Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 24, 2014 | Jun. 30, 2013 | |
Document and Entity Information [Abstarct] | ' | ' | ' |
Entity Registrant Name | 'Cyclacel Pharmaceuticals, Inc. | ' | ' |
Entity Central Index Key | '0001130166 | ' | ' |
Trading Symbol | 'cycc | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 19,819,332 | ' |
Entity Public Float | ' | ' | $51,061,987 |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $31,146 | $16,412 |
Prepaid expenses and other current assets | 3,388 | 1,599 |
Current assets of discontinued operations | 639 | 861 |
Total current assets | 35,173 | 18,872 |
Property, plant and equipment (net) | 275 | 129 |
Long-term assets of discontinued operations | 72 | 353 |
Total assets | 35,520 | 19,354 |
Current liabilities: | ' | ' |
Accounts payable | 2,545 | 2,259 |
Accrued and other current liabilities | 4,672 | 5,601 |
Economic Rights measured at fair value | ' | 1,120 |
Other liabilities measured at fair value | 20 | 20 |
Current liabilities of discontinued operations | 260 | 335 |
Total current liabilities | 7,497 | 9,335 |
Total liabilities | 7,497 | 9,335 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.001 par value; 5,000,000 shares authorized at December 31, 2012 and 2013; 1,213,142 and 335,273 shares issued and outstanding at December 31, 2012 and 2013. Aggregate preference in liquidation of $14,436,390 and $3,989,749 at December 31, 2012 and 2013, respectively. | ' | 1 |
Common stock, $0.001 par value; 100,000,000 shares authorized at December 31, 2012 and 2013; 8,686,484 and 19,369,332 shares issued and outstanding at December 31, 2012 and 2013, respectively. | 19 | 9 |
Additional paid-in capital | 317,543 | 280,211 |
Accumulated other comprehensive income (loss) | -109 | 48 |
Deficit accumulated during the development stage | -289,430 | -270,250 |
Total stockholders' equity | 28,023 | 10,019 |
Total liabilities and stockholders' equity | $35,520 | $19,354 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
CONSOLIDATED BALANCE SHEETS | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 335,273 | 1,213,142 |
Preferred stock, shares outstanding | 335,273 | 1,213,142 |
Preferred stock, liquidation preference value (in dollars) | $3,989,749 | $14,436,390 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 19,369,332 | 8,686,484 |
Common stock, shares outstanding | 19,369,332 | 8,686,484 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | 209 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 |
Revenues: | ' | ' | ' | ' |
Collaboration and research and development revenue | ' | ' | ' | $3,100 |
Grant revenue | 1,084 | 69 | ' | 4,801 |
Total revenues | 1,084 | 69 | ' | 7,901 |
Operating expenses: | ' | ' | ' | ' |
Research and development | 11,277 | 6,592 | 9,206 | 203,668 |
General and administrative | 7,781 | 8,580 | 6,542 | 97,192 |
Goodwill and intangibles impairment | ' | ' | ' | 2,747 |
Other restructuring costs | ' | ' | ' | 2,634 |
Total operating expenses | 19,058 | 15,172 | 15,748 | 306,241 |
Operating loss | -17,974 | -15,103 | -15,748 | -298,340 |
Other income (expense): | ' | ' | ' | ' |
Costs associated with aborted 2004 IPO | ' | ' | ' | -3,550 |
Payment under guarantee | ' | ' | ' | -1,652 |
Non-cash consideration associated with stock purchase agreement | -98 | -423 | ' | -521 |
Change in valuation of Economic Rights | 570 | -23 | ' | 547 |
Change in valuation of liabilities measured at fair value | ' | 51 | 609 | 6,378 |
Foreign exchange (losses) gains | 62 | 292 | -74 | -3,943 |
Interest income | 13 | 22 | 45 | 13,760 |
Interest expense | ' | ' | ' | -4,567 |
Other income (expense), net | 5,547 | 77 | ' | 5,624 |
Total other income (expense), net | 6,094 | -4 | 580 | 12,076 |
Loss from continuing operations before taxes | -11,880 | -15,107 | -15,168 | -286,264 |
Income tax benefit | 1,670 | 1,351 | 565 | 21,465 |
Net loss from continuing operations | -10,210 | -13,756 | -14,603 | -264,799 |
Discontinued operations: | ' | ' | ' | ' |
(Loss) income from discontinued operations | 91 | 907 | -640 | -11,718 |
Income tax on discontinued operations | -34 | -337 | ' | -371 |
Net (loss) income from discontinued operations | 57 | 570 | -640 | -12,089 |
Net loss | -10,153 | -13,186 | -15,243 | -276,888 |
Dividend on preferred ordinary shares | ' | ' | ' | -38,123 |
Deemed dividend on convertible exchangeable preferred shares | -9,027 | ' | ' | -12,542 |
Dividend on convertible exchangeable preferred shares | -298 | -728 | -728 | -4,683 |
Net loss applicable to common shareholders | ($19,478) | ($13,914) | ($15,971) | ($332,236) |
Net loss per share, continuing operations - basic and diluted (in dollars per share) | ($1.29) | ($1.75) | ($2.13) | ' |
Net (loss) income per share, discontinued operations - basic and diluted (in dollars per share) | $0 | $0.07 | ($0.09) | ' |
Net loss per share - basic and diluted (in dollars per share) | ($1.28) | ($1.68) | ($2.22) | ' |
Weighted average common shares outstanding (in shares) | 15,158,225 | 8,291,802 | 7,185,877 | ' |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) | 9 Months Ended | 12 Months Ended | 209 Months Ended | ||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2003 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2006 | Dec. 31, 2005 | Dec. 31, 2004 | Mar. 31, 2003 | Mar. 31, 2002 | Mar. 31, 2001 | Mar. 31, 2000 | Mar. 31, 1999 | Dec. 31, 2013 |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss from continuing operations | ' | ($10,210) | ($13,756) | ($14,603) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($264,799) |
(Loss) income from discontinued operations, net of tax | ' | 57 | 570 | -640 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -12,089 |
Net loss | -14,977 | -10,153 | -13,186 | -15,243 | -16,021 | -19,570 | -40,386 | -24,053 | -29,258 | -18,048 | -22,742 | -15,542 | -14,853 | -10,382 | -5,686 | -3,964 | -276,888 |
Translation adjustment | -1,343 | -2,908 | -4,559 | 648 | 2,084 | -5,589 | 14,918 | -93 | 416 | -1,786 | 2,424 | -1,846 | 191 | -466 | -194 | 11 | -2,193 |
Unrealized foreign exchange (loss) gain on intercompany loans | ' | 2,751 | 4,550 | -622 | -2,073 | 5,651 | -12,330 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,084 |
Comprehensive loss | ($16,320) | ($10,310) | ($13,195) | ($15,217) | ($16,010) | ($19,508) | ($37,798) | ($24,146) | ($28,842) | ($19,834) | ($20,318) | ($17,388) | ($14,662) | ($10,848) | ($5,880) | ($3,953) | ($276,997) |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Preferred Stock | Common stock | Additional paid-in capital | Accumulated other comprehensive income/(loss) | Deferred compensation | Deficit accumulated during development stage | Total |
Balance at Aug. 13, 1996 | ' | ' | ' | ' | ' | ' | ' |
Balance (in shares) at Aug. 13, 1996 | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' |
Issue of common stock for cash in an underwritten public offering, net of expenses | ' | ' | 1,000 | ' | ' | ' | 1,000 |
Translation adjustment | ' | ' | ' | -4,000 | ' | ' | -4,000 |
Loss for the year | ' | ' | ' | ' | ' | -290,000 | -290,000 |
Balance at Mar. 31, 1997 | ' | ' | 1,000 | -4,000 | ' | -290,000 | -293,000 |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' |
Issue of common stock for cash in an underwritten public offering, net of expenses | ' | ' | 4,217,000 | ' | ' | ' | 4,217,000 |
Issue of common stock for cash in an underwritten public offering, net of expenses (in shares) | ' | 38,111 | ' | ' | ' | ' | ' |
Issue of shares for IP rights agreement, research & development agreement and license agreement | ' | ' | 262,000 | ' | ' | ' | 262,000 |
Stock-based compensation | ' | ' | 2,002,000 | ' | -2,002,000 | ' | ' |
Amortization of deferred stock-based compensation | ' | ' | ' | ' | 302,000 | ' | 302,000 |
Translation adjustment | ' | ' | ' | 55,000 | ' | ' | 55,000 |
Loss for the year | ' | ' | ' | ' | ' | -2,534,000 | -2,534,000 |
Balance at Mar. 31, 1998 | ' | ' | 6,482,000 | 51,000 | -1,700,000 | -2,824,000 | 2,009,000 |
Balance (in shares) at Mar. 31, 1998 | ' | 38,111 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' |
Amortization of deferred stock-based compensation | ' | ' | ' | ' | 406,000 | ' | 406,000 |
Translation adjustment | ' | ' | ' | 11,000 | ' | ' | 11,000 |
Loss for the year | ' | ' | ' | ' | ' | -3,964,000 | -3,964,000 |
Balance at Mar. 31, 1999 | ' | ' | 6,482,000 | 62,000 | -1,294,000 | -6,788,000 | -1,538,000 |
Balance (in shares) at Mar. 31, 1999 | ' | 38,111 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' |
Issue of common stock for cash in an underwritten public offering, net of expenses | ' | ' | 12,717,000 | ' | ' | ' | 12,717,000 |
Issue of common stock for cash in an underwritten public offering, net of expenses (in shares) | ' | 76,984 | ' | ' | ' | ' | ' |
Issue of shares on conversion of bridging loan and Loan Note Instrument | ' | ' | 1,638,000 | ' | ' | ' | 1,638,000 |
Issue of shares on conversion of bridging loan and Loan Note Instrument (in shares) | ' | 12,943 | ' | ' | ' | ' | ' |
Issue of shares in lieu of cash bonus | ' | ' | 164,000 | ' | ' | ' | 164,000 |
Issue of shares in lieu of cash bonus (in shares) | ' | 1,294 | ' | ' | ' | ' | ' |
Issue of shares for IP rights agreement, research & development agreement and license agreement | ' | ' | 409,000 | ' | ' | ' | 409,000 |
Issue of common stock upon exercise of stock options | ' | ' | 40,000 | ' | ' | ' | 40,000 |
Issue of common stock upon exercise of stock options (in shares) | ' | 324 | ' | ' | ' | ' | ' |
Stock-based compensation | ' | ' | 167,000 | ' | -167,000 | ' | ' |
Amortization of deferred stock-based compensation | ' | ' | ' | ' | 433,000 | ' | 433,000 |
Translation adjustment | ' | ' | ' | -194,000 | ' | ' | -194,000 |
Loss for the year | ' | ' | ' | ' | ' | -5,686,000 | -5,686,000 |
Balance at Mar. 31, 2000 | ' | ' | 21,617,000 | -132,000 | -1,028,000 | -12,474,000 | 7,983,000 |
Balance (in shares) at Mar. 31, 2000 | ' | 129,656 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation | ' | ' | 294,000 | ' | -294,000 | ' | ' |
Amortization of deferred stock-based compensation | ' | ' | ' | ' | 275,000 | ' | 275,000 |
Translation adjustment | ' | ' | ' | -466,000 | ' | ' | -466,000 |
Loss for the year | ' | ' | ' | ' | ' | -10,382,000 | -10,382,000 |
Balance at Mar. 31, 2001 | ' | ' | 21,911,000 | -598,000 | -1,047,000 | -22,856,000 | -2,590,000 |
Balance (in shares) at Mar. 31, 2001 | ' | 129,656 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' |
Issue of common stock for cash in an underwritten public offering, net of expenses (in shares) | ' | 779 | ' | ' | ' | ' | ' |
Issue of warrants in connection with registered direct offering | ' | ' | 1,215,000 | ' | ' | ' | 1,215,000 |
Issue of shares for IP rights agreement, research & development agreement and license agreement | ' | ' | 183,000 | ' | ' | ' | 183,000 |
Issue of shares for IP rights agreement, research & development agreement and license agreement (in shares) | ' | 644 | ' | ' | ' | ' | ' |
Issue of common stock upon exercise of stock options | ' | ' | 106,000 | ' | ' | ' | 106,000 |
Stock-based compensation | ' | ' | 363,000 | ' | -363,000 | ' | ' |
Amortization of deferred stock-based compensation | ' | ' | ' | ' | 672,000 | ' | 672,000 |
Translation adjustment | ' | ' | ' | 191,000 | ' | ' | 191,000 |
Loss for the year | ' | ' | ' | ' | ' | -14,853,000 | -14,853,000 |
Balance at Mar. 31, 2002 | ' | ' | 23,778,000 | -407,000 | -738,000 | -37,709,000 | -15,076,000 |
Balance (in shares) at Mar. 31, 2002 | ' | 131,079 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' |
Issue of common stock upon exercise of stock options | ' | ' | 12,000 | ' | ' | ' | 12,000 |
Stock-based compensation | ' | ' | -84,000 | ' | 84,000 | ' | ' |
Amortization of deferred stock-based compensation | ' | ' | ' | ' | 305,000 | ' | 305,000 |
Translation adjustment | ' | ' | ' | -1,846,000 | ' | ' | -1,846,000 |
Loss for the year | ' | ' | ' | ' | ' | -15,542,000 | -15,542,000 |
Balance at Mar. 31, 2003 | ' | ' | 23,706,000 | -2,253,000 | -349,000 | -53,251,000 | -32,147,000 |
Balance (in shares) at Mar. 31, 2003 | ' | 131,079 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' |
Issue of common stock for cash in an underwritten public offering, net of expenses | ' | ' | 27,635,000 | ' | ' | ' | 27,635,000 |
Issue of common stock for cash in an underwritten public offering, net of expenses (in shares) | ' | 215,755 | ' | ' | ' | ' | ' |
Preferred stock conversion | ' | 1,000 | 58,147,000 | ' | ' | ' | 58,148,000 |
Preferred stock conversion (in shares) | ' | 538,449 | ' | ' | ' | ' | ' |
Issue of common stock upon exercise of stock options | ' | ' | 115,000 | ' | ' | ' | 115,000 |
Issue of common stock upon exercise of stock options (in shares) | ' | 936 | ' | ' | ' | ' | ' |
Amortization of deferred stock-based compensation | ' | ' | ' | ' | 217,000 | ' | 217,000 |
Translation adjustment | ' | ' | ' | -1,343,000 | ' | ' | -1,343,000 |
Loss for the year | ' | ' | ' | ' | ' | -14,977,000 | -14,977,000 |
Balance at Dec. 31, 2003 | ' | 1,000 | 109,603,000 | -3,596,000 | -132,000 | -68,228,000 | 37,648,000 |
Balance (in shares) at Dec. 31, 2003 | ' | 886,219 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' |
Issue of common stock for cash in an underwritten public offering, net of expenses | ' | ' | 8,541,000 | ' | ' | ' | 8,541,000 |
Issue of common stock for cash in an underwritten public offering, net of expenses (in shares) | ' | 61,510 | ' | ' | ' | ' | ' |
Warrant exercise (in shares) | ' | 3,233 | ' | ' | ' | ' | ' |
Stock-based compensation | ' | ' | -2,050,000 | ' | 132,000 | ' | -1,918,000 |
Translation adjustment | ' | ' | ' | 2,424,000 | ' | ' | 2,424,000 |
Loss for the year | ' | ' | ' | ' | ' | -22,742,000 | -22,742,000 |
Balance at Dec. 31, 2004 | ' | 1,000 | 116,094,000 | -1,172,000 | ' | -90,970,000 | 23,953,000 |
Balance (in shares) at Dec. 31, 2004 | ' | 950,962 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' |
Translation adjustment | ' | ' | ' | -1,786,000 | ' | ' | -1,786,000 |
Loss for the year | ' | ' | ' | ' | ' | -18,048,000 | -18,048,000 |
Balance at Dec. 31, 2005 | ' | 1,000 | 116,094,000 | -2,958,000 | ' | -109,018,000 | 4,119,000 |
Balance (in shares) at Dec. 31, 2005 | ' | 950,962 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' |
Issue of common stock to certain directors and officers upon exercise of stock options, stock-based awards exercised, restricted stock units and restricted stock (in shares) | ' | 92,630 | ' | ' | ' | ' | ' |
Issue of shares on conversion of bridging loan and Loan Note Instrument (in shares) | ' | 65,187 | ' | ' | ' | ' | ' |
Reverse Acquisition | 2,000 | ' | 16,253,000 | ' | ' | ' | 16,255,000 |
Reverse Acquisition (in shares) | 2,046,813 | 281,133 | ' | ' | ' | ' | ' |
Loan from Cyclacel Group plc waived | ' | ' | 10,420,000 | ' | ' | ' | 10,420,000 |
Issue of common stock and warrants for cash | ' | 1,000 | 42,361,000 | ' | ' | ' | 42,362,000 |
Issue of common stock and warrants for cash (in shares) | ' | 918,367 | ' | ' | ' | ' | ' |
Stock-based compensation | ' | ' | 9,600,000 | ' | ' | ' | 9,600,000 |
Change in unrealized loss on investment | ' | ' | ' | 5,000 | ' | ' | 5,000 |
Translation adjustment | ' | ' | ' | 416,000 | ' | ' | 416,000 |
Loss for the year | ' | ' | ' | ' | ' | -29,258,000 | -29,258,000 |
Balance at Dec. 31, 2006 | 2,000 | 2,000 | 194,728,000 | -2,537,000 | ' | -138,276,000 | 53,919,000 |
Balance (in shares) at Dec. 31, 2006 | 2,046,813 | 2,308,279 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' |
Issue of common stock for cash in an underwritten public offering, net of expenses | ' | 1,000 | 33,356,000 | ' | ' | ' | 33,357,000 |
Issue of common stock for cash in an underwritten public offering, net of expenses (in shares) | ' | 607,095 | ' | ' | ' | ' | ' |
Issue of warrants in connection with registered direct offering | ' | ' | -6,750,000 | ' | ' | ' | -6,750,000 |
Issue of common stock upon exercise of stock options | ' | ' | 163,000 | ' | ' | ' | 163,000 |
Issue of common stock upon exercise of stock options (in shares) | ' | 3,644 | ' | ' | ' | ' | ' |
Stock-based compensation | ' | ' | 1,733,000 | ' | ' | ' | 1,733,000 |
Preferred stock dividends declared | ' | ' | -307,000 | ' | ' | ' | -307,000 |
Translation adjustment | ' | ' | ' | -93,000 | ' | ' | -93,000 |
Loss for the year | ' | ' | ' | ' | ' | -24,053,000 | -24,053,000 |
Comprehensive loss for the year | ' | ' | ' | ' | ' | ' | -24,146,000 |
Balance at Dec. 31, 2007 | 2,000 | 3,000 | 222,923,000 | -2,630,000 | ' | -162,329,000 | 57,969,000 |
Balance (in shares) at Dec. 31, 2007 | 2,046,813 | 2,919,018 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation | ' | ' | 1,698,000 | ' | ' | ' | 1,698,000 |
Preferred stock dividends declared | ' | ' | -1,227,000 | ' | ' | ' | -1,227,000 |
Unrealized foreign exchange on intercompany loans | ' | ' | ' | -12,330,000 | ' | ' | -12,330,000 |
Translation adjustment | ' | ' | ' | 14,918,000 | ' | ' | 14,918,000 |
Loss for the year | ' | ' | ' | ' | ' | -40,386,000 | -40,386,000 |
Balance at Dec. 31, 2008 | 2,000 | 3,000 | 223,394,000 | -42,000 | ' | -202,715,000 | 20,642,000 |
Balance (in shares) at Dec. 31, 2008 | 2,046,813 | 2,919,018 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' |
Warrant re-pricing | ' | ' | 44,000 | ' | ' | ' | 44,000 |
Issue of common stock for cash in an underwritten public offering, net of expenses | ' | 1,000 | 2,846,000 | ' | ' | ' | 2,847,000 |
Issue of common stock for cash in an underwritten public offering, net of expenses (in shares) | ' | 571,429 | ' | ' | ' | ' | ' |
Issue of common stock upon draw down of Committed Equity Finance Facility | ' | ' | 1,030,000 | ' | ' | ' | 1,030,000 |
Issue of common stock upon draw down of Committed Equity Finance Facility (in shares) | ' | 179,289 | ' | ' | ' | ' | ' |
Issue of common stock to certain directors and officers upon exercise of stock options, stock-based awards exercised, restricted stock units and restricted stock | ' | ' | 7,000 | ' | ' | ' | 7,000 |
Issue of common stock to certain directors and officers upon exercise of stock options, stock-based awards exercised, restricted stock units and restricted stock (in shares) | ' | 7,887 | ' | ' | ' | ' | ' |
Stock-based compensation | ' | ' | 810,000 | ' | ' | ' | 810,000 |
Unrealized foreign exchange on intercompany loans | ' | ' | ' | 5,651,000 | ' | ' | 5,651,000 |
Translation adjustment | ' | ' | ' | -5,589,000 | ' | ' | -5,589,000 |
Loss for the year | ' | ' | ' | ' | ' | -19,570,000 | -19,570,000 |
Balance at Dec. 31, 2009 | 2,000 | 4,000 | 228,131,000 | 20,000 | ' | -222,285,000 | 5,872,000 |
Balance (in shares) at Dec. 31, 2009 | 2,046,813 | 3,677,623 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' |
Issue of common stock for cash in an underwritten public offering, net of expenses | ' | 1,000 | 11,896,000 | ' | ' | ' | 11,897,000 |
Issue of common stock for cash in an underwritten public offering, net of expenses (in shares) | ' | 742,857 | ' | ' | ' | ' | ' |
Issue of common stock upon draw down of Committed Equity Finance Facility | ' | ' | 4,863,000 | ' | ' | ' | 4,863,000 |
Issue of common stock upon draw down of Committed Equity Finance Facility (in shares) | ' | 402,704 | ' | ' | ' | ' | ' |
Warrant exercise | ' | ' | 2,499,000 | ' | ' | ' | 2,499,000 |
Warrant exercise (in shares) | ' | 374,038 | ' | ' | ' | ' | ' |
Issue of common stock on private placement, net of expenses | ' | 1,000 | 13,979,000 | ' | ' | ' | 13,980,000 |
Issue of common stock on private placement, net of expenses (in shares) | ' | 1,189,028 | ' | ' | ' | ' | ' |
Issue of common stock to certain directors and officers upon exercise of stock options, stock-based awards exercised, restricted stock units and restricted stock | ' | ' | 77,000 | ' | ' | ' | 77,000 |
Issue of common stock to certain directors and officers upon exercise of stock options, stock-based awards exercised, restricted stock units and restricted stock (in shares) | ' | 29,367 | ' | ' | ' | ' | ' |
Preferred stock conversion | -1,000 | ' | 3,516,000 | ' | ' | -3,515,000 | ' |
Preferred stock conversion (in shares) | -833,671 | 236,514 | ' | ' | ' | ' | ' |
Stock-based compensation | ' | ' | 1,746,000 | ' | ' | ' | 1,746,000 |
Unrealized foreign exchange on intercompany loans | ' | ' | ' | -2,073,000 | ' | ' | -2,073,000 |
Translation adjustment | ' | ' | ' | 2,084,000 | ' | ' | 2,084,000 |
Loss for the year | ' | ' | ' | ' | ' | -16,021,000 | -16,021,000 |
Balance at Dec. 31, 2010 | 1,000 | 7,000 | 266,706,000 | 31,000 | ' | -241,821,000 | 24,924,000 |
Balance (in shares) at Dec. 31, 2010 | 1,213,142 | 6,652,131 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' |
Issue of common stock for cash in an underwritten public offering, net of expenses | ' | 1,000 | 9,271,000 | ' | ' | ' | 9,272,000 |
Issue of common stock for cash in an underwritten public offering, net of expenses (in shares) | ' | 1,088,235 | ' | ' | ' | ' | ' |
Issue of common stock to certain directors and officers upon exercise of stock options, stock-based awards exercised, restricted stock units and restricted stock | ' | ' | 3,000 | ' | ' | ' | 3,000 |
Issue of common stock to certain directors and officers upon exercise of stock options, stock-based awards exercised, restricted stock units and restricted stock (in shares) | ' | 5,414 | ' | ' | ' | ' | ' |
Issue of common stock upon exercise of stock options | ' | ' | ' | ' | ' | ' | 3,000 |
Issue of common stock upon exercise of stock options (in shares) | ' | ' | ' | ' | ' | ' | 948 |
Stock-based compensation | ' | ' | 882,000 | ' | ' | ' | 882,000 |
Preferred stock dividends declared | ' | ' | -364,000 | ' | ' | ' | -364,000 |
Unrealized foreign exchange on intercompany loans | ' | ' | ' | -622,000 | ' | ' | -622,000 |
Translation adjustment | ' | ' | ' | 648,000 | ' | ' | 648,000 |
Loss for the year | ' | ' | ' | ' | ' | -15,243,000 | -15,243,000 |
Balance at Dec. 31, 2011 | 1,000 | 8,000 | 276,498,000 | 57,000 | ' | -257,064,000 | 19,500,000 |
Balance (in shares) at Dec. 31, 2011 | 1,213,142 | 7,745,780 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' |
Issue of common stock on private placement, net of expenses | ' | 1,000 | 1,821,000 | ' | ' | ' | 1,822,000 |
Issue of common stock on private placement, net of expenses (in shares) | ' | 669,726 | ' | ' | ' | ' | ' |
Issue of common stock on share purchase agreement | ' | ' | 1,418,000 | ' | ' | ' | 1,418,000 |
Issue of common stock on share purchase agreement (in shares) | ' | 233,530 | ' | ' | ' | ' | ' |
Issue of common stock to certain directors and officers upon exercise of stock options, stock-based awards exercised, restricted stock units and restricted stock | ' | ' | 94,000 | ' | ' | ' | 94,000 |
Issue of common stock to certain directors and officers upon exercise of stock options, stock-based awards exercised, restricted stock units and restricted stock (in shares) | ' | 37,448 | ' | ' | ' | ' | ' |
Issue of common stock upon exercise of stock options | ' | ' | ' | ' | ' | ' | 100,000 |
Issue of common stock upon exercise of stock options (in shares) | ' | ' | ' | ' | ' | ' | 33,351 |
Stock-based compensation | ' | ' | 380,000 | ' | ' | ' | 380,000 |
Unrealized foreign exchange on intercompany loans | ' | ' | ' | 4,550,000 | ' | ' | 4,550,000 |
Translation adjustment | ' | ' | ' | -4,559,000 | ' | ' | -4,559,000 |
Loss for the year | ' | ' | ' | ' | ' | -13,186,000 | -13,186,000 |
Balance at Dec. 31, 2012 | 1,000 | 9,000 | 280,211,000 | 48,000 | 0 | -270,250,000 | 10,019,000 |
Balance (in shares) at Dec. 31, 2012 | 1,213,142 | 8,686,484 | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' | ' | ' | ' |
Issue of common stock for cash in an underwritten public offering, net of expenses | ' | 6,000 | 19,000,000 | ' | ' | ' | 19,006,000 |
Issue of common stock for cash in an underwritten public offering, net of expenses (in shares) | ' | 6,833,334 | ' | ' | ' | ' | ' |
Issue of common stock on share purchase agreement | ' | 2,000 | 9,124,000 | ' | ' | ' | 9,126,000 |
Issue of common stock on share purchase agreement (in shares) | ' | 2,133,401 | ' | ' | ' | ' | ' |
Preferred stock conversion | -1,000 | 2,000 | 9,026,000 | ' | ' | -9,027,000 | ' |
Preferred stock conversion (in shares) | -877,869 | 1,684,471 | ' | ' | ' | ' | ' |
Issue of shares in lieu of cash bonus | ' | ' | 181,000 | ' | ' | ' | 181,000 |
Issue of shares in lieu of cash bonus (in shares) | ' | 31,642 | ' | ' | ' | ' | ' |
Stock-based compensation | ' | ' | 357,000 | ' | ' | ' | 357,000 |
Preferred stock dividends | ' | ' | -356,000 | ' | ' | ' | -356,000 |
Unrealized foreign exchange on intercompany loans | ' | ' | ' | 2,751,000 | ' | ' | 2,751,000 |
Translation adjustment | ' | ' | ' | -2,908,000 | ' | ' | -2,908,000 |
Loss for the year | ' | ' | ' | ' | ' | -10,153,000 | -10,153,000 |
Balance at Dec. 31, 2013 | ' | $19,000 | $317,543,000 | ($109,000) | ' | ($289,430,000) | $28,023,000 |
Balance (in shares) at Dec. 31, 2013 | 335,273 | 19,369,332 | ' | ' | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | 209 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 |
Operating activities: | ' | ' | ' | ' |
Net loss | ($10,153) | ($13,186) | ($15,243) | ($276,888) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' | ' |
Accretion of interest on notes payable, net of amortization of debt premium | ' | ' | ' | 100 |
Amortization of investment premiums, net | ' | ' | ' | -2,297 |
Change in valuation of liabilities at fair value | -1,120 | -28 | -609 | -7,475 |
Non-cash consideration associated with stock purchase agreement | 98 | 423 | ' | 521 |
Depreciation | 70 | 60 | 241 | 12,685 |
Amortization of intangible assets | ' | ' | ' | 886 |
Fixed asset impairment | ' | ' | ' | 221 |
Unrealized foreign exchange losses | ' | ' | ' | 7,747 |
Deferred revenue | ' | ' | ' | -98 |
Compensation for warrants issued to non-employees | ' | ' | ' | 1,215 |
Gain on sale of patents | -5,500 | ' | ' | -5,500 |
Shares issued for IP rights | ' | ' | ' | 446 |
Loss (gain) on disposal of property, plant and equipment | ' | -62 | 1 | 38 |
Goodwill and intangibles impairment | ' | ' | ' | 7,934 |
Stock-based compensation | 357 | 380 | 882 | 19,760 |
Provision for restructuring | ' | ' | ' | 1,779 |
Amortization of issuance costs of Preferred Ordinary 'C' shares | ' | ' | ' | 2,517 |
Transaction costs on sale of Economic Rights | ' | 33 | ' | 33 |
Gain on termination of distribution agreements | ' | -1,192 | ' | -1,192 |
Changes in operating assets and liabilities: | ' | ' | ' | ' |
Prepaid expenses and other assets | -1,201 | -239 | 174 | -1,498 |
Accounts payable and other current liabilities | -750 | 1,768 | 577 | -4,295 |
Net cash used in operating activities | -18,199 | -12,043 | -13,977 | -243,361 |
Investing activities: | ' | ' | ' | ' |
Purchase of ALIGN | ' | ' | ' | -3,763 |
Purchase of property, plant and equipment | -208 | -12 | -6 | -9,057 |
Minimum royalty payments received from termination of ALIGN license agreement | 396 | ' | ' | 396 |
Proceeds from sale of patents | 5,500 | ' | ' | 5,500 |
Proceeds from sale of property, plant and equipment | ' | 62 | 5 | 225 |
Purchase of short-term investments on deposit, net of maturities | ' | ' | ' | -156,657 |
Cash proceeds from redemption of short term securities | ' | ' | ' | 162,729 |
Net cash (used in) provided by investing activities | 5,688 | 50 | -1 | -627 |
Financing activities: | ' | ' | ' | ' |
Payments of capital lease obligations | ' | ' | ' | -3,719 |
Proceeds from issuance of ordinary and preferred ordinary shares, net of issuance costs | ' | ' | ' | 121,678 |
Proceeds from issuance of common stock and warrants, net of issuance costs | 27,637 | 3,881 | 9,267 | 123,189 |
Proceeds from the exercise of stock options and warrants, net of issuance costs | ' | 94 | 3 | 267 |
Payment of preferred stock dividend | -305 | ' | -364 | -2,203 |
Repayment of government loan | ' | ' | ' | -455 |
Government loan received | ' | ' | ' | 414 |
Loan received from Cyclacel Group plc | ' | ' | ' | 9,103 |
Proceeds of committable loan notes issued from shareholders | ' | ' | ' | 8,883 |
Loans received from shareholders | ' | ' | ' | 1,645 |
Cash and cash equivalents assumed on stock purchase of Xcyte | ' | ' | ' | 17,915 |
Costs associated with stock purchase | ' | ' | ' | -1,951 |
Net cash provided by financing activities | 27,332 | 3,975 | 8,906 | 274,766 |
Effect of exchange rate changes on cash and cash equivalents | -87 | -19 | 26 | 368 |
Net increase (decrease) in cash and cash equivalents | 14,734 | -8,037 | -5,046 | 31,146 |
Cash and cash equivalents, beginning of period | 16,412 | 24,449 | 29,495 | ' |
Cash and cash equivalents, end of period | 31,146 | 16,412 | 24,449 | 31,146 |
Cash received during the period for: | ' | ' | ' | ' |
Interest | 12 | 10 | 31 | 11,768 |
Taxes | 970 | 565 | 685 | 19,742 |
Cash paid during the period for: | ' | ' | ' | ' |
Interest | ' | ' | ' | -1,914 |
Schedule of non-cash transactions: | ' | ' | ' | ' |
Acquisitions of equipment purchased through capital leases | ' | ' | ' | 3,470 |
Issuance of common shares in connection with license agreements | ' | ' | ' | 592 |
Issuance of Ordinary shares on conversion of bridging loan | ' | ' | ' | 1,638 |
Issuance of Preferred Ordinary 'C' shares on conversion of secured convertible loan notes and accrued interest | ' | ' | ' | 8,893 |
Issuance of Ordinary shares in lieu of cash bonus | 181 | ' | ' | 345 |
Issuance of other long term payable on ALIGN acquisition | ' | ' | ' | $1,122 |
Organization_of_the_Company
Organization of the Company | 12 Months Ended | ||
Dec. 31, 2013 | |||
Organization of the Company | ' | ||
Organization of the Company | ' | ||
1 | Organization of the Company | ||
Cyclacel Pharmaceuticals, Inc. (Cyclacel or the Company) is a development-stage biopharmaceutical company dedicated to the development and commercialization of novel, mechanism-targeted drugs to treat human cancers and other serious diseases. Cyclacel is focused on delivering leading edge therapeutic management of cancer patients based on a clinical development pipeline of novel drug candidates. | |||
Cyclacel’s clinical development priorities are focused on sapacitabine, an orally available, cell cycle modulating nucleoside analogue. | |||
Sapacitabine is being evaluated in the SEAMLESS Phase 3 trial being conducted under a Special Protocol Assessment (“SPA”) agreement with the US Food and Drug Administration (“FDA”) for the front-line treatment of acute myeloid leukemia (“AML”) in the elderly and in Phase 2 studies for AML, myelodysplastic syndromes (“MDS”), non-small cell lung cancer (“NSCLC”) and chronic lymphocytic leukemia. Sapacitabine is also being evaluated in a Phase 1 study in combination with seliciclib, our second clinical candidate, in patients with solid tumors. The FDA and the European Medicines Agency, or EMA, have designated sapacitabine as an orphan drug for the treatment of both AML and MDS. | |||
The Company has evaluated seliciclib, an oral, highly selective inhibitor of CDK enzymes, in NSCLC and nasopharyngeal cancer (“NPC”). The Company will determine the feasibility of pursuing further development and/or partnering this asset and/or indications subject to available resources. | |||
Our second generation CDK inhibitor, CYC065, is an oral, highly selective inhibitor of CDK enzymes. CYC065 has been shown to have increased anti-proliferative potency and improved pharmaceutical properties compared to seliciclib. Investigational new drug or IND-enabling studies with CYC065 are in progress supported by a $1.5 million grant from the Biomedical Catalyst of the United Kingdom government. | |||
In addition to these development programs, the Company has allocated limited resources to other programs allowing the Company to maintain and build on its core competency in cell cycle biology and related drug discovery. These include CYC140, an internally-discovered, potent and selective, orally-available, small molecule inhibitor of PLK1, or polo-like kinase 1. PLKs are kinases active during cell division that target the mitotic phase of the cancer cell cycle. In the Company’s Aurora kinase inhibitor program, CYC116, an internally-discovered, orally-available, small molecule inhibitor of Aurora kinases A and B and Vascular Endothelial Growth Factor Receptor 2, or VEGFR2, has completed a multicenter Phase 1 trial. PLK and Aurora are cancer drug targets discovered by Professor David Glover, the Company’s Chief Scientist. | |||
As a development stage enterprise, substantially all efforts of the Company to date have been devoted to performing research and development, conducting clinical trials, developing and acquiring intellectual property, raising capital and recruiting and training personnel. | |||
Capital Resources | |||
The Company’s existing capital resources are expected to be sufficient beyond the completion of the SEAMLESS Phase 3 trial but not sufficient to complete development of other indications or product candidates or to commercialize any of the Company’s product candidates. | |||
Basis of Presentation | |||
The accompanying consolidated financial statements as of December 31, 2012 and 2013, and for each of the three years in the period ended December 31, 2013 and for the period from August 13, 1996 (inception) to December 31, 2013, have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The consolidated financial statements include the financial statements of Cyclacel Pharmaceuticals, Inc. and all of the Company’s wholly owned subsidiaries. All intercompany balances and transactions have been eliminated. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||
2. Summary of Significant Accounting Policies | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and related disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical estimates include product returns reserve percentages and inputs used to determine stock-based compensation expense and the fair value of financial instruments, such as the Economic Rights and other liabilities measured at fair value. Cyclacel reviews its estimates on an ongoing basis. The estimates are based on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates. Cyclacel believes the judgments and estimates required by the following accounting policies to be significant in the preparation of the Company’s consolidated financial statements. | |||||||||||||
Risks and Uncertainties | |||||||||||||
Drug candidates developed by the Company typically will require approvals or clearances from the FDA or other international regulatory agencies prior to commercialize sales. There can be no assurance that the Company’s drug candidates will receive any of the required approvals or clearances. If the Company was denied approval or clearance or such approval was delayed, or is unable to obtain the necessary financing to complete development and approval, there will be a material adverse impact on the Company’s financial condition and results of operations. | |||||||||||||
Foreign Currency and Currency Translation | |||||||||||||
Transactions that are denominated in a foreign currency are remeasured into the functional currency at the current exchange rate on the date of the transaction. Any foreign currency-denominated monetary assets and liabilities are subsequently remeasured at current exchange rates, with gains or losses recognized as foreign exchange (losses) gains in the statement of operations. | |||||||||||||
The assets and liabilities of the Company’s international subsidiary are translated from its functional currency into United States dollars at exchange rates prevailing at the balance sheet date. Average rates of exchange during the period are used to translate the statement of operations, while historical rates of exchange are used to translate any equity transactions. | |||||||||||||
Translation adjustments arising on consolidation due to differences between average rates and balance sheet rates, as well as unrealized foreign exchange gains or losses arising from translation of intercompany loans that are of a long-term-investment nature, are recorded in other comprehensive income. | |||||||||||||
Segments | |||||||||||||
After considering its business activities and geographic reach, the Company has concluded that it operates in just one operating segment being the discovery, development and commercialization of novel, mechanism-targeted drugs to treat cancer and other serious disorders, with development operations in two geographic areas, namely the United States and the United Kingdom. | |||||||||||||
Cash and Cash Equivalents | |||||||||||||
Cash equivalents are stated at cost, which is substantially the same as fair value. The Company considers all highly liquid investments with an original maturity of three months or less at the time of initial purchase to be cash equivalents and categorizes such investments as held to maturity. The objectives of the Company’s cash management policy are to safeguard and preserve funds, to maintain liquidity sufficient to meet Cyclacel’s cash flow requirements and to attain a market rate of return. | |||||||||||||
Fair Value of Financial Instruments | |||||||||||||
Financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities, common stock warrants, financial instruments associated with stock purchase agreements, and other arrangements. The carrying amounts of cash and cash equivalents, accounts payable, and accrued liabilities approximate their respective fair values due to the nature of the accounts, notably their short maturities. The Economic Rights obligation, liability-classified warrants, financial instruments associated with stock purchase agreements, and certain other liabilities are measured at fair value using applicable inputs as described in Note 5 - Fair Value. | |||||||||||||
Property, Plant and Equipment | |||||||||||||
The components of property, plant and equipment are stated at cost and depreciated on a straight-line basis over the estimated useful lives of the related assets, which are generally three to five years. Amortization of leasehold improvements is performed using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the related assets, currently between five and fifteen years. Upon sale or retirement of assets, the costs and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss on sale is reflected as a component of operating income or loss. Expenditures for maintenance and repairs are charged to operating expenses as incurred. | |||||||||||||
During the year ended December 31, 2011, the Company sold fixed assets totaling approximately $6,000. During the year ended December 31, 2012, the Company sold fully depreciated assets for proceeds of approximately $0.1 million and there were no fixed assets sold during the year ended December 31, 2013. | |||||||||||||
Impairment of Long-lived Assets | |||||||||||||
The Company reviews property, plant and equipment for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company assesses the recoverability of the potentially affected long-lived assets by determining whether the carrying value of such assets can be recovered through undiscounted future operating cash flows. | |||||||||||||
Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset (or asset group) exceeds its fair value. | |||||||||||||
Revenue Recognition | |||||||||||||
Grant revenues from government agencies and private research foundations are recognized as the related qualified research and development costs are incurred, up to the limit of the prior approval funding amounts. Grant revenues are not refundable. | |||||||||||||
In prior periods, certain of the Company’s revenues were earned from collaborative agreements. The Company recognized revenue when persuasive evidence of an arrangement existed; delivery occurred or services were rendered; the fee was fixed or determinable; and collectability was reasonably assured. Determination of whether these criteria have been met was based on management’s judgments regarding the nature of the research performed, the substance of the milestones met relative to those the Company that were still to be performed, and the collectability of any related fees. Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected. | |||||||||||||
Also in prior periods, research and development revenues were earned under agreements with third parties for contract research and development activities. Such revenues were recorded as the related services were performed. Milestone payments were non-refundable and recognized as revenue when earned, as evidenced by achievement of the specified milestones and the absence of ongoing performance obligations. Any amounts received in advance of performance were recorded as deferred revenue. None of the revenues recognized to date are refundable if the relevant research effort is not successful. | |||||||||||||
Clinical Trial Accounting | |||||||||||||
Data management and monitoring of the Company’s clinical trials are performed with the assistance of contract research organizations, or CROs, or clinical research associates, or CRAs, in accordance with the Company’s standard operating procedures. Typically, CROs and some CRAs bill monthly for services performed, and others bill based upon milestones achieved. For outstanding amounts, the Company accrues unbilled clinical trial expenses based on estimates of the level of services performed each period. Costs of setting up clinical trial sites for participation in the trials are expensed immediately as research and development expenses. Clinical trial costs related to patient enrollment are accrued as patients are entered into and progress through the trial. Any initial payment made to the clinical trial site is recognized upon execution of the clinical trial agreements and expensed as research and development expenses. | |||||||||||||
Research and Development Expenditures | |||||||||||||
Research and development expenses consist primarily of costs associated with the Company’s product candidates, upfront fees, milestones, compensation and other expenses for research and development personnel, supplies and development materials, costs for consultants and related contract research, facility costs and depreciation. Expenditures relating to research and development are expensed as incurred. | |||||||||||||
Patent Costs | |||||||||||||
Patent prosecution costs are charged to operations as incurred as recoverability of such expenditure is uncertain. | |||||||||||||
Leased Assets | |||||||||||||
The costs of operating leases are charged to operations on a straight-line basis over the lease term. | |||||||||||||
Income Taxes | |||||||||||||
The Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. | |||||||||||||
The Company applies the accounting guidance codified in ASC 740 “Income taxes” (“ASC 740”) related to accounting for uncertainty in income taxes. ASC 740 specifies the accounting the accounting for uncertainty in income taxes recognized in a company’s financial statements by prescribing a minimum probability threshold a tax position is required to meet before being recognized in the financial statements. | |||||||||||||
Credit is taken in the accounting period for research and development tax credits, which will be claimed from H. M. Revenue & Customs, the United Kingdom’s taxation and customs authority, in respect of qualifying research and development costs incurred in the same accounting period. | |||||||||||||
Net Loss Per Common Share | |||||||||||||
The Company calculates net loss per common share in accordance with ASC 260 “Earnings Per Share” (“ASC 260”). Basic and diluted net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. The Company’s potentially dilutive shares, which include outstanding common stock options, restricted stock, restricted stock units, convertible preferred stock and common stock warrants, have not been included in the computation of diluted net loss per share for all periods as the result would be anti-dilutive. | |||||||||||||
Year ended | Year ended | Year ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2011 | 2012 | 2013 | |||||||||||
Stock options | 502,249 | 463,023 | 949,685 | ||||||||||
Restricted Stock Units | 38,089 | 39,377 | 119,248 | ||||||||||
Convertible preferred stock | 73,747 | 73,747 | 20,381 | ||||||||||
Contingently issuable shares and common stock warrants associated with Economic Rights | — | 440,375 | — | ||||||||||
Common stock warrants | 1,973,431 | 1,973,427 | 1,591,795 | ||||||||||
Total shares excluded from calculation | 2,587,516 | 2,989,949 | 2,618,109 | ||||||||||
Fair Value Measurements | |||||||||||||
Inputs used to determine fair value of financial and non-financial assets and liabilities are categorized using a fair value hierarchy that prioritizes observable and unobservable inputs into three broad levels, from Level 1, for quoted prices (unadjusted) in active markets for identical assets or liabilities, to Level 3, for unobservable inputs (see Note 5 — Fair Value). Management reviews the categorization of fair value inputs on a periodic basis and may determine that it is necessary to transfer an input from one level of the fair value hierarchy to another based on changes in events or circumstances, such as a change in the observability of an input. Any such transfer will be recognized at the end of the reporting period. | |||||||||||||
Stock-based Compensation | |||||||||||||
The Company grants stock options, restricted stock units and restricted stock to officers, employees and directors under the Amended and Restated Equity Incentive Plan (“2006 Plan”), which was approved on March 16, 2006, as amended on May 21, 2007, and subsequently amended and restated on April 14, 2008. Under the 2006 Plan, the Company has granted various types of awards, which are described more fully in Note 11 - Stock-Based Compensation Arrangements. The Company accounts for these awards under ASC 718 “Compensation — Stock Compensation” (“ASC 718”). | |||||||||||||
ASC 718 requires measurement of compensation cost for all stock-based awards at fair value on date of grant and recognition of compensation over the requisite service period for awards expected to vest. The fair value of restricted stock and restricted stock units is determined based on the number of shares granted and the quoted price of the Company’s common stock on the date of grant. The determination of grant-date fair value for stock option awards is estimated using the Black-Scholes model, which includes variables such as the expected volatility of the Company’s share price, the anticipated exercise behavior of employees, interest rates, and dividend yields. These variables are projected based on historical data, experience, and other factors. Changes in any of these variables could result in material adjustments to the expense recognized for share-based payments. Such value is recognized as expense over the requisite service period, net of estimated forfeitures, using the straight-line attribution method. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from current estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. The Company considers many factors when estimating expected forfeitures, including type of awards granted, employee class, and historical experience. Actual results and future estimates may differ substantially from current estimates. | |||||||||||||
Comprehensive Income (Loss) | |||||||||||||
In accordance with ASC 220 “Comprehensive Income” (“ASC 220”), all components of comprehensive income (loss), including net income (loss), are reported in the financial statements in the period in which they are recognized. Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net income (loss) and other comprehensive income (loss), including foreign currency translation adjustments, are reported, net of any related tax effect, to arrive at comprehensive income (loss). No taxes were recorded on items of other comprehensive income. | |||||||||||||
Recent Accounting Pronouncements Not Yet Effective | |||||||||||||
In July 2013, the FASB issued guidance relating to the presentation of an unrecognized tax benefit when a net operating loss carryforward (“NOL”), a similar tax loss, or a tax credit carryforward exists. The guidance states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a NOL, a similar tax loss, or a tax credit carryforward, except to the extent it is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. | |||||||||||||
In March 2013, the FASB issued guidance relating to certain foreign currency matters. This guidance clarifies the parent company’s accounting for the cumulative translation adjustment when a reporting entity ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity or of an investment in a foreign entity. The guidance is effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. | |||||||||||||
In February 2013, the FASB issued guidance relating to obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. This provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date, except for obligations addressed within existing guidance in GAAP. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The guidance should be applied retrospectively to all prior periods presented for those obligations resulting from joint and several liability arrangements that exist at the beginning of an entity’s fiscal year of adoption. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. |
Significant_Contracts
Significant Contracts | 12 Months Ended | ||
Dec. 31, 2013 | |||
Significant Contracts Disclosure [Abstarct] | ' | ||
Significant Contracts | ' | ||
3 | Significant Contracts | ||
Distribution, Licensing and Research Agreements | |||
The Company has entered into licensing agreements with academic and research organizations. Under the terms of these agreements, the Company has received licenses to technology and patent applications. The Company is required to pay royalties on future sales of product employing the technology or falling under claims of patent applications. | |||
Pursuant to the Daiichi Sankyo license under which the Company licenses certain patent rights for sapacitabine, its lead drug candidate, the Company is under an obligation to use reasonable endeavors to develop a product and obtain regulatory approval to sell a product and has agreed to pay Daiichi Sankyo an up-front fee, reimbursement for Daiichi Sankyo’s enumerated expenses, milestone payments and royalties on a country-by-country basis. The up-front fee and certain past reimbursements have been paid and, as a result of the SEAMLESS trial entering Phase 3 during the first quarter of 2011, a milestone payment of $1.6 million was paid in April 2011. A further $10.0 million in aggregate milestone payments could be payable subject to achievement of all the specific contractual milestones and the Company’s decision to continue with these projects. Royalties are payable in each country for the term of patent protection in the country or for ten years following the first commercial sale of licensed products in the country, whichever is later. Royalties are payable on net sales. Net sales are defined as the gross amount invoiced by the Company or its affiliates or licensees, less discounts, credits, taxes, shipping and bad debt losses. The agreement extends from its commencement date to the date on which no further amounts are owed under it. If the Company wishes to appoint a third party to develop or commercialize a sapacitabine-based product in Japan, within certain limitations, Daiichi Sankyo must be notified and given a right of first refusal to develop and/or commercialize in Japan. In general, the license may be terminated by the Company for technical, scientific, efficacy, safety, or commercial reasons on six months notice, or twelve months, if after a launch of a sapacitabine-based product, or by either party for material default. Effective July 11, 2011, the license agreement was amended to irrevocably waive a termination right Daiichi Sankyo possessed under a provision of the agreement that required the Company to obtain regulatory approval to sell sapacitabine in at least one country by September 2011, and releases the Company from all claims and liability of any kind arising under such provision. The amendment further provides that the royalty due from the Company to Daiichi Sankyo on future net sales of sapacitabine be increased by a percentage between 1.25% and 1.50% depending on the level of net sales of sapacitabine realized. |
Cash_and_Cash_Equivalents
Cash and Cash Equivalents | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Cash and Cash Equivalents | ' | ||||||||
Cash and Cash Equivalents | ' | ||||||||
4 | Cash and Cash Equivalents | ||||||||
The following is a summary of cash and cash equivalents at December 31, 2012 and 2013 (in $000s): | |||||||||
December 31, | |||||||||
2012 | 2013 | ||||||||
Cash | $ | 4,090 | $ | 4,670 | |||||
Investments with original maturity of less than three months at the time of purchase | 12,322 | 26,476 | |||||||
Total cash and cash equivalents | $ | 16,412 | $ | 31,146 | |||||
Investments with original maturity of less than three months at time of purchase are made up of money market funds and commercial paper. |
Fair_Value
Fair Value | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value | ' | ||||||||||||||||
Fair Value | ' | ||||||||||||||||
5 | Fair Value | ||||||||||||||||
Fair value measurements | |||||||||||||||||
As defined in ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”), fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: | |||||||||||||||||
· | Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. | ||||||||||||||||
· | Level 2: Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. | ||||||||||||||||
· | Level 3: Unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. | ||||||||||||||||
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considering counterparty credit risk in its measurement of fair value. | |||||||||||||||||
The fair value of the Company’s financial assets and liabilities that are measured on a recurring basis were determined using the following inputs as of December 31, 2012 (in $000s): | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
ASSETS | |||||||||||||||||
Cash equivalents | $ | 5,523 | $ | 6,799 | $ | — | $ | 12,322 | |||||||||
Financial instrument associated with stock purchase agreement | — | — | — | — | |||||||||||||
Total assets | $ | 5,523 | $ | 6,799 | $ | — | $ | 12,322 | |||||||||
LIABILITIES | |||||||||||||||||
Economic rights | $ | — | $ | — | $ | 1,120 | $ | 1,120 | |||||||||
Other liabilities measured at fair value: | |||||||||||||||||
Warrants liability | $ | — | $ | — | $ | — | $ | — | |||||||||
Scottish Enterprise agreement | — | — | 20 | 20 | |||||||||||||
Other liabilities measured at fair value | — | — | 20 | 20 | |||||||||||||
Total liabilities | $ | — | $ | — | $ | 1,140 | $ | 1,140 | |||||||||
The fair value of the Company’s financial assets and liabilities that are measured on a recurring basis were determined using the following inputs as of December 31, 2013 (in $000s): | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
$0 | $0 | $0 | $0 | ||||||||||||||
ASSETS | |||||||||||||||||
Cash equivalents | $ | 26,476 | $ | — | $ | — | $ | 26,476 | |||||||||
Financial instrument associated with stock purchase agreement | — | 397 | — | 397 | |||||||||||||
Total assets | $ | 26,476 | $ | 397 | $ | — | $ | 26,873 | |||||||||
LIABILITIES | |||||||||||||||||
Other liabilities measured at fair value: | |||||||||||||||||
Warrants liability | $ | — | $ | — | $ | — | $ | — | |||||||||
Scottish Enterprise agreement | — | — | 20 | 20 | |||||||||||||
Other liabilities measured at fair value | — | — | 20 | 20 | |||||||||||||
Total liabilities | $ | — | $ | — | $ | 20 | $ | 20 | |||||||||
The following table reconciles the beginning and ending balances of Level 3 inputs for the year ended December 31, 2013 (in $000s): | |||||||||||||||||
Level 3 | |||||||||||||||||
Balance as of December 31, 2012 | $ | 1,140 | |||||||||||||||
Change in valuation of Economic Rights | (570 | ) | |||||||||||||||
Movement of valuation of Economic Rights from Level 3 to Level 2 | (550 | ) | |||||||||||||||
Balance as of December 31, 2013 | $ | 20 | |||||||||||||||
Financial Instrument Associated with Stock Purchase Agreement | |||||||||||||||||
The December 14, 2012 common stock purchase agreement with Aspire was terminated on November 14, 2013, and on that date the Company entered into a new common stock purchase agreement with Aspire) (the “Purchase Agreement”) under which Aspire purchased 511,509 shares of common stock for an aggregate purchase price of $2.0 million and committed to purchase up to an additional 3,042,038 shares from time to time as directed by the Company over the next two years at prices derived from the market prices on or near the date of each sale (see Note 10 – Stockholders’ Equity). | |||||||||||||||||
The Company has accounted for the right to sell additional shares under the purchase agreement based on the guidance of ASC 815 “Derivative Financial Instruments” (“ASC 815”), which requires the instrument to be measured at fair value with changes in fair value reported in earnings. The instrument had a fair value of $0.5 million at the date of the transaction and a fair value of $0.4 million as of December 31, 2013. The $0.1 million decrease in the fair value of the Purchase Agreement during the year ended December 31, 2013 was recognized as a loss in the consolidated statements of operations. The primary inputs used to determine fair value are the price of the Company’s common stock, the remaining term, and aggregate share purchases on the measurement date. The fair value of purchase agreement is remeasured each reporting period and gains or losses will continue to be reported until the agreement is exhausted or expired. | |||||||||||||||||
Economic Rights | |||||||||||||||||
On March 22, 2012, the Company entered into a financing agreement with certain existing institutional stockholders. Under the terms of the agreement, investors received contractual rights to receive cash equal to 10% of any future litigation settlement related to the specified intellectual property, subject to a cap. In certain defined situations, the Company may have to issue either additional common shares or warrants (collectively, the “Economic Rights”). | |||||||||||||||||
Up to December 31, 2012, the fair value of the Economic Rights was estimated using a decision-tree analysis method. This was an income-based method that incorporates the expected benefits, costs and probabilities of contingent outcomes under varying scenarios. Each scenario within the decision-tree was discounted to the present value using the Company’s credit adjusted risk-free rate and ascribed a weighted probability to determine the fair value. | |||||||||||||||||
On April 3, 2013, the Company entered into a definitive agreement with Celgene Corporation (“Celgene”) to sell to Celgene four Cyclacel-owned patents related to the use of romidepsin injection, intellectual property to which the Economic Rights relates. In connection with the agreement, Celgene has made to Cyclacel a one-time payment of $5.5 million and the litigation was dismissed. As a result, the holders of the Economic Rights were paid approximately $0.6 million in April 2013 in full satisfaction of the Company’s obligation under the Economic Rights. The fair value of this liability was approximately $1.1 million as of December 31, 2012. The $0.6 million decrease in the fair value of the Economic Rights during the year ended December 31, 2013 was recognized as a gain in the consolidated statements of operations. | |||||||||||||||||
Other Liabilities Measured at Fair Value | |||||||||||||||||
Warrants Liability | |||||||||||||||||
The Company issued warrants to purchase shares of common stock under the registered direct financing completed in February 2007. These warrants are being accounted for as a liability in accordance with ASC 815. At the date of the transaction, the fair value of the warrants of $6.8 million was determined utilizing the Black-Scholes option pricing model utilizing the following assumptions: risk free interest rate — 4.68%, expected volatility — 85%, expected dividend yield — 0%, and a remaining contractual life of 7 years. As of December 31, 2013, the fair value of the warrants is zero based on the high exercise price of the warrants relative to the Company’s stock price at December 31, 2013 and the remaining term of less than 0.13 years. The fair value of the warrant is remeasured each reporting period, with any gains or losses recognized in the consolidated statement of operations. Such gains or losses will continue to be reported until the warrants are exercised or expired. | |||||||||||||||||
The Company recognized the change in the value of warrants as a gain on the consolidated statement of operations of $0.6 million and $0.1 million for the year ended December 31, 2011 and 2012, respectively. There was no change recognized in the value of warrants on the consolidated statement of operations for the year ended December 31, 2013. | |||||||||||||||||
Scottish Enterprise Agreement | |||||||||||||||||
On June 22, 2009, the Company amended the Agreement with Scottish Enterprise (“SE”) (the “Amendment”), in order to allow the Company to implement a reduction of the Company’s research operations located in Scotland in exchange for the parties’ agreement to modify the payment terms of the Agreement in the principal amount of £5 million (approximately $8.0 million at December 31, 2009), which SE had previously entered into with the Company. The Agreement provided for repayment of up to £5 million in the event the Company significantly reduced its Scottish research operations. Pursuant to the terms of the Amendment, in association with Cyclacel’s material reduction in staff at its Scottish research facility, the parties agreed to a modified payment of £1 million (approximately $1.7 million at June 22, 2009) payable in two equal tranches. On July 1, 2009, the first installment of £0.5 million (approximately $0.8 million) was paid and the remaining amount of £0.5 million (approximately $0.8 million) was paid on January 6, 2010. | |||||||||||||||||
In addition, should a further reduction below current minimum staff levels be effectuated before July 2014 without SE’s prior consent, the Company may be obligated to pay up to £4 million to SE, which will be calculated as a maximum of £4 million (approximately $6.5 million at December 31, 2012 and $6.6 million at December 31, 2013) less the market value of the shares held by SE at the time staffing levels in Scotland fall below the prescribed minimum levels. If the Company were to have reduced staffing levels below the prescribed levels, the amount potentially payable to SE would have been approximately £3.8 million (approximately $6.1 million) and approximately £3.8 million (approximately $6.3 million) at December 31, 2012 and December 31, 2013, respectively. | |||||||||||||||||
This arrangement is accounted for as a liability under ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”), and is measured at fair value. Changes in fair value are recognized in earnings. Due to the nature of the associated contingency and the likelihood of occurrence, the Company has concluded the fair value of this liability was approximately $20,000 at December 31, 2012 and December 31, 2013, respectively. The most significant inputs in estimating the fair value of this liability are the probabilities that staffing levels fall below the prescribed minimum and that the Company is unable or unwilling to replace such employees within the prescribed time period. At both December 31, 2012 and 2013, the Company used a scenario analysis model to arrive at the fair value of the Scottish Enterprise Agreement and assumed a 30% probability of falling below a minimum staffing level and a 1% probability that the occurrence of such an event would not be cured within the prescribed time period. At each reporting period, the inputs used to determine the fair value of the liability will be evaluated to determine whether adjustments are appropriate. Any changes in the value of this liability are recorded in the consolidated statement of operations. |
Prepaid_Expenses_and_Other_Cur
Prepaid Expenses and Other Current Assets | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Prepaid Expenses and Other Current Assets [Abstarct] | ' | ||||||||
Prepaid Expenses and Other Current Assets | ' | ||||||||
6 | Prepaid Expenses and Other Current Assets | ||||||||
The following is a summary of prepaid expenses and other current assets at December 31, 2012 and 2013 (in $000s): | |||||||||
December 31, | |||||||||
2012 | 2013 | ||||||||
Research and development tax credit receivable | $ | 1,033 | $ | 1,744 | |||||
Prepayments | 358 | 427 | |||||||
Grant receivable | — | 357 | |||||||
Sales tax receivable | 45 | 209 | |||||||
Deposits | 153 | 132 | |||||||
Other current assets | 10 | 519 | |||||||
$ | 1,599 | $ | 3,388 |
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Property, Plant and Equipment | ' | ||||||||||
Property, Plant and Equipment | ' | ||||||||||
7 | Property, Plant, and Equipment | ||||||||||
Property, plant and equipment consisted of the following (in $000s): | |||||||||||
Useful lives in years from | December 31, | ||||||||||
date of acquisition | 2012 | 2013 | |||||||||
Leasehold improvements | 5 to 15 years | $ | 867 | $ | 922 | ||||||
Research and laboratory equipment | 3 to 5 years | 5,519 | 5,668 | ||||||||
Office equipment and furniture | 3 to 5 years | 1,325 | 1,338 | ||||||||
7,711 | 7,928 | ||||||||||
Less: accumulated depreciation and amortization | (7,582 | ) | (7,653 | ) | |||||||
$ | 129 | $ | 275 | ||||||||
The depreciation and amortization of property, plant and equipment amounted to $0.2 million, $0.1 million and $0.1 million for the year ended December 31, 2011, 2012 and 2013, respectively. | |||||||||||
Depreciation and amortization expense for the period from inception or August 13, 1996 through December 31, 2013 was $12.7 million. At December 31, 2012 and 2013 there were no assets held under capital lease arrangements. |
Accrued_and_Other_Current_Liab
Accrued and Other Current Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accrued and Other Current Liabilities | ' | ||||||||
Accrued and Other Current Liabilities | ' | ||||||||
8 | Accrued and Other Current Liabilities | ||||||||
Accrued and other current liabilities consisted of the following (in $000s): | |||||||||
December 31, | |||||||||
2012 | 2013 | ||||||||
Accrued research and development | $ | 3,623 | $ | 3,565 | |||||
Accrued legal and professional fees | 1,118 | 265 | |||||||
Other current liabilities | 860 | 842 | |||||||
$ | 5,601 | $ | 4,672 | ||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies | ' | ||||
Commitments and Contingencies | ' | ||||
9 | Commitments and Contingencies | ||||
General | |||||
Please refer to Note 3 — Significant Contracts for further discussion of certain of the Company’s commitments and contingencies. | |||||
Leases | |||||
The following is a summary of the Company’s contractual obligations and commitments relating to its facilities leases as at December 31, 2013 (in $000s): | |||||
Operating | |||||
Lease | |||||
Obligations | |||||
2014 | $ | 499 | |||
2015 | 585 | ||||
2016 | 585 | ||||
2017 | 456 | ||||
2018 | 431 | ||||
Thereafter | 2,867 | ||||
Total | $ | 5,423 | |||
Rent expense, which includes lease payments related to the Company’s research and development facilities and corporate headquarters and other rent related expenses was $0.6 million for each of the years ended December 31, 2011 and 2012. For the year ended December 31, 2013, rent expense was $0.8 million. | |||||
In October 2000, the Company entered into a twenty-five year lease for its research and development facility in Dundee, Scotland. In November 2013, the Company entered into a one year commitment to sublease the aforementioned research and development facility in Dundee, Scotland and recognized approximately $23,000 in sublease income for the year ended December 31, 2013. In May 2011, the Company extended its lease for office space at its headquarters in Berkeley Heights, New Jersey, for an additional five years. | |||||
Please refer to Note 5 — Fair Value for further discussion of certain of the Company’s commitments and contingencies. | |||||
Preferred Dividends | |||||
The Company’s Board of Directors considers numerous factors in determining whether to declare the quarterly dividend pursuant to the certificate of designation governing the terms of the Company’s outstanding 6% Convertible Exchangeable Preferred Stock, including the requisite financial analysis and determination of a surplus. Accrued and unpaid dividends in arrears on preferred stock were $2.3 million, or $1.90 per share of preferred stock, as of December 31, 2012 and $0.6 million, or $1.90 per share, of preferred stock, as of December 31, 2013. | |||||
Legal Proceedings | |||||
On April 27, 2010, the Company was served with a complaint filed by Celgene Corporation in the United States District Court for the District of Delaware seeking a declaratory judgment that four of the Company’s own patents, claiming certain uses of romidepsin were invalid and not infringed by Celgene’s sale of ISTODAX® (romidepsin for injection). The Company subsequently counterclaimed for infringement of these four patents. On April 3, 2013, the Company entered into a definitive agreement with Celgene to sell to Celgene the four Cyclacel-owned patents related to uses of romidepsin and their foreign counterparts. In connection with the definitive agreement, in April 2013, Celgene made a one-time payment of $5.5 million to Cyclacel. As a result, the litigation between Cyclacel and Celgene in the United States District Court for the District of Delaware, case number 1:10-cv-00348-GMS, was dismissed by virtue of a jointly filed stipulation requesting the Court to enter an Order dismissing the litigation and the entry of such an Order. The $5.5 million gain from the sale of patents has been recorded in other income (expense), net, in the consolidated statement of operations. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Stockholders' Equity | ' | |||||||||||
Stockholders' Equity | ' | |||||||||||
10. Stockholders’ Equity | ||||||||||||
Preferred Stock | ||||||||||||
As of December 31, 2013, there were 335,273 shares of Preferred Stock issued and outstanding at an issue price of $10.00 per share. Dividends on the Preferred Stock are cumulative from the date of original issuance at the annual rate of 6% of the liquidation preference of the Preferred Stock, payable quarterly on the first day of February, May, August and November, commencing February 1, 2005. Any dividends must be declared by the Company’s Board of Directors and must come from funds that are legally available for dividend payments. The Preferred Stock has a liquidation preference of $10 per share, plus accrued and unpaid dividends. | ||||||||||||
The Preferred Stock is convertible at the option of the holder at any time into the Company’s shares of common stock at a conversion rate of approximately 0.06079 shares of common stock for each share of Preferred Stock based on a price of $164.50. The Company has reserved 20,381 shares of common stock for issuance upon conversion of the remaining shares of Preferred Stock outstanding at December 31, 2013. The shares of previously-converted Preferred Stock have been retired, cancelled and restored to the status of authorized but unissued shares of preferred stock, subject to reissuance by the Board of Directors as shares of Preferred Stock of one or more series. | ||||||||||||
The Company may automatically convert the Preferred Stock into common stock if the closing price of the Company’s common stock has exceeded $246.75, which is 150% of the conversion price of the Preferred Stock, for at least 20 trading days during any 30-day trading period, ending within five trading days prior to notice of automatic conversion. | ||||||||||||
The Certificate of Designations governing the Preferred Stock provides that if the Company fails to pay dividends on its Preferred Stock for six quarterly periods, holders of Preferred Stock are entitled to nominate and elect two directors to the Company’s Board of Directors. This right accrued to the holders of Preferred Stock as of August 2, 2010 and two directors were nominated and elected at the annual meeting held on May 24, 2011. | ||||||||||||
The Preferred Stock has no maturity date and no voting rights prior to conversion into common stock, except under limited circumstances. | ||||||||||||
The Company may, at its option, redeem the Preferred Stock in whole or in part, out of funds legally available at the redemption prices per share stated below, plus an amount equal to accrued and unpaid dividends up to the date of redemption: | ||||||||||||
Year from November 1, 2012 to October 31, 2013 | $ | 10.12 | ||||||||||
Year from November 1, 2013 to October 31, 2014 | $ | 10.06 | ||||||||||
November 1, 2014 and thereafter | $ | 10 | ||||||||||
The Preferred Stock is exchangeable, in whole but not in part, at the option of the Company on any dividend payment date beginning on November 1, 2005 (the “Exchange Date”) for the Company’s 6% Convertible Subordinated Debentures (“Debentures”) at the rate of $10 principal amount of Debentures for each share of Preferred Stock. The Debentures, if issued, will mature 25 years after the Exchange Date and have terms substantially similar to those of the Preferred Stock. No such exchanges have taken place to date. | ||||||||||||
Conversion of Convertible Preferred Stock | ||||||||||||
During 2013, Cyclacel entered into agreements to exchange the Company’s Preferred Stock into shares of common stock. There were no exchanges of the Company’s Preferred Stock into shares of common stock during the year ended December 31, 2011 or 2012. The table below provides details of the aggregate activities in 2013: | ||||||||||||
Year ended | ||||||||||||
December 31, | ||||||||||||
2013 | ||||||||||||
Preferred shares exchanged | 877,869 | |||||||||||
Common shares issued: | ||||||||||||
At stated convertible option | 53,366 | |||||||||||
Incremental shares issued under the exchange transaction | 1,631,105 | |||||||||||
Total common shares issued | 1,684,471 | |||||||||||
As the Preferred Stock stockholders received additional shares of common stock issued to them upon conversion as compared to what they would have been entitled to receive under the stated rate of exchange, the Company recorded the excess of (1) the fair value of all securities and other consideration transferred to the holders of the Preferred Stock and (2) the fair value of securities issuable pursuant to the original conversion terms as an increase in the net loss attributable to common shareholders. Specifically, the Company recorded deemed dividends related to the additional shares issued under the exchange transactions of $9.0 million for the year ended December 31, 2013. | ||||||||||||
Common Stock | ||||||||||||
November 2013 Stock Purchase Agreement | ||||||||||||
The December 14, 2012 common stock purchase agreement with Aspire was terminated on November 14, 2013, and on that day, the Company entered into a new common stock purchase agreement with Aspire. Upon execution of the Purchase Agreement, Aspire purchased 511,509 shares of common stock for an aggregate purchase price of $2.0 million. Under the terms of the Purchase Agreement, Aspire has committed to purchase up to an additional 3,042,038 shares from time to time as directed by the Company or, in certain instances, as agreed to by both parties, over the next two years at prices derived from the market prices on or near the date of each sale. However, such commitment is limited to an additional $18.0 million of share purchases. In consideration for entering into the Purchase Agreement, concurrent with the execution of the Purchase Agreement, the Company issued 166,105 shares of the Company’s common stock to Aspire in lieu of a commitment fee. The value of these shares has been recorded as a component of other assets and is being amortized over the term of the Purchase Agreement on a straight-line basis, except to the extent that shares are purchased on an accelerated basis, in which case the Company will accelerate the amortization of the deferred charge. | ||||||||||||
May 2013 Underwriting Agreement | ||||||||||||
On May 16, 2013, the Company entered into an underwriting agreement relating to the public offering and sale of up to 6,666,667 shares of the Company’s common stock, par value $0.001, at a price to the public of $3.00 per share. On May 21, 2013, the Company closed the public offering and completed the sale of 6,833,334 shares of its common stock, which includes 166,667 shares that were subject to the underwriters’ over-allotment option, at a price to the public of $3.00 per share, for proceeds, net of certain fees and expenses, of approximately $19.0 million. | ||||||||||||
December 2012 Stock Purchase Agreement | ||||||||||||
On December 14, 2012, the Company entered into a common stock purchase agreement with Aspire. Upon execution of the Purchase Agreement, Aspire purchased 158,982 shares of common stock for an aggregate purchase price of $1.0 million based on the closing price of the Company’s common stock on December 13, 2012, the date upon which the business terms were agreed. Under the terms of the purchase agreement, Aspire committed to purchase up to an additional 1,455,787 shares from time to time as directed by the Company over the next two years at prices derived from the market prices on or near the date of each sale. However, such commitment was limited to an additional $19.0 million of share purchases. In consideration for entering into the purchase agreement, concurrent with the execution of the purchase agreement, the Company issued 74,548 shares of its common stock to Aspire for no consideration. The fair value of the 74,548 shares of common stock along with the direct costs incurred in the connection with the Aspire transaction have been allocated to the shares sold at inception of this agreement and the right to sell additional shares in the future based on the ratio of shares sold at inception to the listed shares subject to this agreement. As a result, the Company recorded an expense of $0.4 million on its consolidated statements of operations for the year ended December 31, 2012. The agreement terminated on November 14, 2013 and no rights or obligations remain under the agreement. | ||||||||||||
March 2012 Sale of Common Stock and Economic Rights | ||||||||||||
On March 22, 2012, the Company entered into a purchase agreement with certain existing institutional stockholders, raising approximately $2.9 million of proceeds, net of certain fees and expenses. The proceeds from the financing will be used to fund ongoing litigation-related expenses on certain intellectual property and for general corporate purposes. | ||||||||||||
Under the terms of the purchase agreement, the investors purchased 669,726 shares of the Company’s common stock at a price of $4.53, which is equal to the 10-day average closing price of the Company’s common stock for the period ending on March 21, 2012. The shares issued at closing were subject to a lock-up period of one year from the date of issuance. See Note 5 - Fair Value for further details. | ||||||||||||
In addition to the common stock, investors received contractual rights to receive cash equal to 10% of any future litigation settlement related to the specified intellectual property, subject to a cap. In April 2013, the Economic Rights were settled for payment of $0.6 million. | ||||||||||||
July 2011 Underwritten Offering | ||||||||||||
On July 7, 2011, the Company closed an underwritten offering for an aggregate of 1,088,235 units, at an offering price of $9.52 per unit, for gross proceeds of approximately $10.4 million. Each unit consists of (i) one share of common stock and (ii) a five-year warrant to purchase 0.5 of a share of common stock at an exercise price of $9.52 per share, exercisable beginning six months after the date of issuance. The shares of common stock and warrants were immediately separable. As of December 31, 2013, all warrants issued to the investors in connection with this financing were outstanding and have been classified as equity. The transaction date fair value of the warrants of approximately $3.5 million was determined utilizing the Black-Scholes option pricing model utilizing the following assumptions: risk free interest rate — 1.74%, expected volatility - 99%, expected dividend yield - 0%, and a remaining contractual life of 5.00 years. Net proceeds of approximately $9.3 million, after underwriting discounts and commissions and other fees and expenses of approximately $1.1 million, were allocated based on relative transaction date fair values in the following manner: $6.8 million ($6.23 per share) and $2.5 million ($4.62 per warrant) to common shares and warrants, respectively. | ||||||||||||
October 2010 Private Placement | ||||||||||||
On October 7, 2010, the Company completed a private placement pursuant to which it sold approximately $15.2 million of its units to several institutional investors, for net proceeds of approximately $14.0 million. The units consist of one share of common stock and 0.5 of a warrant, with each whole warrant representing the right to purchase one share of common stock at an exercise price of $13.44 per share for a period of five years. As of December 31, 2013, all options and warrants issued to the investors are outstanding and have been classified as equity. The investors purchased a total of 1,189,027 units at a price of $12.78 per unit. The investors also had the right to acquire up to 594,513 additional units at a price of $11.69 per unit (for $6.9 million in gross proceeds) at any time up to nine months after closing or by July 6, 2011. As of July 6, 2011, the right to acquire the additional units lapsed. The transaction date fair value of the warrants and additional optional units was $5.1 million and $2.8 million, respectively. Net proceeds of approximately $14.0 million were allocated based on relative transaction date fair values in the following manner: $8.9 million ($7.49 per share), $3.3 million ($5.53 per warrant) and $1.8 million ($3.01 per optional unit) to common shares, warrants and the additional optional units, respectively. | ||||||||||||
January 2010 Registered Direct Financings | ||||||||||||
On January 25, 2010, the Company completed the sale of 335,714 units in a “registered direct” offering at a purchase price of $17.50 per unit to certain institutional investors of the Company for gross proceeds of approximately $5.9 million. Each unit consisted of one share of the Company’s common stock and one warrant to purchase 0.30 of one share of its common stock. The warrants have a five-year term from the date of issuance and are exercisable beginning six months from the date of issuance at an exercise price of $19.95 per share of common stock. As of December 31, 2013, warrants issued to the investors have been classified as equity. The transaction date fair value of the warrants of $1.0 million was determined utilizing the Black-Scholes option pricing model utilizing the following assumptions: risk free interest rate - 2.39%, expected volatility - 90%, expected dividend yield - 0%, and a remaining contractual life of 5.00 years. As of December 31, 2013, all the warrants are outstanding. Net proceeds of approximately $5.4 million were allocated based on relative transaction date fair values in the following manner: $4.5 million ($13.51 per share) to common shares and $0.9 million ($9.03 per warrant) to the warrants. | ||||||||||||
On January 13, 2010, the Company completed the sale of 407,143 units in a “registered direct” offering to certain institutional investors. Each unit was sold at a purchase price of $17.57 per unit and consists of one share of the Company’s common stock and one warrant to purchase 0.25 of one share of its common stock for gross proceeds of approximately $7.2 million. The warrants have a five-year term from the date of issuance and are exercisable beginning six months from the date of issuance at an exercise price of $22.82 per share of common stock. As of December 31, 2013, warrants issued to the investors have been classified as equity. The transaction date fair value of the warrants of $1.3 million was determined utilizing the Black-Scholes option pricing model utilizing the following assumptions: risk free interest rate - 2.55%, expected volatility - 90%, expected dividend yield - 0%, and a remaining contractual life of 5.00 years. As of December 31, 2013, all the warrants are outstanding. Net proceeds of approximately $6.5 million were allocated based on relative transaction date fair values in the following manner: $5.6 million ($13.65 per share) to common shares and $0.9 million ($9.24 per warrant) to the warrants. | ||||||||||||
July 2009 Registered Direct Financing | ||||||||||||
On July 29, 2009, the Company sold its securities to select institutional investors consisting of 571,429 units in a “registered direct” offering at a purchase price of $5.95 per unit. Each unit consisted of (i) one share of the Company’s common stock, (ii) one warrant to purchase 0.625 of one share of common stock (a “Series I Warrant”) and (iii) one warrant to purchase 0.1838805 of one share of common stock (a “Series II Warrant”). The Series I Warrants had a seven-month term from the date of issuance and were exercisable beginning six months from the date of issuance at an exercise price of $7.00 per share of common stock. During the first quarter of 2010, all of the Series I Warrants were exercised for $2.5 million. The Series II Warrants have a five-year term from the date of issuance and are exercisable beginning six months from the date of issuance at an exercise price of $7.00 per share of common stock. During the first quarter of 2010, 6,181 common shares were issued upon exercise of Series II Warrants with proceeds of $43,266. There were no exercises during the years ended December 31, 2012 or 2013. | ||||||||||||
The net proceeds to the Company from the sale of the units, after deducting for the placement agent’s fees and offering expenses, were approximately $2.9 million. As of December 31, 2013, the remaining Series II Warrants are outstanding and exercisable into 98,893 of the Company’s shares of common stock have been classified as equity. The transaction date fair value of the Series II Warrants of $0.6 million was determined utilizing the Black-Scholes option pricing model utilizing the following assumptions: risk free interest rate - 2.69%, expected volatility - 90%, expected dividend yield - 0%, and a remaining contractual life of 5.00 years. | ||||||||||||
December 2007 Committed Equity Financing Facility or CEFF | ||||||||||||
On December 10, 2007 and as amended on November 24, 2009, Cyclacel entered into a Committed Equity Financing Facility, or CEFF, with Kingsbridge, in which Kingsbridge committed to purchase the lesser of 583,513 shares of common stock or $60 million of common stock from Cyclacel over a three-year period. The CEFF lapsed on December 10, 2010. | ||||||||||||
During the year ended December 31, 2010, the Company sold 402,704 shares of its common stock to Kingsbridge under the CEFF, in consideration of aggregate proceeds of $4.9 million. | ||||||||||||
Common Stock Warrants Classified as Liabilities | ||||||||||||
In connection with the Company’s February 16, 2007 “registered direct” offering, the Company issued to investors warrants to purchase 151,773 shares of common stock. The warrants issued to the investors are being accounted for as a liability. At the date of the transaction, the fair value of the warrants of $6.8 million was determined utilizing the Black-Scholes option pricing model utilizing the following assumptions: risk free interest rate - 4.58%, expected volatility - 85%, expected dividend yield - 0%, and a remaining contractual life of 6.88 years. The value of the warrant is being remeasured each reporting period as a derivative gain or loss on the consolidated statement of operations until exercised or expiration. The Company determined that the warrants had no value at December 31, 2012 and 2013 because of the market price of the Company’s common stock compared to the exercise price of the warrants and the expiration of the warrants in February 2014. The Company recognized the change in the value of warrants of $0.6 million and $0.1 million as gains on the consolidated statements of operations for the years ended December 31, 2011 and 2012, respectively. There was no change in the value of warrants for the year ended December 31, 2013. | ||||||||||||
Summary of Outstanding Warrants | ||||||||||||
The following table summarizes information about warrants outstanding at December 31, 2013: | ||||||||||||
Issued in Connection With | Expiration | Common | Weighted | |||||||||
Date | Shares | Average | ||||||||||
Issuable | Exercise | |||||||||||
Price | ||||||||||||
February 2007 stock issuance | 2014 | 151,773 | $ | 59.08 | ||||||||
July 2009 Series II stock issuance | 2014 | 98,893 | $ | 7 | ||||||||
January 2010 stock issuance | 2015 | 101,785 | $ | 22.82 | ||||||||
January 2010 stock issuance | 2015 | 100,714 | $ | 19.95 | ||||||||
October 2010 stock issuance | 2015 | 594,513 | $ | 13.44 | ||||||||
July 2011 stock issuance | 2016 | 544,117 | $ | 9.52 | ||||||||
Total | 1,591,795 | $ | 17.06 | |||||||||
Exercise of Stock Options | ||||||||||||
During the year ended December 31, 2012, 33,351 shares of common stock were issued from the exercise of stock options resulting in proceeds of approximately $0.1 million. During the year ended December 31, 2013, there were no stock options exercised. |
StockBased_Compensation_Arrang
Stock-Based Compensation Arrangements | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stock-Based Compensation Arrangements | ' | ||||||||||||||||
Stock-Based Compensation Arrangements | ' | ||||||||||||||||
11 | Stock-Based Compensation Arrangements | ||||||||||||||||
ASC 718 requires compensation expense associated with share-based awards to be recognized over the requisite service period, which for the Company is the period between the grant date and the date the award vests or becomes exercisable. Most of the awards granted by the Company (and still outstanding), vest ratably over three to four years. Certain awards made to executive officers vest over three to five years, depending on the terms of their employment with the Company. | |||||||||||||||||
The Company recognizes all share-based awards under the straight-line attribution method. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company evaluates its forfeiture assumptions quarterly and the expected forfeiture rate is adjusted when necessary. Ultimately, the actual expense recognized over the vesting period is based on only those shares that vest. | |||||||||||||||||
Stock based compensation has been reported within expense line items on the consolidated statement of operations for 2011, 2012 and 2013 as shown in the following table (in $000s): | |||||||||||||||||
Year ended | Year ended | Year ended | |||||||||||||||
December 31, | December 31, | December 31, | |||||||||||||||
2011 | 2012 | 2013 | |||||||||||||||
Research and development | $ | 171 | $ | 71 | $ | 75 | |||||||||||
General and administrative | 669 | 266 | 282 | ||||||||||||||
Net (loss) income from discontinued operations | 42 | 43 | — | ||||||||||||||
Stock-based compensation costs before income taxes | $ | 882 | $ | 380 | $ | 357 | |||||||||||
2006 Plans | |||||||||||||||||
On March 16, 2006, Xcyte stockholders approved the adoption of the 2006 Plans, under which Cyclacel, may make equity incentive grants to its officers, employees, directors and consultants. At the Company’s annual shareholder meeting on May 23, 2012, the stockholders approved and amended the number of shares reserved under the 2006 Plan to 10,000,000 shares of the Company’s common stock, up from 5,200,000 shares. Stock option awards granted under the 2006 Plan have a maximum life of 10 years and generally vest over a four-year period from the date of grant. | |||||||||||||||||
The Company granted approximately 494,663 options to employees and directors with a grant date fair value of approximately $1.6 million, of which approximately $0.4 million has been recorded as compensation cost in the consolidated statement of operations for the year ended December 31, 2013. During 2012, the Company granted approximately 33,571 options to employees and directors with a grant date fair value of approximately $0.1 million, of which approximately $12,000 has been recorded as compensation cost for the year ended December 31, 2012. During 2011, the Company granted approximately 28,500 options to employees and directors with a grant date fair value of approximately $0.2 million, of which approximately $24,000 was expensed during the year ended December 31, 2011. The weighted average grant-date fair values of options granted during the year ended December 31, 2011, 2012, and 2013 were $8.05, $2.52, and $3.25, respectively. | |||||||||||||||||
As of December 31, 2013, the total remaining unrecognized compensation cost related to the non-vested stock options amounted to approximately $1.5 million, which will be amortized over the weighted-average remaining requisite service period of 2.83 years. | |||||||||||||||||
During the years ended December 31, 2011, 2012 and 2013, the Company did not settle any equity instruments with cash. | |||||||||||||||||
There were no stock option exercises during 2013. The Company received $0.1 million from the exercise of 33,351 options during 2012. The total intrinsic value of options exercised during 2012 was approximately $0.1 million. The Company received $3,000 from the exercise of 948 stock options during 2011. The total intrinsic value of options exercised during 2011 was approximately $7,000. No income tax benefits were recorded for the years ended December 2011, 2012 and 2013 because ASC 718 prohibits recognition of tax benefits for exercised stock options until such benefits are realized. The Company was not able to benefit from the deduction for exercised stock options for the years ended December 31, 2011, 2012 and 2013 because the Company incurred tax losses in each of those years. | |||||||||||||||||
Outstanding Options | |||||||||||||||||
A summary of the share option activity and related information is as follows: | |||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||||
Outstanding | Exercise | Remaining | Value ($000s) | ||||||||||||||
Price Per Share | Contractual | ||||||||||||||||
Term (Years) | |||||||||||||||||
Options outstanding at December 31, 2011 | 502,249 | $ | 26.11 | 6.44 | $ | 140 | |||||||||||
Granted | 33,571 | $ | 3.29 | ||||||||||||||
Exercised | (33,351 | ) | $ | 3.09 | |||||||||||||
Cancelled/forfeited | (39,446 | ) | $ | 20.21 | |||||||||||||
Options outstanding at December 31, 2012 | 463,023 | $ | 26.61 | 5.58 | $ | 347 | |||||||||||
Granted | 494,663 | $ | 4.22 | ||||||||||||||
Exercised | — | ||||||||||||||||
Cancelled/forfeited | (8,001 | ) | $ | 18.55 | |||||||||||||
Options outstanding at December 31, 2013 | 949,685 | $ | 15.02 | 7.38 | $ | 152 | |||||||||||
Unvested at December 31, 2013 | 528,754 | $ | 4.49 | 9.76 | $ | 50 | |||||||||||
Vested and exercisable at December 31, 2013 | 420,931 | $ | 28.25 | 4.4 | $ | 101 | |||||||||||
The fair value of the stock options granted is calculated using the Black-Scholes option-pricing model as prescribed by ASC 718 using the following assumptions: | |||||||||||||||||
Year ended | Year ended | Year ended | |||||||||||||||
December 31, | December 31, | December 31, | |||||||||||||||
2011 | 2012 | 2013 | |||||||||||||||
Expected term (years) | 5 — 6 | 6 | 5 —6 | ||||||||||||||
Risk free interest rate | 1.47 — 2.29% | 0.95% | 0.84% - 1.865% | ||||||||||||||
Volatility | 93 — 99% | 98% | 97—108% | ||||||||||||||
Expected dividend yield over expected term | 0.00% | 0.00% | 0.00% | ||||||||||||||
Resulting weighted average grant date fair value | $8.05 | $2.52 | $3.25 | ||||||||||||||
The expected term assumption was estimated using past history of early exercise behavior and expectations about future behaviors. Starting with the December 2010 annual grants to the Company’s employees, the Company relied exclusively on its historical volatility as an input to the option pricing model as management believes that this rate will be representative of future volatility over the expected term of the options. | |||||||||||||||||
Estimates of pre-vesting option forfeitures are based on the Company’s experience. Currently the Company uses a forfeiture rate of 0 — 30% depending on when and to whom the options are granted. The Company adjusts its estimate of forfeitures over the requisite service period based on the extent to which actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures are recognized through a cumulative adjustment in the period of change and may impact the amount of compensation expense to be recognized in future periods. | |||||||||||||||||
The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. During the years ended December 31, 2011, 2012 and 2013, the Company recognized an expense of $0.2 million, income of approximately $0.1 million, and expense of approximately $40,000, respectively, as a result of revised forfeiture rates. | |||||||||||||||||
The weighted average risk-free interest rate represents interest rate for treasury constant maturities published by the Federal Reserve Board. If the term of available treasury constant maturity instruments is not equal to the expected term of an employee option, Cyclacel uses the weighted average of the two Federal Reserve securities closest to the expected term of the employee option. | |||||||||||||||||
Restricted Stock Units | |||||||||||||||||
The Company issued 34,000 and 12,281 restricted stock units, each of which entitles the holders to receive a share of the Company’s common stock, to senior executives of the Company in December 2011, and to employees in January 2012 and February 2012. The 2011 and 2012 grants vest over three years. The Company issued 85,097 restricted stock units to employees during the year end December 31, 2013. The 2013 restricted stock units will vest upon the fulfillment of certain clinical and financial conditions and will terminate if they have not vested by December 31, 2014. The Company determined that the satisfaction of the vesting criteria was not probable at December 31, 2013 and, as a result, did not record any expense related to these awards for the year ended December 31, 2013. A restricted stock unit grant is accounted for at fair value at the date of grant which is equivalent to the market price of a share of the Company’s common stock, and an expense is recognized over the vesting term. As of December 31, 2013, the total remaining unrecognized compensation cost related to the non-vested restricted stock amounted to $0.1 million, which will be amortized over the weighted-average remaining requisite service period of 1.06 years. Summarized information for restricted stock units activity for the years ended December 31, 2012 and 2013 is as follows: | |||||||||||||||||
Restricted Stock | Weighted Average | ||||||||||||||||
Units | Grant | ||||||||||||||||
Date Value Per Share | |||||||||||||||||
Non-vested at December 31, 2011 | 36,463 | $ | 5.6 | ||||||||||||||
Granted | 12,281 | $ | 3.85 | ||||||||||||||
Forfeited | (6,904 | ) | $ | 4.99 | |||||||||||||
Vested | (2,463 | ) | $ | 3.08 | |||||||||||||
Non-vested at December 31, 2012 | 39,377 | $ | 5.34 | ||||||||||||||
Granted | 85,097 | $ | 5.71 | ||||||||||||||
Forfeited | (5,226 | ) | $ | 5 | |||||||||||||
Non-vested at December 31, 2013 | 119,248 | $ | 5.62 |
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended | ||
Dec. 31, 2013 | |||
Employee Benefit Plans | ' | ||
Employee Benefit Plans | ' | ||
12 | Employee Benefit Plans | ||
Pension Plan | |||
The Company operates a defined contribution group personal pension plan for all of its UK based employees. Company contributions to the plan totaled approximately $0.1 million for each of the years ended December 31, 2011, 2012 and 2013. | |||
401(k) Plan | |||
The 401(k) Plan provides for matching contributions by the Company in an amount equal to the lesser of 100% of the employee’s deferral or 6% of the U.S. employee’s qualifying compensation. The 401(k) Plan is intended to qualify under Section 401(k) of the Internal Revenue Code, so that contributions to the 401(k) Plan by employees or by the Company, and the investment earnings thereon, are not taxable to the employees until withdrawn. Company matching contributions are tax deductible by the Company when made. Company employees may elect to reduce their current compensation by up to the statutorily prescribed annual limit of $17,000 if under 50 years old and $22,500 if over 50 years old in 2012 and to have those funds contributed to the 401(k) Plan. For each of the years ended December 31, 2011, 2012 and 2013, the Company made contributions of approximately $0.1 million to the 401(k) Plan. |
Discontinued_Operations
Discontinued Operations | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Discontinued Operations | ' | ||||||||||||||||
Discontinued Operations | ' | ||||||||||||||||
13 | Discontinued Operations | ||||||||||||||||
On August 10, 2012, the Company entered into an agreement with Sinclair to terminate, effective September 30, 2012, the distribution agreements relating to the promotion and sale of Xclair®, Numoisyn® Lozenges and Numoisyn® Liquid. | |||||||||||||||||
Product revenue, cost of goods sold, and selling, general and administrative costs related to the promotion and sale of the Xclair®, Numoisyn® Liquid and Numoisyn® Lozenges have been reclassified from operating results from continuing operations to (loss) income from discontinued operations in the consolidated statement of operations for all periods presented as follows (in $000s): | |||||||||||||||||
Year ended | Year ended | Year ended | Period from | ||||||||||||||
December 31, | December 31, | December 31, | August 13, | ||||||||||||||
2011 | 2012 | 2013 | 1996 | ||||||||||||||
(inception) to | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | |||||||||||||||||
Product revenue | $ | 699 | $ | 583 | $ | — | $ | 3,604 | |||||||||
Cost of goods sold | (360 | ) | (293 | ) | — | (2,045 | ) | ||||||||||
Selling, general and administrative | (979 | ) | (607 | ) | — | (9,295 | ) | ||||||||||
Goodwill and intangible impairment | — | — | — | (5,187 | ) | ||||||||||||
Interest income | — | 32 | 91 | 123 | |||||||||||||
Interest expense | — | — | — | (110 | ) | ||||||||||||
Gain on termination of license agreement | — | 1,192 | — | 1,192 | |||||||||||||
(Loss) income from discontinued operations | (640 | ) | 907 | 91 | (11,718 | ) | |||||||||||
Income tax expense | — | (337 | ) | (34 | ) | (371 | ) | ||||||||||
(Loss) income from discontinued operations, net of tax | $ | (640 | ) | $ | 570 | $ | 57 | $ | (12,089 | ) | |||||||
The approximately $0.9 million present value of the estimated $1.0 million of minimum royalty payments the Company will receive over three years ending September 30, 2015 arising from the termination and settlement agreement and the recognition of approximately $0.3 million associated with a $0.3 million product returns provision liability for which an offsetting asset has been recorded based on our rights under the termination and settlement agreement resulted in a $1.2 million gain on termination of the distribution agreements for the year ended December 31, 2012. | |||||||||||||||||
The assets and liabilities associated with product promotion and sale have been classified within assets and liabilities of discontinued operations in the accompanying consolidated balance sheets (in $000s): | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2012 | 2013 | ||||||||||||||||
Current assets of discontinued operations: | |||||||||||||||||
Short term portion of minimum royalty arrangement receivable, net | $ | 536 | $ | 379 | |||||||||||||
Returns indemnification receivable | 325 | 260 | |||||||||||||||
Total current assets of discontinued operations | 861 | 639 | |||||||||||||||
Long-term assets of discontinued operations: | |||||||||||||||||
Long-term portion of minimum royalty arrangement receivable, net | 353 | 72 | |||||||||||||||
Total assets of discontinued operations | $ | 1,214 | $ | 711 | |||||||||||||
Current liabilities of discontinued operations: | |||||||||||||||||
Accounts payable | $ | 10 | $ | — | |||||||||||||
Returns provision | 325 | 260 | |||||||||||||||
Total current liabilities of discontinued operations | $ | 335 | $ | 260 |
Taxes
Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Taxes | ' | ||||||||||||
Taxes | ' | ||||||||||||
14 | Taxes | ||||||||||||
Loss from continuing operations before taxes is comprised of the following components for the years ended December 31, 2011, 2012 and 2013 (in $000s): | |||||||||||||
Year ended | Year ended | Year ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2011 | 2012 | 2013 | |||||||||||
Domestic | $ | 904 | $ | (2,009 | ) | $ | 1,132 | ||||||
Foreign | (16,072 | ) | (13,098 | ) | (13,012 | ) | |||||||
Loss from continuing operations before taxes | $ | (15,168 | ) | $ | (15,107 | ) | $ | (11,880 | ) | ||||
The benefit for income taxes from continuing operations consists of the following (in $000s): | |||||||||||||
Year ended | Year ended | Year ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2011 | 2012 | 2013 | |||||||||||
Current — domestic | $ | — | $ | — | $ | -25 | |||||||
Current — foreign | 565 | 1,014 | 1,695 | ||||||||||
Current — total | 565 | 1,014 | 1,670 | ||||||||||
Deferred — domestic | — | 337 | — | ||||||||||
Income tax benefit | $ | 565 | $ | 1,351 | $ | 1,670 | |||||||
The Company has incurred a taxable loss in each of the operating periods since incorporation. The income tax credits of $0.6 million, $1.4 million and $1.7 million for the years ended December 31, 2011, 2012 and 2013, respectively, represent UK research and development (“R&D”) tax credits receivable against such expenditures in the United Kingdom that are refundable. | |||||||||||||
A reconciliation of the (benefit) provision for income taxes from continuing operations with the amount computed by applying the statutory federal tax rate to loss from continuing operations before income taxes is as follows (in $000s): | |||||||||||||
Year ended | Year ended | Year ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2011 | 2012 | 2013 | |||||||||||
Loss from continuing operations before taxes | $ | (15,168 | ) | $ | (15,107 | ) | $ | (11,880 | ) | ||||
Income tax expense computed at statutory federal tax rate | (5,157 | ) | (5,136 | ) | (4,039 | ) | |||||||
Disallowed expenses and non-taxable income | (141 | ) | 176 | 62 | |||||||||
Loss surrendered to generate R&D credit | 1,372 | 3,025 | 4,833 | ||||||||||
Additional research and development tax relief | (2,260 | ) | (2,656 | ) | (4,418 | ) | |||||||
Change in valuation allowance | 2,952 | (579 | ) | 6,302 | |||||||||
Research and development tax credit rate difference | — | — | — | ||||||||||
Research and development true up | — | — | (4,530 | ) | |||||||||
Foreign items, including change in tax rates, and other | 2,669 | 3,819 | 120 | ||||||||||
$ | (565 | ) | $ | (1,351 | ) | $ | (1,670 | ) | |||||
Significant components of the Company’s deferred tax assets are shown below (in $000s): | |||||||||||||
December 31, | |||||||||||||
2012 | 2013 | ||||||||||||
Net operating loss carryforwards | $ | 42,399 | $ | 46,144 | |||||||||
Depreciation, amortization and impairment of property and equipment | 1,654 | 67 | |||||||||||
Stock options | 1,451 | 1,651 | |||||||||||
Accrued expenses | 3,389 | 3,373 | |||||||||||
Research and development credits | — | 4,530 | |||||||||||
Other | 45 | 82 | |||||||||||
Translation adjustment | 1,277 | 660 | |||||||||||
Deferred tax assets | 50,215 | 56,507 | |||||||||||
Valuation allowance for deferred tax assets | (50,215 | ) | (56,507 | ) | |||||||||
Net deferred taxes | $ | — | $ | — | |||||||||
Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting and tax purposes. A valuation allowance has been established, as realization of such assets is uncertain. | |||||||||||||
The Company’s management evaluated the positive and negative evidence bearing upon the realizability of its deferred assets, and has determined that, at present, the Company may not be able to recognize the benefits of the deferred tax assets under the more likely than not criteria. Accordingly, a valuation allowance of approximately $56.5 million has been established at December 31, 2013. The valuation allowance increased by approximately $6.3 million in 2013. | |||||||||||||
In certain circumstances, as specified in the Tax Reform Act of 1986, due to ownership changes, the Company’s ability to utilize its NOL carryforwards may be limited. The benefit of deductions from the exercise of stock options is included in the net operating loss (“NOL”) carryforwards. The benefit from these deductions will be recorded as a credit to additional paid-in capital if and when realized through a reduction of cash taxes. As of December 31, 2012 and 2013, the Company had federal NOLs of $19.2 million and $22.1 million and foreign NOLs of $153.4 million and $162.4 million, respectively. The Company has federal NOLs that will start to expire in 2027, and state NOLs totaling $21.3 million will start expiring in 2023. The Company’s foreign NOL’s do not expire under UK tax law. | |||||||||||||
Utilization of the NOLs may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of NOL and R&D credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. The Company completed a Section 382 study as of December 31, 2013 noting there was no ownership change since the Company’s formation. Management has evaluated all significant tax positions at December 31, 2012 and 2013 and concluded that there are no material uncertain tax positions. The Company would recognize both interest and penalties related to unrecognized benefits in income tax expense. The Company has not recorded any interest and penalties on any unrecognized tax benefits since its inception. | |||||||||||||
Tax years 2011, 2012 and 2013 remain open to examination by major taxing jurisdictions to which the Company is subject, which are primarily in the United Kingdom and the United States, as carryforward attributes generated in years past may still be adjusted upon examination by the United Kingdom’s H.M. Revenue & Customs, the Internal Revenue Service (“IRS”) or state tax authorities if they have or will be used in a future period. The Company is currently not under examination by the IRS or any other jurisdictions for any tax years. |
Geographic_Information
Geographic Information | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Geographic Information | ' | |||||||
Geographic Information | ' | |||||||
15. Geographic Information | ||||||||
Geographic information for the years ended December 31, 2011, 2012 and 2013 is as follows: | ||||||||
Year ended | Year ended | Year ended | ||||||
December 31, | December 31, | December 31, | ||||||
2011 | 2012 | 2013 | ||||||
$0 | $0 | $0 | ||||||
Revenue | ||||||||
United Kingdom | — | 69 | 1,084 | |||||
Total Revenue | — | 69 | 1,084 | |||||
Net loss | ||||||||
United States: | ||||||||
Continuing operations | 565 | (1,672 | ) | 1,114 | ||||
Discontinued operations | (640 | ) | 570 | 57 | ||||
Total United States | (75 | ) | (1,102 | ) | 1,171 | |||
United Kingdom | (15,168 | ) | (12,084 | ) | (11,324 | ) | ||
Total Net Loss | (15,243 | ) | (13,186 | ) | (10,153 | ) | ||
December 31, | ||||||||
2012 | 2013 | |||||||
$0 | $0 | |||||||
Total Assets | ||||||||
United States: | ||||||||
Continuing operations | 14,286 | 27,837 | ||||||
Discontinued operations | 1,214 | 711 | ||||||
Total United States | 15,500 | 28,548 | ||||||
United Kingdom | 3,854 | 6,972 | ||||||
Total Assets | 19,354 | 35,520 | ||||||
Long Lived Assets, net | ||||||||
United States: | ||||||||
Continuing operations | 25 | 5 | ||||||
Discontinued operations | — | — | ||||||
Total United States | 25 | 5 | ||||||
United Kingdom | 104 | 270 | ||||||
Total Long Lived Assets, net | 129 | 275 | ||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events | ' |
Subsequent Events | ' |
16. Subsequent Events | |
Preferred Stock Dividend | |
On March 17, 2014, the Company’s Board of Directors declared a quarterly cash dividend in the amount of $0.15 per share on the Company’s Preferred Stock with respect to the first quarter of 2014. The Company is expected to pay the dividend on May 1, 2014 to holders of record of the Preferred Stock as of the close of business on April 18, 2014. | |
The Board considered numerous factors in determining whether to declare the quarterly dividend, including the requisite financial analysis and determination of a surplus. While the Board will analyze the advisability of the declaration of dividends in future quarters, there is no assurance that future quarterly dividends will be declared. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||
Use of Estimates | ' | ||||||||||||
Use of Estimates | |||||||||||||
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and related disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical estimates include product returns reserve percentages and inputs used to determine stock-based compensation expense and the fair value of financial instruments, such as the Economic Rights and other liabilities measured at fair value. Cyclacel reviews its estimates on an ongoing basis. The estimates are based on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results may differ from these estimates. Cyclacel believes the judgments and estimates required by the following accounting policies to be significant in the preparation of the Company’s consolidated financial statements. | |||||||||||||
Risks and Uncertainties | ' | ||||||||||||
Risks and Uncertainties | |||||||||||||
Drug candidates developed by the Company typically will require approvals or clearances from the FDA or other international regulatory agencies prior to commercialize sales. There can be no assurance that the Company’s drug candidates will receive any of the required approvals or clearances. If the Company was denied approval or clearance or such approval was delayed, or is unable to obtain the necessary financing to complete development and approval, there will be a material adverse impact on the Company’s financial condition and results of operations. | |||||||||||||
Foreign Currency and Currency Translation | ' | ||||||||||||
Foreign Currency and Currency Translation | |||||||||||||
Transactions that are denominated in a foreign currency are remeasured into the functional currency at the current exchange rate on the date of the transaction. Any foreign currency-denominated monetary assets and liabilities are subsequently remeasured at current exchange rates, with gains or losses recognized as foreign exchange (losses) gains in the statement of operations. | |||||||||||||
The assets and liabilities of the Company’s international subsidiary are translated from its functional currency into United States dollars at exchange rates prevailing at the balance sheet date. Average rates of exchange during the period are used to translate the statement of operations, while historical rates of exchange are used to translate any equity transactions. | |||||||||||||
Translation adjustments arising on consolidation due to differences between average rates and balance sheet rates, as well as unrealized foreign exchange gains or losses arising from translation of intercompany loans that are of a long-term-investment nature, are recorded in other comprehensive income. | |||||||||||||
Segments | ' | ||||||||||||
Segments | |||||||||||||
After considering its business activities and geographic reach, the Company has concluded that it operates in just one operating segment being the discovery, development and commercialization of novel, mechanism-targeted drugs to treat cancer and other serious disorders, with development operations in two geographic areas, namely the United States and the United Kingdom. | |||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||
Cash and Cash Equivalents | |||||||||||||
Cash equivalents are stated at cost, which is substantially the same as fair value. The Company considers all highly liquid investments with an original maturity of three months or less at the time of initial purchase to be cash equivalents and categorizes such investments as held to maturity. The objectives of the Company’s cash management policy are to safeguard and preserve funds, to maintain liquidity sufficient to meet Cyclacel’s cash flow requirements and to attain a market rate of return. | |||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||
Fair Value of Financial Instruments | |||||||||||||
Financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities, common stock warrants, financial instruments associated with stock purchase agreements, and other arrangements. The carrying amounts of cash and cash equivalents, accounts payable, and accrued liabilities approximate their respective fair values due to the nature of the accounts, notably their short maturities. The Economic Rights obligation, liability-classified warrants, financial instruments associated with stock purchase agreements, and certain other liabilities are measured at fair value using applicable inputs as described in Note 5 - Fair Value. | |||||||||||||
Property, Plant and Equipment | ' | ||||||||||||
Property, Plant and Equipment | |||||||||||||
The components of property, plant and equipment are stated at cost and depreciated on a straight-line basis over the estimated useful lives of the related assets, which are generally three to five years. Amortization of leasehold improvements is performed using the straight-line method over the shorter of the remaining lease term or the estimated useful life of the related assets, currently between five and fifteen years. Upon sale or retirement of assets, the costs and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss on sale is reflected as a component of operating income or loss. Expenditures for maintenance and repairs are charged to operating expenses as incurred. | |||||||||||||
During the year ended December 31, 2011, the Company sold fixed assets totaling approximately $6,000. During the year ended December 31, 2012, the Company sold fully depreciated assets for proceeds of approximately $0.1 million and there were no fixed assets sold during the year ended December 31, 2013. | |||||||||||||
Impairment of Long-lived Assets | ' | ||||||||||||
Impairment of Long-lived Assets | |||||||||||||
The Company reviews property, plant and equipment for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company assesses the recoverability of the potentially affected long-lived assets by determining whether the carrying value of such assets can be recovered through undiscounted future operating cash flows. | |||||||||||||
Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset (or asset group) exceeds its fair value. | |||||||||||||
Revenue Recognition | ' | ||||||||||||
Revenue Recognition | |||||||||||||
Grant revenues from government agencies and private research foundations are recognized as the related qualified research and development costs are incurred, up to the limit of the prior approval funding amounts. Grant revenues are not refundable. | |||||||||||||
In prior periods, certain of the Company’s revenues were earned from collaborative agreements. The Company recognized revenue when persuasive evidence of an arrangement existed; delivery occurred or services were rendered; the fee was fixed or determinable; and collectability was reasonably assured. Determination of whether these criteria have been met was based on management’s judgments regarding the nature of the research performed, the substance of the milestones met relative to those the Company that were still to be performed, and the collectability of any related fees. Should changes in conditions cause management to determine these criteria are not met for certain future transactions, revenue recognized for any reporting period could be adversely affected. | |||||||||||||
Also in prior periods, research and development revenues were earned under agreements with third parties for contract research and development activities. Such revenues were recorded as the related services were performed. Milestone payments were non-refundable and recognized as revenue when earned, as evidenced by achievement of the specified milestones and the absence of ongoing performance obligations. Any amounts received in advance of performance were recorded as deferred revenue. None of the revenues recognized to date are refundable if the relevant research effort is not successful. | |||||||||||||
Clinical Trial Accounting | ' | ||||||||||||
Clinical Trial Accounting | |||||||||||||
Data management and monitoring of the Company’s clinical trials are performed with the assistance of contract research organizations, or CROs, or clinical research associates, or CRAs, in accordance with the Company’s standard operating procedures. Typically, CROs and some CRAs bill monthly for services performed, and others bill based upon milestones achieved. For outstanding amounts, the Company accrues unbilled clinical trial expenses based on estimates of the level of services performed each period. Costs of setting up clinical trial sites for participation in the trials are expensed immediately as research and development expenses. Clinical trial costs related to patient enrollment are accrued as patients are entered into and progress through the trial. Any initial payment made to the clinical trial site is recognized upon execution of the clinical trial agreements and expensed as research and development expenses. | |||||||||||||
Research and Development Expenditures | ' | ||||||||||||
Research and Development Expenditures | |||||||||||||
Research and development expenses consist primarily of costs associated with the Company’s product candidates, upfront fees, milestones, compensation and other expenses for research and development personnel, supplies and development materials, costs for consultants and related contract research, facility costs and depreciation. Expenditures relating to research and development are expensed as incurred. | |||||||||||||
Patent Costs | ' | ||||||||||||
Patent Costs | |||||||||||||
Patent prosecution costs are charged to operations as incurred as recoverability of such expenditure is uncertain. | |||||||||||||
Leased Assets | ' | ||||||||||||
Leased Assets | |||||||||||||
The costs of operating leases are charged to operations on a straight-line basis over the lease term. | |||||||||||||
Income Taxes | ' | ||||||||||||
Income Taxes | |||||||||||||
The Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. | |||||||||||||
The Company applies the accounting guidance codified in ASC 740 “Income taxes” (“ASC 740”) related to accounting for uncertainty in income taxes. ASC 740 specifies the accounting the accounting for uncertainty in income taxes recognized in a company’s financial statements by prescribing a minimum probability threshold a tax position is required to meet before being recognized in the financial statements. | |||||||||||||
Credit is taken in the accounting period for research and development tax credits, which will be claimed from H. M. Revenue & Customs, the United Kingdom’s taxation and customs authority, in respect of qualifying research and development costs incurred in the same accounting period. | |||||||||||||
Net Loss Per Common Share | ' | ||||||||||||
Net Loss Per Common Share | |||||||||||||
The Company calculates net loss per common share in accordance with ASC 260 “Earnings Per Share” (“ASC 260”). Basic and diluted net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period. The Company’s potentially dilutive shares, which include outstanding common stock options, restricted stock, restricted stock units, convertible preferred stock and common stock warrants, have not been included in the computation of diluted net loss per share for all periods as the result would be anti-dilutive. | |||||||||||||
Year ended | Year ended | Year ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2011 | 2012 | 2013 | |||||||||||
Stock options | 502,249 | 463,023 | 949,685 | ||||||||||
Restricted Stock Units | 38,089 | 39,377 | 119,248 | ||||||||||
Convertible preferred stock | 73,747 | 73,747 | 20,381 | ||||||||||
Contingently issuable shares and common stock warrants associated with Economic Rights | — | 440,375 | — | ||||||||||
Common stock warrants | 1,973,431 | 1,973,427 | 1,591,795 | ||||||||||
Total shares excluded from calculation | 2,587,516 | 2,989,949 | 2,618,109 | ||||||||||
Fair Value Measurements | ' | ||||||||||||
Fair Value Measurements | |||||||||||||
Inputs used to determine fair value of financial and non-financial assets and liabilities are categorized using a fair value hierarchy that prioritizes observable and unobservable inputs into three broad levels, from Level 1, for quoted prices (unadjusted) in active markets for identical assets or liabilities, to Level 3, for unobservable inputs (see Note 5 — Fair Value). Management reviews the categorization of fair value inputs on a periodic basis and may determine that it is necessary to transfer an input from one level of the fair value hierarchy to another based on changes in events or circumstances, such as a change in the observability of an input. Any such transfer will be recognized at the end of the reporting period. | |||||||||||||
Stock-based Compensation | ' | ||||||||||||
Stock-based Compensation | |||||||||||||
The Company grants stock options, restricted stock units and restricted stock to officers, employees and directors under the Amended and Restated Equity Incentive Plan (“2006 Plan”), which was approved on March 16, 2006, as amended on May 21, 2007, and subsequently amended and restated on April 14, 2008. Under the 2006 Plan, the Company has granted various types of awards, which are described more fully in Note 11 - Stock-Based Compensation Arrangements. The Company accounts for these awards under ASC 718 “Compensation — Stock Compensation” (“ASC 718”). | |||||||||||||
ASC 718 requires measurement of compensation cost for all stock-based awards at fair value on date of grant and recognition of compensation over the requisite service period for awards expected to vest. The fair value of restricted stock and restricted stock units is determined based on the number of shares granted and the quoted price of the Company’s common stock on the date of grant. The determination of grant-date fair value for stock option awards is estimated using the Black-Scholes model, which includes variables such as the expected volatility of the Company’s share price, the anticipated exercise behavior of employees, interest rates, and dividend yields. These variables are projected based on historical data, experience, and other factors. Changes in any of these variables could result in material adjustments to the expense recognized for share-based payments. Such value is recognized as expense over the requisite service period, net of estimated forfeitures, using the straight-line attribution method. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from current estimates, such amounts are recorded as a cumulative adjustment in the period estimates are revised. The Company considers many factors when estimating expected forfeitures, including type of awards granted, employee class, and historical experience. Actual results and future estimates may differ substantially from current estimates. | |||||||||||||
Comprehensive Income (Loss) | ' | ||||||||||||
Comprehensive Income (Loss) | |||||||||||||
In accordance with ASC 220 “Comprehensive Income” (“ASC 220”), all components of comprehensive income (loss), including net income (loss), are reported in the financial statements in the period in which they are recognized. Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net income (loss) and other comprehensive income (loss), including foreign currency translation adjustments, are reported, net of any related tax effect, to arrive at comprehensive income (loss). No taxes were recorded on items of other comprehensive income. | |||||||||||||
Recent Accounting Pronouncements Not Yet Effective | ' | ||||||||||||
Recent Accounting Pronouncements Not Yet Effective | |||||||||||||
In July 2013, the FASB issued guidance relating to the presentation of an unrecognized tax benefit when a net operating loss carryforward (“NOL”), a similar tax loss, or a tax credit carryforward exists. The guidance states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a NOL, a similar tax loss, or a tax credit carryforward, except to the extent it is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. | |||||||||||||
In March 2013, the FASB issued guidance relating to certain foreign currency matters. This guidance clarifies the parent company’s accounting for the cumulative translation adjustment when a reporting entity ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity or of an investment in a foreign entity. The guidance is effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. | |||||||||||||
In February 2013, the FASB issued guidance relating to obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. This provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date, except for obligations addressed within existing guidance in GAAP. The guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The guidance should be applied retrospectively to all prior periods presented for those obligations resulting from joint and several liability arrangements that exist at the beginning of an entity’s fiscal year of adoption. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||
Schedule of antidilutive shares excluded from computation of diluted net loss per share | ' | ||||||||||||
Year ended | Year ended | Year ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2011 | 2012 | 2013 | |||||||||||
Stock options | 502,249 | 463,023 | 949,685 | ||||||||||
Restricted Stock Units | 38,089 | 39,377 | 119,248 | ||||||||||
Convertible preferred stock | 73,747 | 73,747 | 20,381 | ||||||||||
Contingently issuable shares and common stock warrants associated with Economic Rights | — | 440,375 | — | ||||||||||
Common stock warrants | 1,973,431 | 1,973,427 | 1,591,795 | ||||||||||
Total shares excluded from calculation | 2,587,516 | 2,989,949 | 2,618,109 |
Cash_and_Cash_Equivalents_Tabl
Cash and Cash Equivalents (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Cash and Cash Equivalents | ' | ||||||||
Summary of cash and cash equivalents | ' | ||||||||
December 31, | |||||||||
2012 | 2013 | ||||||||
Cash | $ | 4,090 | $ | 4,670 | |||||
Investments with original maturity of less than three months at the time of purchase | 12,322 | 26,476 | |||||||
Total cash and cash equivalents | $ | 16,412 | $ | 31,146 |
Fair_Value_Tables
Fair Value (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value | ' | ||||||||||||||||
Schedule of financial assets and liabilities measured on a recurring basis | ' | ||||||||||||||||
The fair value of the Company’s financial assets and liabilities that are measured on a recurring basis were determined using the following inputs as of December 31, 2012 (in $000s): | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
ASSETS | |||||||||||||||||
Cash equivalents | $ | 5,523 | $ | 6,799 | $ | — | $ | 12,322 | |||||||||
Financial instrument associated with stock purchase agreement | — | — | — | — | |||||||||||||
Total assets | $ | 5,523 | $ | 6,799 | $ | — | $ | 12,322 | |||||||||
LIABILITIES | |||||||||||||||||
Economic rights | $ | — | $ | — | $ | 1,120 | $ | 1,120 | |||||||||
Other liabilities measured at fair value: | |||||||||||||||||
Warrants liability | $ | — | $ | — | $ | — | $ | — | |||||||||
Scottish Enterprise agreement | — | — | 20 | 20 | |||||||||||||
Other liabilities measured at fair value | — | — | 20 | 20 | |||||||||||||
Total liabilities | $ | — | $ | — | $ | 1,140 | $ | 1,140 | |||||||||
The fair value of the Company’s financial assets and liabilities that are measured on a recurring basis were determined using the following inputs as of December 31, 2013 (in $000s): | |||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
$0 | $0 | $0 | $0 | ||||||||||||||
ASSETS | |||||||||||||||||
Cash equivalents | $ | 26,476 | $ | — | $ | — | $ | 26,476 | |||||||||
Financial instrument associated with stock purchase agreement | — | 397 | — | 397 | |||||||||||||
Total assets | $ | 26,476 | $ | 397 | $ | — | $ | 26,873 | |||||||||
LIABILITIES | |||||||||||||||||
Other liabilities measured at fair value: | |||||||||||||||||
Warrants liability | $ | — | $ | — | $ | — | $ | — | |||||||||
Scottish Enterprise agreement | — | — | 20 | 20 | |||||||||||||
Other liabilities measured at fair value | — | — | 20 | 20 | |||||||||||||
Total liabilities | $ | — | $ | — | $ | 20 | $ | 20 | |||||||||
Schedule of reconciliation of the beginning and ending balance of Level 3 inputs | ' | ||||||||||||||||
Level 3 | |||||||||||||||||
Balance as of December 31, 2012 | $ | 1,140 | |||||||||||||||
Change in valuation of Economic Rights | (570 | ) | |||||||||||||||
Movement of valuation of Economic Rights from Level 3 to Level 2 | (550 | ) | |||||||||||||||
Balance as of December 31, 2013 | $ | 20 |
Prepaid_Expenses_and_Other_Cur1
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Prepaid Expenses and Other Current Assets [Abstarct] | ' | ||||||||
Schedule of prepaid expenses and other current assets | ' | ||||||||
December 31, | |||||||||
2012 | 2013 | ||||||||
Research and development tax credit receivable | $ | 1,033 | $ | 1,744 | |||||
Prepayments | 358 | 427 | |||||||
Grant receivable | — | 357 | |||||||
Sales tax receivable | 45 | 209 | |||||||
Deposits | 153 | 132 | |||||||
Other current assets | 10 | 519 | |||||||
$ | 1,599 | $ | 3,388 |
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Property, Plant and Equipment | ' | ||||||||||
Schedule of property, plant and equipment | ' | ||||||||||
Useful lives in years from | December 31, | ||||||||||
date of acquisition | 2012 | 2013 | |||||||||
Leasehold improvements | 5 to 15 years | $ | 867 | $ | 922 | ||||||
Research and laboratory equipment | 3 to 5 years | 5,519 | 5,668 | ||||||||
Office equipment and furniture | 3 to 5 years | 1,325 | 1,338 | ||||||||
7,711 | 7,928 | ||||||||||
Less: accumulated depreciation and amortization | (7,582 | ) | (7,653 | ) | |||||||
$ | 129 | $ | 275 |
Accrued_and_Other_Current_Liab1
Accrued and Other Current Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accrued and Other Current Liabilities | ' | ||||||||
Schedule of accrued and other current liabilities | ' | ||||||||
December 31, | |||||||||
2012 | 2013 | ||||||||
Accrued research and development | $ | 3,623 | $ | 3,565 | |||||
Accrued legal and professional fees | 1,118 | 265 | |||||||
Other current liabilities | 860 | 842 | |||||||
$ | 5,601 | $ | 4,672 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments and Contingencies | ' | ||||
Schedule of the Company's contractual obligations and commitments relating to its facilities leases | ' | ||||
Operating | |||||
Lease | |||||
Obligations | |||||
2014 | $ | 499 | |||
2015 | 585 | ||||
2016 | 585 | ||||
2017 | 456 | ||||
2018 | 431 | ||||
Thereafter | 2,867 | ||||
Total | $ | 5,423 |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Stockholders' Equity | ' | |||||||||||
Schedule of redemption prices per share | ' | |||||||||||
Year from November 1, 2012 to October 31, 2013 | $ | 10.12 | ||||||||||
Year from November 1, 2013 to October 31, 2014 | $ | 10.06 | ||||||||||
November 1, 2014 and thereafter | $ | 10 | ||||||||||
Schedule of conversion of convertible preferred stock | ' | |||||||||||
Year ended | ||||||||||||
December 31, | ||||||||||||
2013 | ||||||||||||
Preferred shares exchanged | 877,869 | |||||||||||
Common shares issued: | ||||||||||||
At stated convertible option | 53,366 | |||||||||||
Incremental shares issued under the exchange transaction | 1,631,105 | |||||||||||
Total common shares issued | 1,684,471 | |||||||||||
Schedule of warrants outstanding | ' | |||||||||||
Issued in Connection With | Expiration | Common | Weighted | |||||||||
Date | Shares | Average | ||||||||||
Issuable | Exercise | |||||||||||
Price | ||||||||||||
February 2007 stock issuance | 2014 | 151,773 | $ | 59.08 | ||||||||
July 2009 Series II stock issuance | 2014 | 98,893 | $ | 7 | ||||||||
January 2010 stock issuance | 2015 | 101,785 | $ | 22.82 | ||||||||
January 2010 stock issuance | 2015 | 100,714 | $ | 19.95 | ||||||||
October 2010 stock issuance | 2015 | 594,513 | $ | 13.44 | ||||||||
July 2011 stock issuance | 2016 | 544,117 | $ | 9.52 | ||||||||
Total | 1,591,795 | $ | 17.06 |
StockBased_Compensation_Arrang1
Stock-Based Compensation Arrangements (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Stock-Based Compensation Arrangements | ' | ||||||||||||||||
Schedule of stock based compensation expense | ' | ||||||||||||||||
Year ended | Year ended | Year ended | |||||||||||||||
December 31, | December 31, | December 31, | |||||||||||||||
2011 | 2012 | 2013 | |||||||||||||||
Research and development | $ | 171 | $ | 71 | $ | 75 | |||||||||||
General and administrative | 669 | 266 | 282 | ||||||||||||||
Net (loss) income from discontinued operations | 42 | 43 | — | ||||||||||||||
Stock-based compensation costs before income taxes | $ | 882 | $ | 380 | $ | 357 | |||||||||||
Schedule of stock option activity | ' | ||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Options | Average | Average | Intrinsic | ||||||||||||||
Outstanding | Exercise | Remaining | Value ($000s) | ||||||||||||||
Price Per Share | Contractual | ||||||||||||||||
Term (Years) | |||||||||||||||||
Options outstanding at December 31, 2011 | 502,249 | $ | 26.11 | 6.44 | $ | 140 | |||||||||||
Granted | 33,571 | $ | 3.29 | ||||||||||||||
Exercised | (33,351 | ) | $ | 3.09 | |||||||||||||
Cancelled/forfeited | (39,446 | ) | $ | 20.21 | |||||||||||||
Options outstanding at December 31, 2012 | 463,023 | $ | 26.61 | 5.58 | $ | 347 | |||||||||||
Granted | 494,663 | $ | 4.22 | ||||||||||||||
Exercised | — | ||||||||||||||||
Cancelled/forfeited | (8,001 | ) | $ | 18.55 | |||||||||||||
Options outstanding at December 31, 2013 | 949,685 | $ | 15.02 | 7.38 | $ | 152 | |||||||||||
Unvested at December 31, 2013 | 528,754 | $ | 4.49 | 9.76 | $ | 50 | |||||||||||
Vested and exercisable at December 31, 2013 | 420,931 | $ | 28.25 | 4.4 | $ | 101 | |||||||||||
Schedule of assumptions for stock option grants to employees and directors | ' | ||||||||||||||||
Year ended | Year ended | Year ended | |||||||||||||||
December 31, | December 31, | December 31, | |||||||||||||||
2011 | 2012 | 2013 | |||||||||||||||
Expected term (years) | 5 — 6 | 6 | 5 —6 | ||||||||||||||
Risk free interest rate | 1.47 — 2.29% | 0.95% | 0.84% - 1.865% | ||||||||||||||
Volatility | 93 — 99% | 98% | 97—108% | ||||||||||||||
Expected dividend yield over expected term | 0.00% | 0.00% | 0.00% | ||||||||||||||
Resulting weighted average grant date fair value | $8.05 | $2.52 | $3.25 | ||||||||||||||
Schedule of restricted stock units activity | ' | ||||||||||||||||
Restricted Stock | Weighted Average | ||||||||||||||||
Units | Grant | ||||||||||||||||
Date Value Per Share | |||||||||||||||||
Non-vested at December 31, 2011 | 36,463 | $ | 5.6 | ||||||||||||||
Granted | 12,281 | $ | 3.85 | ||||||||||||||
Forfeited | (6,904 | ) | $ | 4.99 | |||||||||||||
Vested | (2,463 | ) | $ | 3.08 | |||||||||||||
Non-vested at December 31, 2012 | 39,377 | $ | 5.34 | ||||||||||||||
Granted | 85,097 | $ | 5.71 | ||||||||||||||
Forfeited | (5,226 | ) | $ | 5 | |||||||||||||
Non-vested at December 31, 2013 | 119,248 | $ | 5.62 | ||||||||||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Discontinued Operations | ' | ||||||||||||||||
Schedule of assets and liabilities, and product revenue, cost of goods sold and selling, general and administrative costs of discontinued operations | ' | ||||||||||||||||
Year ended | Year ended | Year ended | Period from | ||||||||||||||
December 31, | December 31, | December 31, | August 13, | ||||||||||||||
2011 | 2012 | 2013 | 1996 | ||||||||||||||
(inception) to | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | |||||||||||||||||
Product revenue | $ | 699 | $ | 583 | $ | — | $ | 3,604 | |||||||||
Cost of goods sold | (360 | ) | (293 | ) | — | (2,045 | ) | ||||||||||
Selling, general and administrative | (979 | ) | (607 | ) | — | (9,295 | ) | ||||||||||
Goodwill and intangible impairment | — | — | — | (5,187 | ) | ||||||||||||
Interest income | — | 32 | 91 | 123 | |||||||||||||
Interest expense | — | — | — | (110 | ) | ||||||||||||
Gain on termination of license agreement | — | 1,192 | — | 1,192 | |||||||||||||
(Loss) income from discontinued operations | (640 | ) | 907 | 91 | (11,718 | ) | |||||||||||
Income tax expense | — | (337 | ) | (34 | ) | (371 | ) | ||||||||||
(Loss) income from discontinued operations, net of tax | $ | (640 | ) | $ | 570 | $ | 57 | $ | (12,089 | ) | |||||||
December 31, | December 31, | ||||||||||||||||
2012 | 2013 | ||||||||||||||||
Current assets of discontinued operations: | |||||||||||||||||
Short term portion of minimum royalty arrangement receivable, net | $ | 536 | $ | 379 | |||||||||||||
Returns indemnification receivable | 325 | 260 | |||||||||||||||
Total current assets of discontinued operations | 861 | 639 | |||||||||||||||
Long-term assets of discontinued operations: | |||||||||||||||||
Long-term portion of minimum royalty arrangement receivable, net | 353 | 72 | |||||||||||||||
Total assets of discontinued operations | $ | 1,214 | $ | 711 | |||||||||||||
Current liabilities of discontinued operations: | |||||||||||||||||
Accounts payable | $ | 10 | $ | — | |||||||||||||
Returns provision | 325 | 260 | |||||||||||||||
Total current liabilities of discontinued operations | $ | 335 | $ | 260 | |||||||||||||
Taxes_Tables
Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Taxes | ' | ||||||||||||
Schedule of components of (loss) gain before taxes from continuing operations | ' | ||||||||||||
Year ended | Year ended | Year ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2011 | 2012 | 2013 | |||||||||||
Domestic | $ | 904 | $ | (2,009 | ) | $ | 1,132 | ||||||
Foreign | (16,072 | ) | (13,098 | ) | (13,012 | ) | |||||||
Loss from continuing operations before taxes | $ | (15,168 | ) | $ | (15,107 | ) | $ | (11,880 | ) | ||||
Schedule of benefit for income taxes from continuing operations | ' | ||||||||||||
Year ended | Year ended | Year ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2011 | 2012 | 2013 | |||||||||||
Current — domestic | $ | — | $ | — | $ | -25 | |||||||
Current — foreign | 565 | 1,014 | 1,695 | ||||||||||
Current — total | 565 | 1,014 | 1,670 | ||||||||||
Deferred — domestic | — | 337 | — | ||||||||||
Income tax benefit | $ | 565 | $ | 1,351 | $ | 1,670 | |||||||
Schedule of reconciliation of the (benefit) provision for income taxes from continuing operations with the amount computed by applying the statutory federal tax rate to loss before income taxes | ' | ||||||||||||
Year ended | Year ended | Year ended | |||||||||||
December 31, | December 31, | December 31, | |||||||||||
2011 | 2012 | 2013 | |||||||||||
Loss from continuing operations before taxes | $ | (15,168 | ) | $ | (15,107 | ) | $ | (11,880 | ) | ||||
Income tax expense computed at statutory federal tax rate | (5,157 | ) | (5,136 | ) | (4,039 | ) | |||||||
Disallowed expenses and non-taxable income | (141 | ) | 176 | 62 | |||||||||
Loss surrendered to generate R&D credit | 1,372 | 3,025 | 4,833 | ||||||||||
Additional research and development tax relief | (2,260 | ) | (2,656 | ) | (4,418 | ) | |||||||
Change in valuation allowance | 2,952 | (579 | ) | 6,302 | |||||||||
Research and development tax credit rate difference | — | — | — | ||||||||||
Research and development true up | — | — | (4,530 | ) | |||||||||
Foreign items, including change in tax rates, and other | 2,669 | 3,819 | 120 | ||||||||||
$ | (565 | ) | $ | (1,351 | ) | $ | (1,670 | ) | |||||
Schedule of significant components of the entity's deferred tax assets | ' | ||||||||||||
December 31, | |||||||||||||
2012 | 2013 | ||||||||||||
Net operating loss carryforwards | $ | 42,399 | $ | 46,144 | |||||||||
Depreciation, amortization and impairment of property and equipment | 1,654 | 67 | |||||||||||
Stock options | 1,451 | 1,651 | |||||||||||
Accrued expenses | 3,389 | 3,373 | |||||||||||
Research and development credits | — | 4,530 | |||||||||||
Other | 45 | 82 | |||||||||||
Translation adjustment | 1,277 | 660 | |||||||||||
Deferred tax assets | 50,215 | 56,507 | |||||||||||
Valuation allowance for deferred tax assets | (50,215 | ) | (56,507 | ) | |||||||||
Net deferred taxes | $ | — | $ | — | |||||||||
Geographic_Information_Tables
Geographic Information (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Geographic Information | ' | |||||||
Schedule of geographic information | ' | |||||||
Year ended | Year ended | Year ended | ||||||
December 31, | December 31, | December 31, | ||||||
2011 | 2012 | 2013 | ||||||
$0 | $0 | $0 | ||||||
Revenue | ||||||||
United Kingdom | — | 69 | 1,084 | |||||
Total Revenue | — | 69 | 1,084 | |||||
Net loss | ||||||||
United States: | ||||||||
Continuing operations | 565 | (1,672 | ) | 1,114 | ||||
Discontinued operations | (640 | ) | 570 | 57 | ||||
Total United States | (75 | ) | (1,102 | ) | 1,171 | |||
United Kingdom | (15,168 | ) | (12,084 | ) | (11,324 | ) | ||
Total Net Loss | (15,243 | ) | (13,186 | ) | (10,153 | ) | ||
December 31, | ||||||||
2012 | 2013 | |||||||
$0 | $0 | |||||||
Total Assets | ||||||||
United States: | ||||||||
Continuing operations | 14,286 | 27,837 | ||||||
Discontinued operations | 1,214 | 711 | ||||||
Total United States | 15,500 | 28,548 | ||||||
United Kingdom | 3,854 | 6,972 | ||||||
Total Assets | 19,354 | 35,520 | ||||||
Long Lived Assets, net | ||||||||
United States: | ||||||||
Continuing operations | 25 | 5 | ||||||
Discontinued operations | — | — | ||||||
Total United States | 25 | 5 | ||||||
United Kingdom | 104 | 270 | ||||||
Total Long Lived Assets, net | 129 | 275 | ||||||
Organization_of_the_Company_De
Organization of the Company (Details) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Nature of Operations | ' |
Grant awarded from UK Government's Biomedical Catalyst | $1.50 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | 209 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
Segment | Country | |||
Country | ||||
Segments | ' | ' | ' | ' |
Number of operating segments | 1 | ' | ' | ' |
Number of geographic areas for development operations | 2 | ' | ' | 2 |
Property, plant and equipment | ' | ' | ' | ' |
Fixed assets sold | ' | ' | $6,000 | ' |
Proceeds from sale of property, plant and equipment | ' | $62,000 | $5,000 | $225,000 |
Property, plant and equipment | Minimum | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' |
Estimated useful life | '3 years | ' | ' | ' |
Property, plant and equipment | Maximum | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' |
Estimated useful life | '5 years | ' | ' | ' |
Leasehold improvements | Minimum | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' |
Estimated useful life | '5 years | ' | ' | ' |
Leasehold improvements | Maximum | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' |
Estimated useful life | '15 years | ' | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Product sales | ' |
Nonrefundable revenue recognized | $0 |
Taxes recorded on items of other comprehensive income | $0 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 3) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Net loss per common share | ' | ' | ' |
Total shares excluded from calculation | 2,618,109 | 2,989,949 | 2,587,516 |
Stock options | ' | ' | ' |
Net loss per common share | ' | ' | ' |
Total shares excluded from calculation | 949,685 | 463,023 | 502,249 |
Restricted Stock Units | ' | ' | ' |
Net loss per common share | ' | ' | ' |
Total shares excluded from calculation | 119,248 | 39,377 | 38,089 |
Convertible preferred stock | ' | ' | ' |
Net loss per common share | ' | ' | ' |
Total shares excluded from calculation | 20,381 | 73,747 | 73,747 |
Contingently issuable common stock and common stock warrants associated with Economic Rights | ' | ' | ' |
Net loss per common share | ' | ' | ' |
Total shares excluded from calculation | ' | 440,375 | ' |
Common stock warrants | ' | ' | ' |
Net loss per common share | ' | ' | ' |
Total shares excluded from calculation | 1,591,795 | 1,973,427 | 1,973,431 |
Significant_Contracts_Details
Significant Contracts (Details) (Daiichi Sankyo, USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Apr. 30, 2011 | Dec. 31, 2013 | Jul. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 |
Minimum | Minimum | Maximum | |||
Country | |||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' |
Up-front fee and certain past reimbursements | $1.60 | ' | ' | ' | ' |
Future milestone payments payable | ' | $10 | ' | ' | ' |
Period for which royalties will be paid following the first commercial sale of licensed products in the country | ' | '10 years | ' | ' | ' |
Notice period for termination of license by the entity for technical, scientific, efficacy, safety, or commercial reasons | ' | '6 months | ' | ' | ' |
Notice period for termination of license after launch of a sapacitabine-based product by the entity, or by either party for material default | ' | '12 months | ' | ' | ' |
Number of countries for which regulatory approval is required by September 2011 to sell sapacitabine as per termination right waived after amendment to the agreement | ' | ' | 1 | ' | ' |
Percentage of increase in royalty due on future net sales of sapacitabine after amendment | ' | ' | ' | 1.25% | 1.50% |
Cash_and_Cash_Equivalents_Deta
Cash and Cash Equivalents (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
In Thousands, unless otherwise specified | ||||
Cash and Cash Equivalents | ' | ' | ' | ' |
Cash | $4,670 | $4,090 | ' | ' |
Investments with original maturity of less than three months at the time of purchase | 26,476 | 12,322 | ' | ' |
Total cash and cash equivalents | $31,146 | $16,412 | $24,449 | $29,495 |
Fair_Value_Details
Fair Value (Details) (Recurring basis, USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Level 1 | ' | ' |
ASSETS | ' | ' |
Cash equivalents | $26,476,000 | $5,523,000 |
Financial instrument associated with stock purchase agreement | ' | ' |
Total assets | 26,476,000 | 5,523,000 |
Other liabilities measured at fair value: | ' | ' |
Warrants Liability | ' | ' |
Scottish Enterprise agreement | ' | ' |
Other liabilities measured at fair value | ' | ' |
Total liabilities | ' | ' |
Level 2 | ' | ' |
ASSETS | ' | ' |
Cash equivalents | ' | 6,799,000 |
Financial instrument associated with stock purchase agreement | 397,000 | ' |
Total assets | 397,000 | 6,799,000 |
Other liabilities measured at fair value: | ' | ' |
Warrants Liability | ' | ' |
Scottish Enterprise agreement | ' | ' |
Other liabilities measured at fair value | ' | ' |
Total liabilities | ' | ' |
Level 3 | ' | ' |
ASSETS | ' | ' |
Cash equivalents | ' | ' |
Financial instrument associated with stock purchase agreement | ' | ' |
Total assets | ' | ' |
LIABILITIES | ' | ' |
Economic rights | ' | 1,120,000 |
Other liabilities measured at fair value: | ' | ' |
Warrants Liability | ' | ' |
Scottish Enterprise agreement | 20,000 | 20,000 |
Other liabilities measured at fair value | 20,000 | 20,000 |
Total liabilities | 20,000 | 1,140,000 |
Total | ' | ' |
ASSETS | ' | ' |
Cash equivalents | 26,476,000 | 12,322,000 |
Financial instrument associated with stock purchase agreement | 397,000 | ' |
Total assets | 26,873,000 | 12,322,000 |
LIABILITIES | ' | ' |
Economic rights | ' | 1,120,000 |
Other liabilities measured at fair value: | ' | ' |
Warrants Liability | ' | ' |
Scottish Enterprise agreement | 20,000 | 20,000 |
Other liabilities measured at fair value | 20,000 | 20,000 |
Total liabilities | $20,000 | $1,140,000 |
Fair_Value_Details_2
Fair Value (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Economic Rights | ||
Reconciliation of the beginning and ending balance of Level 3 inputs | ' | ' | ' |
Balance at the beginning of the period | $20 | $1,140 | ' |
Change in valuation of liability | ' | ' | -570 |
Movement of valuation of liability from Level 3 to Level 2 | ' | ' | -550 |
Balance at the end of the period | $20 | $1,140 | ' |
Fair_Value_Details_3
Fair Value (Details 3) (USD $) | 12 Months Ended | 209 Months Ended | 11 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Nov. 14, 2013 | Dec. 31, 2013 | Apr. 30, 2013 | Mar. 22, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Apr. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 28, 2007 | Dec. 31, 2012 | Dec. 31, 2011 | |
Purchase Agreement | Purchase Agreement | Definitive Agreement | Economic Rights | Economic Rights | Economic Rights | Economic Rights | Economic Rights | Economic Rights | Economic Rights | Warrants | Warrants | Warrants | ||||
Aspire Capital Fund, LLC | Aspire Capital Fund, LLC | Celgene Corporation | Minimum | Maximum | Definitive Agreement | Definitive Agreement | Definitive Agreement | |||||||||
Fair value measurements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued under purchase agreement | ' | ' | ' | 511,509 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price for shares issued under purchase agreement | $9,126,000 | $1,418,000 | ' | $2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares committed to purchase | ' | ' | ' | 3,042,038 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of common stock purchase agreement | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of financial instrument | ' | ' | ' | 500,000 | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease in the fair value of the Purchase Agreement | ' | ' | ' | ' | -100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount to be paid as percentage of future litigation settlement amount received | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
One-time payment received for patent related uses | ' | ' | ' | ' | ' | 5,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment made to economic right holder | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' |
Fair value of the liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' |
Change in valuation of Economic Rights | 570,000 | -23,000 | 547,000 | ' | ' | ' | ' | ' | ' | ' | ' | -600,000 | ' | ' | ' | ' |
Warrants Liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of the warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,800,000 | 0 | ' |
Risk free interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.68% | ' | ' |
Expected volatility (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 75.00% | ' | ' | ' | 85.00% | ' | ' |
Expected dividend yield (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' |
Contractual life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | ' | ' |
Expected term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 month 17 days | ' |
Change in fair value of warrants | ' | ' | ' | ' | ' | ' | ' | $570,000 | ' | ' | ' | ' | ' | ' | $100,000 | $600,000 |
Fair_Value_Details_4
Fair Value (Details 4) (Scottish Enterprise Agreement) | 1 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2009 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Jan. 06, 2010 | Jan. 06, 2010 | Dec. 31, 2009 | Jul. 02, 2009 | Jul. 02, 2009 | Jun. 22, 2009 | Jun. 22, 2009 | |
Tranche | USD ($) | GBP (£) | USD ($) | GBP (£) | USD ($) | GBP (£) | USD ($) | USD ($) | GBP (£) | USD ($) | GBP (£) | |
Scottish Enterprise Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum guaranteed amount potentially due to SE | ' | $6,600,000 | ' | $6,500,000 | £ 4,000,000 | ' | ' | $8,000,000 | ' | ' | ' | £ 5,000,000 |
Modified payment for which parties agreed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,700,000 | 1,000,000 |
Number of tranches in which modified payment will be paid | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount paid | ' | ' | ' | ' | ' | 800,000 | 500,000 | ' | 800,000 | 500,000 | ' | ' |
Potential amount to be paid if staffing levels reduced below the prescribed levels | ' | 6,300,000 | 3,800,000 | 6,100,000 | 3,800,000 | ' | ' | ' | ' | ' | ' | ' |
Fair value of the liability | ' | $20,000 | ' | $20,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Expected volatility (as a percent) | ' | 30.00% | 30.00% | 30.00% | 30.00% | ' | ' | ' | ' | ' | ' | ' |
Probability of falling below a minimum staffing level within prescribed time period (as a percent) | ' | 1.00% | 1.00% | 1.00% | 1.00% | ' | ' | ' | ' | ' | ' | ' |
Prepaid_Expenses_and_Other_Cur2
Prepaid Expenses and Other Current Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Prepaid Expenses and Other Current Assets [Abstarct] | ' | ' |
Research and development tax credit receivable | $1,744 | $1,033 |
Prepayments | 427 | 358 |
Grant receivable | 357 | ' |
Sales tax receivable | 209 | 45 |
Deposits | 132 | 153 |
Other current assets | 519 | 10 |
Total prepaid expenses and other current assets | $3,388 | $1,599 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Leasehold improvements | Leasehold improvements | Leasehold improvements | Leasehold improvements | Research and laboratory equipment | Research and laboratory equipment | Research and laboratory equipment | Research and laboratory equipment | Office equipment and furniture | Office equipment and furniture | Office equipment and furniture | Office equipment and furniture | ||
Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | |||||||||
Property, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Useful lives in years from date of acquisition | ' | ' | ' | ' | '5 years | '15 years | ' | ' | '3 years | '5 years | ' | ' | '3 years | '5 years |
Property, plant and equipment, gross | $7,928 | $7,711 | $922 | $867 | ' | ' | $5,668 | $5,519 | ' | ' | $1,338 | $1,325 | ' | ' |
Less: accumulated depreciation and amortization | -7,653 | -7,582 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Net | $275 | $129 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property_Plant_and_Equipment_D1
Property, Plant and Equipment (Details 2) (USD $) | 12 Months Ended | 209 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
Depreciation and amortization | ' | ' | ' | ' |
Depreciation and amortization expense | $70,000 | $60,000 | $241,000 | $12,685,000 |
Assets held under capital lease arrangements | $0 | $0 | ' | $0 |
Accrued_and_Other_Current_Liab2
Accrued and Other Current Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accrued and Other Current Liabilities | ' | ' |
Accrued research and development | $3,565 | $3,623 |
Accrued legal and professional fees | 265 | 1,118 |
Other current liabilities | 842 | 860 |
Total | $4,672 | $5,601 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Operating Lease Obligations | ' |
2014 | $499 |
2015 | 585 |
2016 | 585 |
2017 | 456 |
2018 | 431 |
Thereafter | 2,867 |
Total | $5,423 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details 2) (USD $) | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2013 | 31-May-11 | Oct. 31, 2000 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Leases, related disclosures | ' | ' | ' | ' | ' | ' |
Rent expense, net | ' | ' | ' | $800,000 | $600,000 | $600,000 |
Lease term for research and development facility | ' | ' | '25 years | ' | ' | ' |
Term of sublease | '1 year | ' | ' | ' | ' | ' |
Sublease income recognized | ' | ' | ' | $23,000 | ' | ' |
Extended term of lease for office space | ' | '5 years | ' | ' | ' | ' |
Commitments_and_Contingencies_3
Commitments and Contingencies (Details 3) (USD $) | 12 Months Ended | 209 Months Ended | 1 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Apr. 30, 2013 | |
Celgene Corporation | ||||
Definitive Agreement | ||||
Preferred Dividends | ' | ' | ' | ' |
Dividend rate (as a percent) | 6.00% | ' | ' | ' |
Accrued and unpaid dividends in arrears on preferred stock | $600,000 | $2,300,000 | ' | ' |
Accrued and unpaid dividends in arrears on preferred stock per share (in dollars per share) | $1.90 | $1.90 | ' | ' |
Commitments And Contingencies [Line Items] | ' | ' | ' | ' |
One-time payment received for patent related uses | ' | ' | ' | 5,500,000 |
Gain on sale of patents | $5,500,000 | ' | $5,500,000 | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | Dec. 31, 2013 |
Year from November 1, 2012 to October 31, 2013 | ' |
Stockholders' equity | ' |
Redemption price per share (in dollars per share) | $10.12 |
Year from November 1, 2013 to October 31, 2014 | ' |
Stockholders' equity | ' |
Redemption price per share (in dollars per share) | $10.06 |
November 1, 2014 and thereafter | ' |
Stockholders' equity | ' |
Redemption price per share (in dollars per share) | $10 |
Stockholders_Equity_Details_2
Stockholders' Equity (Details 2) (USD $) | 12 Months Ended | 209 Months Ended | 0 Months Ended | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Aug. 02, 2010 | Dec. 31, 2013 | Dec. 31, 2013 |
Preferred stock | Preferred stock | Preferred stock | |||||
Director | Director | Minimum | |||||
Conversion_rate | Series | ||||||
Quarter | |||||||
Stockholders' equity | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares issued | 335,273 | 335,273 | 1,213,142 | ' | ' | 335,273 | ' |
Preferred stock, shares outstanding | 335,273 | 335,273 | 1,213,142 | ' | ' | 335,273 | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | ' | ' | $10 | ' |
Dividend rate (as a percent) | 6.00% | ' | ' | ' | ' | 6.00% | ' |
Liquidation preference (in dollars per share) | ' | ' | ' | ' | ' | $10 | ' |
Number of shares to be issued for each preferred stock upon conversion | ' | ' | ' | ' | ' | 0.06079 | ' |
Conversion price (in dollars per share) | ' | ' | ' | ' | ' | $164.50 | ' |
Shares reserved for future issuance upon conversion | ' | ' | ' | ' | ' | 20,381 | ' |
Number of series of Preferred Stock | ' | ' | ' | ' | ' | ' | 1 |
Closing price of stock (in dollars per share) | ' | ' | ' | ' | ' | ' | $246.75 |
Percentage of the closing sales price of the entity's common stock that the conversion price must exceed in order for the preferred stock to be convertible | ' | ' | ' | ' | ' | 150.00% | ' |
Number of trading days within 30 trading days in which the closing price of the entity's common stock must exceed the conversion price for the preferred stock to be convertible | ' | ' | ' | ' | ' | ' | '20 days |
Number of trading days during which the closing price of the entity's common stock must exceed the conversion price for at least 20 days in order for the preferred stock to be convertible | ' | ' | ' | ' | ' | '30 days | ' |
Number of trading days prior to notice of automatic conversion | ' | ' | ' | ' | ' | '5 days | ' |
Number of quarters in which no preferred stock dividends have been paid | ' | ' | ' | ' | ' | 6 | ' |
Number of Board of Directors to be elected by Preferred Stock holders if entity fails to pay dividends on Preferred Stock | ' | ' | ' | ' | ' | 2 | ' |
Number of Board of Directors elected by the Preferred Stock holders when the entity failed to pay dividends on Preferred Stock | ' | ' | ' | ' | 2 | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | 6.00% | ' |
Debt principal amount per share, basis for exchange (in dollars per share) | ' | ' | ' | ' | ' | $10 | ' |
Debt instrument, term | ' | ' | ' | ' | ' | '25 years | ' |
Number of shares of Preferred Stock exchanged for common stock | ' | ' | 0 | 0 | ' | ' | ' |
Deemed dividends recorded | $9,027 | $12,542 | ' | ' | ' | ' | ' |
Stockholders_Equity_Details_3
Stockholders' Equity (Details 3) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2010 | |
Preferred stock | ' | ' |
Conversion of Convertible Preferred Stock | ' | ' |
Preferred shares exchanged (in shares) | 877,869 | ' |
Common stock | ' | ' |
Common shares issued: | ' | ' |
At stated convertible option (in shares) | 53,366 | ' |
Incremental shares issued under the exchange transaction (in shares) | 1,631,105 | ' |
Total common shares issued (in shares) | 1,684,471 | 236,514 |
Stockholders_Equity_Details_4
Stockholders' Equity (Details 4) (USD $) | 1 Months Ended | 8 Months Ended | 9 Months Ended | 12 Months Ended | 209 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||||||||||
Apr. 30, 2013 | Mar. 31, 1997 | Dec. 31, 2003 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2007 | Dec. 31, 2004 | Mar. 31, 2003 | Mar. 31, 2002 | Mar. 31, 2000 | Mar. 31, 1998 | Dec. 31, 2013 | Dec. 31, 2003 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2007 | Dec. 31, 2004 | Mar. 31, 2002 | Mar. 31, 2000 | Mar. 31, 1998 | Feb. 16, 2007 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 14, 2012 | Dec. 14, 2012 | Dec. 14, 2012 | Dec. 31, 2012 | Dec. 14, 2012 | 16-May-13 | 21-May-13 | Mar. 22, 2012 | Mar. 22, 2012 | Jul. 07, 2011 | Dec. 31, 2013 | Jul. 07, 2011 | Jul. 07, 2011 | Oct. 07, 2010 | Dec. 31, 2013 | Oct. 07, 2010 | Oct. 07, 2010 | Oct. 07, 2010 | Jan. 25, 2010 | Dec. 31, 2013 | Jan. 25, 2010 | Jan. 25, 2010 | Jan. 13, 2010 | Dec. 31, 2013 | Jan. 13, 2010 | Jan. 13, 2010 | Jul. 29, 2009 | Dec. 31, 2013 | Jul. 29, 2009 | Jul. 29, 2009 | Jul. 29, 2009 | Mar. 31, 2010 | Jul. 29, 2009 | Mar. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Nov. 24, 2009 | Dec. 31, 2010 | |
Common stock | Common stock | Common stock | Common stock | Common stock | Common stock | Common stock | Common stock | Common stock | Common stock | Common stock | Common stock warrants | Common stock warrants | Common stock warrants | November 2013 stock issuance | November 2013 stock issuance | December 2012 stock issuance | December 2012 stock issuance | December 2012 stock issuance | May 2013 sale of common stock | May 2013 sale of common stock | March 2012 Sale of Common Stock and Economic Rights | March 2012 Sale of Common Stock and Economic Rights | July 2011 stock issuance | July 2011 stock issuance | July 2011 stock issuance | July 2011 stock issuance | October 2010 stock issuance | October 2010 stock issuance | October 2010 stock issuance | October 2010 stock issuance | October 2010 stock issuance | January 2010 stock issuance, one | January 2010 stock issuance, one | January 2010 stock issuance, one | January 2010 stock issuance, one | January 2010 stock issuance, two | January 2010 stock issuance, two | January 2010 stock issuance, two | January 2010 stock issuance, two | July 2009 Series II stock issuance | July 2009 Series II stock issuance | July 2009 Series II stock issuance | July 2009 Series II stock issuance | July 2009 Series II stock issuance | July 2009 Series II stock issuance | July 2009 Series II stock issuance | July 2009 Series II stock issuance | July 2009 Series II stock issuance | July 2009 Series II stock issuance | July 2009 Series II stock issuance | December 2007 CEFF | December 2007 CEFF | ||||||||||||||||
Common stock | Common stock | Common stock | Common stock | Common stock | Common stock | Warrants | Common stock | Warrants | Additional optional units | Common stock | Warrants | Common stock | Warrants | Common stock | Warrants | Series I Warrant | Series I Warrant | Series II Warrant | Series II Warrant | Series II Warrant | Series II Warrant | Series II Warrant | Common stock | Common stock | ||||||||||||||||||||||||||||||||||||||||||||
Aspire Capital Fund, LLC | Maximum | Aspire Capital Fund, LLC | Aspire Capital Fund, LLC | Maximum | Kingsbridge | Kingsbridge | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Aspire Capital Fund, LLC | Aspire Capital Fund, LLC | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issued under purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,133,401 | 233,530 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 511,509 | ' | 158,982 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price for shares issued under purchase agreement | ' | ' | ' | $9,126,000 | $1,418,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,000,000 | ' | $1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares committed to purchase | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,042,038 | ' | ' | 1,455,787 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of common stock purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock purchase agreement, purchase commitment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,000,000 | ' | ' | 19,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued for non-cash consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 166,105 | ' | 74,548 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares committed for sale under agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,666,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | ' | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Offering price per unit (in dollars per unit) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3 | $3 | ' | $4.53 | $9.52 | ' | ' | $9.52 | $12.78 | ' | ' | ' | $11.69 | $17.50 | ' | ' | ' | $17.57 | ' | ' | ' | $5.95 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares sold (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 215,755 | 6,833,334 | ' | 1,088,235 | 742,857 | 571,429 | 607,095 | 61,510 | 779 | 76,984 | 38,111 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,833,334 | ' | 669,726 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 402,704 |
Number of share sold that were subject to the underwriters' over-allotment option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 166,667 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from sale of common stock, net of certain fees and expenses | ' | 1,000 | 27,635,000 | 19,006,000 | ' | 9,272,000 | 11,897,000 | 2,847,000 | 33,357,000 | 8,541,000 | ' | ' | 12,717,000 | 4,217,000 | ' | ' | 6,000 | ' | 1,000 | 1,000 | 1,000 | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash consideration associated with stock purchase agreement | ' | ' | ' | 98,000 | 423,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 521,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,900,000 | 9,300,000 | ' | 6,800,000 | 2,500,000 | 14,000,000 | ' | 8,900,000 | 3,300,000 | 1,800,000 | 5,400,000 | ' | 4,500,000 | 900,000 | 6,500,000 | ' | 5,600,000 | 900,000 | ' | ' | ' | 2,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | 4,900,000 |
Number of days used to calculate average closing price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount to be paid as percentage of future litigation settlement amount received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lock-up period from the date of issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Units issued (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,088,235 | ' | ' | ' | 1,189,027 | ' | ' | ' | ' | 335,714 | ' | ' | ' | 407,143 | ' | ' | ' | 571,429 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,400,000 | ' | ' | ' | 15,200,000 | ' | ' | ' | 6,900,000 | 5,900,000 | ' | ' | ' | 7,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock for each capital unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | 1 | ' | ' | ' | ' | 1 | ' | ' | ' | 1 | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | '5 years | ' | ' | ' | ' | '5 years | ' | ' | ' | '5 years | ' | ' | ' | ' | '7 months | ' | '5 years | ' | ' | ' | ' | ' | ' |
Number of common stock purchase warrants for each capital unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.5 | ' | ' | ' | 1 | ' | ' | ' | ' | 1 | ' | ' | ' | 1 | ' | ' | ' | ' | 1 | ' | 1 | ' | ' | ' | ' | ' | ' |
Exercise price of warrants (in dollars per share) | ' | ' | ' | 17.06 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17.06 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.52 | ' | ' | ' | 13.44 | ' | 13.44 | ' | ' | 22.82 | ' | 19.95 | ' | 19.95 | ' | 22.82 | ' | 7 | ' | ' | 7 | ' | 7 | ' | ' | ' | ' | ' | ' |
Period from which warrants or rights are exercisable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 months | ' | ' | ' | ' | '9 months | ' | ' | ' | '6 months | ' | ' | ' | '6 months | ' | ' | ' | ' | '6 months | ' | '6 months | ' | ' | ' | ' | ' | ' |
Warrants outstanding | ' | ' | ' | 1,591,795 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,591,795 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 544,117 | ' | ' | ' | 594,513 | ' | ' | ' | ' | 101,785 | ' | ' | ' | 100,714 | ' | ' | ' | 98,893 | ' | ' | ' | ' | ' | ' | 98,893 | ' | ' | ' | ' |
Transaction date fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,500,000 | ' | ' | ' | 5,100,000 | 2,800,000 | ' | ' | ' | 1,000,000 | ' | ' | ' | 1,300,000 | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' |
Risk free interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.58% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.74% | ' | ' | ' | ' | ' | ' | ' | ' | 2.39% | ' | ' | ' | 2.55% | ' | ' | ' | ' | ' | ' | 2.69% | ' | ' | ' | ' | ' | ' |
Expected volatility (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 99.00% | ' | ' | ' | ' | ' | ' | ' | ' | 90.00% | ' | ' | ' | 90.00% | ' | ' | ' | ' | ' | ' | 90.00% | ' | ' | ' | ' | ' | ' |
Expected dividend yield (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' |
Contractual life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 years 10 months 17 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' |
Underwriting discounts and commissions and other fees and expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds per share (in dollars per share/warrant/unit) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6.23 | $4.62 | ' | ' | $7.49 | $5.53 | $3.01 | ' | ' | $13.51 | $9.03 | ' | ' | $13.65 | $9.24 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common shares that can be acquired upon exercise of each warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.5 | ' | ' | ' | ' | 0.3 | ' | ' | ' | 0.25 | ' | ' | ' | ' | 0.625 | ' | 0.1838805 | ' | ' | ' | ' | ' | ' |
Number of additional units that can be acquired upon exercise of right | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 151,773 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 594,513 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from exercise of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | 43,266 | ' | ' | ' | ' | ' |
Stock issued upon exercise of warrants (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 374,038 | ' | ' | 3,233 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,181 | 0 | 0 | 0 | ' | ' |
Number of common shares committed to be purchased | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 583,513 | ' |
Value of common shares committed to be purchased | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000,000 | ' |
Period over which common shares are committed to be purchased | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' |
Change in value of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gains on change in value of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Economic Rights settled for payments | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of Stock Options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock option exercised (in shares) | ' | ' | ' | ' | 33,351 | 948 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 936 | ' | ' | ' | ' | ' | 3,644 | ' | ' | 324 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from exercise of stock options | ' | ' | $115,000 | ' | $100,000 | $3,000 | ' | ' | $163,000 | ' | $12,000 | $106,000 | $40,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Details_5
Stockholders' Equity (Details 5) | Dec. 31, 2013 |
Warrants outstanding | ' |
Warrants outstanding | 1,591,795 |
Weighted Average Exercise Price (in dollars per share) | 17.06 |
February 2007 stock issuance | ' |
Warrants outstanding | ' |
Warrants outstanding | 151,773 |
Weighted Average Exercise Price (in dollars per share) | 59.08 |
July 2009 Series II stock issuance | ' |
Warrants outstanding | ' |
Warrants outstanding | 98,893 |
Weighted Average Exercise Price (in dollars per share) | 7 |
January 2010 stock issuance, one | ' |
Warrants outstanding | ' |
Warrants outstanding | 101,785 |
Weighted Average Exercise Price (in dollars per share) | 22.82 |
January 2010 stock issuance, two | ' |
Warrants outstanding | ' |
Warrants outstanding | 100,714 |
Weighted Average Exercise Price (in dollars per share) | 19.95 |
October 2010 stock issuance | ' |
Warrants outstanding | ' |
Warrants outstanding | 594,513 |
Weighted Average Exercise Price (in dollars per share) | 13.44 |
July 2011 stock issuance | ' |
Warrants outstanding | ' |
Warrants outstanding | 544,117 |
Weighted Average Exercise Price (in dollars per share) | 9.52 |
StockBased_Compensation_Arrang2
Stock-Based Compensation Arrangements (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Minimum | ' |
Stock-based compensation | ' |
Vesting period | '3 years |
Maximum | ' |
Stock-based compensation | ' |
Vesting period | '4 years |
Executive officers | Minimum | ' |
Stock-based compensation | ' |
Vesting period | '3 years |
Executive officers | Maximum | ' |
Stock-based compensation | ' |
Vesting period | '5 years |
StockBased_Compensation_Arrang3
Stock-Based Compensation Arrangements (Details 1) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Stock-based compensation | ' | ' | ' |
Stock-based compensation costs before income taxes | $357,000 | $380,000 | $882,000 |
Research and development | ' | ' | ' |
Stock-based compensation | ' | ' | ' |
Stock-based compensation costs before income taxes | 75,000 | 71,000 | 171,000 |
General and administrative | ' | ' | ' |
Stock-based compensation | ' | ' | ' |
Stock-based compensation costs before income taxes | 282,000 | 266,000 | 669,000 |
Net (loss) income from discontinued operations | ' | ' | ' |
Stock-based compensation | ' | ' | ' |
Stock-based compensation costs before income taxes | ' | $43,000 | $42,000 |
StockBased_Compensation_Arrang4
Stock-Based Compensation Arrangements (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Number of Options Outstanding | ' | ' | ' |
Exercised (in shares) | ' | -33,351 | -948 |
Stock options | ' | ' | ' |
Number of Options Outstanding | ' | ' | ' |
Options outstanding at the beginning of the period (in shares) | 463,023 | 502,249 | ' |
Granted (in shares) | 494,663 | 33,571 | ' |
Exercised (in shares) | ' | -33,351 | -948 |
Cancelled / forfeited (in shares) | -8,001 | -39,446 | ' |
Options outstanding at the end of the period (in shares) | 949,685 | 463,023 | 502,249 |
Unvested at December 31, 2013 | 528,754 | ' | ' |
Vested and exercisable at December 31, 2013 | 420,931 | ' | ' |
Weighted Average Exercise Price Per Share | ' | ' | ' |
Options outstanding at the beginning of the period (in dollars per share) | $26.61 | $26.11 | ' |
Granted (in dollars per share) | $4.22 | $3.29 | ' |
Exercised (in dollars per share) | ' | $3.09 | ' |
Cancelled / forfeited (in dollars per share) | $18.55 | $20.21 | ' |
Options outstanding at the end of the period (in dollars per share) | $15.02 | $26.61 | $26.11 |
Unvested at the end of the period (in dollars per share) | $4.49 | ' | ' |
Vested and exercisable at the end of the period (in dollars per share) | $28.25 | ' | ' |
Weighted Average Remaining Contractual Term (Years) | ' | ' | ' |
Options outstanding | '7 years 4 months 17 days | '6 years 5 months 9 days | ' |
Unvested at the end of the period | '9 years 9 months 4 days | ' | ' |
Vested and exercisable at the end of the period | '4 years 4 months 24 days | '5 years 6 months 29 days | ' |
Aggregate Intrinsic Value | ' | ' | ' |
Options outstanding | $152 | $140 | ' |
Unvested at the end of the period | 50 | ' | ' |
Vested and exercisable at the end of the period | $101 | $347 | ' |
StockBased_Compensation_Arrang5
Stock-Based Compensation Arrangements (Details 3) (Stock options, USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Fair value of the stock options granted calculated using Black-Scholes option-pricing model assumptions | ' | ' | ' |
Expected term | ' | '6 years | ' |
Risk free interest rate (as a percent) | ' | 0.95% | ' |
Volatility (as a percent) | ' | 98.00% | ' |
Expected dividend yield over expected term (as a percent) | 0.00% | 0.00% | 0.00% |
Resulting weighted average grant fair value (in dollars per share) | $3.25 | $2.52 | $8.05 |
Minimum | ' | ' | ' |
Fair value of the stock options granted calculated using Black-Scholes option-pricing model assumptions | ' | ' | ' |
Expected term | '5 years | ' | '5 years |
Risk free interest rate (as a percent) | 0.84% | ' | 1.47% |
Volatility (as a percent) | 97.00% | ' | 93.00% |
Maximum | ' | ' | ' |
Fair value of the stock options granted calculated using Black-Scholes option-pricing model assumptions | ' | ' | ' |
Expected term | '6 years | ' | '6 years |
Risk free interest rate (as a percent) | 1.87% | ' | 2.29% |
Volatility (as a percent) | 108.00% | ' | 99.00% |
StockBased_Compensation_Arrang6
Stock-Based Compensation Arrangements (Details 4) (USD $) | 12 Months Ended | 209 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | 23-May-12 | |
Stock-based compensation | ' | ' | ' | ' | ' |
Number of shares reserved for issuance | ' | ' | ' | ' | 10,000,000 |
Number of shares reserved for issuance before amendment | ' | ' | ' | ' | 5,200,000 |
Compensation cost | $357,000 | $380,000 | $882,000 | ' | ' |
Cash proceeds | ' | 94,000 | 3,000 | 267,000 | ' |
Stock option exercised (in shares) | ' | 33,351 | 948 | ' | ' |
Stock options | ' | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' | ' |
Expiration period | '10 years | ' | ' | ' | ' |
Vesting period | '4 years | ' | ' | ' | ' |
Weighted average grant-date fair value (in dollars per share) | $3.25 | $2.52 | $8.05 | ' | ' |
Total remaining unrecognized compensation cost | 1,500,000 | ' | ' | 1,500,000 | ' |
Weighted-average remaining requisite service period of recognition of unrecognized compensation cost | '2 years 9 months 29 days | ' | ' | ' | ' |
Cash proceeds | ' | 100,000 | 3,000 | ' | ' |
Total intrinsic value of options exercised | ' | 100,000 | 7,000 | ' | ' |
Income tax benefits recorded for share based payments | ' | 0 | 0 | ' | ' |
Granted (in shares) | 494,663 | 33,571 | ' | ' | ' |
Stock option exercised (in shares) | ' | 33,351 | 948 | ' | ' |
Stock options | Employees and directors | ' | ' | ' | ' | ' |
Stock-based compensation | ' | ' | ' | ' | ' |
Grant date fair value | 1,600,000 | 100,000 | 200,000 | ' | ' |
Compensation cost | $400,000 | $12,000 | $24,000 | ' | ' |
Weighted average grant-date fair value (in dollars per share) | $3.25 | $2.52 | $8.05 | ' | ' |
Granted (in shares) | 494,663 | 33,571 | 28,500 | ' | ' |
StockBased_Compensation_Arrang7
Stock-Based Compensation Arrangements (Details 5) (Restricted Stock Units, USD $) | 1 Months Ended | 12 Months Ended | ||
Feb. 29, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Restricted Stock Units | ' | ' | ' | ' |
Nonvested activity | ' | ' | ' | ' |
Non-vested at the beginning of the period (in shares) | ' | 39,377 | 36,463 | ' |
Granted (in shares) | 12,281 | 85,097 | 12,281 | 34,000 |
Forfeited (in shares) | ' | -5,226 | -6,904 | ' |
Vested (in shares) | ' | ' | -2,463 | ' |
Non-vested at the end of the period (in shares) | ' | 119,248 | 39,377 | 36,463 |
Weighted Average Grant Date Value Per Share | ' | ' | ' | ' |
Non-vested at the beginning of the period (in dollars per share) | ' | $5.34 | $5.60 | ' |
Granted (in dollars per share) | ' | $5.71 | $3.85 | ' |
Forfeited (in dollars per share) | ' | $5 | $4.99 | ' |
Vested (in dollars per share) | ' | ' | $3.08 | ' |
Non-vested at the end of the period (in dollars per share) | ' | $5.62 | $5.34 | $5.60 |
StockBased_Compensation_Arrang8
Stock-Based Compensation Arrangements (Details 6) (USD $) | 1 Months Ended | 12 Months Ended | ||
Feb. 29, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Minimum | ' | ' | ' | ' |
Stock based compensation, additional disclosures | ' | ' | ' | ' |
Vesting period | ' | '3 years | ' | ' |
Maximum | ' | ' | ' | ' |
Stock based compensation, additional disclosures | ' | ' | ' | ' |
Vesting period | ' | '4 years | ' | ' |
Stock options | ' | ' | ' | ' |
Stock based compensation, additional disclosures | ' | ' | ' | ' |
Income (expense) recognized due to revision of forfeiture rate | ' | $40,000 | 100,000 | 200,000 |
Number of Federal Reserve securities whose weighted average is used for calculation of weighted average risk-free interest rate | ' | 2 | ' | ' |
Weighted-average remaining requisite service period of recognition of unrecognized compensation cost | ' | '2 years 9 months 29 days | ' | ' |
Vesting period | ' | '4 years | ' | ' |
Stock options | Minimum | ' | ' | ' | ' |
Stock based compensation, additional disclosures | ' | ' | ' | ' |
Forfeiture rate (as a percent) | ' | 0.00% | ' | ' |
Stock options | Maximum | ' | ' | ' | ' |
Stock based compensation, additional disclosures | ' | ' | ' | ' |
Forfeiture rate (as a percent) | ' | 30.00% | ' | ' |
Restricted Stock Units | ' | ' | ' | ' |
Stock based compensation, additional disclosures | ' | ' | ' | ' |
Total remaining unrecognized compensation cost | ' | $100,000 | ' | ' |
Weighted-average remaining requisite service period of recognition of unrecognized compensation cost | ' | '1 year 22 days | ' | ' |
Vesting period | ' | ' | '3 years | '3 years |
Granted (in shares) | 12,281 | 85,097 | 12,281 | 34,000 |
Employee_Benefit_Plans_Details
Employee Benefit Plans (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Pension Plan | ' | ' | ' |
Employee benefit plans | ' | ' | ' |
Contribution made by the entity under the pension plan | $100,000 | $100,000 | $100,000 |
401 (k) Plan | ' | ' | ' |
Employee benefit plans | ' | ' | ' |
Matching contribution by employer as a percentage of the employee's deferral | ' | 100.00% | ' |
Matching contribution by employer as a percentage of U.S. employee's qualifying compensation | ' | 6.00% | ' |
Statutorily prescribed annual limit of contributions made by an employee before attaining specified age | ' | 17,000 | ' |
Statutorily prescribed annual limit of contributions made by an employee after attaining specified age | ' | 22,500 | ' |
Specified age limit of employees for calculation of statutorily prescribed annual limit of contribution | ' | '50 years | ' |
Contribution made by the entity under the 401(k) Plan | $100,000 | $100,000 | $100,000 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 12 Months Ended | 209 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 |
Reclassification of operating results from continuing operations to loss from discontinued operations | ' | ' | ' | ' |
Gain on termination of license agreement | ' | $1,192 | ' | $1,192 |
(Loss) income from discontinued operations | 91 | 907 | -640 | -11,718 |
Income tax expense | -34 | -337 | ' | -371 |
(Loss) income from discontinued operations, net of tax | 57 | 570 | -640 | -12,089 |
Xclair, Numoisyn Lozenges and Numoisyn Liquid | ' | ' | ' | ' |
Reclassification of operating results from continuing operations to loss from discontinued operations | ' | ' | ' | ' |
Product revenue | ' | 583 | 699 | 3,604 |
Cost of goods sold | ' | -293 | -360 | -2,045 |
Selling, general and administrative | ' | -607 | -979 | -9,295 |
Goodwill and intangible impairment | ' | ' | ' | -5,187 |
Interest income | 91 | 32 | ' | 123 |
Interest expense | ' | ' | ' | -110 |
Gain on termination of license agreement | ' | 1,192 | ' | 1,192 |
(Loss) income from discontinued operations | 91 | 907 | -640 | -11,718 |
Income tax expense | -34 | -337 | ' | -371 |
(Loss) income from discontinued operations, net of tax | $57 | $570 | ($640) | ($12,089) |
Discontinued_Operations_Detail1
Discontinued Operations (Details 1) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets of discontinued operations: | ' | ' |
Total current assets of discontinued operations | $639 | $861 |
Current liabilities of discontinued operations: | ' | ' |
Total current liabilities of discontinued operations | 260 | 335 |
Xclair, Numoisyn Lozenges and Numoisyn Liquid | ' | ' |
Current assets of discontinued operations: | ' | ' |
Short-term portion of minimum royalty arrangement receivable, net | 379 | 536 |
Returns indemnification receivable | 260 | 325 |
Total current assets of discontinued operations | 639 | 861 |
Long-term assets of discontinued operations: | ' | ' |
Long-term portion of minimum royalty arrangement receivable, net | 72 | 353 |
Total assets of discontinued operations | 711 | 1,214 |
Current liabilities of discontinued operations: | ' | ' |
Accounts payable | ' | 10 |
Returns provision | 260 | 325 |
Total current liabilities of discontinued operations | $260 | $335 |
Discontinued_Operations_Detail2
Discontinued Operations (Details 2) (USD $) | 12 Months Ended | 209 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
Discontinued operations | ' | ' | ' | ' |
Disposal Group Including Discontinued Operation Gain (Loss) on Termination of Distribution Agreement | ' | $1,192,000 | ' | $1,192,000 |
Xclair, Numoisyn Lozenges and Numoisyn Liquid | ' | ' | ' | ' |
Discontinued operations | ' | ' | ' | ' |
Present value of minimum royalty payment arising from the termination and settlement agreement | 900,000 | ' | ' | ' |
Minimum royalty payments receivable | 1,000,000 | ' | ' | 1,000,000 |
Period of royalty arrangement | '3 years | ' | ' | ' |
Amount recognized on offsetting product return provision liability | 300,000 | ' | ' | ' |
Disposal Group Including Discontinued Operation Gain (Loss) on Termination of Distribution Agreement | ' | $1,192,000 | ' | $1,192,000 |
Taxes_Details
Taxes (Details) (USD $) | 12 Months Ended | 209 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 |
Loss (income) from continuing operations before taxes | ' | ' | ' | ' |
Domestic | $1,132 | ($2,009) | $904 | ' |
Foreign | -13,012 | -13,098 | -16,072 | ' |
Loss from continuing operations before taxes | ($11,880) | ($15,107) | ($15,168) | ($286,264) |
Taxes_Details_1
Taxes (Details 1) (USD $) | 12 Months Ended | 209 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 |
Benefit for income taxes from continuing operations | ' | ' | ' | ' |
Current - domestic | ($25) | ' | ' | ' |
Current - foreign | 1,695 | 1,014 | 565 | ' |
Current - total | 1,670 | 1,014 | 565 | ' |
Deferred - domestic | ' | 337 | ' | ' |
Income tax benefit | $1,670 | $1,351 | $565 | $21,465 |
Taxes_Details_2
Taxes (Details 2) (USD $) | 12 Months Ended | 209 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 |
Reconciliation of the (benefit) provision for income taxes | ' | ' | ' | ' |
Loss from continuing operations before taxes | ($11,180) | ($15,107) | ($15,168) | ' |
Income tax expense computed at statutory federal tax rate | -4,039 | -5,136 | -5,157 | ' |
Disallowed expenses and non-taxable income | 62 | 176 | -141 | ' |
Loss surrendered to generate R&D credit | 4,833 | 3,025 | 1,372 | ' |
Additional research and development tax relief | -4,418 | -2,656 | -2,260 | ' |
Change in valuation allowance | 6,302 | -579 | 2,952 | ' |
Research and development tax credit rate difference | ' | ' | ' | ' |
Research and development true up | -4,530 | ' | ' | ' |
Foreign items, including change in tax rates, and other | 120 | 3,819 | 2,669 | ' |
Current - total | ($1,670) | ($1,351) | ($565) | ($21,465) |
Taxes_Details_3
Taxes (Details 3) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Significant components of the entity's deferred tax assets | ' | ' |
Net operating loss carryforwards | $46,144 | $42,399 |
Depreciation, amortization and impairment of property and equipment | 67 | 1,654 |
Stock options | 1,651 | 1,451 |
Accrued expenses | 3,373 | 3,389 |
Research and development credits | 4,530 | ' |
Other | 82 | 45 |
Translation adjustment | 660 | 1,277 |
Deferred tax assets | 56,507 | 50,215 |
Valuation allowance for deferred tax assets | -56,507 | -50,215 |
Net deferred taxes | ' | ' |
Taxes_Details_4
Taxes (Details 4) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Taxes | ' | ' | ' |
Material uncertain tax positions | $0 | $0 | ' |
Valuation allowance for deferred tax assets | 56,507,000 | 50,215,000 | ' |
Change in valuation allowance | 6,302,000 | -579,000 | 2,952,000 |
Federal | ' | ' | ' |
Taxes | ' | ' | ' |
NOLs carryforward | 22,100,000 | 19,200,000 | ' |
UK | ' | ' | ' |
Taxes | ' | ' | ' |
NOLs carryforward | 162,400,000 | 153,400,000 | ' |
State | ' | ' | ' |
Taxes | ' | ' | ' |
NOLs carryforward | 21,300,000 | ' | ' |
Research and development | UK | ' | ' | ' |
Taxes | ' | ' | ' |
Income tax credits | $1,700,000 | $1,400,000 | $600,000 |
Geographic_Information_Details
Geographic Information (Details) (USD $) | 8 Months Ended | 9 Months Ended | 12 Months Ended | 209 Months Ended | |||||||||||||||
In Thousands, unless otherwise specified | Mar. 31, 1997 | Dec. 31, 2003 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2009 | Dec. 31, 2008 | Dec. 31, 2007 | Dec. 31, 2006 | Dec. 31, 2005 | Dec. 31, 2004 | Mar. 31, 2003 | Mar. 31, 2002 | Mar. 31, 2001 | Mar. 31, 2000 | Mar. 31, 1999 | Mar. 31, 1998 | Dec. 31, 2013 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | $1,084 | $69 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7,901 |
Net loss | -290 | -14,977 | -10,153 | -13,186 | -15,243 | -16,021 | -19,570 | -40,386 | -24,053 | -29,258 | -18,048 | -22,742 | -15,542 | -14,853 | -10,382 | -5,686 | -3,964 | -2,534 | -276,888 |
Assets | ' | ' | 35,520 | 19,354 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,520 |
Long Lived Assets, net | ' | ' | 275 | 129 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 275 |
United States | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | ' | ' | 1,171 | -1,102 | -75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets | ' | ' | 28,548 | 15,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,548 |
Long Lived Assets, net | ' | ' | 5 | 25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 |
United States | Continuing operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | ' | ' | 1,114 | -1,672 | 565 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets | ' | ' | 27,837 | 14,286 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,837 |
Long Lived Assets, net | ' | ' | 5 | 25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 |
United States | Discontinued operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | ' | ' | 57 | 570 | -640 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets | ' | ' | 711 | 1,214 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 711 |
Long Lived Assets, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
United Kingdom | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | 1,084 | 69 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net loss | ' | ' | -11,324 | -12,084 | -15,168 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets | ' | ' | 6,972 | 3,854 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,972 |
Long Lived Assets, net | ' | ' | $270 | $104 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $270 |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent event, Preferred stock, USD $) | 1 Months Ended |
Mar. 17, 2014 | |
Subsequent event | Preferred stock | ' |
Subsequent Event [Line Items] | ' |
Cash dividend declared per share (in dollars per share) | $0.15 |