Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 09, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | NORTHWEST BIOTHERAPEUTICS INC | |
Entity Central Index Key | 0001072379 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | NWBO | |
Entity Common Stock, Shares Outstanding | 544,469,782 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 16,288 | $ 22,224 |
Prepaid expenses and other current assets | 2,293 | 1,574 |
Total current assets | 18,581 | 23,798 |
Non-current assets: | ||
Property, plant and equipment, net | 277 | 108 |
Right-of-use asset, net | 4,864 | 0 |
Other assets | 748 | 761 |
Total non-current assets | 5,889 | 869 |
TOTAL ASSETS | 24,470 | 24,667 |
Current liabilities: | ||
Accounts payable and accrued expenses | 15,316 | 15,506 |
Accounts payable and accrued expenses to related parties and affiliates | 2,729 | 4,588 |
Convertible notes, net | 852 | 1,863 |
Convertible notes to related party | 5,400 | 5,400 |
Notes payable, net | 7,729 | 7,155 |
Notes payable to related party | 65 | 393 |
Shares payable | 138 | 138 |
Warrant liability | 41,717 | 29,995 |
Lease liabilities | 270 | 0 |
Deferred profit on sale-leaseback transaction | 0 | 4,802 |
Total current liabilities | 74,216 | 69,840 |
Non-current liabilities: | ||
Note payable, net of current portion, net | 4,001 | 1,986 |
Lease liabilities, net of current portion | 4,749 | 0 |
Total non-current liabilities | 8,750 | 1,986 |
Total liabilities | 82,966 | 71,826 |
COMMITMENTS AND CONTINGENCIES | ||
Stockholders' deficit: | ||
Preferred stock ($0.001 par value); 100,000,000 shares authorized as of March 31, 2019 and December 31, 2018, respectively | 0 | 0 |
Common stock ($0.001 par value); 1,200,000,000 shares authorized; 537.1 million and 523.2 million shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 537 | 523 |
Additional paid-in capital | 780,478 | 775,741 |
Stock subscription receivable | (10) | (10) |
Accumulated deficit | (840,557) | (824,413) |
Accumulated other comprehensive loss | 1,056 | 1,000 |
Total stockholders' deficit | (58,496) | (47,159) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 24,470 | $ 24,667 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
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 | 537,100,000 | 523,200,000 |
Common stock, shares outstanding | 537,100,000 | 523,200,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 100,000,000 | 100,000,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues: | ||
Research and other | $ 339 | $ 132 |
Total revenues | 339 | 132 |
Operating costs and expenses: | ||
Research and development | 3,004 | 4,733 |
General and administrative | 3,562 | 3,005 |
Legal expenses | 1,539 | 1,210 |
Total operating costs and expenses | 8,105 | 8,948 |
Loss from operations | (7,766) | (8,816) |
Other income (expense): | ||
Change in fair value of derivative liabilities | (12,021) | (11,451) |
Net (loss) gain from extinguishment of debt | (788) | 215 |
Interest expense | (756) | (3,324) |
Foreign currency transaction gain | 385 | 1,831 |
Total other expenses | (13,180) | (12,729) |
Net loss | (20,946) | (21,545) |
Other comprehensive income (loss) | ||
Foreign currency translation adjustment | 56 | (870) |
Total comprehensive loss | (20,890) | (22,415) |
Deemed dividend on convertible preferred stock | 0 | (10,056) |
Net loss applicable to common stockholders | $ (20,946) | $ (31,601) |
Net loss per share applicable to common stockholders - basic and diluted | $ (0.04) | $ (0.09) |
Weighted average shares used in computing basic and diluted loss per share | 529,133 | 356,162 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ 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, 2017 | $ (67,333) | $ 329 | $ 721,554 | $ 0 | $ (788,619) | $ (597) |
Balance (in shares) at Dec. 31, 2017 | 328,857 | |||||
Issuance of common stock for conversion of Series A convertible preferred stock | 11,311 | $ 65 | 11,355 | (109) | 0 | 0 |
Issuance of common stock for conversion of Series A convertible preferred stock (in shares) | 65,278 | |||||
Deemed dividend on conversion of Series A convertible preferred stock to common stock | (9,491) | $ 0 | (9,491) | 0 | 0 | 0 |
Beneficial conversion feature of Series B convertible preferred stock | 388 | 0 | 388 | 0 | 0 | 0 |
Deemed dividend related to immediate accretion of beneficial conversion feature of Series B convertible preferred stock | (388) | 0 | (388) | 0 | 0 | 0 |
Issuance of common stock for conversion of Series B convertible preferred stock | 994 | $ 4 | 990 | 0 | 0 | 0 |
Issuance of common stock for conversion of Series B convertible preferred stock (in shares) | 4,323 | |||||
Deemed dividend on conversion of Series B convertible preferred stock to common stock | (177) | $ 0 | (177) | 0 | 0 | 0 |
Warrants exercised for cash | 1,611 | $ 7 | 1,604 | 0 | 0 | 0 |
Warrants exercised for cash (in shares) | 6,796 | |||||
Reclassification of warrant liabilities related to warrants exercised for cash | 1,747 | $ 0 | 1,747 | 0 | 0 | 0 |
Conversion of share settled debt into common stock | 1,074 | $ 5 | 1,069 | 0 | 0 | 0 |
Conversion of share settled debt into common stock (in shares) | 4,300 | |||||
Issuance of common stock and warrants for conversion of debt and accrued interest | 1,552 | $ 5 | 1,547 | 0 | 0 | 0 |
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares) | 5,011 | |||||
Stock-based compensation | 304 | $ 0 | 304 | 0 | 0 | 0 |
Stock-based compensation (in shares) | 100 | |||||
Net loss | (21,545) | $ 0 | 0 | 0 | (21,545) | 0 |
Cumulative translation adjustment | (870) | 0 | 0 | 0 | 0 | (870) |
Balance at Mar. 31, 2018 | (80,823) | $ 415 | 730,502 | (109) | (810,164) | (1,467) |
Balance (in shares) at Mar. 31, 2018 | 414,665 | |||||
Balance at Dec. 31, 2018 | (47,159) | $ 523 | 775,741 | (10) | (824,413) | 1,000 |
Balance (in shares) at Dec. 31, 2018 | 523,232 | |||||
Issuance of common stock for conversion of Series A convertible preferred stock | 0 | |||||
Beneficial conversion feature of Series B convertible preferred stock | 0 | |||||
Deemed dividend related to immediate accretion of beneficial conversion feature of Series B convertible preferred stock | 0 | |||||
Issuance of common stock for conversion of Series B convertible preferred stock | 0 | |||||
Warrants exercised for cash | 688 | $ 3 | 685 | 0 | 0 | 0 |
Warrants exercised for cash (in shares) | 2,986 | |||||
Reclassification of warrant liabilities related to warrants exercised for cash | 509 | $ 0 | 509 | 0 | 0 | 0 |
Conversion of share settled debt into common stock | 0 | |||||
Issuance of common stock and warrants for conversion of debt and accrued interest | 3,001 | $ 11 | 2,990 | 0 | 0 | 0 |
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares) | 10,873 | |||||
Stock-based compensation | 553 | $ 0 | 553 | 0 | 0 | 0 |
Stock-based compensation (in shares) | 0 | |||||
Cumulative effect of adopting new accounting standard | 4,802 | $ 0 | 0 | 0 | 4,802 | 0 |
Net loss | (20,946) | 0 | 0 | 0 | (20,946) | 0 |
Cumulative translation adjustment | 56 | 0 | 0 | 0 | 0 | 56 |
Balance at Mar. 31, 2019 | $ (58,496) | $ 537 | $ 780,478 | $ (10) | $ (840,557) | $ 1,056 |
Balance (in shares) at Mar. 31, 2019 | 537,091 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (20,946,000) | $ (21,545,000) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,000 | 365,000 |
Amortization of debt discount | 296,000 | 2,627,000 |
Amortization of debt premium | 0 | (151,000) |
Change in fair value of derivatives | 12,021,000 | 11,451,000 |
Loss (gain) from extinguishment of debt | 788,000 | (215,000) |
Amortization of operating lease right-of-use asset | 26,000 | 0 |
Stock-based compensation related to warrants modification | 0 | 141,000 |
Stock-based compensation for services | 553,000 | 304,000 |
Subtotal of non-cash charges | 13,686,000 | 14,522,000 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (705,000) | 362,000 |
Other non-current assets | 9,000 | (62,000) |
Accounts payable and accrued expenses | (65,000) | (628,000) |
Related party accounts payable and accrued expenses | (1,859,000) | 2,564,000 |
Lease liabilities | 129,000 | 0 |
Net cash used in operating activities | (9,751,000) | (4,787,000) |
Cash Flows from Investing Activities: | ||
Purchase of equipment | (164,000) | 0 |
Net cash used in investing activities | (164,000) | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from exercise of warrants | 688,000 | 1,611,000 |
Proceeds from issuance of notes payable, net | 4,000,000 | 0 |
Proceeds from issuance of notes payable to related party | 0 | 30,000 |
Proceeds from issuance of convertible notes payable to related party | 0 | 4,400,000 |
Repayment of notes payable | (420,000) | (2,200,000) |
Repayment of notes payable to related parties | (329,000) | (250,000) |
Net cash provided by financing activities | 3,939,000 | 6,762,000 |
Effect of exchange rate changes on cash and cash equivalents | 40,000 | (1,894,000) |
Net (decrease) increase in cash and cash equivalents | (5,936,000) | 81,000 |
Cash and cash equivalents, beginning of the period | 22,224,000 | 117,000 |
Cash and cash equivalents, end of the period | 16,288,000 | 198,000 |
Supplemental disclosure of cash flow information | ||
Interest payments | (43,000) | |
Supplemental schedule of non-cash investing and financing activities: | ||
Issuance of common stock for conversion of Series A convertible preferred stock | 0 | 11,311,000 |
Deemed dividend on conversion of Series A convertible preferred stock to common stock | 0 | 9,491,000 |
Beneficial conversion feature of Series B convertible preferred stock | 0 | 388,000 |
Deemed dividend related to immediate accretion of beneficial conversion feature of Series B convertible preferred stock | 0 | 388,000 |
Issuance of common stock for conversion of Series B convertible preferred stock | 0 | 994,000 |
Deemed dividend on conversion of Series B convertible preferred stock to common stock | 0 | 177,000 |
Reclassification of warrant liabilities related to warrants exercised for cash | 509,000 | 1,747,000 |
Conversion of share settled debt into common stock | 0 | 1,074,000 |
Issuance of common stock and warrants for conversion of debt and accrued interest | 2,213,000 | 1,767,000 |
Warrants issued associated with convertible notes payable to related party | 0 | 2,217,000 |
Mortgage Loan [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest payments | 0 | (326,000) |
Convertible Notes Payable [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest payments | (43,000) | 0 |
Related Party [Member] | ||
Supplemental disclosure of cash flow information | ||
Interest payments | (131,000) | (9,000) |
Series A Preferred Stock [Member] | ||
Cash Flows from Financing Activities: | ||
Proceeds from issuance of convertible preferred stock and warrants | 0 | 500,000 |
Series B Preferred Stock [Member] | ||
Cash Flows from Financing Activities: | ||
Proceeds from issuance of convertible preferred stock and warrants | $ 0 | $ 2,671,000 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2019 | |
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. The Company currently relies upon contract manufacturers for production of its DCVax products, research and development services, distribution and logistics, and related services, in compliance with the Company’s specifications and the applicable regulatory requirements. The companies are Cognate BioServices in the U.S. and Advent BioServices (a related party) in the U.K. Both of these companies specialize in the production of living cell products. 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 in Europe that specialize in producing living cell products. The manufacturing of such 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 | 3 Months Ended |
Mar. 31, 2019 | |
Liquidity [Abstract] | |
Financial Condition, Going 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. The Company had a net loss of $20.9 million for the three months ended March 31, 2019. The Company used approximately $9.8 million of cash in its operating activities for the three months ended March 31, 2019. 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 condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of March 31, 2019, condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018, condensed consolidated statements of comprehensive loss for the three months ended March 31, 2019 and 2018, condensed consolidated statement of stockholders’ deficit for the three months ended March 31, 2019 and 2018, and the condensed consolidated statements of cash flows for the three months ended March 31, 2019 and 2018 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three months ended March 31, 2019 are not necessarily indicative of results to be expected for the year ending December 31, 2019 or for any future interim period. The condensed consolidated balance sheet at December 31, 2018 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2018 and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on April 2, 2019. Use of Estimates In preparing condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include valuing equity securities in share-based payment arrangements, 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. Significant Accounting Policies Leases Effective January 1, 2019, the Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the condensed consolidated balance sheet as both a right of use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right of use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right of use asset result in straight-line rent expense over the lease term. For finance leases, interest on the lease liability and the amortization of the right of use asset results in front-loaded expense over the lease term. Variable lease expenses are recorded when incurred. In calculating the right of use asset and lease liability, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the new guidance as an accounting policy election and instead recognizes rent expense on a straight-line basis over the lease term. The Company continues to account for leases in the prior period financial statements under ASC Topic 840. Other than above, there have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2018 Annual Report. Adoption of Recent Accounting Standards Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. For public companies, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) lease classification or (c) determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous U.S. GAAP. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented. The Company adopted Topic 842 on January 1, 2019, using the optional transition method to apply the new guidance as of January 1, 2019, rather than as of the earliest period presented, and elected the package of practical expedients described above. Based on the analysis, on January 1, 2019, the Company recorded right of use assets and lease liabilities of approximately $4.3 million, which represented operating lease entered prior to January 1, 2019. Additionally, the Company recorded an adjustment to opening accumulated deficit of $4.8 million related to the derecognition of deferred profit related to the U.K facility sales leaseback transaction. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 and December 31, 2018 (in thousands): Fair value measured at March 31, 2019 Quoted prices in active Significant other Significant Fair value at markets observable inputs unobservable inputs March 31, 2019 (Level 1) (Level 2) (Level 3) Warrant liability $ 41,717 $ - $ - $ 41,717 Embedded conversion feature 147 - - 147 Total fair value $ 41,864 $ - $ - $ 41,864 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 There were no transfers between Level 1, 2 or 3 during the three-month period ended March 31, 2019. The following table presents changes in Level 3 liabilities measured at fair value for the three-month period ended March 31, 2019. 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 Warrant Conversion Liability Feature Total Balance – January 1, 2019 $ 29,995 $ 357 $ 30,352 Extinguishment of warrant liabilities related to warrants exercised for cash (509 ) - (509 ) Change in fair value 12,231 (210 ) 12,021 Balance – March 31, 2019 $ 41,717 $ 147 $ 41,864 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 March 31, 2019 and December 31, 2018 is as follows: As of March 31, 2019 As of December 31, 2018 Warrant Embedded Warrant Embedded Liability Conversion Feature Liability Conversion Feature Strike price $ 0.29 $ 0.27 $ 0.29 $ 0.44 Contractual term (years) 1.7 0.3 2.2 1.5 Volatility (annual) 85 % 62 % 85 % 85 % Risk-free rate 2 % 2 % 3 % 3 % Dividend yield (per share) 0 % 0 % 0 % 0 % |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 5. Stock-based Compensation The Company didn’t incur any new stock option activities for the three months ended March 31, 2019. The following table summarizes stock-based compensation expense related to stock options for the three months ended March 31, 2019 and 2018 (in thousands): For the three months ended March 31, 2019 2018 Research and development $ 104 $ 270 General and administrative (1) 449 - Total stock-based compensation expense $ 553 $ 270 (1) The general and administrative expense during the three months ended March 31, 2019 is related to applicable vesting portion of stock options awards made in the past to directors and employees. The total unrecognized compensation cost was approximately $0.9 million as of March 31, 2019, and will be recognized over the next 1.5 years. |
Property & Equipment
Property & Equipment | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 6. Property & Equipment Property and equipment consist of the following at March 31, 2019 and December 31, 2018 (in thousands): March 31, December 31, Estimated 2019 2018 Useful Life Leasehold improvements $ 81 $ 81 Lesser of lease term or estimated useful life Office furniture and equipment 25 25 3 years Computer equipment and software 763 599 3 years Land in the United Kingdom 89 86 NA 958 791 Less: accumulated depreciation (681 ) (683 ) Total property, plant and equipment, net $ 277 $ 108 Depreciation expense was approximately $2,000 and $365,000 for the three months ended March 31, 2019 and 2018. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lessee, Operating Leases [Text Block] | 7. Leases The Company adopted ASC Topic 842 - Leases as of January 1, 2019, using the transition method per ASU No. 2018-11 issued on July 2018 wherein entities were allowed to initially apply the new leases standard at adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Accordingly, all periods prior to January 1, 2019 were presented in accordance with the previous ASC Topic 840, Leases, and no retrospective adjustments were made to the comparative periods presented. Adoption of ASC 842 resulted in an increase to total assets and liabilities due to the recording of operating lease right-of-use assets ("ROU") and operating lease liabilities of approximately $4.3 million, as of January 1, 2019. On March 4, 2019, the Company recognized additional $0.6 million ROU and lease liabilities to its amended office lease in the U.S. The adoption did not materially impact the Company’s Condensed Consolidated Statements of Earnings or Cash Flows. The Company has operating leases for corporate offices in the U.S. and manufacturing facility in the U.K. Leases with an initial term of 12 months or less are not recorded in the balance sheet. The Company has elected the practical expedient to account for each separate lease component of a contract and its associated non-lease components as a single lease component, thus causing all fixed payments to be capitalized. The Company also elected the package of practical expedients permitted within the new standard, which among other things, allows the Company to carry forward historical lease classification. The renewal options have not been included in the calculation of the lease liabilities and ROU as the Company is not reasonably certain to exercise the options. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities. These are expensed as incurred and recorded as variable lease expense. At March 31, 2019, the Company had operating lease liabilities of approximately $5.0 million for both the 20-year lease of the building for the manufacturing facility in Sawston, U.K., and the current office lease in the U.S. and ROU of approximately $4.9 million for the Sawston lease and US office lease, which were included in the condensed consolidated balance sheet. The following summarizes quantitative information about the Company’s operating leases: For the Three Months Ended March 31, 2019 U.K U.S Total Lease cost Operating lease cost $ 155 $ - $ 155 Short-term lease cost 14 81 95 Variable lease cost - 2 2 Total $ 169 $ 83 $ 252 Other information Operating cash flows from operating leases $ - $ - $ - Right of use assets exchanged for new operating lease liabilities $ 4,306 $ 584 $ 4,890 Weighted-average remaining lease term – operating leases 10.7 1.4 Weighted-average discount rate – operating leases 12 % 12 % Maturities of our operating leases, excluding short-term leases, are as follows: U.K U.S Total Nine months ended December 31, 2019 $ - $ 244 $ 244 Year ended December 31, 2020 651 332 983 Year ended December 31, 2021 651 84 735 Year ended December 31, 2022 651 - 651 Year ended December 31, 2023 651 - 651 Year ended December 31, 2024 651 - 651 Thereafter 9,116 - 9,116 Total 12,371 660 13,031 Less present value discount (7,936 ) (76 ) (8,012 ) Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2019 $ 4,435 $ 584 $ 5,019 |
Net Loss per Share Applicable t
Net Loss per Share Applicable to Common Stockholders | 3 Months Ended |
Mar. 31, 2019 | |
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 three months ended March 31, 2019 2018 Series A convertible preferred stock - 34,863 Series B convertible preferred stock - 63,557 Common stock options 100,159 12,656 Common stock warrants 357,428 349,056 Contingently issuable warrants 11,739 Share-settled debt and accrued interest, at fair value - 12,757 Convertible notes and accrued interest 29,516 35,380 Potentially dilutive securities 498,842 508,269 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 10. Related Party Transactions 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 three months ended March 31, 2019 and 2018 (amount in thousands) (some of which remain unpaid as noted in the second table below): For the three months ended March 31, 2019 2018 Cognate BioServices, Inc. (no longer related party since Q2 2018) $ - $ 1,302 Cognate BioServices GmbH - 66 Cognate Israel - 27 Advent BioServices 1,450 1,919 Total $ 1,450 $ 3,314 The following table summarizes outstanding unpaid accounts payable held by related parties as of March 31, 2019 and December 31, 2018 (amount in thousands). These unpaid amounts include part of the expenses reported in the table above and also certain expenses incurred in prior periods. March 31, December 31, 2019 2018 Advent BioServices $ 2,061 $ 3,967 Other Related Parties 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 pursuant to convertible Notes. The Company issued 11,739,130 Class D-2 Warrants with an exercise price of $0.30 and a fair value of approximately $2.2 million. The fair value of the warrants was recorded as debt discount at the issuance date. The Company recorded $2.2 million interest expenses as amortization on the debt discount immediately due to the term of the Convertible Notes, which are on demand. The Notes entered into in February through April 2018 were 15-day demand notes, and were intended as temporary bridge notes. However, the Notes remained unpaid outstanding throughout the year. On November 11, 2018, the Company and Ms. Powers agreed to further extend forbearance on the notes to a maturity of one year following the respective funding dates. In consideration of the continuing forbearance, the Company agreed to issue warrants representing 50% of the repayment amounts of the Notes. The warrants were anticipated to have an exercise price of $0.35 per share, and have an exercise period of 2 years. However, the Company has not yet finalized the terms of the warrant agreement. By February and March 2019, $4.4 million of the $5.4 million principal amount of the February and March 2018 Notes remained unpaid and were past the end of the further forbearance period agreed last November. As such, the Notes were again in default, and the Company started to accrue interest using 18% annual rate from the default dates. The accrued unpaid interest associated with the Convertible Notes was approximately $0.6 million as of March 31, 2019. As of March 31, 2019, the entire principal and interest amounts (approximately $6 million) owed to Ms. Powers under the February through April 2018 bridge notes remained outstanding and owed. 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 certain 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 bore interest at the rate of 12% per annum, and $0.8 million of the Goldman Notes bore interest at the rate of 10% per annum. During the three months ended March 31, 2019, the Company made an aggregate payment of $148,000 on the Goldman Notes, including $79,000 interest payment. As of March 31, 2019, there were no outstanding notes or interest owed to Mr. Goldman. Toucan Capital III Fund - Demand Loans 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. All principal was repaid in 2018. There was approximately $46,000 remaining of unpaid interest as of March 31, 2019. Board of Directors - Demand Loans As of March 31, 2019, there was no outstanding notes or interest owed to the Company’s Board of Directors. 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. This Note remains outstanding and unpaid. The principal amount and accrued interest owed to Advent under this Note at March 31, 2019 was $65,000 and $3,000, respectively, based on the current exchange rate. Interest expense for the three month period ended March 31, 2019 and 2018 associated with related party loans was approximately $0.2 million and $2.4 million, respectively. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 11. Stockholders’ Deficit Debt Conversion During the three months ended March 31, 2019, the Company converted debt of approximately $2.1 million principal and $0.1 million accrued interest into approximately 10.9 million shares of common stock at fair value of $3.0 million. The Company recorded an approximate $0.8 million debt extinguishment loss from the conversion. Warrants Exercised for Cash During the three months ended March 31, 2019, the Company issued 3.0 million shares of common stock from warrants exercised for cash. The Company received $688,000 cash. Common Stock Purchase Warrants The following is a summary of warrant activity for the three months ended March 31, 2019 (in thousands, except per share data): Number of Weighted Average Remaining Warrants Exercise Price Contractual Term Outstanding as of January 1, 2019 372,153 $ 0.29 1.97 Warrants exercised for cash (2,986 ) 0.23 Outstanding as of March 31, 2019 369,167 $ 0.29 1.72 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 12. Commitments and Contingencies 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 13. Subsequent Events Between April 2019 and May 2019, the Company converted debt of approximately $0.9 million principal and $28,000 accrued interest into approximately 3.9 million shares of common stock at fair value of $1.2 million. The Company recorded an approximate $0.2 million debt extinguishment loss from the conversion. Between April 2019 and May 2019, the Company issued 3.5 million shares of common stock from warrants exercised for cash. The Company received $0.8 million cash. On April 25, 2019, the Company established a new wholly owned subsidiary in the Netherlands, where the European Medicines Agency is relocating. |
Outstanding Debt
Outstanding Debt | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 8. Outstanding Debt The following two tables summarize outstanding debt as of March 31, 2019 and December 31, 2018, 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 (30 ) - 470 18% unsecured (3) In Default 18 % $ 0.26 100 - 147 247 735 (30 ) 147 852 Short term convertible notes payable - related party 10% unsecured (4) On Demand 10 % $ 0.23 1,000 - - 1,000 18% unsecured (4) In Default 18 % $ 0.23 4,400 - - 4,400 5,400 - - 5,400 Short term notes payable 8% unsecured (5) Various 8 % N/A 3,699 (348 ) - 3,351 10% unsecured (6) Various 10 % N/A 4,238 (300 ) 3,938 12% unsecured (7) On Demand 12 % N/A 440 - - 440 8,377 (648 ) - 7,729 Short term notes payable - related parties 10% unsecured - Related Parties (8) On Demand 10 % N/A 65 - - 65 65 - - 65 Long term notes payable 10% unsecured (9) 1/29/2021 8 % N/A 4,405 (404 ) - 4,001 4,405 (404 ) - 4,001 Ending balance as of March 31, 2019 $ 18,982 $ (1,082 ) $ 147 $ 18,047 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 (6) Various 10 % N/A 3,658 (400 ) 3,258 12% unsecured (7) On Demand 12 % N/A 440 - - 440 7,938 (783 ) - 7,155 Short term notes payable - related parties 10% unsecured - Related Parties (8) On Demand 10 % N/A 324 - - 324 12% unsecured - Related Parties (8) On Demand 12 % N/A 69 - - 69 393 - - 393 Long term notes payable 8% unsecured (5) 2/13/2020 8 % N/A 1,155 (119 ) - 1,036 5% unsecured (6) 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 (1) This $135,000 note as of March 31, 2019 and December 31, 2018 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. No payment was made during the three months ended March 31, 2019. The Company recognized interest expense of approximately $13,000 resulting from amortization of debt discount for the Note. The accrued interest associated with the Note was approximately $22,000 as of March 31, 2019. (3) On May 1, 2018, the Company entered into a Convertible Secured Full Recourse Redeemable Note Agreement (the “Redeemable Note”) of $1.4 million with an existing investor. The Redeemable Note is currently in default with an 18% annual interest rate. 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. During the three months ended March 31, 2019, the Company converted approximately $0.8 million principal into approximately 4.0 million shares of common stock at fair value of $1.1 million. The Company recorded an approximate $0.3 million debt extinguishment loss from this conversion. The accrued interest associated with the Redeemable Note was approximately $129,000 as of March 31, 2019. (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 Notes were 15-day demand notes, intended as temporary bridge loans. However, they remained unpaid and outstanding throughout the year. On November 11, 2018, the Company and Ms. Powers agreed to further extend the forbearance on the notes to a maturity of one year following the respective funding dates. In consideration of the continuing forbearance, the Company agreed to issue warrants representing 50% of the repayment amounts of the Notes. The warrants were anticipated have exercise price at $0.35 per share, and have an exercise period of 2 years. However, the Company has not finalized the terms of the warrant agreement. By February and March 2019, $4.4 million of the $5.4 million principal amount of the February through April 2018 Notes remained unpaid and were past the end of the further forbearance period agreed last November. As such, the Notes were again in default, and the Company started to accrue interest using 18% annual rate from the default dates. The accrued unpaid interest associated with the Convertible Notes was approximately $0.6 million as of March 31, 2019. (5) This $3.7 million note as of March 31, 2019 consists of three separate 8% notes in the amounts of $0.5 million, $2.2 million and $1.0 million. During the three months ended March 31, 2019, the Company converted approximately $1.3 million principal and $0.1 million accrued interest into approximately 6.9 million shares of common stock at fair value of $1.9 million. The Company recorded an approximate $0.5 million debt extinguishment loss from this conversion. (6) 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. During the three months ended March 31, 2019, the Company made principal payment of approximately $400,000, and interest payment of approximately $43,000 which included $27,000 premium pursuant to the prepayment option. During the three months ended March 31, 2019, the Company recognized interest expense of approximately $150,000 resulting from amortization of debt discount for the Notes. The remaining debt discount as of March 31, 2019 was approximately $300,000. The accrued interest associated with the Note was approximately $64,000 as of December 31, 2018. (7) This $440,000 note as of March 31, 2019 consists of two separate 12% demand notes (the “Notes”) in the amounts of $300,000 and $140,000. The accrued interest associated with the Notes was approximately $92,000 as of March 31, 2019. (8) 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 three months ended March 31, 2019, the Company made an aggregate payment of $148,000 to the Goldman Notes, including $79,000 interest payment. As of March 31, 2019, there were no outstanding notes or interest owed to Mr. Goldman. 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. All principal was repaid as of March 31, 2019. There was approximately $46,000 remaining of unpaid interest as of March 31, 2019. 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. During the three months ended March 31, 2019, the Company made $107,000 payment to Mr. Farmer’s estate, which included $22,000 interest payment. During the three months ended March 31, 2019, the Company made $146,000 payment to Mr. Jasinowski, which included $21,000 interest payment. During the three months ended March 31, 2019, the Company made $59,000 payment to Mr. Black, which included $9,000 interest payment. As of March 31, 2019, there was no outstanding notes or interest owed to the Company’s Board of Directors. 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. This Note remains outstanding and unpaid. The amount owed to Advent under this Note at March 31, 2019 was $65,000 based on the current exchange rate. (9) On March 29, 2019, the Company entered into two 22-month notes (the “Notes”), with two different institutional investors, for a total of $4.4 million with an interest rate of 8% and a maturity date of November 29, 2020. The Notes carried an OID of 10%. Net funding to the Company is $4.0 million. The Note allows for optional prepayment by the Company, in the Company’s discretion. If the Company elects to prepay the Notes, there will be a prepayment premium of 15%. Monthly amortization payments of 1/14 th The following table summarizes total interest expenses related to outstanding notes and mortgage loan for the three months ended March 31, 2019 and 2018, respectively (in thousands): For the three months ended March 31, 2019 2018 Interest expenses related to outstanding notes: Contractual interest $ 459 $ 523 Amortization on debt premium - (150 ) Amortization of debt discount 296 2,494 Total interest expenses related to other notes 755 2,867 Interest expenses related to mortgage loan: Contractual interest - 323 Amortization of debt issuance costs - 133 Total interest expenses on the mortgage loan - 456 Other interest expenses 1 1 Total interest expense $ 756 $ 3,324 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation. The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of March 31, 2019, condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018, condensed consolidated statements of comprehensive loss for the three months ended March 31, 2019 and 2018, condensed consolidated statement of stockholders’ deficit for the three months ended March 31, 2019 and 2018, and the condensed consolidated statements of cash flows for the three months ended March 31, 2019 and 2018 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three months ended March 31, 2019 are not necessarily indicative of results to be expected for the year ending December 31, 2019 or for any future interim period. The condensed consolidated balance sheet at December 31, 2018 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2018 and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on April 2, 2019. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates In preparing condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include valuing equity securities in share-based payment arrangements, 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. |
Significant Accounting Policies [Policy Text Block] | Other than above, there have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2018 Annual Report. |
New Accounting Pronouncements, Policy [Policy Text Block] | Adoption of Recent Accounting Standards Leases In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) in order to increase transparency and comparability among organizations by, among other provisions, recognizing lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous GAAP. For public companies, ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) using a modified retrospective approach and early adoption is permitted. In transition, entities may also elect a package of practical expedients that must be applied in its entirety to all leases commencing before the adoption date, unless the lease is modified, and permits entities to not reassess (a) the existence of a lease, (b) lease classification or (c) determination of initial direct costs, as of the adoption date, which effectively allows entities to carryforward accounting conclusions under previous U.S. GAAP. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides entities an optional transition method to apply the guidance under Topic 842 as of the adoption date, rather than as of the earliest period presented. The Company adopted Topic 842 on January 1, 2019, using the optional transition method to apply the new guidance as of January 1, 2019, rather than as of the earliest period presented, and elected the package of practical expedients described above. Based on the analysis, on January 1, 2019, the Company recorded right of use assets and lease liabilities of approximately $4.3 million, which represented operating lease entered prior to January 1, 2019. Additionally, the Company recorded an adjustment to opening accumulated deficit of $4.8 million related to the derecognition of deferred profit related to the U.K facility sales leaseback transaction. |
Property & Equipment (Tables)
Property & Equipment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consist of the following at March 31, 2019 and December 31, 2018 (in thousands): March 31, December 31, Estimated 2019 2018 Useful Life Leasehold improvements $ 81 $ 81 Lesser of lease term or estimated useful life Office furniture and equipment 25 25 3 years Computer equipment and software 763 599 3 years Land in the United Kingdom 89 86 NA 958 791 Less: accumulated depreciation (681 ) (683 ) Total property, plant and equipment, net $ 277 $ 108 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lessee, Operating Lease, Disclosure [Table Text Block] | The following summarizes quantitative information about the Company’s operating leases: For the Three Months Ended March 31, 2019 U.K U.S Total Lease cost Operating lease cost $ 155 $ - $ 155 Short-term lease cost 14 81 95 Variable lease cost - 2 2 Total $ 169 $ 83 $ 252 Other information Operating cash flows from operating leases $ - $ - $ - Right of use assets exchanged for new operating lease liabilities $ 4,306 $ 584 $ 4,890 Weighted-average remaining lease term – operating leases 10.7 1.4 Weighted-average discount rate – operating leases 12 % 12 % |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturities of our operating leases, excluding short-term leases, are as follows: U.K U.S Total Nine months ended December 31, 2019 $ - $ 244 $ 244 Year ended December 31, 2020 651 332 983 Year ended December 31, 2021 651 84 735 Year ended December 31, 2022 651 - 651 Year ended December 31, 2023 651 - 651 Year ended December 31, 2024 651 - 651 Thereafter 9,116 - 9,116 Total 12,371 660 13,031 Less present value discount (7,936 ) (76 ) (8,012 ) Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2019 $ 4,435 $ 584 $ 5,019 |
Net Loss per Share Applicable_2
Net Loss per Share Applicable to Common Stockholders (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following securities were not included in the diluted net loss per share calculation because their effect was anti-dilutive as of the periods presented (in thousands): For the three months ended March 31, 2019 2018 Series A convertible preferred stock - 34,863 Series B convertible preferred stock - 63,557 Common stock options 100,159 12,656 Common stock warrants 357,428 349,056 Contingently issuable warrants 11,739 Share-settled debt and accrued interest, at fair value - 12,757 Convertible notes and accrued interest 29,516 35,380 Potentially dilutive securities 498,842 508,269 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Schedule Of Settlement Obligations [Table Text Block] | The following table summarizes expenses incurred to related parties (i.e., amounts invoiced) during the three months ended March 31, 2019 and 2018 (amount in thousands) (some of which remain unpaid as noted in the second table below): For the three months ended March 31, 2019 2018 Cognate BioServices, Inc. (no longer related party since Q2 2018) $ - $ 1,302 Cognate BioServices GmbH - 66 Cognate Israel - 27 Advent BioServices 1,450 1,919 Total $ 1,450 $ 3,314 |
Schedule of Related Party Transactions [Table Text Block] | The following table summarizes outstanding unpaid accounts payable held by related parties as of March 31, 2019 and December 31, 2018 (amount in thousands). These unpaid amounts include part of the expenses reported in the table above and also certain expenses incurred in prior periods. March 31, December 31, 2019 2018 Advent BioServices $ 2,061 $ 3,967 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Schedule Of Warrant Activity [Table Text Block] | The following is a summary of warrant activity for the three months ended March 31, 2019 (in thousands, except per share data): Number of Weighted Average Remaining Warrants Exercise Price Contractual Term Outstanding as of January 1, 2019 372,153 $ 0.29 1.97 Warrants exercised for cash (2,986 ) 0.23 Outstanding as of March 31, 2019 369,167 $ 0.29 1.72 |
Outstanding Debt (Tables)
Outstanding Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The following two tables summarize outstanding debt as of March 31, 2019 and December 31, 2018, 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 (30 ) - 470 18% unsecured (3) In Default 18 % $ 0.26 100 - 147 247 735 (30 ) 147 852 Short term convertible notes payable - related party 10% unsecured (4) On Demand 10 % $ 0.23 1,000 - - 1,000 18% unsecured (4) In Default 18 % $ 0.23 4,400 - - 4,400 5,400 - - 5,400 Short term notes payable 8% unsecured (5) Various 8 % N/A 3,699 (348 ) - 3,351 10% unsecured (6) Various 10 % N/A 4,238 (300 ) 3,938 12% unsecured (7) On Demand 12 % N/A 440 - - 440 8,377 (648 ) - 7,729 Short term notes payable - related parties 10% unsecured - Related Parties (8) On Demand 10 % N/A 65 - - 65 65 - - 65 Long term notes payable 10% unsecured (9) 1/29/2021 8 % N/A 4,405 (404 ) - 4,001 4,405 (404 ) - 4,001 Ending balance as of March 31, 2019 $ 18,982 $ (1,082 ) $ 147 $ 18,047 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 (6) Various 10 % N/A 3,658 (400 ) 3,258 12% unsecured (7) On Demand 12 % N/A 440 - - 440 7,938 (783 ) - 7,155 Short term notes payable - related parties 10% unsecured - Related Parties (8) On Demand 10 % N/A 324 - - 324 12% unsecured - Related Parties (8) On Demand 12 % N/A 69 - - 69 393 - - 393 Long term notes payable 8% unsecured (5) 2/13/2020 8 % N/A 1,155 (119 ) - 1,036 5% unsecured (6) 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 |
Interest Income and Interest Expense Disclosure [Table Text Block] | The following table summarizes total interest expenses related to outstanding notes and mortgage loan for the three months ended March 31, 2019 and 2018, respectively (in thousands): For the three months ended March 31, 2019 2018 Interest expenses related to outstanding notes: Contractual interest $ 459 $ 523 Amortization on debt premium - (150 ) Amortization of debt discount 296 2,494 Total interest expenses related to other notes 755 2,867 Interest expenses related to mortgage loan: Contractual interest - 323 Amortization of debt issuance costs - 133 Total interest expenses on the mortgage loan - 456 Other interest expenses 1 1 Total interest expense $ 756 $ 3,324 |
Financial Condition, Going Co_2
Financial Condition, Going Concern and Management Plans (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net Cash Provided by (Used in) Operating Activities | $ (9,751) | $ (4,787) |
Net Income (Loss) Attributable to Parent | $ (20,946) | $ (21,545) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands | Jan. 02, 2019 | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Cumulative Effect on Retained Earnings, Net of Tax | $ 4,802 | |||
Operating Lease, Right-of-Use Asset | 4,864 | $ 4,300 | $ 0 | |
Operating Lease, Liability | 5,019 | 4,300 | ||
Accounting Standards Update 2016-02 [Member] | ||||
Operating Lease, Right-of-Use Asset | 4,300 | |||
Operating Lease, Liability | $ 4,300 | |||
UNITED KINGDOM | ||||
Cumulative Effect on Retained Earnings, Net of Tax | $ 4,800 | |||
Operating Lease, Right-of-Use Asset | 4,900 | |||
Operating Lease, Liability | $ 4,435 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 41,717 | $ 29,995 |
Embedded conversion feature | 147 | 357 |
Total fair value | 41,864 | 30,352 |
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 |
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 |
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 | 41,717 | 29,995 |
Embedded conversion feature | 147 | 357 |
Total fair value | $ 41,864 | $ 30,352 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details 1) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Share-settled Debt (in Default) [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | $ 30,352 |
Extinguishment of warrant liabilities related to warrants exercised for cash | (509) |
Change in fair value | 12,021 |
Balance | 41,864 |
Warrant Liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | 29,995 |
Extinguishment of warrant liabilities related to warrants exercised for cash | (509) |
Change in fair value | 12,231 |
Balance | 41,717 |
Embedded Conversion Feature [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance | 357 |
Extinguishment of warrant liabilities related to warrants exercised for cash | 0 |
Change in fair value | (210) |
Balance | $ 147 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details 2) - Fair Value, Inputs, Level 3 [Member] - $ / shares | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Embedded Conversion Feature [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Strike price | $ 0.27 | $ 0.44 | |
Contractual term (years) | 3 months 18 days | 1 year 6 months | |
Volatility (annual) | 62.00% | 85.00% | |
Risk-free rate | 2.00% | 3.00% | |
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 | $ 0.29 | |
Contractual term (years) | 1 year 8 months 12 days | 2 years 2 months 12 days | |
Volatility (annual) | 85.00% | 85.00% | |
Risk-free rate | 2.00% | 3.00% | |
Dividend yield (per share) | 0.00% | 0.00% |
Stock-based Compensation (Detai
Stock-based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Allocated Share-based Compensation Expense | $ 553 | $ 270 | |
Research and development [Member] | |||
Allocated Share-based Compensation Expense | 104 | 270 | |
General and administrative [Member] | |||
Allocated Share-based Compensation Expense | [1] | $ 449 | $ 0 |
[1] | The general and administrative expense during the three months ended March 31, 2019 is related to applicable vesting portion of stock options awards made in the past to directors and employees. |
Stock-based Compensation (Det_2
Stock-based Compensation (Details Textual) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 0.9 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 6 months |
Property & Equipment (Details)
Property & Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Total property, plant and equipment, net | $ 277 | $ 108 |
Domestic [Member] | ||
Property, Plant and Equipment, Gross | 958 | 791 |
Less: accumulated depreciation | (681) | (683) |
Total property, plant and equipment, net | $ 277 | 108 |
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 | $ 763 | 599 |
Land [Member] | UNITED KINGDOM | ||
Property, Plant and Equipment, Gross | $ 89 | $ 86 |
Property & Equipment (Details T
Property & Equipment (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Depreciation | $ 2,000 | $ 365,000 |
Outstanding Debt (Details)
Outstanding Debt (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2019 | Dec. 31, 2018 | Mar. 29, 2019 | Feb. 28, 2019 | Nov. 07, 2018 | Oct. 18, 2018 | Apr. 30, 2018 | ||||
Debt Instrument, Stated Interest Rate | 8.00% | 10.00% | ||||||||
Debt Instrument, Face Value | $ 18,982,000 | $ 17,435,000 | $ 4,400,000 | $ 4,400,000 | $ 3,700,000 | $ 5,400,000 | ||||
Debt Instrument, Remaining Debt (Discount) | (1,082,000) | (995,000) | ||||||||
Debt Instrument, Fair Value of Embedded Conversion Option | 147,000 | 357,000 | ||||||||
Debt Instrument, Carrying Value | 18,047,000 | 16,797,000 | ||||||||
Eighteen Percent Unsecured [Member] | ||||||||||
Debt Instrument, Face Value | 440,000 | |||||||||
Short-term Debt [Member] | ||||||||||
Debt Instrument, Face Value | 735,000 | 1,549,000 | ||||||||
Debt Instrument, Remaining Debt (Discount) | (30,000) | (43,000) | ||||||||
Debt Instrument, Fair Value of Embedded Conversion Option | 147,000 | 357,000 | ||||||||
Debt Instrument, Carrying Value | $ 852,000 | $ 1,863,000 | ||||||||
Short-term Debt [Member] | Six Percent Unsecurble [Member] | ||||||||||
Debt Instrument, Maturity Date, Description | [1] | Due | Due | |||||||
Debt Instrument, Stated Interest Rate | [1] | 6.00% | 6.00% | |||||||
Debt Instrument, Conversion Price | [1] | $ 3.09 | $ 3.09 | |||||||
Debt Instrument, Face Value | [1] | $ 135,000 | $ 135,000 | |||||||
Debt Instrument, Remaining Debt (Discount) | [1] | 0 | 0 | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [1] | 0 | 0 | |||||||
Debt Instrument, Carrying Value | [1] | $ 135,000 | $ 135,000 | |||||||
Short-term Debt [Member] | Ten Percent Unsecured [Member] | ||||||||||
Debt Instrument, Maturity Date, Description | [2] | 10/18/2019 | 10/18/2019 | |||||||
Debt Instrument, Stated Interest Rate | [2] | 10.00% | 10.00% | |||||||
Debt Instrument, Conversion Price | [2] | $ 0.22 | $ 0.22 | |||||||
Debt Instrument, Face Value | $ 500,000 | [2] | $ 500,000 | [2] | $ 500,000 | |||||
Debt Instrument, Remaining Debt (Discount) | [2] | (30,000) | (43,000) | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [2] | 0 | 0 | |||||||
Debt Instrument, Carrying Value | [2] | $ 470,000 | $ 457,000 | |||||||
Short-term Debt [Member] | Eighteen Percent Unsecured [Member] | ||||||||||
Debt Instrument, Maturity Date, Description | [3] | In Default | In Default | |||||||
Debt Instrument, Stated Interest Rate | [3] | 18.00% | 18.00% | |||||||
Debt Instrument, Conversion Price | [3] | $ 0.26 | $ 0.21 | |||||||
Debt Instrument, Face Value | [3] | $ 100,000 | $ 914,000 | |||||||
Debt Instrument, Remaining Debt (Discount) | [3] | 0 | 0 | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [3] | 147,000 | 357,000 | |||||||
Debt Instrument, Carrying Value | [3] | 247,000 | 1,271,000 | |||||||
Short Term Notes Payable [Member] | ||||||||||
Debt Instrument, Face Value | 8,377,000 | 7,938,000 | ||||||||
Debt Instrument, Remaining Debt (Discount) | (648,000) | (783,000) | ||||||||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | 0 | ||||||||
Debt Instrument, Carrying Value | $ 7,729,000 | $ 7,155,000 | ||||||||
Short Term Notes Payable [Member] | Eight Percent Unsecured [Member] | ||||||||||
Debt Instrument, Maturity Date, Description | [4] | Various | 6/20/2019 and 12/12/2019 | |||||||
Debt Instrument, Stated Interest Rate | [4] | 8.00% | 8.00% | |||||||
Debt Instrument, Face Value | [4] | $ 3,699,000 | $ 3,840,000 | |||||||
Debt Instrument, Remaining Debt (Discount) | [4] | (348,000) | (383,000) | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [4] | 0 | 0 | |||||||
Debt Instrument, Carrying Value | [4] | $ 3,351,000 | $ 3,457,000 | |||||||
Short Term Notes Payable [Member] | Ten Percent Unsecured [Member] | ||||||||||
Debt Instrument, Maturity Date, Description | [5] | Various | Various | |||||||
Debt Instrument, Stated Interest Rate | [5] | 10.00% | 10.00% | |||||||
Debt Instrument, Face Value | [5] | $ 4,238,000 | $ 3,658,000 | |||||||
Debt Instrument, Remaining Debt (Discount) | [5] | (300,000) | (400,000) | |||||||
Debt Instrument, Carrying Value | [5] | $ 3,938,000 | $ 3,258,000 | |||||||
Short Term Notes Payable [Member] | Twelve Percent Unsecured [Member] | ||||||||||
Debt Instrument, Maturity Date, Description | [6] | On Demand | On Demand | |||||||
Debt Instrument, Stated Interest Rate | [6] | 12.00% | 12.00% | |||||||
Debt Instrument, Face Value | [6] | $ 440,000 | $ 440,000 | |||||||
Debt Instrument, Remaining Debt (Discount) | [6] | 0 | 0 | |||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [6] | 0 | 0 | |||||||
Debt Instrument, Carrying Value | [6] | 440,000 | 440,000 | |||||||
Short Term Notes Payable Related Parties [Member] | ||||||||||
Debt Instrument, Face Value | 65,000 | 393,000 | ||||||||
Debt Instrument, Remaining Debt (Discount) | 0 | 0 | ||||||||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | 0 | ||||||||
Debt Instrument, Carrying Value | $ 65,000 | $ 393,000 | ||||||||
Short Term Notes Payable Related Parties [Member] | Ten Percent Unsecured [Member] | ||||||||||
Debt Instrument, Maturity Date, Description | On Demand | [6] | On Demand | [7] | ||||||
Debt Instrument, Stated Interest Rate | 10.00% | [6] | 10.00% | [7] | ||||||
Debt Instrument, Conversion Price | [7] | $ 0.23 | ||||||||
Debt Instrument, Face Value | $ 65,000 | [6] | $ 5,400,000 | [7] | ||||||
Debt Instrument, Remaining Debt (Discount) | 0 | [6] | 0 | [7] | ||||||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | [6] | 0 | [7] | ||||||
Debt Instrument, Carrying Value | 65,000 | [6] | $ 5,400,000 | [7] | ||||||
Short Term Notes Payable Related Parties [Member] | Twelve Percent Unsecured [Member] | ||||||||||
Debt Instrument, Maturity Date, Description | [6] | On Demand | ||||||||
Debt Instrument, Stated Interest Rate | [6] | 12.00% | ||||||||
Debt Instrument, Face Value | [6] | $ 69,000 | ||||||||
Debt Instrument, Remaining Debt (Discount) | [6] | 0 | ||||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [6] | 0 | ||||||||
Debt Instrument, Carrying Value | [6] | $ 69 | ||||||||
Long-term Debt [Member] | Five Percent Unsecured [Member] | ||||||||||
Debt Instrument, Maturity Date, Description | [5] | 1/13/2020 | ||||||||
Long-term Debt [Member] | Eight Percent Unsecured [Member] | ||||||||||
Debt Instrument, Maturity Date, Description | [4] | 2/13/2020 | ||||||||
Long Term Notes Payable [Member] | ||||||||||
Debt Instrument, Face Value | 4,405,000 | $ 2,155,000 | ||||||||
Debt Instrument, Remaining Debt (Discount) | (404,000) | (169,000) | ||||||||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | 0 | ||||||||
Debt Instrument, Carrying Value | 4,001,000 | $ 1,986,000 | ||||||||
Long Term Notes Payable [Member] | Five Percent Unsecured [Member] | ||||||||||
Debt Instrument, Stated Interest Rate | [5] | 10.00% | ||||||||
Debt Instrument, Face Value | [5] | $ 1,000,000 | ||||||||
Debt Instrument, Remaining Debt (Discount) | [5] | (50,000) | ||||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [5] | 0 | ||||||||
Debt Instrument, Carrying Value | [5] | $ 950,000 | ||||||||
Long Term Notes Payable [Member] | Eight Percent Unsecured [Member] | ||||||||||
Debt Instrument, Stated Interest Rate | [4] | 8.00% | ||||||||
Debt Instrument, Face Value | $ 4,405,000 | $ 1,155,000 | [4] | |||||||
Debt Instrument, Remaining Debt (Discount) | [4] | (119,000) | ||||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [4] | 0 | ||||||||
Debt Instrument, Carrying Value | [4] | $ 1,036,000 | ||||||||
Long Term Notes Payable [Member] | Ten Percent Unsecured [Member] | ||||||||||
Debt Instrument, Maturity Date, Description | [8] | 1/29/2021 | ||||||||
Debt Instrument, Stated Interest Rate | [8] | 8.00% | ||||||||
Debt Instrument, Face Value | [8] | $ 4,405,000 | ||||||||
Debt Instrument, Remaining Debt (Discount) | [8] | (404,000) | ||||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [8] | 0 | ||||||||
Debt Instrument, Carrying Value | [8] | 4,001,000 | ||||||||
Short term convertible notes payable - related party [Member] | ||||||||||
Debt Instrument, Face Value | 5,400,000 | |||||||||
Debt Instrument, Remaining Debt (Discount) | 0 | |||||||||
Debt Instrument, Fair Value of Embedded Conversion Option | 0 | |||||||||
Debt Instrument, Carrying Value | $ 5,400,000 | |||||||||
Short term convertible notes payable - related party [Member] | Ten Percent Unsecured [Member] | ||||||||||
Debt Instrument, Maturity Date, Description | [7] | On Demand | ||||||||
Debt Instrument, Stated Interest Rate | [7] | 10.00% | ||||||||
Debt Instrument, Conversion Price | [7] | $ 0.23 | ||||||||
Debt Instrument, Face Value | [7] | $ 1,000,000 | ||||||||
Debt Instrument, Remaining Debt (Discount) | [7] | 0 | ||||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [7] | 0 | ||||||||
Debt Instrument, Carrying Value | [7] | $ 1,000,000 | ||||||||
Short term convertible notes payable - related party [Member] | Eighteen Percent Unsecured [Member] | ||||||||||
Debt Instrument, Maturity Date, Description | [7] | In Default | ||||||||
Debt Instrument, Stated Interest Rate | [7] | 18.00% | ||||||||
Debt Instrument, Conversion Price | [7] | $ 0.23 | ||||||||
Debt Instrument, Face Value | [7] | $ 4,400,000 | ||||||||
Debt Instrument, Remaining Debt (Discount) | [7] | 0 | ||||||||
Debt Instrument, Fair Value of Embedded Conversion Option | [7] | 0 | ||||||||
Debt Instrument, Carrying Value | [7] | $ 4,400,000 | ||||||||
[1] | This $135,000 note as of March 31, 2019 and December 31, 2018 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. No payment was made during the three months ended March 31, 2019. The Company recognized interest expense of approximately $13,000 resulting from amortization of debt discount for the Note. The accrued interest associated with the Note was approximately $22,000 as of March 31, 2019. | |||||||||
[3] | On May 1, 2018, the Company entered into a Convertible Secured Full Recourse Redeemable Note Agreement (the “Redeemable Note”) of $1.4 million with an existing investor. The Redeemable Note is currently in default with an 18% annual interest rate. 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. During the three months ended March 31, 2019, the Company converted approximately $0.8 million principal into approximately 4.0 million shares of common stock at fair value of $1.1 million. The Company recorded an approximate $0.3 million debt extinguishment loss from this conversion. The accrued interest associated with the Redeemable Note was approximately $129,000 as of March 31, 2019. | |||||||||
[4] | This $3.7 million note as of March 31, 2019 consists of three separate 8% notes in the amounts of $0.5 million, $2.2 million and $1.0 million. During the three months ended March 31, 2019, the Company converted approximately $1.3 million principal and $0.1 million accrued interest into approximately 6.9 million shares of common stock at fair value of $1.9 million. The Company recorded an approximate $0.5 million debt extinguishment loss from this conversion. | |||||||||
[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. During the three months ended March 31, 2019, the Company made principal payment of approximately $400,000, and interest payment of approximately $43,000 which included $27,000 premium pursuant to the prepayment option. During the three months ended March 31, 2019, the Company recognized interest expense of approximately $150,000 resulting from amortization of debt discount for the Notes. The remaining debt discount as of March 31, 2019 was approximately $300,000. The accrued interest associated with the Note was approximately $64,000 as of December 31, 2018. | |||||||||
[6] | This $440,000 note as of March 31, 2019 consists of two separate 12% demand notes (the “Notes”) in the amounts of $300,000 and $140,000. The accrued interest associated with the Notes was approximately $92,000 as of March 31, 2019. | |||||||||
[7] | 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 Notes were 15-day demand notes, intended as temporary bridge loans. However, they remained unpaid and outstanding throughout the year. On November 11, 2018, the Company and Ms. Powers agreed to further extend the forbearance on the notes to a maturity of one year following the respective funding dates. In consideration of the continuing forbearance, the Company agreed to issue warrants representing 50% of the repayment amounts of the Notes. The warrants were anticipated have exercise price at $0.35 per share, and have an exercise period of 2 years. However, the Company has not finalized the terms of the warrant agreement. By February and March 2019, $4.4 million of the $5.4 million principal amount of the February through April 2018 Notes remained unpaid and were past the end of the further forbearance period agreed last November. As such, the Notes were again in default, and the Company started to accrue interest using 18% annual rate from the default dates. The accrued unpaid interest associated with the Convertible Notes was approximately $0.6 million as of March 31, 2019. | |||||||||
[8] | On March 29, 2019, the Company entered into two 22-month notes (the “Notes”), with two different institutional investors, for a total of $4.4 million with an interest rate of 8% and a maturity date of November 29, 2020. The Notes carried an OID of 10%. Net funding to the Company is $4.0 million. The Note allows for optional prepayment by the Company, in the Company’s discretion. If the Company elects to prepay the Notes, there will be a prepayment premium of 15%. Monthly amortization payments of 1/14th of the total are payable from month 9 through 22, with a 10% premium. |
Outstanding Debt (Details 1)
Outstanding Debt (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Amortization of Debt Discount | $ 296 | $ 2,627 |
Other interest expenses | 1 | 1 |
Total interest expense | 756 | 3,324 |
Short Term Notes Payable Related Parties [Member] | ||
Contractual interest | 191 | 138 |
Amortization of Debt Discount (Premium) | 0 | 2,217 |
Interest and Debt Expense | 191 | 2,355 |
Secured Debt [Member] | ||
Contractual interest | 0 | 323 |
Amortization of Debt Issuance Costs | 0 | 133 |
Interest and Debt Expense | 0 | 456 |
Notes Payable, Other Payables [Member] | ||
Contractual interest | 268 | 385 |
Amortization on debt premium | 0 | (150) |
Amortization of Debt Discount | 296 | 277 |
Interest and Debt Expense | $ 564 | $ 512 |
Outstanding Debt (Details 2)
Outstanding Debt (Details 2) - USD ($) | Mar. 31, 2019 | Mar. 29, 2019 | Feb. 28, 2019 | Dec. 31, 2018 | Nov. 07, 2018 | Apr. 30, 2018 | |||
Debt Instrument, Face Amount | $ 18,982,000 | $ 4,400,000 | $ 4,400,000 | $ 17,435,000 | $ 3,700,000 | $ 5,400,000 | |||
18% unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 440,000 | ||||||||
Short Term Convertiable Notes Payable Related Parties [Member] | 10% Unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 5,400,000 | ||||||||
Short Term Convertiable Note [Member] | 10% Unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 500,000 | ||||||||
Short Term Convertiable Note [Member] | 6% unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 135,000 | ||||||||
Short Term Convertiable Note [Member] | 18% unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 100,000 | ||||||||
Short Term Notes Payable [Member] | |||||||||
Debt Instrument, Face Amount | 8,377,000 | 7,938,000 | |||||||
Short Term Notes Payable [Member] | 10% Unsecured [Member] | |||||||||
Debt Instrument, Face Amount | [1] | 4,238,000 | 3,658,000 | ||||||
Short Term Notes Payable [Member] | 8% unsecured [Member] | |||||||||
Debt Instrument, Face Amount | [2] | 3,699,000 | 3,840,000 | ||||||
Short Term Notes Payable [Member] | 12% Unsecured [Member] | |||||||||
Debt Instrument, Face Amount | [3] | 440,000 | 440,000 | ||||||
Short Term Notes Payable Related Parties [Member] | |||||||||
Debt Instrument, Face Amount | 65,000 | 393,000 | |||||||
Short Term Notes Payable Related Parties [Member] | 10% Unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 65,000 | [3] | 5,400,000 | [4] | |||||
Short Term Notes Payable Related Parties [Member] | 12% Unsecured [Member] | |||||||||
Debt Instrument, Face Amount | [3] | 69,000 | |||||||
Long Term Notes Payable [Member] | |||||||||
Debt Instrument, Face Amount | 4,405,000 | 2,155,000 | |||||||
Long Term Notes Payable [Member] | 10% Unsecured [Member] | |||||||||
Debt Instrument, Face Amount | [5] | 4,405,000 | |||||||
Long Term Notes Payable [Member] | 8% unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 4,405,000 | $ 1,155,000 | [2] | ||||||
Less than 1 Year [Member] | |||||||||
Debt Instrument, Face Amount | 14,577,000 | ||||||||
Less than 1 Year [Member] | Short Term Convertiable Notes Payable Related Parties [Member] | 10% Unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 5,400,000 | ||||||||
Less than 1 Year [Member] | Short Term Convertiable Note [Member] | 10% Unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 500,000 | ||||||||
Less than 1 Year [Member] | Short Term Convertiable Note [Member] | 6% unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 135,000 | ||||||||
Less than 1 Year [Member] | Short Term Convertiable Note [Member] | 18% unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 100,000 | ||||||||
Less than 1 Year [Member] | Short Term Notes Payable [Member] | 10% Unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 4,238,000 | ||||||||
Less than 1 Year [Member] | Short Term Notes Payable [Member] | 8% unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 3,699,000 | ||||||||
Less than 1 Year [Member] | Short Term Notes Payable [Member] | 12% Unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 440,000 | ||||||||
Less than 1 Year [Member] | Short Term Notes Payable Related Parties [Member] | 10% Unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 65,000 | ||||||||
Less than 1 Year [Member] | Long Term Notes Payable [Member] | 8% unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 0 | ||||||||
1 to 2 Years [Member] | |||||||||
Debt Instrument, Face Amount | 4,405,000 | ||||||||
1 to 2 Years [Member] | Short Term Convertiable Notes Payable Related Parties [Member] | 10% Unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 0 | ||||||||
1 to 2 Years [Member] | Short Term Convertiable Note [Member] | 10% Unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 0 | ||||||||
1 to 2 Years [Member] | Short Term Convertiable Note [Member] | 6% unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 0 | ||||||||
1 to 2 Years [Member] | Short Term Convertiable Note [Member] | 18% unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 0 | ||||||||
1 to 2 Years [Member] | Short Term Notes Payable [Member] | 8% unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 0 | ||||||||
1 to 2 Years [Member] | Short Term Notes Payable [Member] | 12% Unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 0 | ||||||||
1 to 2 Years [Member] | Short Term Notes Payable Related Parties [Member] | 10% Unsecured [Member] | |||||||||
Debt Instrument, Face Amount | 0 | ||||||||
1 to 2 Years [Member] | Long Term Notes Payable [Member] | 8% unsecured [Member] | |||||||||
Debt Instrument, Face Amount | $ 4,405,000 | ||||||||
[1] | 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. During the three months ended March 31, 2019, the Company made principal payment of approximately $400,000, and interest payment of approximately $43,000 which included $27,000 premium pursuant to the prepayment option. During the three months ended March 31, 2019, the Company recognized interest expense of approximately $150,000 resulting from amortization of debt discount for the Notes. The remaining debt discount as of March 31, 2019 was approximately $300,000. The accrued interest associated with the Note was approximately $64,000 as of December 31, 2018. | ||||||||
[2] | This $3.7 million note as of March 31, 2019 consists of three separate 8% notes in the amounts of $0.5 million, $2.2 million and $1.0 million. During the three months ended March 31, 2019, the Company converted approximately $1.3 million principal and $0.1 million accrued interest into approximately 6.9 million shares of common stock at fair value of $1.9 million. The Company recorded an approximate $0.5 million debt extinguishment loss from this conversion. | ||||||||
[3] | This $440,000 note as of March 31, 2019 consists of two separate 12% demand notes (the “Notes”) in the amounts of $300,000 and $140,000. The accrued interest associated with the Notes was approximately $92,000 as of March 31, 2019. | ||||||||
[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 Notes were 15-day demand notes, intended as temporary bridge loans. However, they remained unpaid and outstanding throughout the year. On November 11, 2018, the Company and Ms. Powers agreed to further extend the forbearance on the notes to a maturity of one year following the respective funding dates. In consideration of the continuing forbearance, the Company agreed to issue warrants representing 50% of the repayment amounts of the Notes. The warrants were anticipated have exercise price at $0.35 per share, and have an exercise period of 2 years. However, the Company has not finalized the terms of the warrant agreement. By February and March 2019, $4.4 million of the $5.4 million principal amount of the February through April 2018 Notes remained unpaid and were past the end of the further forbearance period agreed last November. As such, the Notes were again in default, and the Company started to accrue interest using 18% annual rate from the default dates. The accrued unpaid interest associated with the Convertible Notes was approximately $0.6 million as of March 31, 2019. | ||||||||
[5] | On March 29, 2019, the Company entered into two 22-month notes (the “Notes”), with two different institutional investors, for a total of $4.4 million with an interest rate of 8% and a maturity date of November 29, 2020. The Notes carried an OID of 10%. Net funding to the Company is $4.0 million. The Note allows for optional prepayment by the Company, in the Company’s discretion. If the Company elects to prepay the Notes, there will be a prepayment premium of 15%. Monthly amortization payments of 1/14th of the total are payable from month 9 through 22, with a 10% premium. |
Outstanding Debt (Details Textu
Outstanding Debt (Details Textual) - USD ($) $ / shares in Units, shares in Millions | Nov. 11, 2018 | May 01, 2018 | Mar. 29, 2019 | Nov. 07, 2018 | Jan. 03, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2017 | Feb. 28, 2019 | Dec. 31, 2018 | Oct. 18, 2018 | Sep. 26, 2018 | Apr. 30, 2018 | |||
Debt Instrument, Face Amount | $ 4,400,000 | $ 3,700,000 | $ 18,982,000 | $ 4,400,000 | $ 17,435,000 | $ 5,400,000 | ||||||||||
Notes Payable | $ 135,000 | 135,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 10.00% | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | |||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 200,000 | |||||||||||||||
Repayments of Debt | $ 400,000 | |||||||||||||||
Debt Instrument, Periodic Payment, Interest | 64,000 | |||||||||||||||
Debt Instrument, Increase (Decrease), Other, Net | $ 30,000 | |||||||||||||||
Short-term Debt | $ 65,000 | |||||||||||||||
Debt Instrument, Maturity Date | Nov. 29, 2020 | |||||||||||||||
Gain (Loss) on Extinguishment of Debt | (788,000) | $ 215,000 | ||||||||||||||
Interest Paid, Net | 43,000 | |||||||||||||||
Prepayment Of Premium | $ 27,000 | |||||||||||||||
Original Issue Discount Rate | 10.00% | |||||||||||||||
Proceeds from Issuance of Debt | $ 4,000,000 | |||||||||||||||
Prepayment Premium Rate | 15.00% | |||||||||||||||
Debt Premium Rate | 10.00% | |||||||||||||||
Convertible Preferred Stock [Member] | ||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1.1 | |||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 100,000 | |||||||||||||||
Gain (Loss) on Extinguishment of Debt | 300,000 | |||||||||||||||
Debt Instrument, Fair Value Disclosure | 800,000 | |||||||||||||||
Short-term Debt [Member] | ||||||||||||||||
Debt Instrument, Face Amount | 735,000 | 1,549,000 | ||||||||||||||
Executive Officer [Member] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.35 | |||||||||||||||
Warrants and Rights Outstanding, Term | 2 years | |||||||||||||||
Class Of Warrants Or Rights Issue Terms | Company agreed to issue warrants representing 50% of the repayment amounts of the Notes | |||||||||||||||
Toucan Notes [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 1,200,000 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||
Debt Instrument, Term | 7 days | |||||||||||||||
Interest Payable | 46,000 | |||||||||||||||
Advent Bio Services Notes [Member] | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||||||||
Short-term Debt | $ 65,000 | $ 65,000 | ||||||||||||||
Linda F Power [Member] | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | |||||||||||||||
Convertible Notes Payable [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 3,700,000 | |||||||||||||||
Debt Instrument, Increase, Accrued Interest | 600,000 | |||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 1,400,000 | |||||||||||||||
Interest Paid, Net | 43,000 | $ 0 | ||||||||||||||
8% notes 1 [Member] | ||||||||||||||||
Debt Instrument, Face Amount | 500,000 | |||||||||||||||
8% notes 2 [Member] | ||||||||||||||||
Debt Instrument, Face Amount | 2,200,000 | |||||||||||||||
10% Unsecured [Member] | ||||||||||||||||
Interest Expense, Debt | 150,000 | |||||||||||||||
Amortization of Debt Discount (Premium) | 300,000 | |||||||||||||||
10% Unsecured [Member] | Short-term Debt [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | [1] | $ 500,000 | [1] | $ 500,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | [1] | 10.00% | 10.00% | |||||||||||||
Interest Expense, Debt | $ 13,000 | |||||||||||||||
Interest Payable | 22,000 | |||||||||||||||
18% Unsecured Note [Member] | ||||||||||||||||
Debt Instrument, Face Amount | 440,000 | |||||||||||||||
Interest Payable | 92,000 | |||||||||||||||
18% Unsecured Note [Member] | Short-term Debt [Member] | ||||||||||||||||
Debt Instrument, Face Amount | [2] | $ 100,000 | $ 914,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | [2] | 18.00% | 18.00% | |||||||||||||
8% notes 3 [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | |||||||||||||||
12% notes 1 [Member] | ||||||||||||||||
Debt Instrument, Face Amount | 300,000 | |||||||||||||||
12% notes 2 [Member] | ||||||||||||||||
Debt Instrument, Face Amount | 140,000 | |||||||||||||||
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 | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||
Goldman Note [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 1,300,000 | |||||||||||||||
Repayment Of Debt Including Interest | 148,000 | |||||||||||||||
Repayment Of Interest | 79,000 | |||||||||||||||
Note Due In 2011 [Member] | ||||||||||||||||
Notes Payable | 110,000 | $ 25,000 | ||||||||||||||
Goldman Note [Member] | ||||||||||||||||
Debt Instrument, Face Amount | $ 1,300,000 | |||||||||||||||
Six Percentage Note Payable One [Member] | ||||||||||||||||
Notes Payable | 110,000 | $ 25,000 | ||||||||||||||
8% Convertible Note [Member] | ||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,300,000 | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 6.9 | |||||||||||||||
Debt Conversion, Original Debt, Amount | $ 1,900,000 | |||||||||||||||
Debt Instrument, Increase, Accrued Interest | 100,000 | |||||||||||||||
Extinguishment of Debt, Amount | 500,000 | |||||||||||||||
Redeemable Note [Member] | ||||||||||||||||
Interest Payable | $ 129,000 | |||||||||||||||
[1] | 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. No payment was made during the three months ended March 31, 2019. The Company recognized interest expense of approximately $13,000 resulting from amortization of debt discount for the Note. The accrued interest associated with the Note was approximately $22,000 as of March 31, 2019. | |||||||||||||||
[2] | On May 1, 2018, the Company entered into a Convertible Secured Full Recourse Redeemable Note Agreement (the “Redeemable Note”) of $1.4 million with an existing investor. The Redeemable Note is currently in default with an 18% annual interest rate. 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. During the three months ended March 31, 2019, the Company converted approximately $0.8 million principal into approximately 4.0 million shares of common stock at fair value of $1.1 million. The Company recorded an approximate $0.3 million debt extinguishment loss from this conversion. The accrued interest associated with the Redeemable Note was approximately $129,000 as of March 31, 2019. |
Leases (Details)
Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Lease cost | |
Operating lease cost | $ 155 |
Short-term lease cost | 95 |
Variable lease cost | 2 |
Total | 252 |
Other information | |
Operating cash flows from operating leases | 0 |
Right of use assets exchanged for new operating lease liabilities | 4,890 |
UNITED STATES | |
Lease cost | |
Operating lease cost | 0 |
Short-term lease cost | 81 |
Variable lease cost | 2 |
Total | 83 |
Other information | |
Operating cash flows from operating leases | 0 |
Right of use assets exchanged for new operating lease liabilities | $ 584 |
Weighted-average remaining lease term – operating leases | 1 year 4 months 24 days |
Weighted-average discount rate – operating leases | 12.00% |
UNITED KINGDOM | |
Lease cost | |
Operating lease cost | $ 155 |
Short-term lease cost | 14 |
Variable lease cost | 0 |
Total | 169 |
Other information | |
Operating cash flows from operating leases | 0 |
Right of use assets exchanged for new operating lease liabilities | $ 4,306 |
Weighted-average remaining lease term – operating leases | 10 years 8 months 12 days |
Weighted-average discount rate – operating leases | 12.00% |
Leases (Details 1)
Leases (Details 1) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 04, 2019 | Jan. 01, 2019 |
Nine months ended December 31, 2019 | $ 244 | ||
Year ended December 31, 2020 | 983 | ||
Year ended December 31, 2021 | 735 | ||
Year ended December 31, 2022 | 651 | ||
Year ended December 31, 2023 | 651 | ||
Year ended December 31, 2024 | 651 | ||
Thereafter | 9,116 | ||
Total | 13,031 | ||
Less present value discount | (8,012) | ||
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2019 | 5,019 | $ 4,300 | |
UNITED STATES | |||
Nine months ended December 31, 2019 | 244 | ||
Year ended December 31, 2020 | 332 | ||
Year ended December 31, 2021 | 84 | ||
Year ended December 31, 2022 | 0 | ||
Year ended December 31, 2023 | 0 | ||
Year ended December 31, 2024 | 0 | ||
Thereafter | 0 | ||
Total | 660 | ||
Less present value discount | (76) | ||
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2019 | 584 | $ 600 | |
UNITED KINGDOM | |||
Nine months ended December 31, 2019 | 0 | ||
Year ended December 31, 2020 | 651 | ||
Year ended December 31, 2021 | 651 | ||
Year ended December 31, 2022 | 651 | ||
Year ended December 31, 2023 | 651 | ||
Year ended December 31, 2024 | 651 | ||
Thereafter | 9,116 | ||
Total | 12,371 | ||
Less present value discount | (7,936) | ||
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2019 | $ 4,435 |
Leases (Details Textual)
Leases (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2019 | Mar. 04, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Operating Lease, Right-of-Use Asset | $ 4,864 | $ 4,300 | $ 0 | |
Operating Lease, Liability | $ 5,019 | $ 4,300 | ||
Lessee, Operating Lease, Term of Contract | 20 years | |||
UNITED STATES | ||||
Operating Lease, Right-of-Use Asset | $ 600 | |||
Operating Lease, Liability | $ 584 | $ 600 | ||
UNITED KINGDOM | ||||
Operating Lease, Right-of-Use Asset | 4,900 | |||
Operating Lease, Liability | $ 4,435 |
Net Loss per Share Applicable_3
Net Loss per Share Applicable to Common Stockholders (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 498,842 | 508,269 |
Series A convertible preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 0 | 34,863 |
Series B convertible preferred stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 0 | 63,557 |
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 [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 357,428 | 349,056 |
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 | 12,757 |
Convertible notes and accrued interest [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities | 29,516 | 35,380 |
Related Party Transactions (De
Related Party Transactions (Details 1) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Related Party Transaction, Expenses from Transactions with Related Party | $ 1,450 | $ 3,314 | |
Cognate BioServices Inc [Member] | |||
Related Party Transaction, Expenses from Transactions with Related Party | 0 | 1,302 | |
Cognate BioServices GmbH [Member] | |||
Related Party Transaction, Expenses from Transactions with Related Party | 0 | 66 | |
Cognate Israel [Member] | |||
Related Party Transaction, Expenses from Transactions with Related Party | 0 | 27 | |
Advent BioServices [Member] | |||
Related Party Transaction, Expenses from Transactions with Related Party | 1,450 | $ 1,919 | |
Accounts Payable, Related Parties | $ 2,061 | $ 3,967 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) $ / shares in Units, £ in Millions | Nov. 11, 2018$ / shares | Mar. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018GBP (£) | Mar. 29, 2019USD ($) | Feb. 28, 2019USD ($) | Nov. 07, 2018USD ($) | Sep. 26, 2018USD ($) | Apr. 30, 2018USD ($) | Jan. 03, 2018USD ($) | Dec. 31, 2017USD ($) | Apr. 30, 2017USD ($) |
Related Party Transaction [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 18,982,000 | $ 17,435,000 | $ 4,400,000 | $ 4,400,000 | $ 3,700,000 | $ 5,400,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 10.00% | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.30 | ||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 2,200,000 | ||||||||||||
Short-term Debt | $ 65,000 | ||||||||||||
Class D 2 Warrants [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Fair Value Of Warrants | $ 2,200,000 | ||||||||||||
Class of Warrant or Right, Warrants Issued | shares | 11,739,130 | ||||||||||||
Goldman Note [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 1,300,000 | ||||||||||||
Debt instrument additional face amount | $ 30,000 | ||||||||||||
Repayment Of Debt Including Interest | $ 148,000 | ||||||||||||
Repayment Of Interest | 79,000 | ||||||||||||
Goldman Note One [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 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% | ||||||||||||
Interest Payable | 46,000 | ||||||||||||
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% | ||||||||||||
Interest Expense, Debt | 200,000 | $ 2,400,000 | |||||||||||
Interest Payable | 3,000 | ||||||||||||
Short-term Debt | $ 65,000 | ||||||||||||
Linda F Power [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | ||||||||||||
Short-term Debt | $ 6,000,000 | ||||||||||||
Executive Officer [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Convertible Notes Payable, Noncurrent | $ 600,000 | $ 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 agreed to issue warrants representing 50% of the repayment amounts of the Notes | ||||||||||||
Warrants and Rights Outstanding, Term | 2 years |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Shareholders Deficit [Line Items] | ||
Number of Warrants, Outstanding | 372,153 | |
Number of Warrants, Warrants exercised for cash | (2,986) | |
Number of Warrants, Outstanding | 369,167 | 372,153 |
Weighted Average Exercise Price - Outstanding | $ 0.29 | |
Weighted Average Exercise Price - Warrants exercised for cash | 0.23 | |
Weighted Average Exercise Price - Outstanding | $ 0.29 | $ 0.29 |
Remaining Contractual Term | 1 year 8 months 19 days | 1 year 11 months 19 days |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Textual) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | |
Nov. 07, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | |
Shareholders Deficit [Line Items] | |||
Proceeds from Warrant Exercises | $ 688 | $ 1,611 | |
Shares Issued During Period Shares, Upon Exercise Of warrants | 3 | ||
Debt Instrument, Increase, Accrued Interest | $ 200 | ||
Class Of Warrants Or Right Number issued | 0.8 | ||
Convertible Preferred Stock [Member] | |||
Shareholders Deficit [Line Items] | |||
Debt Conversion, Converted Instrument, Shares Issued | 1.1 | ||
Debt Instrument, Fair Value Disclosure | $ 800 | ||
Debt Instrument, Increase, Accrued Interest | 100 | ||
Common Stock [Member] | |||
Shareholders Deficit [Line Items] | |||
Debt Conversion, Converted Instrument, Amount | $ 3,000 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) shares in Millions | 2 Months Ended | 3 Months Ended | ||
May 31, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Subsequent Event [Line Items] | ||||
Gain (Loss) on Extinguishment of Debt | $ (788,000) | $ 215,000 | ||
Common Stock, Value, Issued | 537,000 | $ 523,000 | ||
Proceeds from Warrant Exercises | $ 688,000 | $ 1,611,000 | ||
Common Stock, Shares, Issued | 537.1 | 523.2 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Debt Conversion, Original Debt, Amount | $ 28,000 | |||
Debt Conversion, Converted Instrument, Shares Issued | 3.9 | |||
Debt Conversion, Converted Instrument, Amount | $ 900,000 | |||
Gain (Loss) on Extinguishment of Debt | 200,000 | |||
Common Stock, Value, Issued | 1,200,000 | |||
Proceeds from Warrant Exercises | $ 800,000 | |||
Common Stock, Shares, Issued | 3.5 |