-employee awards at each reporting period prior to vesting and finally at the vesting date of the award. Changes in the estimated fair value of these non-employee awards are recognized as compensation expense in the period of change. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term - The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term. Expected Volatility - The Company computes stock price volatility over expected terms based on its historical common stock trading prices. Risk-Free Interest Rate - The Company bases the risk-free interest rate on the implied yield available on U. S. Treasury zero-coupon issues with an equivalent remaining term. Expected Dividend - The Company has never declared or paid any cash dividends on its common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models. Effective on January 1, 2017, the Company recognizes forfeitures when they occur. Ultimately, the actual expenses recognized over the vesting period will be for those shares that vested. Prior to making this election, the Company estimated a forfeiture rate for awards at 0%, as the Company did not have a significant history of forfeitures. |
Extinguishment Of Debt Policy [Policy Text Block] | Debt Extinguishment The Company accounts for the income or loss from extinguishment of debt by comparing the difference between the reacquisition price and the net carrying amount of the debt being extinguished and recognizes this as gain or loss when the debt is extinguished. The gain or loss from debt extinguishment is recorded in the consolidated statements of operations under “other income (expense)” as loss from extinguishment of convertible debt. |
Debt, Policy [Policy Text Block] | Share-settled Debt Share-settled debt may settle by providing the holder with a variable number of shares with an aggregate fair value equaling the debt principal outstanding. (In some cases, a discount to the fair value of the share price may be used to determine the number of shares to be delivered, resulting in settlement at a premium.) Share-settled debt was analyzed to determine that the share settled debt does not contain a beneficial conversion feature or contingent beneficial conversion feature. Share-settled debt is recorded at fair value. |
Stockholders Equity Note Redeemable Preferred Stock Issue Policy [Policy Text Block] | Convertible Preferred Stock Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. The Company classifies conditionally redeemable preferred shares, which includes preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity (‘mezzanine’) until such time as the conditions are removed or lapse. |
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 and convertible preferred stock. |
Earnings Per Share, Policy [Policy Text Block] | Loss per Share Basic loss per share is computed on the basis of the weighted average number of shares outstanding for the reporting period. Diluted loss per share is computed on the basis of the weighted average number of common shares plus dilutive potential common shares outstanding using the treasury stock method. Any potentially dilutive securities are anti-dilutive due to the Company’s net losses. For the years presented, there is no difference between the basic and diluted net loss per share. |
Operating Segments [Policy Text Block] | Segments The Company operates in one reportable segment and, accordingly, no segment disclosures have been presented herein. |
Significant Accounting Policies [Policy Text Block] | Adoption of Recent Accounting Standards Revenue from Contracts with Customer In April 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-10 to clarify the implementation guidance on licensing and the identification of performance obligations consideration included in ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which is also known as ASC 606, was issued in May 2014 and outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. In March 2016, the FASB issued ASU 2016-08 to provide amendments to clarify the implementation guidance on principal versus agent considerations. The Company implemented the standard on the effective date of January 1, 2018 on a modified retrospective basis to contracts which were not completed as of this date. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements as we did not have any unrecognized transaction price, or any remaining performance obligations under the Company’s patient service contracts. Payments from patients are non-refundable, and are not dependent on the Company’s ongoing future performance. Due to potential collectability issues with patients, the Company has adopted a policy of recognizing these payments as revenue when received. Recognition and Measurement of Financial Assets and Financial Liabilities In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . ASU 2016-01 requires equity investments to be measured at fair value with changes in fair value recognized in net income; simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; requires separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the accompanying notes to the financial statements; and clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU 2016-01 will be effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company has adopted this guidance during the quarter ended March 31, 2018. The adoption of this update did not impact the Company’s consolidated financial statements and related disclosures. Statement of Cash Flows In August 2016, the FASB issued ASU No. 2016-15 Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments, which addresses specific cash flow classification issues where there is currently diversity in practice including debt prepayment and proceeds from the settlement of insurance claims. ASU 2016-15 is effective for annual periods beginning after December 15, 2017, with early adoption permitted. The Company adopted ASU No. 2016-15 as of January 1, 2018. The adoption of this update did not impact the Company’s consolidated financial statements and related disclosures. Compensation-Stock Compensation In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting , which clarifies when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. The Company adopted ASU 2017-09 as of December 31, 2018. The adoption of this standard did not impact the Company’s consolidated financial statements. Accounting for Certain Financial Instruments with Down Round Features In July 2017, the FASB has issued a two-part ASU No. 2017-11, (i). Accounting for Certain Financial Instruments with Down Round Features and (ii) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception which simplifies the accounting for certain financial instruments with down round features, a provision in an equity-linked financial instrument (or embedded feature) that provides a downward adjustment of the current exercise price based on the price of future equity offerings. It is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company adopted this standard on its consolidated financial statements and disclosures as of January 1, 2019, and given its sequencing policy in effect as of October 13, 2016, the impact of this standard was not material. Improvements to Non-employee Share-Based Payment Accounting In June 2018, the FASB issued ASU 2018-07 “Improvements to Nonemployee Share-Based Payment Accounting”, which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company adopted this standard on its consolidated financial statements as of January 1, 2019, and the adoption did not have a material impact on its consolidated financial statements. SEC Disclosure Update and Simplification In August 2018, the Security Exchange Commission (SEC) adopted the final rule under SEC Release No. 33-10532, “Disclosure Update and Simplification,” amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. This final rule was effective on November 5, 2018. The adoption did not have a material impact on its consolidated financial statements. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Standards to Be Adopted Leases In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) which supersedes ASC Topic 840, Leases. ASU 2016-02 requires lessees to recognize a right-of-use asset and a lease liability on their balance sheets for all the leases with terms greater than twelve months. Based on certain criteria, leases will be classified as either financing or operating, with classification affecting the pattern of expense recognition in the income statement. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements” that allows entities to apply the provisions of the new standard at the effective date (e.g. January 1, 2019), as opposed to the earliest period presented under the modified retrospective transition approach (January 1, 2017) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The modified retrospective approach includes a number of optional practical expedients primarily focused on leases that commenced before the effective date of Topic 842, including continuing to account for leases that commence before the effective date in accordance with previous guidance, unless the lease is modified. The Company is currently evaluating the effect the guidance will have on its Consolidated Financial Statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 December 31, 2018 and 2017 (in thousands): Fair value measured at December 31, 2018 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs December 31, 2018 (Level 1) (Level 2) (Level 3) Warrant liability $ 29,995 $ - $ - $ 29,995 Embedded conversion feature 357 - - 357 Total fair value $ 30,352 $ - $ - $ 30,352 Fair value measured at December 31, 2017 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs December 31, 2017 (Level 1) (Level 2) (Level 3) Warrant liability $ 40,171 $ - $ - $ 40,171 Embedded conversion feature 2,608 - - 2,608 Share-settled debt (in default) 3,308 - - 3,308 Total fair value $ 46,087 $ - $ - $ 46,087 |
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 years ended December 31, 2018 and 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 private offering 19,623 - - 19,623 Debt conversion 7,543 - - 7,543 Issuance of debt 139 - - 139 Cognate accounts payable settlement 11,204 - - 11,204 Modification of warrant liabilities 3,048 - - 3,048 41,557 - - 41,557 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 (2,162 ) - - (2,162 ) Extinguishment of warrant liabilities related to cashless warrants exercise (3,054 ) - - (3,054 ) Conversion of share-settled debt - - (1,892 ) (1,892 ) Change in fair value (1,032 ) 3,610 - 2,578 Balance – December 31, 2017 40,171 2,608 3,308 46,087 Warrants granted 10,066 - - 10,066 Bifurcated embedded derivative liability - 351 351 Extinguishment of warrant liabilities related to warrants exercised for cash (2,492 ) - - (2,492 ) Conversion of share-settled debt - - (3,308 ) (3,308 ) Extinguishment of derivative liabilities related to repayment of debt - (2,049 ) - (2,049 ) Change in fair value (17,750 ) (553 ) (18,303 ) Balance – December 31, 2018 $ 29,995 $ 357 $ - $ 30,352 |
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 December 31, 2018 and 2017 is as follows: As of December 31, 2018 As of December 31, 2017 Warrant Embedded Warrant Embedded Liability Conversion Feature Liability Conversion Feature Strike price $ 0.29 $ 0.44 $ 0.31 $ 0.50 Contractual term (years) 2.2 1.5 2.6 2.5 Volatility (annual) 85 % 85 % 110 % 102 % Risk-free rate 3 % 3 % 2 % 2 % Dividend yield (per share) 0 % 0 % 0 % 0 % |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes stock option activity for the Company’s option plans during the years ended December 31, 2018 and 2017 (amount in thousands, except per share number): Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (in years) Total Intrinsic Value Outstanding as of January 1, 2017 1,551 $ 10.56 1.9 $ - Granted 11,343 0.25 4.5 - Forfeited/expired (238 ) 9.90 - - Outstanding as of December 31, 2017 12,656 1.32 4.1 - Granted 100,090 0.23 9.3 - Forfeited/expired (12,587 ) 1.27 - - Outstanding as of December 31, 2018 100,159 $ 0.24 9.3 $ - Options vested and exercisable 81,972 $ 0.24 9.3 $ - |
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 years ended December 31, 2018 and 2017: For the years ended December 31, 2018 2017 Exercise price $ 0.23 $ 0.25 Expected term (years) 5.2 2.8 Expected stock price volatility 96 % 96 % Risk-free rate of interest 3 % 2 % |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | The following table summarizes stock-based compensation expense related to stock options for the years ended December 31, 2018 and 2017 (in thousands): For the years ended December 31, 2018 2017 Research and development $ 1,743 $ 568 General and administrative 12,367 - Total stock-based compensation expense $ 14,110 $ 568 |
Sale and Leaseback Transactio_2
Sale and Leaseback Transactions in the U.K. (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Sale Leaseback Transactions [Table Text Block] | The following sets forth the calculation of the gain on sale as of the closing (in thousands): Cash consideration received, net of fees $ 45,595 Extinguishment of environmental liability 6,200 Land and buildings – carrying value (45,168 ) Accumulated depreciation costs written off 1,397 Deferred profit on sale-leaseback transaction (4,748 ) Gain from sale of property in the United Kingdom $ 3,276 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment consist of the following at December 31, 2018 and 2017 (in thousands): December 31, December 31, Estimated 2018 2017 Useful Life Leasehold improvements $ 81 $ 81 Lesser of lease term or estimated useful life Office furniture and equipment 25 25 3 Computer equipment and software 599 622 3 705 728 Less: accumulated depreciation (683 ) (559 ) Total property, plant and equipment, net $ 22 $ 169 Land in the United Kingdom $ 86 $ 29,003 NA Buildings in the United Kingdom - 18,601 15 Less: accumulated depreciation - (285 ) Total facilities in the United Kingdom, net $ 86 $ 47,319 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The following two tables summarize outstanding debt as of December 31, 2018 and 2017, respectively (amount in thousands): Stated Fair Value of Interest Conversion Remaining Embedded Carrying Maturity Date Rate Price Face Value Debt Discount Conversion Option Value Short term convertible notes payable 6% unsecured (1) Due 6 % $ 3.09 $ 135 $ - $ - $ 135 10% unsecured (2) 10/18/2019 10 % $ 0.22 500 (43 ) - 457 18% unsecured (3) In Default 18 % $ 0.21 914 - 357 1,271 1,549 (43 ) 357 1,863 Short term convertible notes payable - related party 10% unsecured (4) On Demand 10 % $ 0.23 5,400 - - 5,400 Short term notes payable 8% unsecured (5) 6/20/2019 and 12/12/2019 8 % N/A 3,840 (383 ) - 3,457 10% unsecured (9) Various 10 % N/A 3,658 (400 ) 3,258 12% unsecured (10) Various 12 % N/A 440 - - 440 7,938 (783 ) - 7,155 Short term notes payable - related parties 10% unsecured - Related Parties (12) On Demand 10 % N/A 324 - - 324 12% unsecured - Related Parties (12) On Demand 12 % N/A 69 - - 69 393 - - 393 Long term notes payable 8% unsecured (16) 2/13/2020 8 % N/A 1,155 (119 ) - 1,036 5% unsecured (17) 1/13/2020 10 % N/A 1,000 (50 ) - 950 2,155 (169 ) - 1,986 Ending balance as of December 31, 2018 $ 17,435 $ (995 ) $ 357 $ 16,797 Stated Remaining Fair Value of Interest Conversion Debt (Discount)/ Embedded Carrying Maturity Date Rate Price Face Value Premium Conversion Option Value Short term convertible notes payable 6% unsecured (1) Due 6 % $ 3.09 $ 135 $ - $ - $ 135 Short term notes payable 8% unsecured (6) 9/3/2018 and 12/5/2018 8 % N/A 2,007 355 - 2,362 8% unsecured (7) 6/30/2018 8 % N/A 1,655 (103 ) - 1,552 10% unsecured (8) On Demand 10 % N/A 650 - - 650 12% unsecured (10) On Demand 12 % N/A 440 (82 ) - 358 8% unsecured (11) On Demand 8 % N/A 2,200 - - 2,200 6,952 170 - 7,122 Short term notes payable - related parties 10% unsecured - Related Parties (12) On Demand 10 % N/A 1,071 - - 1,071 12% unsecured - Related Parties (12) On Demand 12 % N/A 50 - - 50 1,121 - - 1,121 Share-settled debt, at fair value (13) In Default 18 % $ 0.24 3,308 - - 3,308 Short term mortgage loan (14) 8/16/2018 & 11/16/18 12 % N/A 11,629 (403 ) - 11,226 Long term convertible notes payable 12% secured convertible notes (15) 06/21/20 12 % $ 0.50 5,350 (1,948 ) 2,608 6,010 Long term notes payable 8% unsecured (5) 06/20/19 8 % N/A 2,880 (373 ) - 2,507 Ending balance as of December 31, 2017 $ 31,375 $ (2,554 ) $ 2,608 $ 31,429 (1) This $135,000 note as of December 31, 2018 and December 31, 2017 consists of two separate 6% notes in the amounts of $110,000 and $25,000. In regard to the $110,000 note, the Company has made ongoing attempts to locate the creditor to repay or convert this note, but has been unable to locate the creditor to date. In regard to the $25,000 note, the holder has elected to convert these notes into equity, the Company has delivered the applicable conversion documents to the holder, and the Company is waiting for the holder to execute and return the documents. (2) On October 18, 2018, the Company entered into an Unsecured Convertible Promissory Note Agreement Plus Warrant (the “Note”) with an individual investor (the “Holder”) for an aggregate principal amount of $500,000. The Note bore interest at a rate of 10% per annum and is convertible at a conversion price of $0.22 per share of common stock. The Note is due and payable on October 18, 2019. Upon issuance of the Note, the Holder received a 2-year warrant to purchase 714,286 common shares of the Company at an exercise price of $0.35 per share (the “Warrants”). The fair value of the Warrants on the issuance date was approximately $57,000 using the Black-Scholes Model, which was recorded as a discount with a corresponding credit to warrant liabilities. (3) On May 1, 2018, the Company entered into a Convertible Secured Full Recourse Redeemable Note Agreement (the “Secured Note”) of $1.4 million with an existing investor, who is currently holding certain share-settled debt of the Company. The Secured Note included an original issue discount of $0.1 million and $50,000 legal cost that was reimbursable to the investor. The Secured Note was due on August 25, 2018 and is currently in default. The Secured Note currently bears a default interest rate at 18%. Due to the events of default, the holder is entitled to convert all or any amount of the outstanding principal amount and interest into shares of the common stock of the Company without restrictive legend of any nature. The conversion price is equal to 90% of the average of the 5 lowest daily VWAP of the Company’s common stock during the 15 consecutive trading days immediately preceding the conversion date. The Company recorded $351,000 interest expenses related to embedded derivative liabilities as of the maturity date of the Secured Note and revalued at $357,000 as of December 31, 2018. The Company recognized interest expense of approximately $ 189,000 The accrued interest associated with the Secured Note was approximately $111,000 as of December 31, 2018. (4) Between February 2018 and April 2018, the Company’s Chief Executive Officer, Linda Powers, loaned the Company aggregate funding of $5.4 million, and the Company entered into convertible note agreements for this amount (the “Convertible Notes”). The Convertible Notes bear interest rate at 10% per annum, and are repayable upon 15 days' notice from the holder (and in any event no later than five years from the date of the Convertible Notes). The principal and interest of the Convertible Notes are convertible into Series B Preferred Stock at conversion price of $2.30 per share, and each share of Series B Preferred Stock is convertible into 10 shares of common stock. Additionally, the Convertible Notes carry Class D-2 Warrants, with half of the Class D-2 Warrants due and issuable when the loan was provided, and half of the Class D-2 Warrants due on a proportional basis in the event of conversion of some or all of the Note. The Class D-2 Warrants have five-year term. The Company issued 23.5 million Class D-2 Warrants with an exercise price of $0.30, including 11.7 million contingently issuable warrants, which will be issued upon Mrs. Powers conversion of the Convertible Notes. The fair value of the warrants was approximately $4.2 million, which was recorded as debt discount at the issuance date. The Company recorded $4.2 million interest expense as amortization on the debt discount immediately due to the term of the Convertible Notes, which are on demand. On November 11, 2018, the Company and Ms. Powers agreed to extend the notes to a maturity of one year following the respective funding dates. In consideration of the continuing forbearance, the Company will issue warrants representing 50% of the amounts due under the loans from Ms. Powers. The warrants will have an exercise price at $0.35 per share, and have an exercise period of 2 years. The accrued unpaid interest associated with the Convertible Notes was approximately $451,000 as of December 31, 2018. (5) This $3.8 million note as of December 31, 2018 consists of two separate 8% notes in the amounts of $1.2 million and $2.6 million. During the year ended December 31, 2018, the Company converted approximately $1.9 million principal and $0.3 million accrued interest into approximately 13.1 million shares of common stock at fair value of $3.1 million. The Company recorded an approximate $0.9 million debt extinguishment loss from this conversion. (6) This $2.0 million note as of December 31, 2017 consists of two separate 8% notes in the amounts of $1.1 million and $0.9 million. Both notes were fully converted to the Company's common shares as of December 31, 2018. During the year ended December 31, 2018, the Company converted approximately $2.0 million principal and $75,000 accrued interest into approximately 10.4 million shares of common stock at fair value of $2.5 million. The Company recorded an approximate $0.4 million debt extinguishment loss from this conversion. During the year ended December 31, 2017, the Company converted approximately $0.4 million principal and $15,000 accrued interest into approximately 3.0 million shares of common stock at fair value of $0.6 million. The Company recorded an approximate $0.2 million debt extinguishment loss from this conversion. (7) 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 year ended December 31, 2018, the Company entered into multiple exchange agreement with the Note holder to convert approximately $1.7 million principal and $33,000 accrued interest into approximately 6.8 million shares of common stock at fair value of $1.8 million. The Company recorded approximately $0.1 million debt extinguishment loss from this conversion During the year ended December 31, 2017, the Company entered into multiple exchange agreement with the Note holder to convert approximately $1.7 million principal and $0.2 million accrued interest into approximately 13.1 million shares of common stock at fair value of $2.7 million. The Company recorded approximately $0.8 million debt extinguishment loss from this conversion (8) In 2017, the Company entered two promissory note agreements (the “Notes”) with certain investors for an aggregate principal amount of $650,000. The Notes bore interest at 10% per annum, and were payable upon demand. During the year ended December 31, 2018, the Company agreed to take the proceeds from the $500,000 note and $12,000 accrued interest to offset certain Series A convertible preferred stock subscription receivable. During the year ended December 31, 2018, the Company made $150,000 principal payment and $22,000 interest payment. (9) Between October 1, 2018 and November 7, 2018, the Company entered into multiple one-year promissory notes (the “Notes”) with multiple holders (the “Holders”) for an aggregate principal amount of $3.7 million. The notes included approximately $0.2 million OID. The Notes bore interest at 10% per annum. Upon issuance of the Notes, each of the Holders also received a 2-year warrant (the “Warrants”) to purchase 6.2 million common shares at an exercise price of $0.35 per share. The fair value of the Warrants on the issuance date was approximately $0.5 million using the Black-Scholes Model, which was recorded as a discount with a corresponding credit to warrant liabilities. During the year ended December 31, 2018, the Company recognized interest expense of approximately $0.3 million resulting from amortization of debt discount for the Notes. The remaining debt discount as of December 31, 2018 was approximately $0.4 million. The accrued interest associated with the Note was approximately $64,000 as of December 31, 2018. (10) During the year ended December 31, 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 fair value of the Warrants on the issuance date was approximately $139,000 using the Black-Scholes Model, which was recorded as a discount with a corresponding credit to warrant liabilities. During the year ended December 31, 2018 and 2017, the Company recognized interest expense of approximately $82,000 and $57,000 resulting from amortization of debt discount for the Notes, respectively. (11) On December 29, 2017, the Company entered into a promissory note agreement (the “Note”) with a third party for principal amount of $2.2 million. The Note bore interest at 8% per annum, and is payable upon demand. The Note was fully repaid in January 2018. (12) Related Party Notes Goldman Notes In 2017, Leslie J. Goldman, an officer of the Company, loaned the Company an aggregate amount of $1.3 million pursuant to certain Demand Promissory Note Agreements. On January 3, 2018, Mr. Leslie loaned the Company an additional $30,000 (collectively the “Goldman Notes”). Approximately $0.5 million of the Goldman Notes bear interest at the rate of 12% per annum, and $0.8 million of the Goldman Notes bear interest at the rate of 10% per annum. During the year ended December 31, 2017, the Company made an aggregate principal payment of $1.2 million 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 $0.3 million outstanding debt incurred during the year ended December 31, 2016. During the year ended December 31, 2018, the Company made an aggregate principal payment of $0.4 million on the Goldman Notes. The outstanding principal amount for the Goldman Notes was approximately $69,000 and $0.4 million as of December 31, 2018 and December 31, 2017, respectively. There was approximately $73,000 accrued interest associated with the Goldman Notes which remained unpaid and due as of December 31, 2018. Toucan Notes In 2017, Toucan Capital Fund III loaned the Company an aggregate amount of $1.2 million 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 year ended December 31, 2017, the Company made an aggregate principal payment of approximately $0.8 million on the Toucan Notes. During the year ended December 31, 2018, the Company made an aggregate principal payment of approximately $0.4 million on the Toucan Notes. In addition, the Company also made a partial interest payment of $18,000. All principal was repaid as of December 31, 2018. There was approximately $46,000 remaining of unpaid interest as of December 31, 2018. Board of Directors Notes In 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. On November 28, 2018, the Company made a partial payment of $40,000 to the Note held by Mr. Farmer. The outstanding principal amount and accrued interest for the Notes as of December 31, 2018 were approximately $260,000 and $51,000, respectively. The Notes were fully paid back in January 2019. Advent BioServices Note On September 26, 2018, Advent BioServices, a related party which was formerly part of Cognate BioServices and was spun off separately as part of an institutional financing of Cognate, provided a short-term loan to the Company in the amount of $65,000 (50,000 GBP). The loan bears interest at 10% per annum, and is payable upon demand, with 7 days’ prior written notice to the Company. (13) During the year ended December 31, 2018 and 2017, the holder of the Company’s share-settled debt converted approximately $3.3 million and $1.9 million of outstanding share-settled debt, respectively. The Holder has also forgiven the outstanding interest of approximately $1.4 million, which was recorded as gain from debt extinguishment during the year ended December 31, 2018. (14) Upon the closing of sale of property in U.K. on December 14, 2018 (see Note 6), the two mortgage loans held by the Company were fully paid back as of December 31, 2018. The Company’s senior convertible notes secured by the mortgage loans were also paid back on December 14, 2018 (see note (15) below). The Company recorded debt extinguishment loss of approximately $0.4 million resulting from written off remaining unamortized deferred financing cost. The table below summarizes details the break down for the senior mortgage payment on December 14, 2018 (amount in thousands): Principal $ 9,758 Exit fee liability 120 Renewal fee 1,464 Other expenses 39 Total mortgage payment $ 11,381 During the year ended December 31, 2018 and 2017, the Company made interest payments on the senior mortgage loan of approximately $1.1 million and $1.3 million, respectively. (15) These long-term secured convertible notes (the “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 Notes are secured by the property owned by the Company in the U.K., and not by any other assets of the Company. The 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. On December 14, 2018, upon the closing of sale of U.K. property (see note 6), the Company made full repayment on the Notes including outstanding interest of approximately $1.0 million. Additionally, the embedded conversion feature associated with the Notes, which had been revalued as of December 14, 2018 to approximately $2.0 million (see note 4), and the remaining unamortized debt discount were written off. The Company recorded approximately $0.7 million debt extinguishment gain. The tables below summarize the detail for the Notes payment on December 14, 2018 (amount in thousands): Principal amount $ 5,350 Accrued interest 1,012 Total cash payment $ 6,362 Remaining unamortized debt discount $ (1,374 ) Embedded derivative liability 2,049 Gain on debt extinguishment $ 675 (16) On August 13, 2018, the Company entered into a note purchase agreement (the “Note”) with an individual investor for an aggregate principal amount of $1,155,000. The Note bears interest at 8% per annum with a 2-year term. The Note carries an aggregated original issue discount of $150,000 and $5,000 for legal costs that were reimbursable to the investor. During the year ended December 31, 2018, no repayments have been made on the Note. The remaining debt discount and accrued interest associated with the Note as of December 31, 2018 was $119,000 and $36,000, respectively (17) On August 13, 2018, the Company entered into an 18 month Note with an institutional investor at a 5% annual interest rate for $1.0 million with principal and interest payable on the maturity date of January 13, 2020. Upon issuance of the Note, the investor received a 2-year, 50% warrant containing 833,333 exercise shares (the “Warrants”) at an exercise price of $0.60 per share. The Warrants had fair value of approximately $67,000 on the grant date, which was recorded as debt discount. The Note also includes a prepayment provision. |
Interest Income and Interest Expense Disclosure [Table Text Block] | The following table summarizes total interest expenses related to senior convertible notes, share-settled debt, other notes and mortgage loans for the years ended December 31, 2018 and 2017, respectively (in thousands): For the years ended December 31, 2018 2017 Interest expenses related to 2014 Senior convertible notes: Contractual interest $ - $ 424 Amortization of debt issuance costs - 175 Total interest expenses related to senior convertible notes - 599 Interest expenses related to other notes: Contractual interest 2,265 1,924 Amortization on debt premium (355 ) 407 Amortization of debt discount 6,210 846 Total interest expenses related to other notes 8,120 3,177 Interest expenses related to mortgage loan: Contractual interest 1,174 1,263 Amortization of debt issuance costs 496 495 Total interest expenses on the mortgage loan 1,670 1,758 Interest expenses related to Series A convertible preferred stock 68 - Other interest expenses 13 11 Total interest expense $ 9,871 $ 5,545 |
Net Loss per Share Applicable_2
Net Loss per Share Applicable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 years ended December 31, 2018 2017 Series A convertible preferred stock - 97,200 Series B convertible preferred stock - 55,819 Common stock options 100,159 12,656 Common stock warrants - equity treatment - 30,838 Common stock warrants - liability treatment 360,414 289,568 Contingently issuable warrants 11,739 - Share-settled debt and accrued interest, at fair value - 18,211 Convertible notes and accrued interest 32,954 15,735 Potentially dilutive securities 505,266 520,027 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule Of Settlement Obligations [Table Text Block] | The following table shows a summary of the Cognate Settlement Agreement (amount in thousands): Unpaid invoices for 2016 and 2017 $ (21,963 ) Fair value of Series A Convertible Preferred Stock 6,919 Fair value of Series B Convertible Preferred Stock 12,235 Fair value of Class D-1 and Class D-2 warrants 11,204 Additional research and development cost recorded from Cognate settlement $ 8,395 |
Schedule of Related Party Transactions [Table Text Block] | The following table summarizes expenses incurred to related parties (i.e., amounts invoiced) during the year ended December 31, 2018 and 2017 (amount in thousands) (some of which remain unpaid as noted in the second table below): For the years ended December 31, 2018 2017 Cognate BioServices, Inc. (no longer related party since Q2 2018) $ 873 $ 12,082 Cognate BioServices GmbH 66 1,330 Cognate Israel 168 1,008 Advent BioServices 6,258 1,807 Research and development cost from Cognate settlement - 8,395 Total $ 7,365 $ 24,622 The following table summarizes outstanding unpaid accounts payable held by related parties as of December 31, 2018 and 2017 (amount in thousands). These unpaid amounts include part of the expenses reported in the table above and also certain expenses incurred in prior periods. The unpaid amounts to Cognate BioServices, Inc. also include certain amounts that the Company disputes and that are under discussion with Cognate. December 31, 2018 December 31, 2017 Cognate BioServices, Inc. (no longer related party in Q2 2018) * $ 9,472 $ 4,520 Cognate BioServices GmbH 4 279 Cognate Israel - 239 Advent BioServices 3,967 165 Total $ 13,443 $ 5,203 * Including certain disputed amounts that the Company is in the process of discussing with Cognate. |
Temporary Equity (Tables)
Temporary Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 years ended December 31, 2018 and 2017: For the years ended December 31, 2018 2017 Exercise price $ 0.23 $ 0.25 Expected term (years) 5.2 2.8 Expected stock price volatility 96 % 96 % Risk-free rate of interest 3 % 2 % |
Class D 1 Warrant [Member] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Due to the Sequencing Policy, the Class D-1 Warrants were classified as warrant liabilities. On the issuance date, the Company estimated the fair value of the Class D-1 Warrants at approximately $500,000 under the Black-Scholes option pricing model using the following primary assumptions: Exercise price $ 0.22 Expected term (years) 2.0 Expected stock price volatility 116 % Risk-free rate of interest 2 % Dividend yield (per share) 0 % |
Class D 2 Warrant [Member] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Due to the Sequencing Policy, the Class D-2 Warrants were classified as warrant liabilities. On the issuance date, the Company estimated the fair value of the Class D-2 Warrants at approximately $4.3 million under the Black-Scholes option pricing model using the following primary assumptions: Exercise price $ 0.30 Expected term (years) 2.0 Expected stock price volatility 115 % Risk-free rate of interest 2 % Dividend yield (per share) 0 % |
Series A Convertible Preferred Stock [Member] | |
Temporary Equity [Table Text Block] | The following table summarizes the Company’s Series A Convertible Preferred Stock activities for the year ended December 31, 2018 and 2017 (amount in thousands): Series A Convertible Preferred Stock Shares Amount Balances as of January 1, 2017 - $ - Issuance of Series A convertible preferred stock and warrants for cash (net of $11.0 million warrant liability and $0.7 million subscription receivable) 7,058 276 Beneficial conversion feature of Series A convertible preferred stock - (276 ) Deemed dividends related to immediate accretion of beneficial conversion feature of Series A convertible preferred stock - 276 Issuance of common stock for conversion of Series A convertible preferred stock (400 ) (680 ) Deemed dividends on conversion of Series A convertible preferred stock to common stock - 624 Issuance of Series A convertible preferred stock and warrants in exchange for existing warrants 121 300 Conversion of certain payables to Cognate BioServices, Inc. to Series A convertible preferred stock and warrants 2,941 6,919 Balance as of December 31, 2017 9,720 7,439 Issuance of Series A convertible preferred stock and warrants for cash (net of $0.5 million warrant liability) 294 27 Conversion of note payable to offset Series A convertible preferred stock subscription receivable - 500 Conversion of interest payable to offset Series A convertible preferred stock subscription receivable - 71 Issuance of common stock for conversion of Series A convertible preferred stock (10,014 ) (18,929 ) Deemed dividends on conversion of Series A convertible preferred stock to common stock - 10,892 Balance as of December 31, 2018 - $ - |
Series B Convertible Preferred Stock [Member] | |
Temporary Equity [Table Text Block] | The following table summarizes the Company’s Series B Convertible Preferred Stock activities for the year ended December 31, 2018 and 2017 (amount in thousands): Series B Convertible Preferred Stock Shares Amount Balances as of January 1, 2017 - $ - Issuance of Series B convertible preferred stock and warrants for cash (net of $0.5 million warrant liability and $7,000 subscription receivable) 381 366 Beneficial conversion feature of Series B convertible preferred stock - (366 ) Deemed dividends related to immediate accretion of beneficial conversion feature of Series B convertible preferred stock - 366 Conversion of certain payables to Cognate BioServices, Inc. to Series B convertible preferred stock and warrants 5,201 12,235 Balance as of December 31, 2017 5,582 12,601 Issuance of Series B convertible preferred stock and warrants for cash (net of $4.3 million warrant liability and $10,000 subscription receivable) 2,868 2,309 Beneficial conversion feature of Series B convertible preferred stock - (2,086 ) Deemed dividends related to immediate accretion of beneficial conversion feature of Series B convertible preferred stock - 2,086 Issuance of common stock for conversion of Series B convertible preferred stock (8,450 ) (19,697 ) Deemed dividends on conversion of Series B convertible preferred stock to common stock - 4,787 Balance as of December 31, 2018 - $ - |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule Of Warrant Activity [Table Text Block] | The following is a summary of warrant activity for the years ended December 31, 2018 and 2017 (dollars in thousands, except per share data): Number of Weighted Average Remaining Warrants Exercise Price Contractual Term Outstanding as of January 1, 2017 58,278 $ 1.78 3.86 Warrants granted 362,240 0.36 Warrants exercised for cash (24,558 ) 0.11 Cashless warrants exercise (16,071 ) 0.20 Warrants expired and cancellation (59,483 ) 1.40 Outstanding as of December 31, 2017 320,406 0.50 2.62 Warrants granted 75,669 0.48 Warrants exercised for cash (10,936 ) 0.23 Warrants expired and cancellation (12,986 ) 1.33 Outstanding as of December 31, 2018 372,153 $ 0.29 1.97 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | The Company’s future minimum lease payments are as follows as of December 31, 2018 (in thousands): Office Leases U.K. U.S. Germany U.K. U.K MSA (1) Vision Centre Total 2019 $ 325 $ 16 $ 18 $ 4,814 $ 681 $ 5,854 2020 332 - - 4,814 681 5,827 2021 84 - - 4,814 681 5,579 2022 - - - 4,814 691 5,505 2023 - - - - 691 691 Thereafter - - - - 10,920 10,920 Total $ 741 $ 16 $ 18 $ 19,256 $ 14,345 $ 34,376 (1) Including lease payments under a lease where Advent is the lessee in 2019. Although the Company is not a party to this lease, Advent is charging the Company its share of the cost of this lease on a monthly basis and therefore the Company is including the minimum lease payments in the above table. The Company included approximately $ 19.3 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities at December 31, 2018 and 2017 are comprised of the following (in thousands): As of December 31, 2018 As of December 31, 2017 Deferred tax asset Net operating loss carryforward $ 170,087 $ 153,415 Research and development credit carry forwards 16,377 15,426 Stock based compensation and other 14,216 9,814 Total deferred tax assets 200,680 178,655 Valuation Allowance (200,680 ) (178,655 ) Deferred tax asset, net of allowance $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows: (dollars in thousands) As of December 31, 2018 As of December 31, 2017 Statutory federal income tax rate 21.0 % 34.0 % State taxes, net of federal tax benefit 9.1 % 4.0 % Tax rate differential on foreign income -0.4 % -0.4 % Derivative gain or loss 10.7 % -1.2 % Cancellation of shares 0.0 % 0.2 % Cancellation of warrants 0.0 % -0.2 % Other permanent items and true ups 0.5 % -8.6 % R&D Credit 2.7 % 0.7 % Change in rate 17.9 % -107.0 % Change in valuation allowance -61.5 % 78.5 % Income tax provision (benefit) 0.0 % 0.0 % |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | As of December 31, 2018 As of December 31, 2017 Federal Current $ - $ - Deferred (10,688 ) 59,454 State Current - - Deferred (9,469 ) (2,911 ) Foreign Current Deferred (1,868 ) 924 Change in valuation allowance 22,025 (57,467 ) Income tax provision (benefit) $ - $ - |
Financial Condition, Going Co_2
Financial Condition, Going Concern and Management Plans (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net Cash Provided by (Used in) Operating Activities | $ (34,586) | $ (36,495) |
Retained Earnings (Accumulated Deficit) | (824,413) | (788,619) |
Net Income (Loss) Attributable to Parent | $ (35,794) | $ (73,143) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Textual) - USD ($) | Dec. 14, 2018 | Dec. 31, 2018 |
Cash, FDIC Insured Amount | $ 250,000 | |
Share based Compensation Arrangement By Share based Payment Award Fair Value Assumptions estimated Foreiture Rate | 0.00% | |
Time Deposits, at or Above FDIC Insurance Limit | $ 22,000,000 | |
Sale Leaseback Transaction, Net Proceeds, Investing Activities | $ 45,595,000 | 45,600,000 |
Deferred Gain on Sale of Property | 8,000,000 | |
Sale Leaseback Transaction, Deferred Gain, Gross | $ 4,700,000 | $ 3,300,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 14, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | $ 29,995 | $ 40,171 | |
Embedded conversion feature | 357 | $ 2,049 | 2,608 |
Share-settled debt (in default) | 3,308 | ||
Total fair value | 30,352 | 46,087 | |
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 | 0 | |
Share-settled debt (in default) | 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 | 0 | |
Share-settled debt (in default) | 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 | 29,995 | 40,171 | |
Embedded conversion feature | 357 | 2,608 | |
Share-settled debt (in default) | 3,308 | ||
Total fair value | $ 30,352 | $ 46,087 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance | $ 46,087 | $ 10,062 |
Warrants granted | 10,066 | 41,557 |
Bifurcated embedded derivative liability | 351 | |
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 | (2,492) | (2,162) |
Extinguishment of warrant liabilities related to cashless warrants exercise | (3,054) | |
Conversion of share-settled debt | (3,308) | (1,892) |
Extinguishment of derivative liabilities related to repayment of debt | (2,049) | |
Change in fair value | (18,303) | 2,578 |
Balance | 30,352 | 46,087 |
Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants granted | 3,048 | |
Issuance of Debt [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants granted | 139 | |
Debt Conversion [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants granted | 7,543 | |
Public and Private Offering [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants granted | 19,623 | |
Share-settled Debt (in Default) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance | 3,308 | 5,200 |
Warrants granted | 0 | 0 |
Bifurcated embedded derivative liability | ||
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 | 0 |
Extinguishment of warrant liabilities related to cashless warrants exercise | 0 | |
Conversion of share-settled debt | (3,308) | (1,892) |
Extinguishment of derivative liabilities related to repayment of debt | 0 | |
Change in fair value | 0 | |
Balance | 0 | 3,308 |
Share-settled Debt (in Default) [Member] | Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants granted | 0 | |
Share-settled Debt (in Default) [Member] | Issuance of Debt [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants granted | 0 | |
Share-settled Debt (in Default) [Member] | Debt Conversion [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants granted | 0 | |
Share-settled Debt (in Default) [Member] | Public and Private Offering [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants granted | 0 | |
Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance | 40,171 | 4,862 |
Warrants granted | 10,066 | 41,557 |
Bifurcated embedded derivative liability | 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 | (2,492) | (2,162) |
Extinguishment of warrant liabilities related to cashless warrants exercise | (3,054) | |
Conversion of share-settled debt | 0 | 0 |
Extinguishment of derivative liabilities related to repayment of debt | 0 | |
Change in fair value | (17,750) | (1,032) |
Balance | 29,995 | 40,171 |
Warrant Liability [Member] | Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants granted | 3,048 | |
Warrant Liability [Member] | Issuance of Debt [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants granted | 139 | |
Warrant Liability [Member] | Debt Conversion [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants granted | 7,543 | |
Warrant Liability [Member] | Public and Private Offering [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants granted | 19,623 | |
Embedded Conversion Feature [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance | 2,608 | 0 |
Warrants granted | 0 | 0 |
Bifurcated embedded derivative liability | 351 | |
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 | 0 |
Extinguishment of warrant liabilities related to cashless warrants exercise | 0 | |
Conversion of share-settled debt | 0 | 0 |
Extinguishment of derivative liabilities related to repayment of debt | (2,049) | |
Change in fair value | (553) | 3,610 |
Balance | $ 357 | 2,608 |
Embedded Conversion Feature [Member] | Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants granted | 0 | |
Embedded Conversion Feature [Member] | Issuance of Debt [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants granted | 0 | |
Embedded Conversion Feature [Member] | Debt Conversion [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants granted | 0 | |
Embedded Conversion Feature [Member] | Public and Private Offering [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants granted | 0 | |
Cognate Accounts Payable Settlements [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants granted | 11,204 | |
Cognate Accounts Payable Settlements [Member] | Share-settled Debt (in Default) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants granted | 0 | |
Cognate Accounts Payable Settlements [Member] | Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants granted | 11,204 | |
Cognate Accounts Payable Settlements [Member] | Embedded Conversion Feature [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrants granted | $ 0 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details 2) - Fair Value, Inputs, Level 3 [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Embedded Conversion Feature [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | $ 0.44 | $ 0.50 |
Contractual term (years) | 1 year 6 months | 2 years 6 months |
Volatility (annual) | 85.00% | 102.00% |
Risk-free rate | 3.00% | 2.00% |
Dividend yield (per share) | 0.00% | 0.00% |
Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Strike price | $ 0.29 | $ 0.31 |
Contractual term (years) | 2 years 2 months 12 days | 2 years 7 months 6 days |
Volatility (annual) | 85.00% | 110.00% |
Risk-free rate | 3.00% | 2.00% |
Dividend yield (per share) | 0.00% | 0.00% |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares, Outstanding | 12,656 | 1,551 | |
Number of Shares, Granted | 100,090 | 11,343 | |
Number of Shares, Forfeited/expired | (12,587) | (238) | |
Number of Shares, Outstanding | 100,159 | 12,656 | 1,551 |
Number of Options, Options vested and exercisable | 81,972 | ||
Weighted Average Exercise Price, Outstanding | $ 1.32 | $ 10.56 | |
Weighted Average Exercise Price, Granted | 0.23 | 0.25 | |
Weighted Average Exercise Price, Forfeited/expired | 1.27 | 9.90 | |
Weighted Average Exercise Price, Outstanding | 0.24 | $ 1.32 | $ 10.56 |
Weighted Average Exercise Price, Options vested and exercisable | $ 0.24 | ||
Weighted Average Remaining Contractual Life (in years), Outstanding | 9 years 3 months 18 days | 4 years 1 month 6 days | 1 year 10 months 24 days |
Weighted Average Remaining Contractual Life (in years), Granted | 9 years 3 months 18 days | 4 years 6 months | |
Weighted Average Remaining Contractual Life (in years), Options vested and exercisable | 9 years 3 months 18 days | ||
Total Intrinsic Value, Outstanding | $ 0 | $ 0 | |
Total Intrinsic Value, Granted | 0 | 0 | |
Total Intrinsic Value, Outstanding | 0 | $ 0 | $ 0 |
Total Intrinsic Value, Options vested and exercisable | $ 0 |
Stock-based Compensation (Det_2
Stock-based Compensation (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Exercise price | $ 0.23 | $ 0.25 |
Expected term (years) | 5 years 2 months 12 days | 2 years 9 months 18 days |
Expected stock price volatility | 96.00% | 96.00% |
Risk-free rate of interest | 3.00% | 2.00% |
Stock-based Compensation (Det_3
Stock-based Compensation (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Allocated Share-based Compensation Expense | $ 14,110 | $ 568 |
Research and development [Member] | ||
Allocated Share-based Compensation Expense | 1,743 | 568 |
General and administrative [Member] | ||
Allocated Share-based Compensation Expense | $ 12,367 | $ 0 |
Stock-based Compensation (Det_4
Stock-based Compensation (Details Textual) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | Jun. 13, 2017 | Nov. 18, 2018 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 1.6 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 8 months 12 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 50% of the Options were vested on the grant date, and 50% are vesting 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 | $ 16.3 | ||
Share Based Compensation Arrangement By Share Based Payment Award Options Vested | 50.00% | ||
Share Based Compensation Arrangement By Share Based Payment Award Options Expected To Vest | 50.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 7.9 | 3.1 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | 4 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | 10 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.25 | $ 0.25 | |
January Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | the Board approved extension of the exercise period for options that were granted to Dr. Alton Boyton and Dr. Marnix Bosch on June 13, 2017, from 5 years to 10 years | ||
Modification of Incremental Cost | $ 0.3 | ||
Chief Scientific Officer [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 3.4 |
Sale and Leaseback Transactio_3
Sale and Leaseback Transactions in the U.K. (Details) - USD ($) $ in Thousands | Dec. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash consideration received, net of fees | $ 45,595 | $ 45,600 | |
Extinguishment of environmental liability | 6,200 | 0 | $ 6,200 |
Accumulated depreciation costs written off | 1,397 | ||
Deferred profit on sale-leaseback transaction | (4,748) | $ (4,802) | |
Gain from sale of property in the United Kingdom | 3,276 | ||
Land and Building [Member] | |||
Land and buildings – carrying value | $ (45,168) |
Sale and Leaseback Transactio_4
Sale and Leaseback Transactions in the U.K. (Details Textual) - USD ($) $ in Thousands | Dec. 14, 2018 | Dec. 31, 2018 |
Sale Leaseback Transaction, Gross Proceeds, Investing Activities | $ 47,200 | |
Sale Leaseback Transaction, Description of Asset(s) | The retention of the Company's ownership of 17 acres of the property, and the lease-back of the 87,000 square foot manufacturing facility. | |
Proceeds from Sale of Property Held-for-sale | $ 8,000 | |
Gain on Sale of Property | 3,300 | $ 3,300 |
Sale Leaseback Transaction, Deferred Gain, Net | $ 4,748 | $ 4,802 |
Sale Lease back Transaction Lease Term | 20 years | |
Sale Lease Back Renewal Option Term | 20 years |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Total property, plant and equipment, net | $ 108 | $ 47,488 |
Domestic [Member] | ||
Property, Plant and Equipment, Gross | 705 | 728 |
Less: accumulated depreciation | (683) | (559) |
Total property, plant and equipment, net | 22 | 169 |
UNITED KINGDOM | ||
Less: accumulated depreciation | 0 | (285) |
Total property, plant and equipment, net | $ 86 | 47,319 |
Leasehold improvements [Member] | ||
Leasehold Improvements Useful Life | Lesser of lease term or estimated useful life | |
Leasehold improvements [Member] | Domestic [Member] | ||
Property, Plant and Equipment, Gross | $ 81 | 81 |
Office furniture and equipment [Member] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Office furniture and equipment [Member] | Domestic [Member] | ||
Property, Plant and Equipment, Gross | $ 25 | 25 |
Computer equipment and software [Member] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Computer equipment and software [Member] | Domestic [Member] | ||
Property, Plant and Equipment, Gross | $ 599 | 622 |
Land [Member] | UNITED KINGDOM | ||
Property, Plant and Equipment, Gross | 86 | 29,003 |
Building [Member] | UNITED KINGDOM | ||
Property, Plant and Equipment, Gross | $ 0 | $ 18,601 |
Property, Plant and Equipment, Useful Life | 15 years |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Depreciation | $ 1.3 | $ 0.4 |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 12 Months Ended | ||||||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 14, 2018 | Nov. 07, 2018 | Oct. 18, 2018 | Apr. 30, 2018 | ||||
Debt Instrument, Stated Interest Rate | 10.00% | 10.00% | 10.00% | ||||||
Debt Instrument, Face Value | $ 17,435,000 | $ 31,375,000 | $ 3,700,000 | $ 5,400,000 | |||||
Debt Instrument, Remaining Debt (Discount) | (995,000) | (2,554,000) | $ (1,374,000) | ||||||
Debt Instrument, Fair Value of Embedded Conversion Option | 357,000 | 2,608,000 | |||||||
Debt Instrument, Carrying Value | 16,797,000 | $ 31,429,000 | |||||||
Short-term Debt [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [1] | 8/16/2018 & 11/16/18 | |||||||
Debt Instrument, Stated Interest Rate | [1] | 12.00% | |||||||
Debt Instrument, Face Value | 1,549,000 | $ 11,629,000 | [1] | ||||||
Debt Instrument, Remaining Debt (Discount) | (43,000) | (403,000) | [1] | ||||||
Debt Instrument, Fair Value of Embedded Conversion Option | 357,000 | ||||||||
Debt Instrument, Carrying Value | $ 1,863,000 | $ 11,226,000 | [1] | ||||||
Short-term Debt [Member] | Share Settled Debt [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [2] | In Default | |||||||
Debt Instrument, Stated Interest Rate | [2] | 18.00% | |||||||
Debt Instrument, Conversion Price | [2] | $ 0.24 | |||||||
Debt Instrument, Face Value | [2] | $ 3,308,000 | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [2] | 0 | |||||||
Debt Instrument, Carrying Value | [2] | $ 3,308,000 | |||||||
Short-term Debt [Member] | Six Percent Unsecurble [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [3] | Due | Due | ||||||
Debt Instrument, Stated Interest Rate | [3] | 6.00% | 6.00% | ||||||
Debt Instrument, Conversion Price | [3] | $ 3.09 | $ 3.09 | ||||||
Debt Instrument, Face Value | [3] | $ 135,000 | $ 135,000 | ||||||
Debt Instrument, Remaining Debt (Discount) | [3] | 0 | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [3] | 0 | 0 | ||||||
Debt Instrument, Carrying Value | [3] | $ 135,000 | 135,000 | ||||||
Short-term Debt [Member] | Ten Percent Unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [4] | 10/18/2019 | |||||||
Debt Instrument, Stated Interest Rate | 10.00% | [4] | 10.00% | ||||||
Debt Instrument, Conversion Price | $ 0.22 | [4] | $ 0.22 | ||||||
Debt Instrument, Face Value | $ 500,000 | [4] | $ 500,000 | ||||||
Debt Instrument, Remaining Debt (Discount) | [4] | (43,000) | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [4] | 0 | |||||||
Debt Instrument, Carrying Value | [4] | $ 457,000 | |||||||
Short-term Debt [Member] | Eighteen Percent Unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [5] | In Default | |||||||
Debt Instrument, Stated Interest Rate | [5] | 18.00% | |||||||
Debt Instrument, Conversion Price | [5] | $ 0.21 | |||||||
Debt Instrument, Face Value | [5] | $ 914,000 | |||||||
Debt Instrument, Remaining Debt (Discount) | [5] | 0 | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [5] | 357,000 | |||||||
Debt Instrument, Carrying Value | [5] | 1,271,000 | |||||||
Short Term Notes Payable [Member] | |||||||||
Debt Instrument, Face Value | 7,938,000 | 6,952,000 | |||||||
Debt Instrument, Remaining Debt (Discount) | (783,000) | ||||||||
Debt Instrument, Remaining Debt Premium | 170,000 | ||||||||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | 0 | |||||||
Debt Instrument, Carrying Value | $ 7,155,000 | $ 7,122,000 | |||||||
Short Term Notes Payable [Member] | Eight Percent Unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | 6/20/2019 and 12/12/2019 | [6] | 9/3/2018 and 12/5/2018 | [7] | |||||
Debt Instrument, Stated Interest Rate | 8.00% | [6] | 8.00% | [7] | |||||
Debt Instrument, Face Value | $ 3,840,000 | [6] | $ 2,007,000 | [7] | |||||
Debt Instrument, Remaining Debt (Discount) | [6] | (383,000) | |||||||
Debt Instrument, Remaining Debt Premium | [7] | 355,000 | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | [6] | 0 | [7] | |||||
Debt Instrument, Carrying Value | $ 3,457,000 | [6] | $ 2,362,000 | [7] | |||||
Short Term Notes Payable [Member] | Ten Percent Unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | Various | [8] | On Demand | [9] | |||||
Debt Instrument, Stated Interest Rate | 10.00% | [8] | 10.00% | [9] | |||||
Debt Instrument, Face Value | $ 3,658,000 | [8] | $ 650,000 | [9] | |||||
Debt Instrument, Remaining Debt (Discount) | [8] | (400,000) | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [9] | 0 | |||||||
Debt Instrument, Carrying Value | $ 3,258,000 | [8] | $ 650,000 | [9] | |||||
Short Term Notes Payable [Member] | Twelve Percent Unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [10] | Various | On Demand | ||||||
Debt Instrument, Stated Interest Rate | [10] | 12.00% | 12.00% | ||||||
Debt Instrument, Face Value | [10] | $ 440,000 | $ 440,000 | ||||||
Debt Instrument, Remaining Debt (Discount) | [10] | 0 | (82,000) | ||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [10] | 0 | 0 | ||||||
Debt Instrument, Carrying Value | [10] | 440,000 | $ 358,000 | ||||||
Short Term Notes Payable [Member] | Eight Percent Unsecured One [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [11] |  6/30/2018 | |||||||
Debt Instrument, Stated Interest Rate | [11] | 8.00% | |||||||
Debt Instrument, Face Value | [11] | $ 1,655,000 | |||||||
Debt Instrument, Remaining Debt (Discount) | [11] | (103,000) | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [11] | 0 | |||||||
Debt Instrument, Carrying Value | [11] | $ 1,552,000 | |||||||
Short Term Notes Payable [Member] | Eight Percent Unsecured Two [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [12] | On Demand | |||||||
Debt Instrument, Stated Interest Rate | [12] | 8.00% | |||||||
Debt Instrument, Face Value | [12] | $ 2,200,000 | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [12] | 0 | |||||||
Debt Instrument, Carrying Value | [12] | 2,200,000 | |||||||
Short Term Notes Payable Related Parties [Member] | |||||||||
Debt Instrument, Face Value | 393,000 | 1,121,000 | |||||||
Debt Instrument, Remaining Debt (Discount) | 0 | ||||||||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | 0 | |||||||
Debt Instrument, Carrying Value | $ 393,000 | $ 1,121,000 | |||||||
Short Term Notes Payable Related Parties [Member] | Ten Percent Unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [13] | On Demand | On Demand | ||||||
Debt Instrument, Stated Interest Rate | [13] | 10.00% | 10.00% | ||||||
Debt Instrument, Face Value | [13] | $ 324,000 | $ 1,071,000 | ||||||
Debt Instrument, Remaining Debt (Discount) | [13] | 0 | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [13] | 0 | 0 | ||||||
Debt Instrument, Carrying Value | [13] | $ 324,000 | $ 1,071,000 | ||||||
Short Term Notes Payable Related Parties [Member] | Twelve Percent Unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [13] | On Demand | On Demand | ||||||
Debt Instrument, Stated Interest Rate | [13] | 12.00% | 12.00% | ||||||
Debt Instrument, Face Value | [13] | $ 69,000 | $ 50,000 | ||||||
Debt Instrument, Remaining Debt (Discount) | [13] | 0 | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [13] | 0 | 0 | ||||||
Debt Instrument, Carrying Value | [13] | 69,000 | $ 50,000 | ||||||
Long-term Debt [Member] | Twelve Percent Unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [14] | 06/21/20 | |||||||
Debt Instrument, Stated Interest Rate | [14] | 12.00% | |||||||
Debt Instrument, Conversion Price | [14] | $ 0.50 | |||||||
Debt Instrument, Face Value | [14] | $ 5,350,000 | |||||||
Debt Instrument, Remaining Debt (Discount) | [14] | (1,948,000) | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [14] | 2,608,000 | |||||||
Debt Instrument, Carrying Value | [14] | $ 6,010,000 | |||||||
Long Term Notes Payable [Member] | |||||||||
Debt Instrument, Face Value | 2,155,000 | ||||||||
Debt Instrument, Remaining Debt (Discount) | (169,000) | ||||||||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | ||||||||
Debt Instrument, Carrying Value | $ 1,986,000 | ||||||||
Long Term Notes Payable [Member] | Five Percent Unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [15] | 1/13/2020 | |||||||
Debt Instrument, Stated Interest Rate | [15] | 10.00% | |||||||
Debt Instrument, Face Value | [15] | $ 1,000,000 | |||||||
Debt Instrument, Remaining Debt (Discount) | [15] | (50,000) | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [15] | 0 | |||||||
Debt Instrument, Carrying Value | [15] | $ 950,000 | |||||||
Long Term Notes Payable [Member] | Eight Percent Unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | 2/13/2020 | [16] | 06/20/19 | [6] | |||||
Debt Instrument, Stated Interest Rate | 8.00% | [16] | 8.00% | [6] | |||||
Debt Instrument, Face Value | $ 1,155,000 | [16] | $ 2,880,000 | [6] | |||||
Debt Instrument, Remaining Debt (Discount) | (119,000) | [16] | (373,000) | [6] | |||||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | [16] | 0 | [6] | |||||
Debt Instrument, Carrying Value | $ 1,036,000 | [16] | $ 2,507,000 | [6] | |||||
Short term convertible notes payable - related party [Member] | Ten Percent Unsecured [Member] | |||||||||
Debt Instrument, Maturity Date, Description | [17] | On Demand | |||||||
Debt Instrument, Stated Interest Rate | [17] | 10.00% | |||||||
Debt Instrument, Conversion Price | [17] | $ 0.23 | |||||||
Debt Instrument, Face Value | [17] | $ 5,400,000 | |||||||
Debt Instrument, Remaining Debt (Discount) | [17] | 0 | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [17] | 0 | |||||||
Debt Instrument, Carrying Value | [17] | $ 5,400,000 | |||||||
[1] | Upon the closing of sale of property in U.K. on December 14, 2018 (see Note 6), the two mortgage loans held by the Company were fully paid back as of December 31, 2018. The Company’s senior convertible notes secured by the mortgage loans were also paid back on December 14, 2018 (see note (15) below). The Company recorded debt extinguishment loss of approximately $0.4 million resulting from written off remaining unamortized deferred financing cost. | ||||||||
[2] | During the year ended December 31, 2018 and 2017, the holder of the Company’s share-settled debt converted approximately $3.3 million and $1.9 million of outstanding share-settled debt, respectively. The Holder has also forgiven the outstanding interest of approximately $1.4 million, which was recorded as gain from debt extinguishment during the year ended December 31, 2018. | ||||||||
[3] | This $135,000 note as of December 31, 2018 and December 31, 2017 consists of two separate 6% notes in the amounts of $110,000 and $25,000. In regard to the $110,000 note, the Company has made ongoing attempts to locate the creditor to repay or convert this note, but has been unable to locate the creditor to date. In regard to the $25,000 note, the holder has elected to convert these notes into equity, the Company has delivered the applicable conversion documents to the holder, and the Company is waiting for the holder to execute and return the documents. | ||||||||
[4] | On October 18, 2018, the Company entered into an Unsecured Convertible Promissory Note Agreement Plus Warrant (the “Note”) with an individual investor (the “Holder”) for an aggregate principal amount of $500,000. The Note bore interest at a rate of 10% per annum and is convertible at a conversion price of $0.22 per share of common stock. The Note is due and payable on October 18, 2019. Upon issuance of the Note, the Holder received a 2-year warrant to purchase 714,286 common shares of the Company at an exercise price of $0.35 per share (the “Warrants”). The fair value of the Warrants on the issuance date was approximately $57,000 using the Black-Scholes Model, which was recorded as a discount with a corresponding credit to warrant liabilities. | ||||||||
[5] | On May 1, 2018, the Company entered into a Convertible Secured Full Recourse Redeemable Note Agreement (the “Secured Note”) of $1.4 million with an existing investor, who is currently holding certain share-settled debt of the Company. The Secured Note included an original issue discount of $0.1 million and $50,000 legal cost that was reimbursable to the investor. The Secured Note was due on August 25, 2018 and is currently in default. The Secured Note currently bears a default interest rate at 18%. Due to the events of default, the holder is entitled to convert all or any amount of the outstanding principal amount and interest into shares of the common stock of the Company without restrictive legend of any nature. The conversion price is equal to 90% of the average of the 5 lowest daily VWAP of the Company’s common stock during the 15 consecutive trading days immediately preceding the conversion date. The Company recorded $351,000 interest expenses related to embedded derivative liabilities as of the maturity date of the Secured Note and revalued at $357,000 as of December 31, 2018. The Company recognized interest expense of approximately $189,000 resulting from amortization of debt discount for the Secured Note. The accrued interest associated with the Secured Note was approximately $111,000 as of December 31, 2018. | ||||||||
[6] | This $3.8 million note as of December 31, 2018 consists of two separate 8% notes in the amounts of $1.2 million and $2.6 million. During the year ended December 31, 2018, the Company converted approximately $1.9 million principal and $0.3 million accrued interest into approximately 13.1 million shares of common stock at fair value of $3.1 million. The Company recorded an approximate $0.9 million debt extinguishment loss from this conversion. | ||||||||
[7] | This $2.0 million note as of December 31, 2017 consists of two separate 8% notes in the amounts of $1.1 million and $0.9 million. Both notes were fully converted to the Company's common shares as of December 31, 2018. During the year ended December 31, 2018, the Company converted approximately $2.0 million principal and $75,000 accrued interest into approximately 10.4 million shares of common stock at fair value of $2.5 million. The Company recorded an approximate $0.4 million debt extinguishment loss from this conversion. During the year ended December 31, 2017, the Company converted approximately $0.4 million principal and $15,000 accrued interest into approximately 3.0 million shares of common stock at fair value of $0.6 million. The Company recorded an approximate $0.2 million debt extinguishment loss from this conversion. | ||||||||
[8] | Between October 1, 2018 and November 7, 2018, the Company entered into multiple one-year promissory notes (the “Notes”) with multiple holders (the “Holders”) for an aggregate principal amount of $3.7 million. The notes included approximately $0.2 million OID. The Notes bore interest at 10% per annum. Upon issuance of the Notes, each of the Holders also received a 2-year warrant (the “Warrants”) to purchase 6.2 million common shares at an exercise price of $0.35 per share. The fair value of the Warrants on the issuance date was approximately $0.5 million using the Black-Scholes Model, which was recorded as a discount with a corresponding credit to warrant liabilities. During the year ended December 31, 2018, the Company recognized interest expense of approximately $0.3 million resulting from amortization of debt discount for the Notes. The remaining debt discount as of December 31, 2018 was approximately $0.4 million. The accrued interest associated with the Note was approximately $64,000 as of December 31, 2018. | ||||||||
[9] | In 2017, the Company entered two promissory note agreements (the “Notes”) with certain investors for an aggregate principal amount of $650,000. The Notes bore interest at 10% per annum, and were payable upon demand. During the year ended December 31, 2018, the Company agreed to take the proceeds from the $500,000 note and $12,000 accrued interest to offset certain Series A convertible preferred stock subscription receivable. During the year ended December 31, 2018, the Company made $150,000 principal payment and $22,000 interest payment. | ||||||||
[10] | During the year ended December 31, 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 fair value of the Warrants on the issuance date was approximately $139,000 using the Black-Scholes Model, which was recorded as a discount with a corresponding credit to warrant liabilities. During the year ended December 31, 2018 and 2017, the Company recognized interest expense of approximately $82,000 and $57,000 resulting from amortization of debt discount for the Notes, respectively. | ||||||||
[11] | 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 year ended December 31, 2018, the Company entered into multiple exchange agreement with the Note holder to convert approximately $1.7 million principal and $33,000 accrued interest into approximately 6.8 million shares of common stock at fair value of $1.8 million. The Company recorded approximately $0.1 million debt extinguishment loss from this conversion During the year ended December 31, 2017, the Company entered into multiple exchange agreement with the Note holder to convert approximately $1.7 million principal and $0.2 million accrued interest into approximately 13.1 million shares of common stock at fair value of $2.7 million. The Company recorded approximately $0.8 million debt extinguishment loss from this conversion | ||||||||
[12] | On December 29, 2017, the Company entered into a promissory note agreement (the “Note”) with a third party for principal amount of $2.2 million. The Note bore interest at 8% per annum, and is payable upon demand. The Note was fully repaid in January 2018. | ||||||||
[13] | Related Party Notes Goldman Notes In 2017, Leslie J. Goldman, an officer of the Company, loaned the Company an aggregate amount of $1.3 million pursuant to certain Demand Promissory Note Agreements. On January 3, 2018, Mr. Leslie loaned the Company an additional $30,000 (collectively the “Goldman Notes”). Approximately $0.5 million of the Goldman Notes bear interest at the rate of 12% per annum, and $0.8 million of the Goldman Notes bear interest at the rate of 10% per annum. During the year ended December 31, 2017, the Company made an aggregate principal payment of $1.2 million 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 $0.3 million outstanding debt incurred during the year ended December 31, 2016. During the year ended December 31, 2018, the Company made an aggregate principal payment of $0.4 million on the Goldman Notes. The outstanding principal amount for the Goldman Notes was approximately $69,000 and $0.4 million as of December 31, 2018 and December 31, 2017, respectively. There was approximately $73,000 accrued interest associated with the Goldman Notes which remained unpaid and due as of December 31, 2018. Toucan Notes In 2017, Toucan Capital Fund III loaned the Company an aggregate amount of $1.2 million 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 year ended December 31, 2017, the Company made an aggregate principal payment of approximately $0.8 million on the Toucan Notes. During the year ended December 31, 2018, the Company made an aggregate principal payment of approximately $0.4 million on the Toucan Notes. In addition, the Company also made a partial interest payment of $18,000. All principal was repaid as of December 31, 2018. There was approximately $46,000 remaining of unpaid interest as of December 31, 2018. F-22 Board of Directors Notes In 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. On November 28, 2018, the Company made a partial payment of $40,000 to the Note held by Mr. Farmer. The outstanding principal amount and accrued interest for the Notes as of December 31, 2018 were approximately $260,000 and $51,000, respectively. The Notes were fully paid back in January 2019. Advent BioServices Note On September 26, 2018, Advent BioServices, a related party which was formerly part of Cognate BioServices and was spun off | ||||||||
[14] | These long-term secured convertible notes (the “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 Notes are secured by the property owned by the Company in the U.K., and not by any other assets of the Company. The 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. On December 14, 2018, upon the closing of sale of U.K. property (see note 6), the Company made full repayment on the Notes including outstanding interest of approximately $1.0 million. Additionally, the embedded conversion feature associated with the Notes, which had been revalued as of December 14, 2018 to approximately $2.0 million (see note 4), and the remaining unamortized debt discount were written off. The Company recorded approximately $0.7 million debt extinguishment gain. | ||||||||
[15] | On August 13, 2018, the Company entered into an 18 month Note with an institutional investor at a 5% annual interest rate for $1.0 million with principal and interest payable on the maturity date of January 13, 2020. Upon issuance of the Note, the investor received a 2-year, 50% warrant containing 833,333 exercise shares (the “Warrants”) at an exercise price of $0.60 per share. The Warrants had fair value of approximately $67,000 on the grant date, which was recorded as debt discount. The Note also includes a prepayment provision. | ||||||||
[16] | On August 13, 2018, the Company entered into a note purchase agreement (the “Note”) with an individual investor for an aggregate principal amount of $1,155,000. The Note bears interest at 8% per annum with a 2-year term. The Note carries an aggregated original issue discount of $150,000 and $5,000 for legal costs that were reimbursable to the investor. During the year ended December 31, 2018, no repayments have been made on the Note. The remaining debt discount and accrued interest associated with the Note as of December 31, 2018 was $119,000 and $36,000, respectively | ||||||||
[17] | Between February 2018 and April 2018, the Company’s Chief Executive Officer, Linda Powers, loaned the Company aggregate funding of $5.4 million, and the Company entered into convertible note agreements for this amount (the “Convertible Notes”). The Convertible Notes bear interest rate at 10% per annum, and are repayable upon 15 days' notice from the holder (and in any event no later than five years from the date of the Convertible Notes). The principal and interest of the Convertible Notes are convertible into Series B Preferred Stock at conversion price of $2.30 per share, and each share of Series B Preferred Stock is convertible into 10 shares of common stock. Additionally, the Convertible Notes carry Class D-2 Warrants, with half of the Class D-2 Warrants due and issuable when the loan was provided, and half of the Class D-2 Warrants due on a proportional basis in the event of conversion of some or all of the Note. The Class D-2 Warrants have five-year term. F-20 The Company issued 23.5 million Class D-2 Warrants with an exercise price of $0.30, including 11.7 million contingently issuable warrants, which will be issued upon Mrs. Powers conversion of the Convertible Notes. The fair value of the warrants was approximately $4.2 million, which was recorded as debt discount at the issuance date. The Company recorded $4.2 million interest expense as amortization on the debt discount immediately due to the term of the Convertible Notes, which are on demand. On November 11, 2018, the Company and Ms. Powers agreed to extend the notes to a maturity of one year following the respective funding dates. In consideration of the continuing forbearance, the Company will issue warrants representing 50% of the amounts due under the loans from Ms. Powers. The warrants will have an exercise price at $0.35 per share, and have an exercise period of 2 years. The accrued unpaid interest associated with the Convertible Notes was approximately $451,000 as of December 31, 2018. |
Notes Payable (Details 1)
Notes Payable (Details 1) - USD ($) $ in Thousands | Dec. 14, 2018 | Dec. 31, 2018 | Nov. 07, 2018 | Apr. 30, 2018 | Dec. 31, 2017 |
Principal | $ 17,435 | $ 3,700 | $ 5,400 | $ 31,375 | |
Mortgages [Member] | |||||
Principal | $ 9,758 | ||||
Exit fee liability | 120 | ||||
Renewal fee | 1,464 | ||||
Other expenses | 39 | ||||
Total mortgage payment | $ 11,381 |
Notes Payable (Details 2)
Notes Payable (Details 2) - USD ($) $ in Thousands | Dec. 14, 2018 | Jun. 05, 2017 | May 22, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Principal amount | $ 5,350 | ||||
Accrued interest | 1,012 | ||||
Total cash payment | 6,362 | $ 7,155 | $ 7,122 | ||
Remaining unamortized debt discount | (1,374) | (995) | (2,554) | ||
Embedded derivative liability | 2,049 | 357 | 2,608 | ||
Gain on debt extinguishment | $ 675 | $ (400) | $ (700) | $ 85 | $ (12,569) |
Notes Payable (Details 3)
Notes Payable (Details 3) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Other interest expenses | $ 13 | $ 11 |
Interest Expense, Debt | 9,871 | 5,545 |
Senior Convertiable Note [Member] | ||
Contractual interest | 0 | 424 |
Amortization of debt issuance costs | 0 | 175 |
Interest and Debt Expense | 0 | 599 |
Notes Payable, Other Payables [Member] | ||
Interest Expense, Debt | 8,120 | 3,177 |
Amortization of debt discount | 6,210 | 846 |
Contractual interest | 2,265 | 1,924 |
Additional Debt Premium | (355) | 407 |
Secured Debt [Member] | ||
Interest Expense, Debt | 1,670 | 1,758 |
Contractual interest | 1,174 | 1,263 |
Amortization of debt issuance costs | 496 | 495 |
Series A Convertible Preferred Stock [Member] | ||
Interest Expense, Debt | $ 68 | $ 0 |
Notes Payable (Details Textual)
Notes Payable (Details Textual) | Dec. 14, 2018USD ($) | Aug. 13, 2018USD ($)$ / sharesshares | May 02, 2018USD ($) | Oct. 18, 2018USD ($)$ / sharesshares | Aug. 13, 2018USD ($)$ / shares | Apr. 30, 2018USD ($)$ / sharesshares | Mar. 19, 2018$ / sharesshares | Jan. 03, 2018USD ($) | Dec. 29, 2017USD ($) | Jun. 05, 2017USD ($)shares | May 22, 2017USD ($)shares | Dec. 30, 2016USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Nov. 28, 2018USD ($) | Nov. 07, 2018USD ($) | Sep. 26, 2018USD ($) | Sep. 26, 2018GBP (£) | Oct. 20, 2017$ / sharesshares | Jun. 30, 2017$ / shares | ||||
Debt Conversion, Converted Instrument, Amount | $ 500,000 | $ 2,000,000 | $ 1,000,000 | $ 5,500,000 | ||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 3,300,000 | 11,000,000 | 7,300,000 | 32,900,000 | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 5,400,000 | $ 31,375,000 | $ 17,435,000 | $ 31,375,000 | $ 3,700,000 | |||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 1,374,000 | 2,554,000 | 995,000 | 2,554,000 | ||||||||||||||||||||||
Notes Payable | 135,000 | 135,000 | 135,000 | |||||||||||||||||||||||
Legal Fees | 4,504,000 | 9,041,000 | ||||||||||||||||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | 2,049,000 | $ 2,608,000 | $ 357,000 | $ 2,608,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 10.00% | 10.00% | ||||||||||||||||||||||
Warrants exercise, Number | shares | 23,500,000 | |||||||||||||||||||||||||
Warrants exercise, Value | $ 11,700,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.30 | $ 0.48 | $ 0.30 | $ 0.22 | $ 0.33 | |||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 2,200,000 | |||||||||||||||||||||||||
Debt Instrument, Term | 3 years | 7 days | ||||||||||||||||||||||||
Repayments of Debt | $ 1,000,000 | |||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 4,200,000 | 64,000 | $ 47,000 | |||||||||||||||||||||||
Debt Instrument, Increase (Decrease), Other, Net | $ 30,000 | |||||||||||||||||||||||||
Interest Expense, Debt | 9,871,000 | 5,545,000 | ||||||||||||||||||||||||
Due to Related Parties | $ 400,000 | 69,000 | 400,000 | |||||||||||||||||||||||
Repayments of Related Party Debt | 823,000 | 1,994,000 | ||||||||||||||||||||||||
Interest Payable | $ 22,000 | |||||||||||||||||||||||||
Short-term Debt | $ 65,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,500,000 | |||||||||||||||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 12.00% | |||||||||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | 2,000,000 | |||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | 675,000 | $ (400,000) | $ (700,000) | $ 85,000 | (12,569,000) | |||||||||||||||||||||
Debt Instrument, Description | 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. | |||||||||||||||||||||||||
Write off of Deferred Debt Issuance Cost | $ 400,000 | |||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 6,919,000 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,941 | |||||||||||||||||||||||||
Convertible B Preferred Stock [Member] | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 10 | |||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 2.30 | |||||||||||||||||||||||||
Short-term Debt [Member] | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | 11,629,000 | [1] | $ 1,549,000 | $ 11,629,000 | [1] | |||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 403,000 | [1] | 43,000 | $ 403,000 | [1] | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 12.00% | 12.00% | |||||||||||||||||||||||
Short Term Notes Payable [Member] | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 400,000 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 3,000,000 | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 6,952,000 | 7,938,000 | $ 6,952,000 | |||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 783,000 | |||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | 600,000 | |||||||||||||||||||||||||
Extinguishment of Debt, Amount | 200,000 | |||||||||||||||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||||||||||||||
Notes Payable | $ 40,000 | |||||||||||||||||||||||||
Secured Debt [Member] | ||||||||||||||||||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | 351,000 | |||||||||||||||||||||||||
Interest Expense, Debt | 1,670,000 | 1,758,000 | ||||||||||||||||||||||||
Toucan Notes [Member] | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,200,000 | $ 1,200,000 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 800,000 | |||||||||||||||||||||||||
Debt Instrument, Term | 7 days | |||||||||||||||||||||||||
Interest Expense, Debt | 18,000 | |||||||||||||||||||||||||
Repayments of Related Party Debt | 400,000 | |||||||||||||||||||||||||
Interest Payable | 46,000 | |||||||||||||||||||||||||
Board Of Directors Notes [Member] | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | 260,000 | $ 300,000 | |||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | 51,000 | |||||||||||||||||||||||||
Advent Bio Services Notes [Member] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||||||||||||||||||||||
Short-term Debt | $ 65,000 | £ 50,000 | ||||||||||||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 0 | 2,410,000 | ||||||||||||||||||||||||
Debt Instrument, Face Amount | 2,000,000 | 3,800,000 | 2,000,000 | |||||||||||||||||||||||
Legal Fees | $ 50,000 | |||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 1,400,000 | |||||||||||||||||||||||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 100,000 | |||||||||||||||||||||||||
Interest Expense, Debt | 4,200,000 | |||||||||||||||||||||||||
Convertible Notes Payable [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 500,000 | |||||||||||||||||||||||||
8% notes 1 [Member] | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | 1,100,000 | 1,200,000 | 1,100,000 | |||||||||||||||||||||||
8% notes 2 [Member] | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | 900,000 | 2,600,000 | 900,000 | |||||||||||||||||||||||
10% Unsecured [Member] | ||||||||||||||||||||||||||
Interest Expense, Debt | 300,000 | |||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 400,000 | |||||||||||||||||||||||||
10% Unsecured [Member] | Short-term Debt [Member] | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | 500,000 | [2] | |||||||||||||||||||||||
Debt Instrument, Unamortized Discount | [2] | $ 43,000 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | [2] | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.22 | $ 0.22 | [2] | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.35 | |||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 57,000 | |||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 2 years | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 714,286 | |||||||||||||||||||||||||
10% Unsecured [Member] | Short term convertible notes payable - related party [Member] | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | [3] | $ 5,400,000 | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | [3] | $ 0 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | [3] | 10.00% | ||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | [3] | $ 0.23 | ||||||||||||||||||||||||
Interest Payable | $ 451,000,000,000 | |||||||||||||||||||||||||
10% Unsecured [Member] | Short Term Notes Payable [Member] | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 650,000 | [4] | 3,658,000 | [5] | $ 650,000 | [4] | ||||||||||||||||||||
Debt Instrument, Unamortized Discount | [5] | $ 400,000 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | [4] | 10.00% | [5] | 10.00% | [4] | ||||||||||||||||||||
12% Unsecured [Member] | ||||||||||||||||||||||||||
Interest Expense, Debt | $ 82,000 | $ 57,000 | ||||||||||||||||||||||||
12% Unsecured [Member] | Short Term Notes Payable [Member] | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | [6] | $ 440,000 | 440,000 | 440,000 | ||||||||||||||||||||||
Debt Instrument, Unamortized Discount | [6] | $ 82,000 | $ 0 | $ 82,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | [6] | 12.00% | 12.00% | 12.00% | ||||||||||||||||||||||
18% Unsecured Note [Member] | ||||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price Description | equal to 90% of the average of the 5 lowest daily VWAP of the Company's common stock during the 15 consecutive trading days immediately preceding the conversion date | |||||||||||||||||||||||||
18% Unsecured Note [Member] | Short-term Debt [Member] | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | [7] | $ 914,000 | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | [7] | $ 0 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | [7] | 18.00% | ||||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | [7] | $ 0.21 | ||||||||||||||||||||||||
18% Unsecured Note [Member] | Secured Debt [Member] | ||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 111,000 | |||||||||||||||||||||||||
Interest Expense, Debt | 189,000 | |||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.01 | |||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 2 years | 2 years | ||||||||||||||||||||||||
Percentage of warrants issued | 50 | |||||||||||||||||||||||||
Share Settled Debt [Member] | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 3,300,000 | $ 1,900,000 | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 11,500,000 | |||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 1,400,000 | |||||||||||||||||||||||||
Share Settled Debt [Member] | Short-term Debt [Member] | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | [8] | $ 3,308,000 | $ 3,308,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | [8] | 18.00% | 18.00% | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | [8] | $ 0.24 | $ 0.24 | |||||||||||||||||||||||
Goldman Note Two [Member] | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 800,000 | |||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||||||||||||
Goldman Note One [Member] | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | $ 1,200,000 | $ 1,200,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||||||||
Senior Convertible Notes [Member] | ||||||||||||||||||||||||||
Debt Instrument, Description | The 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. | |||||||||||||||||||||||||
Note One [Member] | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 650,000 | $ 650,000 | ||||||||||||||||||||||||
Legal Fees | $ 5,000 | $ 10,000 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | |||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,155,000 | $ 3,300,000 | ||||||||||||||||||||||||
Debt Instrument, Term | 2 years | 18 months | ||||||||||||||||||||||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 150,000 | $ 300,000 | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 1,200,000 | 1,200,000 | ||||||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||||||||
Derivative Liability | $ 139,000 | $ 139,000 | ||||||||||||||||||||||||
Note Due In 2011 [Member] | ||||||||||||||||||||||||||
Notes Payable | 25,000 | $ 110,000 | 25,000 | |||||||||||||||||||||||
Notes [Member] | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 440,000 | $ 440,000 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.19 | $ 0.19 | ||||||||||||||||||||||||
Goldman Note [Member] | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,300,000 | 400,000 | $ 1,300,000 | |||||||||||||||||||||||
Repayments of Debt | 300,000 | |||||||||||||||||||||||||
Due to Related Parties | 73,000 | |||||||||||||||||||||||||
Six Percentage Note Payable One [Member] | ||||||||||||||||||||||||||
Notes Payable | 25,000 | 110,000 | 25,000 | |||||||||||||||||||||||
8% Convertible Note [Member] | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,900,000 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 13,100,000 | |||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 3,100,000 | |||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 300,000 | 15,000 | ||||||||||||||||||||||||
Extinguishment of Debt, Amount | 900,000 | |||||||||||||||||||||||||
8% Convertible Note [Member] | Short Term Notes Payable [Member] | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 2,000,000 | |||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 10,400,000 | |||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 2,500,000 | |||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 75,000 | |||||||||||||||||||||||||
Extinguishment of Debt, Amount | 400,000 | |||||||||||||||||||||||||
8% Unsecured Note [Member] | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 36,000 | 119,000 | 36,000 | |||||||||||||||||||||||
Conversion of interest payable [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 12,000 | |||||||||||||||||||||||||
Conversion of note payable [Member] | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 150,000 | |||||||||||||||||||||||||
Five Percentage Unsecured Note [Member] | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 67,000 | $ 67,000 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.60 | $ 0.60 | ||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,000,000 | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 13, 2020 | |||||||||||||||||||||||||
Unsecured Convertible Note [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.35 | |||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 500,000 | |||||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 2 years | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 5,800,000 | |||||||||||||||||||||||||
Revaluation of Liabilities [Member] | Secured Debt [Member] | ||||||||||||||||||||||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ 357,000 | |||||||||||||||||||||||||
Multiple Exchange Agreement [Member] | ||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,800,000 | $ 2,700,000 | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 6,800,000 | 13,100,000 | ||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,700,000 | $ 1,700,000 | ||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 33,000 | 200,000 | ||||||||||||||||||||||||
Extinguishment of Debt, Amount | $ 100,000 | $ 800,000 | ||||||||||||||||||||||||
Note Warrant [Member] | Five Percentage Unsecured Note [Member] | ||||||||||||||||||||||||||
Warrants exercise, Number | shares | 833,333 | |||||||||||||||||||||||||
[1] | Upon the closing of sale of property in U.K. on December 14, 2018 (see Note 6), the two mortgage loans held by the Company were fully paid back as of December 31, 2018. The Company’s senior convertible notes secured by the mortgage loans were also paid back on December 14, 2018 (see note (15) below). The Company recorded debt extinguishment loss of approximately $0.4 million resulting from written off remaining unamortized deferred financing cost. | |||||||||||||||||||||||||
[2] | On October 18, 2018, the Company entered into an Unsecured Convertible Promissory Note Agreement Plus Warrant (the “Note”) with an individual investor (the “Holder”) for an aggregate principal amount of $500,000. The Note bore interest at a rate of 10% per annum and is convertible at a conversion price of $0.22 per share of common stock. The Note is due and payable on October 18, 2019. Upon issuance of the Note, the Holder received a 2-year warrant to purchase 714,286 common shares of the Company at an exercise price of $0.35 per share (the “Warrants”). The fair value of the Warrants on the issuance date was approximately $57,000 using the Black-Scholes Model, which was recorded as a discount with a corresponding credit to warrant liabilities. | |||||||||||||||||||||||||
[3] | Between February 2018 and April 2018, the Company’s Chief Executive Officer, Linda Powers, loaned the Company aggregate funding of $5.4 million, and the Company entered into convertible note agreements for this amount (the “Convertible Notes”). The Convertible Notes bear interest rate at 10% per annum, and are repayable upon 15 days' notice from the holder (and in any event no later than five years from the date of the Convertible Notes). The principal and interest of the Convertible Notes are convertible into Series B Preferred Stock at conversion price of $2.30 per share, and each share of Series B Preferred Stock is convertible into 10 shares of common stock. Additionally, the Convertible Notes carry Class D-2 Warrants, with half of the Class D-2 Warrants due and issuable when the loan was provided, and half of the Class D-2 Warrants due on a proportional basis in the event of conversion of some or all of the Note. The Class D-2 Warrants have five-year term. F-20 The Company issued 23.5 million Class D-2 Warrants with an exercise price of $0.30, including 11.7 million contingently issuable warrants, which will be issued upon Mrs. Powers conversion of the Convertible Notes. The fair value of the warrants was approximately $4.2 million, which was recorded as debt discount at the issuance date. The Company recorded $4.2 million interest expense as amortization on the debt discount immediately due to the term of the Convertible Notes, which are on demand. On November 11, 2018, the Company and Ms. Powers agreed to extend the notes to a maturity of one year following the respective funding dates. In consideration of the continuing forbearance, the Company will issue warrants representing 50% of the amounts due under the loans from Ms. Powers. The warrants will have an exercise price at $0.35 per share, and have an exercise period of 2 years. The accrued unpaid interest associated with the Convertible Notes was approximately $451,000 as of December 31, 2018. | |||||||||||||||||||||||||
[4] | In 2017, the Company entered two promissory note agreements (the “Notes”) with certain investors for an aggregate principal amount of $650,000. The Notes bore interest at 10% per annum, and were payable upon demand. During the year ended December 31, 2018, the Company agreed to take the proceeds from the $500,000 note and $12,000 accrued interest to offset certain Series A convertible preferred stock subscription receivable. During the year ended December 31, 2018, the Company made $150,000 principal payment and $22,000 interest payment. | |||||||||||||||||||||||||
[5] | Between October 1, 2018 and November 7, 2018, the Company entered into multiple one-year promissory notes (the “Notes”) with multiple holders (the “Holders”) for an aggregate principal amount of $3.7 million. The notes included approximately $0.2 million OID. The Notes bore interest at 10% per annum. Upon issuance of the Notes, each of the Holders also received a 2-year warrant (the “Warrants”) to purchase 6.2 million common shares at an exercise price of $0.35 per share. The fair value of the Warrants on the issuance date was approximately $0.5 million using the Black-Scholes Model, which was recorded as a discount with a corresponding credit to warrant liabilities. During the year ended December 31, 2018, the Company recognized interest expense of approximately $0.3 million resulting from amortization of debt discount for the Notes. The remaining debt discount as of December 31, 2018 was approximately $0.4 million. The accrued interest associated with the Note was approximately $64,000 as of December 31, 2018. | |||||||||||||||||||||||||
[6] | During the year ended December 31, 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 fair value of the Warrants on the issuance date was approximately $139,000 using the Black-Scholes Model, which was recorded as a discount with a corresponding credit to warrant liabilities. During the year ended December 31, 2018 and 2017, the Company recognized interest expense of approximately $82,000 and $57,000 resulting from amortization of debt discount for the Notes, respectively. | |||||||||||||||||||||||||
[7] | On May 1, 2018, the Company entered into a Convertible Secured Full Recourse Redeemable Note Agreement (the “Secured Note”) of $1.4 million with an existing investor, who is currently holding certain share-settled debt of the Company. The Secured Note included an original issue discount of $0.1 million and $50,000 legal cost that was reimbursable to the investor. The Secured Note was due on August 25, 2018 and is currently in default. The Secured Note currently bears a default interest rate at 18%. Due to the events of default, the holder is entitled to convert all or any amount of the outstanding principal amount and interest into shares of the common stock of the Company without restrictive legend of any nature. The conversion price is equal to 90% of the average of the 5 lowest daily VWAP of the Company’s common stock during the 15 consecutive trading days immediately preceding the conversion date. The Company recorded $351,000 interest expenses related to embedded derivative liabilities as of the maturity date of the Secured Note and revalued at $357,000 as of December 31, 2018. The Company recognized interest expense of approximately $189,000 resulting from amortization of debt discount for the Secured Note. The accrued interest associated with the Secured Note was approximately $111,000 as of December 31, 2018. | |||||||||||||||||||||||||
[8] | During the year ended December 31, 2018 and 2017, the holder of the Company’s share-settled debt converted approximately $3.3 million and $1.9 million of outstanding share-settled debt, respectively. The Holder has also forgiven the outstanding interest of approximately $1.4 million, which was recorded as gain from debt extinguishment during the year ended December 31, 2018. |
Net Loss per Share Applicable_3
Net Loss per Share Applicable to Common Stockholders (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 505,266 | 520,027 |
Series A convertible preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 0 | 97,200 |
Series B convertible preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 0 | 55,819 |
Common stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 100,159 | 12,656 |
Common stock warrants - equity treatment [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 0 | 30,838 |
Common stock warrants - liability treatment [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 360,414 | 289,568 |
Contingently issuable warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 11,739 | 0 |
Share-settled debt and accrued interest, at fair value [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 0 | 18,211 |
Convertible notes and accrued interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 32,954 | 15,735 |
Related Party Transactions (De
Related Party Transactions (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jun. 05, 2017 | May 22, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair value of Convertible Preferred Stock | $ 500 | $ 2,000 | $ 1,000 | $ 5,500 | ||
Additional research and development cost recorded from Cognate settlement | $ 8,395 | |||||
Cognate BioServices Inc [Member] | ||||||
Unpaid invoices for 2016 and 2017 | (21,963) | |||||
Fair value of Class D-1 and Class D-2 warrants | 11,204 | |||||
Additional research and development cost recorded from Cognate settlement | $ 0 | 8,395 | ||||
Series A Preferred Stock [Member] | ||||||
Fair value of Convertible Preferred Stock | 6,919 | |||||
Series A Preferred Stock [Member] | Cognate BioServices Inc [Member] | ||||||
Fair value of Convertible Preferred Stock | 6,919 | |||||
Series B Preferred Stock [Member] | ||||||
Fair value of Convertible Preferred Stock | 12,235 | |||||
Series B Preferred Stock [Member] | Cognate BioServices Inc [Member] | ||||||
Fair value of Convertible Preferred Stock | $ 12,235 |
Related Party Transactions (_2
Related Party Transactions (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Related Party Transaction, Expenses from Transactions with Related Party | $ 7,365 | $ 24,622 | |
Accounts Payable, Related Parties | 13,443 | 5,203 | |
Research and development cost from Cognate settlement | 8,395 | ||
Cognate BioServices Inc [Member] | |||
Related Party Transaction, Expenses from Transactions with Related Party | 873 | 12,082 | |
Accounts Payable, Related Parties | [1] | 9,472 | 4,520 |
Research and development cost from Cognate settlement | 0 | 8,395 | |
Cognate BioServices GmbH [Member] | |||
Related Party Transaction, Expenses from Transactions with Related Party | 66 | 1,330 | |
Accounts Payable, Related Parties | 4 | 279 | |
Cognate Israel [Member] | |||
Related Party Transaction, Expenses from Transactions with Related Party | 168 | 1,008 | |
Accounts Payable, Related Parties | 0 | 239 | |
Advent BioServices [Member] | |||
Related Party Transaction, Expenses from Transactions with Related Party | 6,258 | 1,807 | |
Accounts Payable, Related Parties | $ 3,967 | $ 165 | |
[1] | Including certain disputed amounts that the Company is in the process of discussing with Cognate. |
Related Party Transactions (Det
Related Party Transactions (Details Textual) $ / shares in Units, € in Millions | Nov. 11, 2018$ / shares | Nov. 28, 2018USD ($) | Jun. 05, 2017shares | May 22, 2017shares | Dec. 31, 2017USD ($)$ / sharesshares | Sep. 30, 2017$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018EUR (€)shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($) | Nov. 07, 2018USD ($) | Sep. 26, 2018USD ($) | Apr. 30, 2018USD ($)$ / shares | Jan. 03, 2018USD ($) | Dec. 29, 2017$ / shares | Dec. 28, 2017shares | Oct. 20, 2017$ / shares | Jun. 30, 2017USD ($)$ / shares | Apr. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Jan. 17, 2014USD ($) |
Related Party Transaction [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 31,375,000 | $ 17,435,000 | $ 31,375,000 | $ 3,700,000 | $ 5,400,000 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | 10.00% | 10.00% | |||||||||||||||||
Due to Related Parties | $ 400,000 | 69,000 | $ 400,000 | ||||||||||||||||||
Repayments of Related Party Debt | 823,000 | 1,994,000 | |||||||||||||||||||
Repayments of Debt | 1,000,000 | ||||||||||||||||||||
Convertible Notes Payable, Noncurrent | 6,010,000 | 0 | 6,010,000 | ||||||||||||||||||
Interest Expense, Debt | $ 9,871,000 | 5,545,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.48 | $ 0.30 | $ 0.30 | $ 0.22 | $ 0.33 | ||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 45,000 | $ 4,200,000 | 45,000 | $ 713,000 | |||||||||||||||||
Interest Payable | $ 22,000 | ||||||||||||||||||||
Short-term Debt | $ 65,000 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 3,300,000 | 11,000,000 | 7,300,000 | 32,900,000 | |||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 100,000,000 | ||||||||||||||||||||
Repayments of Notes Payable | $ 2,350,000 | $ 0 | |||||||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 2.30 | ||||||||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 10 | 10 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 5,201 | ||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,941 | ||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 4,000,000 | ||||||||||||||||||||
Cognate BioServices Inc [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Due to Related Parties | $ 4,500,000 | $ 4,500,000 | $ 4,500,000 | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 22,000,000 | ||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 10 | 10 | |||||||||||||||||||
Accounts Receivable, Net | $ 3,750,000 | ||||||||||||||||||||
Cognate BioServices Inc [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 5,200,000 | ||||||||||||||||||||
Cognate BioServices Inc [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 2,900,000 | ||||||||||||||||||||
Class D 2 Warrants [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Fair Value Of Warrants | $ 11,700,000 | ||||||||||||||||||||
Class of Warrant or Right, Warrants Issued | shares | 23,500,000 | 23,500,000 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.23 | ||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 4,200,000 | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.30 | $ 0.30 | $ 0.30 | ||||||||||||||||||
Number Of Warrants Issued | shares | 52,000,000 | 52,000,000 | |||||||||||||||||||
Class D 2 Warrants [Member] | Series B Preferred Stock [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2.30 | ||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | shares | 85,000,000 | ||||||||||||||||||||
Class D 1 Warrant [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.22 | $ 0.22 | |||||||||||||||||||
Number Of Warrants Issued | shares | 29,400,000 | 29,400,000 | |||||||||||||||||||
Goldman Note [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,300,000 | $ 1,300,000 | |||||||||||||||||||
Due to Related Parties | 47,000 | $ 73,000 | 47,000 | ||||||||||||||||||
Debt instrument additional face amount | $ 30,000 | ||||||||||||||||||||
Repayments of Debt | 400,000 | 1,200,000 | |||||||||||||||||||
Repayments of Debt Prior Period | $ 300,000 | ||||||||||||||||||||
Goldman Note One [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,200,000 | 1,200,000 | $ 500,000 | ||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||||||
Goldman Note Two [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 800,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||
Toucan Notes [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,200,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||
Repayments of Related Party Debt | 400,000 | $ 800,000 | |||||||||||||||||||
Interest Expense, Debt | 18,000 | ||||||||||||||||||||
Interest Payable | 46,000 | ||||||||||||||||||||
Multiple Demand Promissory Notes [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 51,000 | ||||||||||||||||||||
Repayments of Notes Payable | $ 40,000 | ||||||||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 451,000 | ||||||||||||||||||||
Condition Two [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Contingent Liability Dcvax Direct Agreement Amount | $ 3,000,000 | ||||||||||||||||||||
Condition Three [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Contingent Liability Dcvax Direct Agreement Amount | 1,500,000 | ||||||||||||||||||||
Condition Three [Member] | Cognate BioServices Inc [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Contingent Liability Dcvax Direct Agreement Amount | 5,000,000 | ||||||||||||||||||||
Condition Four [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Contingent Liability Dcvax Direct Agreement Amount | 2,000,000 | ||||||||||||||||||||
Condition Five [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Contingent Liability Dcvax Direct Agreement Amount | 3,000,000 | ||||||||||||||||||||
Condition Six [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Contingent Liability Dcvax Direct Agreement Amount | $ 5,000,000 | ||||||||||||||||||||
Advent BioServices Agreement [Member] | Cognate BioServices Inc [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Related Party Transaction, Amounts of Transaction | 1,000,000 | € 0.7 | |||||||||||||||||||
Advent Bio Services Notes [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||||||||||||||
Short-term Debt | $ 65,000 | ||||||||||||||||||||
Executive Officer [Member] | |||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||
Convertible Notes Payable, Noncurrent | $ 5,400,000 | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.35 | ||||||||||||||||||||
Class Of Warrants Or Rights Issue Terms | Company will issue warrants representing 50% of the repayment amounts of the Notes | ||||||||||||||||||||
Warrants and Rights Outstanding, Term | 2 years |
Temporary Equity (Details)
Temporary Equity (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jun. 05, 2017 | May 22, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Conversion, Converted Instrument, Shares Issued | 3,300,000 | 11,000,000 | 7,300,000 | 32,900,000 | ||
Adjustments to Additional Paid in Capital, Deemed Dividends Related to Conversion of Preferred Convertible Stock into Common Stock | $ (10,892) | $ (624) | ||||
Debt Conversion, Converted Instrument, Amount | $ 500 | $ 2,000 | $ 1,000 | $ 5,500 | ||
Conversion of note payable [Member] | ||||||
Debt Conversion, Converted Instrument, Amount | 500 | 0 | ||||
Conversion of interest payable [Member] | ||||||
Debt Conversion, Converted Instrument, Amount | $ 71 | $ 0 | ||||
Series A Preferred Stock [Member] | ||||||
Balance, Beginning | 9,720 | 0 | ||||
Temporary Equity, Convertible Preferred Stock and Warrants Issued for Cash, Shares | 294 | 7,058 | ||||
Beneficial conversion feature of convertible preferred stock | 0 | |||||
Deemed Dividends Related To Immediate Accretion Of Beneficial Conversion Feature | 0 | |||||
Temporary Equity, Common Stock Issued Upon Conversion, In shares | (10,014) | (400) | ||||
Debt Conversion, Converted Instrument, Shares Issued | 2,941 | |||||
Deemed Dividends On Conversion Of Convertible Preferred Stock To Common Stocks | 0 | 0 | ||||
Issuance of Series A convertible preferred stock and warrants in exchange for existing warrants | 121 | |||||
Balance, Ending | 9,720 | 0 | 9,720 | |||
Balance, Beginning | $ 7,439 | $ 0 | ||||
Temporary Equity, Convertible Preferred Stock and Warrants Issued for Cash, Value | 27 | 276 | ||||
Adjustments to Additional Paid in Capital, Beneficial Conversion Feature of Convertible Preferred Stock | (276) | |||||
Temporary Equity, Common Stock Issued Upon Conversion | (18,929) | (680) | ||||
Adjustments to Additional Paid in Capital, Deemed Dividends Related to Conversion of Preferred Convertible Stock into Common Stock | 10,892 | 624 | ||||
Adjustments to Additional Paid in Capital, Deemed Dividends Related to Immediate Accretion of Beneficial Conversion Feature of Convertible Stock | 276 | |||||
Debt Conversion, Converted Instrument, Amount | 6,919 | |||||
Issuance of Series A convertible preferred stock and warrants in exchange for existing warrants | 300 | |||||
Balance, Ending | $ 7,439 | $ 0 | $ 7,439 | |||
Series A Preferred Stock [Member] | Conversion of note payable [Member] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 0 | |||||
Debt Conversion, Converted Instrument, Amount | $ 500 | |||||
Series A Preferred Stock [Member] | Conversion of interest payable [Member] | ||||||
Debt Conversion, Converted Instrument, Shares Issued | 0 | |||||
Debt Conversion, Converted Instrument, Amount | $ 71 | |||||
Series B Preferred Stock [Member] | ||||||
Balance, Beginning | 5,582 | 0 | ||||
Temporary Equity, Convertible Preferred Stock and Warrants Issued for Cash, Shares | 2,868 | 381 | ||||
Beneficial conversion feature of convertible preferred stock | 0 | 0 | ||||
Deemed Dividends Related To Immediate Accretion Of Beneficial Conversion Feature | 0 | |||||
Temporary Equity, Common Stock Issued Upon Conversion, In shares | (8,450) | |||||
Debt Conversion, Converted Instrument, Shares Issued | 5,201 | |||||
Deemed Dividends On Conversion Of Convertible Preferred Stock To Common Stocks | 0 | 0 | ||||
Balance, Ending | 5,582 | 0 | 5,582 | |||
Balance, Beginning | $ 12,601 | $ 0 | ||||
Temporary Equity, Convertible Preferred Stock and Warrants Issued for Cash, Value | 2,309 | 366 | ||||
Adjustments to Additional Paid in Capital, Beneficial Conversion Feature of Convertible Preferred Stock | (2,086) | (366) | ||||
Temporary Equity, Common Stock Issued Upon Conversion | (19,697) | |||||
Adjustments to Additional Paid in Capital, Deemed Dividends Related to Conversion of Preferred Convertible Stock into Common Stock | 4,787 | |||||
Adjustments to Additional Paid in Capital, Deemed Dividends Related to Immediate Accretion of Beneficial Conversion Feature of Convertible Stock | 2,086 | 366 | ||||
Debt Conversion, Converted Instrument, Amount | 12,235 | |||||
Balance, Ending | $ 12,601 | $ 0 | $ 12,601 |
Temporary Equity (Details 1)
Temporary Equity (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Exercise price | $ 0.23 | $ 0.25 |
Expected term (years) | 5 years 2 months 12 days | 2 years 9 months 18 days |
Expected stock price volatility | 96.00% | 96.00% |
Risk-free rate of interest | 3.00% | 2.00% |
Class D-1 Warrants [Member] | ||
Exercise price | $ 0.22 | |
Expected term (years) | 2 years | |
Expected stock price volatility | 116.00% | |
Risk-free rate of interest | 2.00% | |
Dividend yield (per share) | 0.00% | |
Class D-2 Warrants [Member] | ||
Exercise price | $ 0.30 | |
Expected term (years) | 2 years | |
Expected stock price volatility | 115.00% | |
Risk-free rate of interest | 2.00% | |
Dividend yield (per share) | 0.00% |
Temporary Equity (Details Textu
Temporary Equity (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 29, 2017 | Dec. 28, 2017 | Dec. 08, 2017 | Oct. 20, 2017 | Sep. 22, 2017 | Jun. 05, 2017 | May 22, 2017 | Mar. 17, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 07, 2018 | Apr. 30, 2018 | Apr. 27, 2018 | Nov. 13, 2017 | Jul. 06, 2017 | May 31, 2017 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,500,000 | |||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 100,000,000 | |||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||
Derivative Liability, Current | $ 40,171 | $ 29,995 | $ 40,171 | |||||||||||||||||
Conversion of Stock, Shares Converted | 10,000,000 | |||||||||||||||||||
Adjustments to Additional Paid in Capital,Deemed Dividends Related to Accretion of Redemption Value of Series A Convertible Stock | (276) | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,900,000 | 8,700,000 | 18,800,000 | |||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||||||||||||
Shares Issued, Price Per Share | $ 0.17 | $ 0.20 | $ 0.14 | $ 0.18 | $ 0.165 | $ 0.18 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.22 | $ 0.48 | $ 0.33 | $ 0.30 | $ 0.30 | |||||||||||||||
Proceeds from Warrant Exercises | 60 | $ 69 | $ 31 | $ 2,575 | $ 2,637 | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 500 | $ 2,000 | $ 1,000 | $ 5,500 | ||||||||||||||||
Warrants and Rights Outstanding | $ 300 | $ 900 | $ 1,600 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years 2 months 12 days | 2 years 9 months 18 days | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 96.00% | 96.00% | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 3.00% | 2.00% | ||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,900,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||||
Warrants and Rights Outstanding | $ 1,100 | |||||||||||||||||||
Conversion of note payable [Member] | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 500 | $ 0 | ||||||||||||||||||
Conversion of interest payable [Member] | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 71 | $ 0 | ||||||||||||||||||
Class D-1 Warrants [Member] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3.8 | 70,600,000 | 2,900,000 | |||||||||||||||||
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants | $ 869,000 | $ 11,300 | $ 500,000 | |||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||||||||||||
Fair Value Assumptions Expected Terms | 2 years | 2 years | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | $ 0.22 | $ 0.22 | |||||||||||||||||
Proceeds from Warrant Exercises | $ 500 | |||||||||||||||||||
Proceeds from Issuance of Warrants | $ 500,000 | |||||||||||||||||||
Due from Related Parties | $ 7,000 | $ 700 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 10 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.17 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 116.00% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.00% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||||
Class D-1 Warrants [Member] | Warrant [Member] | ||||||||||||||||||||
Warrants and Rights Outstanding | $ 11,000 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 117.00% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.00% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||||
Class D 2 Warrants [Member] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 28,700,000 | |||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||||||||||||
Derivative Liability, Current | $ 4,300 | |||||||||||||||||||
Fair Value Assumptions Expected Terms | 2 years | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | $ 0.30 | $ 0.30 | |||||||||||||||||
Proceeds from Warrant Exercises | $ 6,600 | |||||||||||||||||||
Proceeds from Issuance of Warrants | 6,600 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | 4,300 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 10 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.23 | |||||||||||||||||||
Class D 2 Warrants [Member] | Warrant [Member] | ||||||||||||||||||||
Warrants and Rights Outstanding | $ 503,000 | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 116.00% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.00% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants | 527 | $ 11,293 | ||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 4,000,000 | |||||||||||||||||||
Conversion of Stock, Shares Converted | 400,000 | |||||||||||||||||||
Adjustments to Additional Paid in Capital,Deemed Dividends Related to Accretion of Redemption Value of Series A Convertible Stock | $ 624,000 | $ 10,900 | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 7,100,000 | 294,118 | ||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | 6,919 | |||||||||||||||||||
Fair Value Of Warrants And Rights Outstanding | $ 11,000 | |||||||||||||||||||
Discounted Value Of Conversion Feature | $ 300 | |||||||||||||||||||
Series A Preferred Stock [Member] | Conversion of note payable [Member] | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 500 | |||||||||||||||||||
Series A Preferred Stock [Member] | Conversion of interest payable [Member] | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 71 | |||||||||||||||||||
Series A Preferred Stock [Member] | Class D-1 Warrants [Member] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.70 | $ 1.70 | ||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants | $ 6,594 | 869 | ||||||||||||||||||
Adjustments to Additional Paid in Temporary Equity Capital, Beneficial Conversion Feature of Series A Convertible Preferred Stock | $ 2,100 | |||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 381,000 | 2,900,000 | ||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||||||||||
Shares Issued, Price Per Share | 2.30 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 12,235 | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 2.30 | |||||||||||||||||||
Fair Value Of Warrants And Rights Outstanding | $ 500 | |||||||||||||||||||
Discounted Value Of Conversion Feature | $ 400 | |||||||||||||||||||
Series B Preferred Stock [Member] | Class D 2 Warrants [Member] | ||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 85,000,000 | |||||||||||||||||||
Conversion of Stock, Shares Converted | 8,500,000 | |||||||||||||||||||
Adjustments to Additional Paid in Capital,Deemed Dividends Related to Accretion of Redemption Value of Series A Convertible Stock | $ 4,800 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2.30 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shareholders Deficit [Line Items] | |||
Number of Warrants, Outstanding | 320,406 | 58,278 | |
Number of Warrants, Warrants granted | 75,669 | 362,240 | |
Number of Warrants, Warrants exercised for cash | (10,936) | (24,558) | |
Number of Cashless warrants exercise | (16,071) | ||
Number of Warrants, Warrants expired and cancellation | (12,986) | (59,483) | |
Number of Warrants, Outstanding | 372,153 | 320,406 | 58,278 |
Weighted Average Exercise Price - Outstanding | $ 0.50 | $ 1.78 | |
Weighted Average Exercise Price - Warrants granted | 0.48 | 0.36 | |
Weighted Average Exercise Price - Warrants exercised for cash | 0.23 | 0.11 | |
Weighted average exercise Price - Cashless warrants exercise | 0.20 | ||
Weighted Average Exercise Price - Warrants expired and cancelled | 1.33 | 1.40 | |
Weighted Average Exercise Price - Outstanding | $ 0.29 | $ 0.50 | $ 1.78 |
Remaining Contractual Term | 1 year 11 months 19 days | 2 years 7 months 13 days | 3 years 10 months 10 days |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Textual) - USD ($) | Dec. 14, 2018 | Nov. 13, 2017 | Aug. 07, 2017 | Jul. 06, 2017 | Mar. 10, 2017 | Jun. 22, 2018 | Oct. 20, 2017 | Sep. 22, 2017 | Jul. 17, 2017 | Jun. 05, 2017 | May 31, 2017 | May 22, 2017 | Apr. 14, 2017 | Mar. 17, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 07, 2018 | Apr. 30, 2018 | Apr. 27, 2018 | Dec. 31, 2016 |
Shareholders Deficit [Line Items] | ||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 60,000 | $ 69,000 | $ 31,000 | $ 2,575,000 | $ 2,637,000 | |||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 500,000 | $ 2,000,000 | $ 1,000,000 | $ 5,500,000 | ||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,300,000 | 11,000,000 | 7,300,000 | 32,900,000 | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.22 | $ 0.48 | $ 0.33 | $ 0.30 | $ 0.30 | |||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 675,000 | $ (400,000) | $ (700,000) | $ 85,000 | $ (12,569,000) | |||||||||||||||||||
Shares Issued During Period Shares, Upon Exercise Of warrants | 231,000 | 3,100,000 | 10,900,000 | 231,000 | ||||||||||||||||||||
Class of Warrant or Right, Outstanding | 320,406 | 372,153 | 320,406 | 58,278 | ||||||||||||||||||||
Common Stock, Shares Authorized | 1,200,000,000 | 1,200,000,000 | 1,200,000,000 | |||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,900,000 | 8,700,000 | 18,800,000 | |||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.165 | $ 0.18 | $ 0.17 | $ 0.20 | $ 0.14 | $ 0.18 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,500,000 | |||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Units | $ 500,000 | $ 2,600,000 | ||||||||||||||||||||||
Sale of Stock, Price Per Share | $ 0.26 | $ 0.26 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 225,000 | |||||||||||||||||||||||
Research and Development Expense | $ 37,000 | 18,154,000 | $ 33,515,000 | |||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 1,300,000 | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 31,375,000 | 17,435,000 | 31,375,000 | $ 3,700,000 | $ 5,400,000 | |||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | 45,000 | $ 713,000 | 4,200,000 | 45,000 | ||||||||||||||||||||
Stock Issued During Period Shares Issued For Non Cash Consideration 1 | 6,900,000 | |||||||||||||||||||||||
Warrants and Rights Outstanding | $ 300,000 | $ 1,600,000 | $ 900,000 | |||||||||||||||||||||
Common Stock, Value, Outstanding | $ 600,000 | 3,900,000 | $ 1,800,000 | $ 1,600,000 | $ 7,800,000 | 1,600,000 | ||||||||||||||||||
Class Of Warrants Or Right Value issued | $ 4,700,000 | |||||||||||||||||||||||
Class Of Warrants Or Right Number issued | 600,000 | 40,400,000 | ||||||||||||||||||||||
Class of Warrant or Right, Warrant Term | 2 years | |||||||||||||||||||||||
Proceeds From Private Offering | $ 2,600,000 | |||||||||||||||||||||||
Shares Payable Current | $ 2,600,000 | |||||||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 23,000 | 2,117,000 | ||||||||||||||||||||||
Convertible Preferred Stock [Member] | ||||||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 32,400,000 | |||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (1,600,000) | |||||||||||||||||||||||
Debt Instrument, Fair Value Disclosure | 6,100,000 | |||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | 400,000 | |||||||||||||||||||||||
Share Settled Debt [Member] | ||||||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 3,300,000 | $ 1,900,000 | ||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 14,200,000 | |||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 11,500,000 | |||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 1,400,000 | |||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 3,300,000 | 3,300,000 | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
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] | ||||||||||||||||||||||||
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 | ||||||||||||||||||||||
Class A Warrant [Member] | ||||||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.27 | $ 0.22 | $ 0.26 | |||||||||||||||||||||
Class of Warrant or Right, Outstanding | 14,500,000 | 16,000,000 | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 900,000 | 4,400,000 | 8,000,000 | |||||||||||||||||||||
Class of Warrants, Expiration Term | 5 years | 5 years | ||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 2,000,000 | $ 3,100,000 | ||||||||||||||||||||||
Class of Warrant or Right, Warrant Term | 5 years | |||||||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 1,600,000 | |||||||||||||||||||||||
Gross Proceeds From Issuance Of Private Placement | $ 1,800,000 | |||||||||||||||||||||||
Class B Warrant [Member] | ||||||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 2,700,000 | |||||||||||||||||||||||
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 | 13,500,000 | 8,000,000 | ||||||||||||||||||||||
Class of Warrants, Expiration Term | 90 days | 90 days | ||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 300,000 | |||||||||||||||||||||||
Inducement Loss Related To Warrant | $ 300,000 | |||||||||||||||||||||||
Class of Warrant or Right, Warrant Term | 3 months | |||||||||||||||||||||||
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 | |||||||||||||||||||||||
Warrants and Rights Outstanding | $ 6,200,000 | |||||||||||||||||||||||
Class Of Warrant Or Right Prefunded Exercise Price | $ 0.25 | $ 0.25 | ||||||||||||||||||||||
Class Of Warrant Or Right Exercise Price Payable On Exercise Of Warrant | 0.01 | |||||||||||||||||||||||
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 | |||||||||||||||||||||||
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 | 21.6 | |||||||||||||||||||||||
Registered Direct Offering [Member] | ||||||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 1,000,000 | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 4 | |||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.25 | |||||||||||||||||||||||
Registered Direct Offering [Member] | Class D3 Warrants [Member] | ||||||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,000,000 | |||||||||||||||||||||||
Public and Private Offering [Member] | ||||||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.26 | |||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 1,100,000 | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 5,400,000 | |||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.20 | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,300,000 | |||||||||||||||||||||||
Multiple Investors [Member] | ||||||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,400,000 | 3,600,000 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.15 | |||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 1,000,000 | $ 7,500,000 | $ 552,000 | |||||||||||||||||||||
Class of Warrant or Right,Warrant Issue During Period | 3,300,000 | |||||||||||||||||||||||
Multiple Investors [Member] | Series A Warrants [Member] | ||||||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.26 | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,000,000 | |||||||||||||||||||||||
Multiple Investors [Member] | Class B Warrant [Member] | ||||||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 360,000 | |||||||||||||||||||||||
Multiple Investors [Member] | Series B Warrants [Member] | ||||||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,900,000 | |||||||||||||||||||||||
Warrants and Rights Outstanding | $ 1,100,000 | |||||||||||||||||||||||
Warrant [Member] | 2014 Senior Convertible Notes [Member] | ||||||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.175 | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 800,000 | |||||||||||||||||||||||
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 | |||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 8,100,000 | |||||||||||||||||||||||
Stock Issued During Period, Shares, Other | 4,000,000 | 28,979,000 | ||||||||||||||||||||||
Stock Issued During Period Shares Issued For Non Cash Consideration 1 | 6,940,000 | |||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.26 | |||||||||||||||||||||||
Common Stock, Shares Authorized | 1,200,000,000 | |||||||||||||||||||||||
Preferred Stock, Shares Authorized | 100,000,000 | |||||||||||||||||||||||
Maximum [Member] | Class B Warrant [Member] | ||||||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||
Shareholders Deficit [Line Items] | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.22 | |||||||||||||||||||||||
Common Stock, Shares Authorized | 450,000,000 | |||||||||||||||||||||||
Preferred Stock, Shares Authorized | 40,000,000 | |||||||||||||||||||||||
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) $ in Millions | Dec. 31, 2018USD ($) |
Advent [Member] | |
Variable Interest Entity [Line Items] | |
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 6 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2018USD ($) | |
Commitments And Contingencies [Line Items] | ||
2019 | $ 5,854 | |
2020 | 5,827 | |
2021 | 5,579 | |
2022 | 5,505 | |
2023 | 691 | |
Thereafter | 10,920 | |
Total | 34,376 | |
U.S. [Member] | ||
Commitments And Contingencies [Line Items] | ||
2019 | 325 | |
2020 | 332 | |
2021 | 84 | |
2022 | 0 | |
2023 | 0 | |
Thereafter | 0 | |
Total | 741 | |
Germany [Member] | ||
Commitments And Contingencies [Line Items] | ||
2019 | 16 | |
2020 | 0 | |
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
Thereafter | 0 | |
Total | 16 | |
U.K. [Member] | ||
Commitments And Contingencies [Line Items] | ||
2019 | 18 | |
2020 | 0 | |
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
Thereafter | 0 | |
Total | 18 | |
UK MSA [Member] | ||
Commitments And Contingencies [Line Items] | ||
2019 | 4,814 | [1] |
2020 | 4,814 | [1] |
2021 | 4,814 | [1] |
2022 | 4,814 | [1] |
2023 | 0 | [1] |
Thereafter | 0 | [1] |
Total | 19,256 | [1] |
UK Vision Centre [Member] | ||
Commitments And Contingencies [Line Items] | ||
2019 | 681 | |
2020 | 681 | |
2021 | 681 | |
2022 | 691 | |
2023 | 691 | |
Thereafter | 10,920 | |
Total | $ 14,345 | |
[1] | Including lease payments under a lease where Advent is the lessee in 2019. Although the Company is not a party to this lease, Advent is charging the Company its share of the cost of this lease on a monthly basis and therefore the Company is including the minimum lease payments in the above table. The Company included approximately $19.3 million of anticipated payments to Advent BioServices over the remaining years for manufacturing facilities under the Manufacturing Services Agreement with Advent |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) | Dec. 14, 2018USD ($)ft² | Dec. 14, 2018GBP (£)ft² | May 14, 2018USD ($) | Oct. 10, 2017ft² | Jun. 22, 2017USD ($) | Mar. 26, 2016 | Oct. 28, 2013 | Jul. 31, 2012 | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Mar. 04, 2019 | Sep. 03, 2018 | Dec. 30, 2017USD ($) | Dec. 19, 2016 | |
Loss Contingency, Damages Sought, Value | $ 496,000 | ||||||||||||||
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 ended 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. | ||||||||||||||
Office Space Taken Under Lease Agreement | 505 | 7,097 | |||||||||||||
Operating Leases, Rent Expense | $ 300,000 | $ 300,000 | |||||||||||||
Area of Land | ft² | 275,000 | ||||||||||||||
Lessee, Operating Lease, Liability, Payments, Due | $ 479,000 | ||||||||||||||
Operating Leases, Rent Expense, Net | $ 600,000 | £ 500,000 | |||||||||||||
Lessee, Operating Lease, Term of Contract | 20 years | 20 years | 1 year | ||||||||||||
Land Subject to Ground Leases | ft² | 87,000 | 87,000 | |||||||||||||
Lessee, Operating Lease, Renewal Term | 20 years | 20 years | |||||||||||||
Operating Leases, Future Minimum Payments Due | 34,376,000 | ||||||||||||||
Advent BioSerivices [Member] | |||||||||||||||
Program Initiation Payment | $ 1,000,000 | ||||||||||||||
Three years [Member] | |||||||||||||||
Operating Leases, Income Statement, Initial Direct Costs | $ 45,000 | ||||||||||||||
Seven Years [Member] | |||||||||||||||
Operating Leases, Income Statement, Initial Direct Costs | 55,000 | ||||||||||||||
Ten Years [Member] | |||||||||||||||
Operating Leases, Income Statement, Initial Direct Costs | $ 110,000 | ||||||||||||||
UNITED KINGDOM | |||||||||||||||
Office Space Taken Under Lease Agreement | 4,251 | ||||||||||||||
Operating Leases, Rent Expense | 61,000 | $ 151,000 | |||||||||||||
Lessee, Operating Lease, Term of Contract | 6 months | ||||||||||||||
Operating Leases, Future Minimum Payments Due | 18,000 | ||||||||||||||
UK MSA [Member] | |||||||||||||||
Operating Leases, Future Minimum Payments Due | [1] | $ 19,256,000 | |||||||||||||
Subsequent Event [Member] | |||||||||||||||
Lessee, Operating Lease, Term of Contract | 2 years | ||||||||||||||
[1] | Including lease payments under a lease where Advent is the lessee in 2019. Although the Company is not a party to this lease, Advent is charging the Company its share of the cost of this lease on a monthly basis and therefore the Company is including the minimum lease payments in the above table. The Company included approximately $19.3 million of anticipated payments to Advent BioServices over the remaining years for manufacturing facilities under the Manufacturing Services Agreement with Advent |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax asset | ||
Net operating loss carryforward | $ 170,087 | $ 153,415 |
Research and development credit carry forwards | 16,377 | 15,426 |
Stock based compensation and other | 14,216 | 9,814 |
Total deferred tax assets | 200,680 | 178,655 |
Valuation Allowance | (200,680) | (178,655) |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statutory federal income tax rate | 21.00% | 34.00% |
State taxes, net of federal tax benefit | 9.10% | 4.00% |
Tax rate differential on foreign income | (0.40%) | (0.40%) |
Derivative gain or loss | 10.70% | (1.20%) |
Cancellation of shares | 0.00% | 0.20% |
Cancellation of warrants | 0.00% | (0.20%) |
Other permanent items and true ups | 0.50% | (8.60%) |
R&D Credit | 2.70% | 0.70% |
Change in rate | 17.90% | (107.00%) |
Change in valuation allowance | (61.50%) | 78.50% |
Income tax provision (benefit) | 0.00% | 0.00% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Federal | ||
Current | $ 0 | $ 0 |
Deferred | (10,688) | 59,454 |
State | ||
Current | 0 | 0 |
Deferred State and Local Income Tax Expense (Benefit) | (9,469) | (2,911) |
Foreign | ||
Current | ||
Deferred | (1,868) | 924 |
Change in valuation allowance | 22,025 | (57,467) |
Income tax provision (benefit) | $ 0 | $ 0 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Dec. 22, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | |||
Operating Loss Carryforwards | $ 599.3 | ||
Deferred Tax Assets Tax Credit Carry Forward Unused Research And Development | $ 16.4 | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 34.00% | |
Effective Income Tax Rate Reconciliation Change In Deferred Tax Assets Amount | $ 78.3 | ||
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | $ 78.3 | ||
Tax Credit Carryforward, Limitations on Use | subject to a utilization limitation of 80% of taxable income. | ||
Foreign Tax Authority [Member] | |||
Income Taxes [Line Items] | |||
Operating Loss Carryforwards | $ 30.5 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) shares in Millions | Dec. 14, 2018 | Jun. 05, 2017 | May 22, 2017 | Mar. 31, 2019 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Subsequent Event [Line Items] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3.3 | 11 | 7.3 | 32.9 | ||||||
Debt Conversion, Converted Instrument, Amount | $ 500,000 | $ 2,000,000 | $ 1,000,000 | $ 5,500,000 | ||||||
Gain (Loss) on Extinguishment of Debt | $ 675,000 | $ (400,000) | $ (700,000) | $ 85,000 | $ (12,569,000) | |||||
Common Stock, Value, Issued | 329,000 | 523,000 | 329,000 | |||||||
Proceeds from Warrant Exercises | $ 60,000 | $ 69,000 | $ 31,000 | $ 2,575,000 | $ 2,637,000 | |||||
Common Stock, Shares, Issued | 328.9 | 523.2 | 328.9 | |||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt Conversion, Original Debt, Amount | $ 125,000 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 10.9 | |||||||||
Debt Conversion, Converted Instrument, Amount | $ 2,000,000 | |||||||||
Gain (Loss) on Extinguishment of Debt | (900,000) | |||||||||
Common Stock, Value, Issued | 2,800,000 | |||||||||
Proceeds from Warrant Exercises | $ 688,000 | |||||||||
Common Stock, Shares, Issued | 3 |