Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 31, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CYTORI THERAPEUTICS, INC. | |
Entity Central Index Key | 1,095,981 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 158,458,195 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 |
CONSOLIDATED CONDENSED BALANCE
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 18,970,000 | $ 14,622,000 |
Accounts receivable, net of reserves of $900,000 and of $1,523,000 in 2015 and 2014, respectively | 1,134,000 | 1,243,000 |
Inventories, net | 4,612,000 | 4,829,000 |
Other current assets | 1,314,000 | 992,000 |
Total current assets | 26,030,000 | 21,686,000 |
Property and equipment, net | 1,734,000 | 1,583,000 |
Restricted cash and cash equivalents | 350,000 | 350,000 |
Other assets | 1,214,000 | 1,763,000 |
Intangibles, net | 9,196,000 | 9,415,000 |
Goodwill | 3,922,000 | 3,922,000 |
Total assets | 42,446,000 | 38,719,000 |
Current liabilities: | ||
Accounts payable and accrued expenses | 6,279,000 | 5,546,000 |
Current portion of long-term obligations, net of discount | 1,446,000 | 7,363,000 |
Joint venture purchase obligation | 1,725,000 | 3,008,000 |
Total current liabilities | 9,450,000 | 15,917,000 |
Deferred revenues | 143,000 | 112,000 |
Warrant liabilities, long-term | 12,527,000 | 9,793,000 |
Long-term deferred rent and other | 348,000 | 558,000 |
Long-term obligations, net of discount, less current portion | 14,978,000 | 18,041,000 |
Total liabilities | $ 37,446,000 | $ 44,421,000 |
Commitments and contingencies | ||
Stockholders' equity (deficit): | ||
Series A 3.6% convertible preferred stock, $0.001 par value; 5,000,000 shares authorized; 13,500 shares issued; 0 and 5,311 outstanding in 2015 and 2014, respectively | $ 0 | $ 0 |
Common stock, $0.001 par value; 290,000,000 shares authorized; 158,468,645 and 99,348,377 shares issued and outstanding in 2015 and 2014, respectively | 159,000 | 99,000 |
Additional paid-in capital | 358,035,000 | 331,772,000 |
Accumulated other comprehensive income | 1,061,000 | 700,000 |
Accumulated deficit | (354,255,000) | (338,273,000) |
Total stockholders' equity (deficit) | 5,000,000 | (5,702,000) |
Total liabilities and stockholders' equity (deficit) | $ 42,446,000 | $ 38,719,000 |
CONSOLIDATED CONDENSED BALANCE3
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Current assets: | ||
Accounts receivable, reserves | $ 900,000 | $ 1,523,000 |
Stockholders' equity (deficit): | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Preferred stock, shares authorized (in shares) | 5,000,000 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 290,000,000 | 290,000,000 |
Common stock, shares issued (in shares) | 158,468,645 | 99,348,377 |
Common stock, shares outstanding (in shares) | 158,468,645 | 99,348,377 |
Series A Preferred Stock [Member] | ||
Stockholders' equity (deficit): | ||
Convertible preferred stock | 3.60% | 3.60% |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 13,500 | 13,500 |
Preferred stock, shares outstanding (in shares) | 0 | 5,311 |
CONSOLIDATED CONDENSED STATEMEN
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) [Abstract] | ||||
Product revenues | $ 766,000 | $ 518,000 | $ 3,281,000 | $ 2,484,000 |
Cost of product revenues | 502,000 | 337,000 | 2,395,000 | 1,524,000 |
Gross profit | 264,000 | 181,000 | 886,000 | 960,000 |
Development revenues: | ||||
Government contracts and other | 1,711,000 | 585,000 | 5,002,000 | 1,345,000 |
Operating expenses: | ||||
Research and development | 4,352,000 | 3,140,000 | 14,363,000 | 12,106,000 |
Sales and marketing | 566,000 | 1,471,000 | 2,059,000 | 5,332,000 |
General and administrative | 2,370,000 | 4,179,000 | 7,662,000 | 13,121,000 |
Change in fair value of warrant liabilities | (7,310,000) | (134,000) | (4,988,000) | (134,000) |
Total operating expenses | (22,000) | 8,656,000 | 19,096,000 | 30,425,000 |
Operating income (loss) | 1,997,000 | (7,890,000) | (13,208,000) | (28,120,000) |
Other income (expense): | ||||
Income (loss) on asset disposal | (3,000) | (14,000) | 6,000 | (15,000) |
Loss on debt extinguishment | 0 | 0 | (260,000) | 0 |
Interest income | 3,000 | 1,000 | 6,000 | 4,000 |
Interest expense | (669,000) | (1,260,000) | (2,677,000) | (3,286,000) |
Other income (expense), net | 199,000 | (222,000) | 152,000 | (195,000) |
Total other expense | (470,000) | (1,495,000) | (2,773,000) | (3,492,000) |
Net income (loss) | 1,527,000 | (9,385,000) | (15,981,000) | (31,612,000) |
Beneficial conversion feature for convertible preferred stock | 0 | 0 | (661,000) | 0 |
Net income (loss) allocable to common stockholders | $ 1,527,000 | $ (9,385,000) | $ (16,642,000) | $ (31,612,000) |
Net income (loss) per share allocable to common stockholders | ||||
Basic (in dollars per share) | $ 0.01 | $ (0.12) | $ (0.12) | $ (0.41) |
Diluted (in dollars per shares) | $ 0.01 | $ (0.12) | $ (0.12) | $ (0.41) |
Weighted average shares used in calculating net income (loss) per share allocable to common stockholders | ||||
Basic (in shares) | 153,798,471 | 80,430,061 | 133,174,133 | 77,091,624 |
Diluted (in shares) | 157,968,958 | 80,430,061 | 133,174,133 | 77,091,624 |
Comprehensive income (loss): | ||||
Net income (loss) | $ 1,527,000 | $ (9,385,000) | $ (15,981,000) | $ (31,612,000) |
Other comprehensive income (loss) - foreign currency translation adjustments | 110,000 | 58,000 | 361,000 | 201,000 |
Comprehensive income (loss) | $ 1,637,000 | $ (9,327,000) | $ (15,620,000) | $ (31,411,000) |
CONSOLIDATED CONDENSED STATEME5
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (15,981,000) | $ (31,612,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 761,000 | 525,000 |
Amortization of deferred financing costs and debt discount | 714,000 | 961,000 |
Joint Venture acquisition obligation accretion | 340,000 | 362,000 |
Provision for doubtful accounts | 0 | 1,126,000 |
Provision for expired enzyme | 0 | 313,000 |
Change in fair value of warrants | (4,988,000) | (134,000) |
Stock-based compensation expense | 1,617,000 | 2,566,000 |
Loss on asset disposal | 5,000 | 15,000 |
Loss on debt extinguishment | 260,000 | 0 |
Increases (decreases) in cash caused by changes in operating assets and liabilities: | ||
Accounts receivable | 131,000 | 2,505,000 |
Inventories | (10,000) | (1,158,000) |
Other current assets | (258,000) | (19,000) |
Other assets | 762,000 | (124,000) |
Accounts payable and accrued expenses | 870,000 | (666,000) |
Deferred revenues | 41,000 | 47,000 |
Long-term deferred rent | (210,000) | (81,000) |
Net cash used in operating activities | (15,946,000) | (25,374,000) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (544,000) | (792,000) |
Expenditures for intellectual property | (13,000) | (255,000) |
License agreement termination fee | 0 | (400,000) |
Net cash used in investing activities | (557,000) | (1,447,000) |
Cash flows from financing activities: | ||
Principal payments on long-term obligations | (25,032,000) | (1,303,000) |
Proceeds from long-term obligations | 17,700,000 | 0 |
Debt issuance costs and loan fees | (1,854,000) | 0 |
Joint Venture purchase payments | (1,623,000) | (2,236,000) |
Proceeds from exercise of employee stock options and warrants | 4,986,000 | 4,066,000 |
Proceeds from sale of common stock, net | 26,749,000 | 18,650,000 |
Dividends paid on preferred stock | (75,000) | 0 |
Net cash provided by financing activities | 20,851,000 | 19,177,000 |
Effect of exchange rate changes on cash and cash equivalents | 0 | (13,000) |
Net increase (decrease) in cash and cash equivalents | 4,348,000 | (7,657,000) |
Cash and cash equivalents at beginning of period | 14,622,000 | 15,506,000 |
Cash and cash equivalents at end of period | 18,970,000 | 7,849,000 |
Cash paid during period for: | ||
Interest | 1,607,000 | 1,972,000 |
Supplemental schedule of non-cash investing and financing activities: | ||
Fair value of warrants allocated to (from) additional paid-in capital | 0 | (296,000) |
Conversion of preferred stock into common stock | 10,000 | 0 |
Declared dividend related to preferred stock | $ 3,000 | $ 0 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Our accompanying unaudited consolidated condensed financial statements as of September 30, 2015 and for the three and nine months ended September 30, 2015 and 2014 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. Our consolidated condensed balance sheet at September 30, 2015 has been derived from the audited financial statements at December 31, 2014, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial position and results of operations of Cytori Therapeutics, Inc., and our subsidiaries (the Company) have been included. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. These financial statements should be read in conjunction with the consolidated financial statements and notes therein included in our annual report on Form 10-K for the year ended December 31, 2014. |
Use of Estimates
Use of Estimates | 9 Months Ended |
Sep. 30, 2015 | |
Use of Estimates [Abstract] | |
Use of Estimates | 2. Use of Estimates The preparation of Consolidated Condensed Financial Statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Our most significant estimates and critical accounting policies involve recognizing revenue, valuing warrants, determining the assumptions used in measuring share-based compensation expense, measuring accretion expense related to our acquisition of the joint venture, and valuing allowances for doubtful accounts and inventories. Actual results could differ from these estimates. Management’s estimates and assumptions are reviewed regularly, and the effects of revisions are reflected in the Consolidated Condensed Financial Statements in the periods they are determined to be necessary. |
Capital Availability
Capital Availability | 9 Months Ended |
Sep. 30, 2015 | |
Capital Availability [Abstract] | |
Capital Availability | 3. Capital Availability We have net income of $1.5 million and net loss of $16.0 million for the three and nine months ended September 30, 2015, respectively, and incurred net losses of $9.4 million and $31.6 million for the three and nine months ended September 30, 2014, respectively. We have an accumulated deficit of $354 million as of September 30, 2015. Additionally, we have used net cash of $15.9 million and $25.4 million to fund our operating activities for the nine months ended September 30, 2015 and 2014, On May 5, 2015, we entered into a Securities Purchase Agreement (the “May 2015 Securities Purchase Agreement”) with certain institutional investors pursuant to which the Company sold $22 million of units in two separate closings, with each unit consisting of its common stock and one warrant to purchase one share of its common stock. Pursuant to this See Note 12 for further discussion of |
Transactions with Olympus Corpo
Transactions with Olympus Corporation | 9 Months Ended |
Sep. 30, 2015 | |
Transactions with Olympus Corporation [Abstract] | |
Transactions with Olympus Corporation | 4. Transactions with Olympus Corporation On April 30, 2015, the Company entered into Amendment One to the Under the original Agreement, we were required to pay Olympus a total purchase price of $6 million within two years of the date of the Agreement. The Amendment amends the payment terms of the Agreement to extend the period for payment of the remaining balance of the $6 million, or $3.2 million, with the balance of the purchase price bearing an interest rate of 6% per annum. Pursuant to the Amendment, we paid $1 million on May 8, 2015 and $0.5 million on September 30, 2015 and expect to pay $0.5 million of principal on or prior to December 31, 2015, $0.5 million of principal on or prior to March 31, 2016, and the remaining $0.7 million of principal and accrued interest on or prior to May 8, 2016. We may prepay the remaining principal and accrued interest at any time without penalty. In accordance with the terms of the Agreement, if we fail to pay the full balance of any installment payment, we will be required to pay Olympus the extended purchase price of a total of $16 million on or prior to March 1, 2020, with any principal payments previously paid applied towards the extended purchase price. |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2015 | |
Long-term Debt [Abstract] | |
Long-term Debt | 5. Long-term Debt On May 29, 2015 , (“Loan Agreement”) , In connection with the Loan Agreement, we prepaid all outstanding amounts under our prior loan agreement with Lender and Silicon Valley Bank For Oxford, we accounted for this Term Loan as a debt modification. The Company retired $3.1 million of the principal of the previous loan and the corresponding unamortized fees were expensed. The remaining fees of $0.8 million, were recorded as debt discount, and along with the new loan fees, will be amortized as an adjustment of interest expense using the effective interest method. For Silicon Valley Bank, which did not participate in the Term Loan, the payoff of the loan was accounted for as debt extinguishment. Accordingly, a total loss on debt extinguishment of $0.3 million was recorded, which includes the unamortized fees and discounts along with final payment fees. We allocated the aggregate proceeds of the Term Loan between the warrants and the debt obligations based on their relative fair values. The fair value of the warrants issued to the Lender was calculated utilizing the Black-Scholes option pricing model. The Black-Scholes option-pricing model incorporates various and highly sensitive assumptions including expected volatility, expected term and risk-free interest rates. The expected volatility is based on the historical volatility of the Company’s common stock over the most recent period. The risk-free interest rate for period within the contractual life of the warrant is based on the U.S. Treasury yield in effect at the time of grant. We will amortize the relative fair value of the warrants as a discount of $0.8 million over the term of the loan using the effective interest method, with an effective interest rate of 14.95%. The Term Loan is collateralized by a security interest in substantially all of the Company’s existing and after-acquired assets, subject to certain exceptions set forth in the Loan Agreement and excluding its intellectual property assets, which are subject to a negative pledge. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2015 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 6. Revenue Recognition Concentration of Significant Customers One distributor and three direct customers comprised 72% of our revenue recognized for the three months ended September 30, 2015. Two distributors and three direct customers comprised 67% of our revenue recognized for the nine months ended September 30, 2015. Three distributors and three direct customers accounted for 63% of total outstanding accounts receivable as of September 30, 2015. Five distributors comprised 62% of our revenue recognized for the nine months ended September 30, 2014. Three distributors accounted for 92% of total outstanding accounts receivable as of December 31, 2014. Product revenues, classified by geographic location, are as follows: Three months ended Nine months ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Product Revenues % of Total Product Revenues % of Total Product Revenues % of Total Product Revenues % of Total Americas $ 120,000 16 % $ 175,000 34 % $ 597,000 18 % $ 614,000 25 % Japan 451,000 59 % 60,000 12 % 1,408,000 43 % 1,323,000 53 % Europe 75,000 10 % 271,000 52 % 491,000 15 % 535,000 22 % Asia Pacific 120,000 16 % 12,000 2 % 785,000 24 % 12,000 0 % Total product revenues $ 766,000 100 % $ 518,000 100 % $ 3,281,000 100 % $ 2,484,000 100 % Research and Development We earn revenue for performing tasks under research and development agreements with governmental agencies like the BARDA. Revenues derived from reimbursement of direct out-of-pocket expenses for research costs associated with government contracts are recorded as government contract and other within development revenues. Government contract revenue is recorded at the gross amount of the reimbursement. The costs associated with these reimbursements are reflected as a component of research and development expense in our statements of operations. We recognized $1.7 million and $5 million in BARDA revenue for the three and nine months ended September 30, 2015, respectively as compared to $0.6 million and $1.3 million for the three and nine months ended September 30, 2014, respectively. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventories [Abstract] | |
Inventories | 7. Inventories Inventories are carried at the lower of cost or market, determined on the first-in, first-out (FIFO) method. Inventories consisted of the following: September 30, December 31, 2015 2014 Raw materials $ 1,603,000 $ 1,715,000 Work in process 1,293,000 1,301,000 Finished goods 1,716,000 1,813,000 $ 4,612,000 $ 4,829,000 |
Income (Loss) per Share
Income (Loss) per Share | 9 Months Ended |
Sep. 30, 2015 | |
Income (Loss) per Share [Abstract] | |
Income (Loss) per Share | 8. Income (Loss) per Share Basic per share data is computed by dividing net income or loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted per share data is computed by dividing net income or loss applicable to common stockholders by the weighted average number of common shares outstanding during the period increased to include, if dilutive, the number of additional common shares that would have been outstanding as calculated using the treasury stock method. Potential common shares were related entirely to outstanding but unexercised options and warrants for all periods presented. We have included 4.2 million dilutive securities for the purposes of calculating earnings per share for the three months ended September 30, 2015. We have excluded all potentially dilutive securities, including unvested performance-based restricted stock, from the calculation of diluted loss per share attributable to common stockholders for the nine month period ended September 30, 2015 and three and nine month periods ended September 30, 2014, as their inclusion would be antidilutive. Potentially dilutive common shares excluded from the calculations of diluted loss per share were 62.9 million for the nine month periods ended September 30, 2015 and 18.7 million for the three and nine month periods ended September 30, 2014, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 9. Commitments and Contingencies We have entered into agreements with various research organizations for pre-clinical and clinical development studies, which have provisions for cancellation. Under the terms of these agreements, the vendors provide a variety of services including conducting research, recruiting and enrolling patients, monitoring studies and data analysis. Payments under these agreements typically include fees for services and reimbursement of expenses. The timing of payments due under these agreements is estimated based on current study progress. As of September 30, 2015, we have clinical research study obligations of $7.6 million ($3.7 million of which are expected to be complete within a year). Should the timing of the clinical trials change, the timing of the payment of these obligations would also change. We have entered into several lease agreements for our headquarters office location as well as international office locations. As of September 30, 2015, we have remaining lease obligations of $4.7 million ($2.2 million of which are expected to be completed within a year). We have amended a supply agreement that contains a minimum purchase requirement. Pursuant to the amendment, as of September 30, 2015, we have a minimum purchase obligation of $1 million, all of which is expected to be completed within a year. We are subject to various claims and contingencies related to legal proceedings. Due to their nature, such legal proceedings involve inherent uncertainties including, but not limited to, court rulings, negotiations between affected parties and governmental actions. Management assesses the probability of loss for such contingencies and accrues a liability and/or discloses the relevant circumstances, as appropriate. Management believes that any liability to us that may arise as a result of currently pending legal proceedings will not have a material adverse effect on our financial condition, liquidity, or results of operations as a whole. See Note 4 for a discussion of our commitments and contingencies related to our transactions with Olympus. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 10. Fair Value Measurements Fair value measurements are market-based measurements, not entity-specific measurements. Therefore, fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. We follow a three-level hierarchy to prioritize the inputs used in the valuation techniques to derive fair values. The basis for fair value measurements for each level within the hierarchy is described below: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets. Level 3: Valuations derived from valuation techniques in which one or more significant inputs are unobservable in active markets. The following table provides a summary of the recognized assets and liabilities that we measure at fair value on a recurring basis: Balance as of Basis of Fair Value Measurements September 30, 2015 Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 12,527,000 $ — $ — $ 12,527,000 Balance as of Basis of Fair Value Measurements December 31, 2014 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 8,144,000 $ 8,144,000 $ — $ — Liabilities: Warrant liability $ 9,793,000 $ — $ — $ 9,793,000 We use quoted market prices to determine the fair value of our cash equivalents, which consist of money market funds that are classified in Level 1 of the fair value hierarchy. Warrants with exercise price reset features (down-round protection) are accounted for as liabilities, with changes in the fair value included in net income (loss) for the respective periods. Because some of the inputs to our valuation model are either not observable or are not derived principally from or corroborated by observable market data by correlation or other means, the warrant liability is classified as Level 3 in the fair value hierarchy. Our stock price can be volatile and there could be material fluctuations in the value of warrants in future periods. Warrant Liability In connection with the October 2014 Securities Purchase Agreement, the Company issued common stock purchase warrants (the October Warrants) to certain institutional investors with certain exercise price reset features. Each warrant has an initial exercise price of $0.5771 per share, is exercisable six months and one day after the date of issuance and expires five years from the date on which it is initially exercisable. Pursuant to the second closing of the May 2015 Securities Purchase Agreement, the exercise price of these warrants was reset to $0. 3263 . The initial fair value of the liability associated with these warrants was $10.0 million. The fair value of the October Warrants was $4.4 million as of September 30, 2015 and $9.8 million as of December 31, 2014. In May 2015, the Company entered into a Securities Purchase Agreement with certain institutional investors pursuant to which the Company agreed to sell up to $25 million of units, with each unit consisting of one share of its common stock and one warrant to purchase one share of its common stock, in a registered direct offering. The May 2015 Securities Purchase Agreement contemplated two closings, the first of which occurred on May 8, 2015, the second of which occurred upon satisfaction of certain conditions precedent, including, but not limited to, receipt of required stockholder approval, on August 27, 2015. Each warrant issued at the initial closing (the May 2015 Warrants) has an initial exercise price of $1.02 per share, is exercisable six months and one day after the date of issuance and expires five years from the date on which it is initially exercisable. Each warrant issued at the second closing (the August 2015 Warrants) has an initial exercise price of $0. 401 per share, and expires five years from the date of issuance. The initial fair value of the liability associated with the May 2015 Warrants was $14.3 million, and the fair value decreased to $6.3 million as of September 30, 2015. The initial fair value of the liability associated with the August 2015 Warrants was $1.6 million, and the fair value increased to $1.9 million as of September 30, 2015. As of September 30, 2015 As of December 31, 2014 October 2014 Warrants Expected term 4.5 years 5.3 years Common stock market price $ 0.34 $ 0.49 Risk-free interest rate 1.37 % 1.65 % Expected volatility 90 - 120 % 90.00 % Resulting fair value (per warrant) $ 0.25 $ 0.38 As of September 30, 2015 As of December 31, 2014 May 2015 Warrants Expected term 5.1 years — Common stock market price $ 0.34 — Risk-free interest rate 1.37 % — Expected volatility 90 - 120 % — Resulting fair value (per warrant) $ 0.25 — As of September 30, 2015 As of December 31, 2014 August 2015 Warrants Expected term 4.91 years — Common stock market price $ 0.34 — Risk-free interest rate 1.37 % — Expected volatility 90 - 120 % — Resulting fair value (per warrant) $ 0.25 — Expected volatility is based on both historical and implied volatility. Historical volatility was computed using daily pricing observations for recent periods that correspond to the expected term of the warrants while implied volatility was computed using publicly traded options of Cytori as well as Cytori’s peer companies. We believe this method produces an estimate that is representative of our expectations of future volatility over the expected term of these warrants. We currently have no reason to believe future volatility over the expected remaining life of these warrants is likely to differ materially from historical volatility. The expected life is based on the remaining contractual term of the warrants. The risk-free interest rate is the U.S. Treasury bond rate as of the valuation date. The fair value of these warrants also incorporates our assumptions about future equity issuances and their impact to the down-round protection feature. Fluctuations in the fair value of the warrants are impacted by unobservable inputs, most significantly the assumption with regards to future equity issuances and its impact to the down-round protection feature. Significant increases (decreases) in this input in isolation would result in a significantly higher (lower) fair value measurement. The following table summarizes the change in our Level 3 warrant liability value: Nine months ended Warrant liability September 30, 2015 Beginning balance $ 9,793,000 Issuance of warrants 15,979,000 Exercised warrants (8,257,000 ) Change in fair value (4,988,000 ) Ending balance $ 12,527,000 The main drivers for the change in the fair value of warrants at September 30, 2015, were issuance of new warrants, exercise of issued warrants and changes in our stock price, as compared to the stock price at December 31, 2014. |
Fair Value
Fair Value | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value [Abstract] | |
Fair Value | 11. Fair Value Financial Instruments We disclose fair value information about all financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. The disclosures of estimated fair value of financial instruments at September 30, 2015 and December 31, 2014, were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts. The carrying amounts for cash and cash equivalents, accounts receivable, inventories, other current assets, accounts payable, accrued expenses and other liabilities approximate fair value due to the short-term nature of these instruments. We utilize quoted market prices to estimate the fair value of our fixed rate debt, when available. If quoted market prices are not available, we calculate the fair value of our fixed rate debt based on a currently available market rate assuming the loans are outstanding through maturity and considering the collateral. In determining the current market rate for fixed rate debt, a market spread is added to the quoted yields on federal government treasury securities with similar terms to the debt. At September 30, 2015 and December 31, 2014, the aggregate fair value and the carrying value of the Company’s long-term debt were as follows: September 30, 2015 December 31, 2014 Fair Value Carrying Value Fair Value Carrying Value Long-term debt $ 16,630,000 $ 16,410,000 $ 25,206,000 $ 25,373,000 Carrying value is net of debt discount of $2.4 million and $1.5 million as of September 30, 2014 and December 31, 2014, respectively. The fair value of debt is classified as Level 3 in the fair value hierarchy as some of the inputs to our valuation model are either not observable quoted prices or are not derived principally from or corroborated by observable market data by correlation or other means. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 12. Stockholders’ Equity Preferred Stock We have authorized 5 million shares of $0.001 par value preferred stock. Our Board of Directors is authorized to designate the terms and conditions of any preferred stock we issue without further action by the common stockholders. There were 13,500 shares of Series A 3.6% Convertible Preferred Stock issued at September 30, 2015 and December 31, 2014 and 0 and 5,311 shares outstanding as of September 30, 2015 and December 31, 2014, respectively. In October 2014, we entered into a Securities Purchase Agreement with certain institutional investors pursuant to which the Company sold a total of 13,500 units for a purchase price of $1,000 per unit, with each unit consisting of one share of the Company’s Series A 3.6% Convertible Preferred Stock, which are convertible into shares of the Company’s common stock with a conversion price of $0.52, and warrants to purchase up to a number of shares of common stock equal to 100% of the conversion shares under the shares of preferred stock, in a registered direct offering. The preferred stock and the warrants were immediately separable and were issued separately. As of September 30, 2015, all outstanding Series A 3.6% Convertible Preferred Stock had been converted into shares of common stock. We recorded a dividend of $1.2 million for the year ended December 31, 2014, related to a beneficial conversion feature included in the issuance of our Series A 3.6% Convertible Preferred Stock. The fair value of the common stock into which the Series A 3.6% Convertible Preferred Stock was convertible on the date of issuance exceeded the proceeds allocated to the preferred stock, resulting in the beneficial conversion feature that we recognized as a dividend to the preferred shareholders and, accordingly, an adjustment to net loss to arrive at net loss allocable to common shareholders. Certain shares of Series A 3.6% Convertible Preferred Stock were not convertible until shareholder approval, which occurred in January 2015. As a result, additional dividends for the beneficial conversion feature of $0.7 million were recorded during the quarter ended March 31, 2015. In connection with the 3.6% Convertible Preferred Stock outstanding at December 31, 2014, we declared a cash dividend of $0.07 million. The cash dividend was paid in January 2015. Common Stock In May 2014, the Company entered into a sales agreement with Cowen and Company, LLC, relating to shares of our common stock, $0.001 par value per share. Pursuant to this agreement, through April 30, 2015, Cowen sold a total of 5.8 million shares of our common stock, raising approximately $7.2 million in net proceeds (after deductions for sales agent commissions and discounts and other offering costs), through an “at the market offering.” In September 2014, the Company and 13 holders of warrants dated June 4, 2014 to purchase a total of 4 million shares of the Company’s common stock agreed to amend the warrants in order to reduce the exercise price from $3.00 per share to $1.00 per share and change the expiration date from June 4, 2019 to September 10, 2014. The Company received proceeds of approximately $4 million from the exercise of the warrants. In addition, pursuant to the terms of the amendment, upon each holder’s exercise of all shares for cash prior to the amended expiration date, the Company issued additional warrants for the same number of common shares to the holders. The additional warrants have an exercise price of $2.00 per share, and are exercisable during the period commencing on the date that is six months and one day from the date of issuance and expiring five years from the date of issuance. For those investors participating in the October 2014 issuance of Series A 3.6% Convertible Preferred Stock, we agreed to reduce the exercise price of 3.4 million warrants held by such investors from $2.00 per share to $0.5771 per share, conditioned upon stockholder approval which was obtained in January 2015. As of September In October 2014, the Company entered into a Securities Purchase Agreement with certain institutional investors pursuant to which it issued common stock purchase warrants to the institutional investors with certain exercise price reset features. Each warrant had an initial exercise price of $0.5771 per share, and is exercisable during the period commencing six months and one day after the date of issuance and expiring five years from the date on which it is initially exercisable. Pursuant to the second closing of the May 2015 Securities Purchase Agreement, the exercise price of these warrants was reset to $0. 3263 . During the second quarter of 2015, approximately 8.5 million of the October 2014 warrants were exercised for cash at $0.5771 per share for net proceeds of $4.9 million. As of September 30, 2015, 17.5 million of the October 2014 warrants remain outstanding. In May 2015, the Company entered into a Securities Purchase Agreement with certain institutional investors pursuant to which the Company agreed to sell up to $25 million of units, with each unit consisting of one share of its common stock and one warrant to purchase one share of its common stock, in a registered direct offering. The purchase and sale of the units is took place in two separate closings. At the initial closing, which took place on May 8, 2015, the Company received approximately $17.7 million in net proceeds from the sale of units. The purchase price for each unit sold at the initial closing was $0.77. Each warrant issued as part of the units at the initial closing has an initial exercise price of $1.02 per share, and is exercisable during the period commencing six months and one day after the date of issuance and expiring five years from the date on which it is initially exercisable. The second closing of the purchase and sale of the units occurred on August 27, 2015 upon satisfaction of certain conditions, including, without limitation, stockholder vote, and the Company received approximately $2.2 million in net proceeds from the sale of 7,499,993 units of the 14,999,993 units available for sale at the second closing. The purchase price for each unit sold at the second closing was $0.3263 and each warrant issued has an initial exercise price of $0. 401 and expire five years from the date of issuance. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | 1. Basis of Presentation Our accompanying unaudited consolidated condensed financial statements as of September 30, 2015 and for the three and nine months ended September 30, 2015 and 2014 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. Our consolidated condensed balance sheet at September 30, 2015 has been derived from the audited financial statements at December 31, 2014, but does not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial position and results of operations of Cytori Therapeutics, Inc., and our subsidiaries (the Company) have been included. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. These financial statements should be read in conjunction with the consolidated financial statements and notes therein included in our annual report on Form 10-K for the year ended December 31, 2014. |
Use of Estimates (Policies)
Use of Estimates (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Use of Estimates [Abstract] | |
Use of Estimates | 2. Use of Estimates The preparation of Consolidated Condensed Financial Statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Our most significant estimates and critical accounting policies involve recognizing revenue, valuing warrants, determining the assumptions used in measuring share-based compensation expense, measuring accretion expense related to our acquisition of the joint venture, and valuing allowances for doubtful accounts and inventories. Actual results could differ from these estimates. Management’s estimates and assumptions are reviewed regularly, and the effects of revisions are reflected in the Consolidated Condensed Financial Statements in the periods they are determined to be necessary. |
Revenue Recognition (Policies)
Revenue Recognition (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 6. Revenue Recognition Concentration of Significant Customers One distributor and three direct customers comprised 72% of our revenue recognized for the three months ended September 30, 2015. Two distributors and three direct customers comprised 67% of our revenue recognized for the nine months ended September 30, 2015. Three distributors and three direct customers accounted for 63% of total outstanding accounts receivable as of September 30, 2015. Five distributors comprised 62% of our revenue recognized for the nine months ended September 30, 2014. Three distributors accounted for 92% of total outstanding accounts receivable as of December 31, 2014. Product revenues, classified by geographic location, are as follows: Three months ended Nine months ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Product Revenues % of Total Product Revenues % of Total Product Revenues % of Total Product Revenues % of Total Americas $ 120,000 16 % $ 175,000 34 % $ 597,000 18 % $ 614,000 25 % Japan 451,000 59 % 60,000 12 % 1,408,000 43 % 1,323,000 53 % Europe 75,000 10 % 271,000 52 % 491,000 15 % 535,000 22 % Asia Pacific 120,000 16 % 12,000 2 % 785,000 24 % 12,000 0 % Total product revenues $ 766,000 100 % $ 518,000 100 % $ 3,281,000 100 % $ 2,484,000 100 % Research and Development We earn revenue for performing tasks under research and development agreements with governmental agencies like the BARDA. Revenues derived from reimbursement of direct out-of-pocket expenses for research costs associated with government contracts are recorded as government contract and other within development revenues. Government contract revenue is recorded at the gross amount of the reimbursement. The costs associated with these reimbursements are reflected as a component of research and development expense in our statements of operations. We recognized $1.7 million and $5 million in BARDA revenue for the three and nine months ended September 30, 2015, respectively as compared to $0.6 million and $1.3 million for the three and nine months ended September 30, 2014, respectively. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Revenue Recognition [Abstract] | |
Product Revenues by Geographic Location | Product revenues, classified by geographic location, are as follows: Three months ended Nine months ended September 30, 2015 September 30, 2014 September 30, 2015 September 30, 2014 Product Revenues % of Total Product Revenues % of Total Product Revenues % of Total Product Revenues % of Total Americas $ 120,000 16 % $ 175,000 34 % $ 597,000 18 % $ 614,000 25 % Japan 451,000 59 % 60,000 12 % 1,408,000 43 % 1,323,000 53 % Europe 75,000 10 % 271,000 52 % 491,000 15 % 535,000 22 % Asia Pacific 120,000 16 % 12,000 2 % 785,000 24 % 12,000 0 % Total product revenues $ 766,000 100 % $ 518,000 100 % $ 3,281,000 100 % $ 2,484,000 100 % |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventories [Abstract] | |
Inventory | Inventories consisted of the following: September 30, December 31, 2015 2014 Raw materials $ 1,603,000 $ 1,715,000 Work in process 1,293,000 1,301,000 Finished goods 1,716,000 1,813,000 $ 4,612,000 $ 4,829,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Measurements [Abstract] | |
Assets and Liabilities Measured at Fair Value | The following table provides a summary of the recognized assets and liabilities that we measure at fair value on a recurring basis: Balance as of Basis of Fair Value Measurements September 30, 2015 Level 1 Level 2 Level 3 Liabilities: Warrant liability $ 12,527,000 $ — $ — $ 12,527,000 Balance as of Basis of Fair Value Measurements December 31, 2014 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 8,144,000 $ 8,144,000 $ — $ — Liabilities: Warrant liability $ 9,793,000 $ — $ — $ 9,793,000 |
Estimation of Fair Value Determined by Using Option Pricing Model | As of September 30, 2015 As of December 31, 2014 October 2014 Warrants Expected term 4.5 years 5.3 years Common stock market price $ 0.34 $ 0.49 Risk-free interest rate 1.37 % 1.65 % Expected volatility 90 - 120 % 90.00 % Resulting fair value (per warrant) $ 0.25 $ 0.38 As of September 30, 2015 As of December 31, 2014 May 2015 Warrants Expected term 5.1 years — Common stock market price $ 0.34 — Risk-free interest rate 1.37 % — Expected volatility 90 - 120 % — Resulting fair value (per warrant) $ 0.25 — As of September 30, 2015 As of December 31, 2014 August 2015 Warrants Expected term 4.91 years — Common stock market price $ 0.34 — Risk-free interest rate 1.37 % — Expected volatility 90 - 120 % — Resulting fair value (per warrant) $ 0.25 — |
Summary of Change in Level 3 Warrant Liability | The following table summarizes the change in our Level 3 warrant liability value: Nine months ended Warrant liability September 30, 2015 Beginning balance $ 9,793,000 Issuance of warrants 15,979,000 Exercised warrants (8,257,000 ) Change in fair value (4,988,000 ) Ending balance $ 12,527,000 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value [Abstract] | |
Fair Value and Carrying Value of Long-term Debt | At September 30, 2015 and December 31, 2014, the aggregate fair value and the carrying value of the Company’s long-term debt were as follows: September 30, 2015 December 31, 2014 Fair Value Carrying Value Fair Value Carrying Value Long-term debt $ 16,630,000 $ 16,410,000 $ 25,206,000 $ 25,373,000 |
Capital Availability (Details)
Capital Availability (Details) - USD ($) | May. 05, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Oct. 31, 2014 |
Capital Availability [Line Items] | |||||||
Net income (loss) | $ 1,527,000 | $ (9,385,000) | $ (15,981,000) | $ (31,612,000) | |||
Accumulated deficit | $ (354,255,000) | (354,255,000) | $ (338,273,000) | ||||
Net cash used in operating activities | $ (15,946,000) | $ (25,374,000) | |||||
Institutional Investors [Member] | |||||||
Capital Availability [Line Items] | |||||||
Common stock issued, value | $ 22,000,000 | ||||||
Each unit consist of number of common stock and warrant (in shares) | 1 | 1 |
Transactions with Olympus Cor26
Transactions with Olympus Corporation (Details) - USD ($) $ in Millions | Apr. 30, 2015 | Sep. 30, 2015 |
Acquisition of Olympus' Interest in the Joint Venture [Abstract] | ||
Total purchase price | $ 6 | |
Purchase price payment agreement term | 2 years | |
Amendment One to Joint Venture Termination Agreement [Member] | ||
Acquisition of Olympus' Interest in the Joint Venture [Abstract] | ||
Purchase price remaining balance | $ 3.2 | |
Interest rate on the purchase price of remaining balance | 6.00% | |
Purchase price principal amount payable on May 8, 2015 | $ 1 | |
Purchase price principal amount payable on September 30, 2015 | 0.5 | |
Purchase price principal amount payable on December 31, 2015 | 0.5 | |
Purchase price principal amount payable on March 31, 2016 | 0.5 | |
Purchase price principal amount and accrued interest payable on May 8, 2016 | $ 0.7 | |
Acquired Olympus Ownership [Member] | ||
Acquisition of Olympus' Interest in the Joint Venture [Abstract] | ||
Extended purchase price amount in default prior to March 1, 2020 | $ 16 |
Long-term Debt (Details)
Long-term Debt (Details) - USD ($) | May. 29, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 10, 2014 | Jun. 04, 2014 |
Debt Instrument [Line Items] | |||||||
Warrant exercise price (in dollars per share) | $ 2 | $ 2 | $ 1 | $ 3 | |||
Repayment of long term debt | $ 25,032,000 | $ 1,303,000 | |||||
Loss on debt extinguishment | $ 0 | $ 0 | $ 260,000 | $ 0 | |||
LIBOR [Member] | Interest Rate Floor [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Basis variable rate | 1.00% | ||||||
Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Origination date | May 29, 2015 | ||||||
Original loan amount | $ 17,700,000 | ||||||
Interest rate | 8.95% | ||||||
Basis variable rate | 7.95% | ||||||
Maturity date | Jun. 1, 2019 | ||||||
Fees amount associated with loan | $ 1,100,000 | ||||||
Date from which warrants are exercisable | Nov. 30, 2015 | ||||||
Warrants issued to lenders (in shares) | 1,416,618 | ||||||
Warrant exercise price (in dollars per share) | $ 0.69 | ||||||
Warrant expiration date | May 29, 2025 | ||||||
Repayment of long term debt | $ 25,400,000 | ||||||
Term Loan remaining balance at date of Amendment | 23,400,000 | ||||||
Accrued but unpaid interest | 200,000 | ||||||
Final payment fee | 1,800,000 | ||||||
Principal amount of previous loan retired | 3,100,000 | ||||||
Unamortized debt discount | $ 800,000 | ||||||
Effective interest rate | 14.95% | ||||||
Loss on debt extinguishment | $ 300,000 | ||||||
Term Loan [Member] | Final Payment [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Fees amount associated with loan | $ 800,000 |
Revenue Recognition (Details)
Revenue Recognition (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015USD ($)DistributorCustomer | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)DistributorCustomer | Sep. 30, 2014USD ($)Distributor | Dec. 31, 2014Distributor | |
Concentration Risk [Table] | |||||
Revenues | $ 766,000 | $ 518,000 | $ 3,281,000 | $ 2,484,000 | |
Concentration risk percentage | 100.00% | 100.00% | 100.00% | 100.00% | |
Customer Concentration Risk [Member] | Revenue Recognized [Member] | |||||
Concentration Risk [Table] | |||||
Number of distributors | Distributor | 1 | 2 | 5 | ||
Number of customers | Customer | 3 | 3 | |||
Concentration risk percentage | 72.00% | 67.00% | 62.00% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||
Concentration Risk [Table] | |||||
Number of distributors | Distributor | 3 | 3 | |||
Number of customers | Customer | 3 | ||||
Concentration risk percentage | 63.00% | 92.00% | |||
BARDA Contract [Member] | |||||
Research and Development Arrangements [Line Items] | |||||
Revenue recognized | $ 1,700,000 | $ 600,000 | $ 5,000,000 | $ 1,300,000 | |
Americas [Member] | |||||
Concentration Risk [Table] | |||||
Revenues | $ 120,000 | $ 175,000 | $ 597,000 | $ 614,000 | |
Concentration risk percentage | 16.00% | 34.00% | 18.00% | 25.00% | |
Japan [Member] | |||||
Concentration Risk [Table] | |||||
Revenues | $ 451,000 | $ 60,000 | $ 1,408,000 | $ 1,323,000 | |
Concentration risk percentage | 59.00% | 12.00% | 43.00% | 53.00% | |
Europe [Member] | |||||
Concentration Risk [Table] | |||||
Revenues | $ 75,000 | $ 271,000 | $ 491,000 | $ 535,000 | |
Concentration risk percentage | 10.00% | 52.00% | 15.00% | 22.00% | |
Asia Pacific [Member] | |||||
Concentration Risk [Table] | |||||
Revenues | $ 120,000 | $ 12,000 | $ 785,000 | $ 12,000 | |
Concentration risk percentage | 16.00% | 2.00% | 24.00% | 0.00% |
Inventories (Details)
Inventories (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Inventories [Abstract] | ||
Raw materials | $ 1,603,000 | $ 1,715,000 |
Work in process | 1,293,000 | 1,301,000 |
Finished goods | 1,716,000 | 1,813,000 |
Inventory, net | $ 4,612,000 | $ 4,829,000 |
Income (Loss) per Share (Detail
Income (Loss) per Share (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income (Loss) per Share [Abstract] | ||||
Potentially dilutive securities included for the calculating earnings per share (in shares) | 4.2 | |||
Dilutive common shares excluded from the calculations of diluted loss per share (in shares) | 18.7 | 62.9 | 18.7 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Sep. 30, 2015USD ($) |
Recorded Unconditional Purchase Obligation [Line Items] | |
Minimum purchase obligations due within one year | $ 1 |
Pre-clinical Research Study Obligations [Member] | |
Recorded Unconditional Purchase Obligation [Line Items] | |
Purchase obligation | 7.6 |
Purchase obligation, due in next twelve months | 3.7 |
Operating Lease Obligations [Member] | |
Recorded Unconditional Purchase Obligation [Line Items] | |
Contractual obligation | 4.7 |
Contractual Obligation, due in next twelve months | $ 2.2 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | May. 05, 2015 | Oct. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | Aug. 31, 2015 | Aug. 27, 2015 | May. 31, 2015 | Dec. 31, 2014 | Sep. 10, 2014 | Jun. 04, 2014 |
Liabilities [Abstract] | ||||||||||||
Warrant liability | $ 9,793,000 | $ 9,793,000 | $ 12,527,000 | $ 9,793,000 | ||||||||
Warrant Liability [Abstract] | ||||||||||||
Warrant exercise price (in dollars per share) | $ 2 | $ 1 | $ 3 | |||||||||
Period exercisable from the date of issuance | 6 months | 6 months 1 day | ||||||||||
Change in Level 3 warrant liability [Roll Forward] | ||||||||||||
Beginning balance | 9,793,000 | |||||||||||
Issuance of warrants | 15,979,000 | |||||||||||
Exercised warrants | (8,257,000) | |||||||||||
Change in fair value | (4,988,000) | |||||||||||
Ending balance | 12,527,000 | 9,793,000 | ||||||||||
Warrants [Member] | ||||||||||||
Liabilities [Abstract] | ||||||||||||
Warrant liability | 10,000,000 | 10,000,000 | ||||||||||
Change in Level 3 warrant liability [Roll Forward] | ||||||||||||
Ending balance | 10,000,000 | |||||||||||
October 2014 Warrants [Member] | ||||||||||||
Liabilities [Abstract] | ||||||||||||
Warrant liability | $ 4,400,000 | $ 9,800,000 | $ 4,400,000 | $ 9,800,000 | ||||||||
Warrant Liability [Abstract] | ||||||||||||
Warrant exercise price (in dollars per share) | $ 0.5771 | |||||||||||
Period exercisable from the date of issuance | 6 months | |||||||||||
Expiration term of warrant | 5 years | |||||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | ||||||||||||
Expected term | 4 years 6 months | 5 years 3 months 18 days | ||||||||||
Common stock market price (in dollars per share) | 0.34 | $ 0.49 | ||||||||||
Risk-free interest rate | 1.37% | 1.65% | ||||||||||
Expected volatility | 90.00% | |||||||||||
Resulting fair value (in dollars per share) | $ 0.25 | 0.38 | ||||||||||
Change in Level 3 warrant liability [Roll Forward] | ||||||||||||
Beginning balance | $ 9,800,000 | |||||||||||
Ending balance | $ 4,400,000 | $ 9,800,000 | ||||||||||
October 2014 Warrants [Member] | Maximum [Member] | ||||||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | ||||||||||||
Expected volatility | 120.00% | |||||||||||
October 2014 Warrants [Member] | Minimum [Member] | ||||||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | ||||||||||||
Expected volatility | 90.00% | |||||||||||
May 2015 Warrants [Member] | ||||||||||||
Liabilities [Abstract] | ||||||||||||
Warrant liability | $ 6,300,000 | $ 6,300,000 | $ 14,300,000 | |||||||||
Warrant Liability [Abstract] | ||||||||||||
Warrant exercise price (in dollars per share) | $ 1.02 | $ 1.02 | $ 0.3263 | |||||||||
Period exercisable from the date of issuance | 6 months 1 day | 6 months 1 day | ||||||||||
Expiration term of warrant | 5 years | |||||||||||
Common stock issued, value | $ 25,000,000 | |||||||||||
Number of common stock within each unit (in shares) | 1 | |||||||||||
Number of warrants within each unit (in shares) | 1 | |||||||||||
Number of warrants to purchase common stock (in shares) | 1 | |||||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | ||||||||||||
Expected term | 5 years 1 month 6 days | 0 years | ||||||||||
Common stock market price (in dollars per share) | $ 0.34 | 0 | ||||||||||
Risk-free interest rate | 1.37% | 0.00% | ||||||||||
Expected volatility | 0.00% | |||||||||||
Resulting fair value (in dollars per share) | $ 0.25 | 0 | ||||||||||
Change in Level 3 warrant liability [Roll Forward] | ||||||||||||
Ending balance | $ 6,300,000 | |||||||||||
May 2015 Warrants [Member] | Maximum [Member] | ||||||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | ||||||||||||
Expected volatility | 120.00% | |||||||||||
May 2015 Warrants [Member] | Minimum [Member] | ||||||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | ||||||||||||
Expected volatility | 90.00% | |||||||||||
August 2015 Warrants [Member] | ||||||||||||
Liabilities [Abstract] | ||||||||||||
Warrant liability | $ 1,900,000 | $ 1,900,000 | $ 1,600,000 | |||||||||
Warrant Liability [Abstract] | ||||||||||||
Warrant exercise price (in dollars per share) | $ 0.401 | $ 0.407 | ||||||||||
Expiration term of warrant | 5 years | |||||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | ||||||||||||
Expected term | 4 years 10 months 28 days | 0 years | ||||||||||
Common stock market price (in dollars per share) | 0.34 | 0 | ||||||||||
Risk-free interest rate | 1.37% | 0.00% | ||||||||||
Expected volatility | 0.00% | |||||||||||
Resulting fair value (in dollars per share) | $ 0.25 | $ 0 | ||||||||||
Change in Level 3 warrant liability [Roll Forward] | ||||||||||||
Ending balance | $ 1,900,000 | |||||||||||
August 2015 Warrants [Member] | Maximum [Member] | ||||||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | ||||||||||||
Expected volatility | 120.00% | |||||||||||
August 2015 Warrants [Member] | Minimum [Member] | ||||||||||||
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | ||||||||||||
Expected volatility | 90.00% | |||||||||||
Fair Value, Measurements, Recurring [Member] | ||||||||||||
Assets [Abstract] | ||||||||||||
Cash equivalents | $ 8,144,000 | |||||||||||
Liabilities [Abstract] | ||||||||||||
Warrant liability | $ 9,793,000 | $ 9,793,000 | $ 12,527,000 | 9,793,000 | ||||||||
Change in Level 3 warrant liability [Roll Forward] | ||||||||||||
Beginning balance | 9,793,000 | |||||||||||
Ending balance | 12,527,000 | 9,793,000 | ||||||||||
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||||||||||||
Assets [Abstract] | ||||||||||||
Cash equivalents | 8,144,000 | |||||||||||
Liabilities [Abstract] | ||||||||||||
Warrant liability | 0 | 0 | 0 | 0 | ||||||||
Change in Level 3 warrant liability [Roll Forward] | ||||||||||||
Beginning balance | 0 | |||||||||||
Ending balance | 0 | 0 | ||||||||||
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||||||||||||
Assets [Abstract] | ||||||||||||
Cash equivalents | 0 | |||||||||||
Liabilities [Abstract] | ||||||||||||
Warrant liability | 0 | 0 | 0 | 0 | ||||||||
Change in Level 3 warrant liability [Roll Forward] | ||||||||||||
Beginning balance | 0 | |||||||||||
Ending balance | 0 | 0 | ||||||||||
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||||||||||||
Assets [Abstract] | ||||||||||||
Cash equivalents | 0 | |||||||||||
Liabilities [Abstract] | ||||||||||||
Warrant liability | 9,793,000 | 9,793,000 | $ 12,527,000 | $ 9,793,000 | ||||||||
Change in Level 3 warrant liability [Roll Forward] | ||||||||||||
Beginning balance | 9,793,000 | |||||||||||
Ending balance | $ 12,527,000 | $ 9,793,000 |
Fair Value (Details)
Fair Value (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 16,630,000 | $ 25,206,000 |
Carrying Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | 16,410,000 | 25,373,000 |
Debt discount | $ 2,400,000 | $ 1,500,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | Aug. 27, 2015USD ($)$ / sharesshares | May. 05, 2015USD ($)$ / sharesshares | Apr. 30, 2015USD ($)shares | Oct. 31, 2014$ / sharesshares | Sep. 30, 2014USD ($)WarrantHolder$ / sharesshares | Jun. 30, 2015USD ($)shares | Jun. 30, 2015USD ($)shares | Sep. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | May. 31, 2015$ / shares | Mar. 31, 2015USD ($) | Sep. 10, 2014$ / shares | Jun. 04, 2014$ / shares | May. 31, 2014$ / shares |
Preferred Stock [Abstract] | ||||||||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | |||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||||
Common Stock [Abstract] | ||||||||||||||
Common Stock, Shares Authorized | 290,000,000 | 290,000,000 | ||||||||||||
Period exercisable from the date of issuance | 6 months | 6 months 1 day | ||||||||||||
Number of warrant holders | WarrantHolder | 13 | |||||||||||||
Number of shares called by warrants (in shares) | 4,000,000 | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2 | $ 1 | $ 3 | |||||||||||
Period in which warrants will expire | 5 years | |||||||||||||
Warrants with reduced exercise price (in shares) | 3,400,000 | |||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.52 | |||||||||||||
Percentage of shares equal to purchase of warrants | 100.00% | |||||||||||||
Proceeds from exercise of warrants | $ | $ 4,000 | |||||||||||||
Warrants [Member] | ||||||||||||||
Common Stock [Abstract] | ||||||||||||||
Warrants exercised (in shares) | 3,400,000 | |||||||||||||
October 2014 Warrants [Member] | ||||||||||||||
Common Stock [Abstract] | ||||||||||||||
Common stock at purchase price (in dollars per unit) | $ / shares | $ 0.34 | 0.49 | ||||||||||||
Period exercisable from the date of issuance | 6 months | |||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.5771 | |||||||||||||
Proceeds from exercise of warrants | $ | $ 4,900 | |||||||||||||
Warrants exercised (in shares) | 8,500,000 | |||||||||||||
Number of warrants outstanding (in shares) | 17,500,000 | |||||||||||||
May 2015 Warrants [Member] | ||||||||||||||
Common Stock [Abstract] | ||||||||||||||
Common stock at purchase price (in dollars per unit) | $ / shares | $ 0.34 | 0 | ||||||||||||
Period exercisable from the date of issuance | 6 months 1 day | 6 months 1 day | ||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 1.02 | $ 1.02 | $ 0.3263 | |||||||||||
Period in which warrants will expire | 5 years | |||||||||||||
Number of common stock and warrant available in each unit of subscription agreement (in shares) | 1 | |||||||||||||
Common stock issued, value | $ | $ 25,000 | |||||||||||||
Each unit consist of number of common stock and warrant (in shares) | 1 | |||||||||||||
August 2015 Warrants [Member] | ||||||||||||||
Common Stock [Abstract] | ||||||||||||||
Common stock at purchase price (in dollars per unit) | $ / shares | $ 0.34 | $ 0 | ||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.407 | $ 0.401 | ||||||||||||
Period in which warrants will expire | 5 years | |||||||||||||
Institutional Investors [Member] | ||||||||||||||
Common Stock [Abstract] | ||||||||||||||
Common stock issued (in shares) | 7,499,993 | 13,500 | ||||||||||||
Common Stock, Shares Authorized | 14,999,993 | |||||||||||||
Sale of stock, price per share (in dollars per share) | $ / shares | $ 1,000 | |||||||||||||
Period in which warrants will expire | 5 years | |||||||||||||
Number of common stock and warrant available in each unit of subscription agreement (in shares) | 1 | 1 | ||||||||||||
Common stock issued, value | $ | $ 22,000 | |||||||||||||
Each unit consist of number of common stock and warrant (in shares) | 1 | 1 | ||||||||||||
Institutional Investors [Member] | May 2015 Warrants [Member] | ||||||||||||||
Common Stock [Abstract] | ||||||||||||||
Proceeds from private placement of stock | $ | $ 17,700 | |||||||||||||
Common stock at purchase price (in dollars per unit) | $ / shares | $ 0.77 | |||||||||||||
Number of common stock and warrant available in each unit of subscription agreement (in shares) | 1 | |||||||||||||
Common stock issued, value | $ | $ 25,000 | |||||||||||||
Each unit consist of number of common stock and warrant (in shares) | 1 | |||||||||||||
Institutional Investors [Member] | August 2015 Warrants [Member] | ||||||||||||||
Common Stock [Abstract] | ||||||||||||||
Proceeds from private placement of stock | $ | $ 2,200 | |||||||||||||
Common stock at purchase price (in dollars per unit) | $ / shares | $ 0.3263 | |||||||||||||
Cowen and Company, LLC [Member] | ||||||||||||||
Common Stock [Abstract] | ||||||||||||||
Proceeds from private placement of stock | $ | $ 7,200 | |||||||||||||
Common stock issued (in shares) | 5,800,000 | |||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | |||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||
Preferred Stock [Abstract] | ||||||||||||||
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 | ||||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 5,311 | ||||||||||||
Preferred stock, shares issued (in shares) | 13,500 | 13,500 | ||||||||||||
Convertible preferred stock | 3.60% | 3.60% | ||||||||||||
Common Stock [Abstract] | ||||||||||||||
Cashless exercise of warrants | $ | $ 1,800 | |||||||||||||
Proceeds from exercise of warrants | $ | $ 100 | |||||||||||||
Series A Preferred Stock [Member] | Dividend Declared [Member] | ||||||||||||||
Common Stock [Abstract] | ||||||||||||||
Dividends Payable | $ | $ 70 | |||||||||||||
Series A Preferred Stock [Member] | Dividend Paid [Member] | ||||||||||||||
Common Stock [Abstract] | ||||||||||||||
Dividends Payable | $ | $ 1,200 | $ 700 | ||||||||||||
Warrants [Member] | ||||||||||||||
Common Stock [Abstract] | ||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.5771 | $ 0.3267 |