Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 11, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Cyclacel Pharmaceuticals, Inc. | |
Entity Central Index Key | 1,130,166 | |
Trading Symbol | cycc | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 34,702,910 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 26,902 | $ 24,189 |
Prepaid expenses and other current assets | 3,453 | 4,640 |
Current assets of discontinued operations | 124 | 171 |
Total current assets | 30,479 | 29,000 |
Property, plant and equipment (net) | 309 | 387 |
Total assets | 30,788 | 29,387 |
Current liabilities: | ||
Accounts payable | 2,609 | 2,792 |
Accrued and other current liabilities | 3,806 | 4,626 |
Current liabilities of discontinued operations | 75 | 75 |
Total current liabilities | 6,490 | 7,493 |
Other liabilities | 198 | 206 |
Total liabilities | $ 6,688 | $ 7,699 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized at December 31, 2014 and June 30, 2015; 335,273 shares issued and outstanding at December 31, 2014 and June 30, 2015. Aggregate preference in liquidation of $3,989,749 at December 31, 2014 and June 30, 2015. | ||
Common stock, $0.001 par value; 100,000,000 shares authorized at December 31, 2014 and June 30, 2015; 23,199,469 and 34,388,486 shares issued and outstanding at December 31, 2014 and June 30, 2015, respectively. | $ 34 | $ 23 |
Additional paid-in capital | 341,530 | 330,962 |
Accumulated other comprehensive loss | (388) | (480) |
Accumulated deficit | (317,076) | (308,817) |
Total stockholders' equity | 24,100 | 21,688 |
Total liabilities and stockholders' equity | $ 30,788 | $ 29,387 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
CONSOLIDATED BALANCE SHEETS | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 335,273 | 335,273 |
Preferred stock, shares outstanding | 335,273 | 335,273 |
Preferred stock, liquidation preference value (in dollars) | $ 3,989,749 | $ 3,989,749 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 34,388,486 | 23,199,469 |
Common stock, shares outstanding | 34,388,486 | 23,199,469 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
Grant revenue | $ 296 | $ 356 | $ 808 | $ 752 |
Total revenues | 296 | 356 | 808 | 752 |
Operating expenses: | ||||
Research and development | 2,580 | 4,545 | 6,922 | 8,889 |
General and administrative | 1,333 | 1,386 | 2,801 | 2,848 |
Total operating expenses | 3,913 | 5,931 | 9,723 | 11,737 |
Operating loss | (3,617) | (5,575) | (8,915) | (10,985) |
Other income (expense): | ||||
Change in valuation of financial instruments associated with stock purchase agreement | (4) | (64) | (24) | (111) |
Change in valuation of liabilities measured at fair value | 20 | 20 | ||
Foreign exchange losses | (195) | (43) | (573) | (33) |
Interest income | 2 | 1 | 3 | 2 |
Other income, net | 62 | 26 | 82 | 26 |
Total other expense | (135) | (60) | (512) | (96) |
Loss from continuing operations before taxes | (3,752) | (5,635) | (9,427) | (11,081) |
Income tax benefit | 405 | 816 | 1,168 | 1,385 |
Net loss from continuing operations | (3,347) | (4,819) | (8,259) | (9,696) |
Discontinued operations: | ||||
Income from discontinued operations | 10 | 23 | ||
Income tax on discontinued operations | (3) | (8) | ||
Net income from discontinued operations | 7 | 15 | ||
Net loss | (3,347) | (4,812) | (8,259) | (9,681) |
Dividend on convertible exchangeable preferred shares | (50) | (50) | (100) | (100) |
Net loss applicable to common shareholders | $ (3,397) | $ (4,862) | $ (8,359) | $ (9,781) |
Basic and diluted earnings per common share: | ||||
Net loss per share, continuing operations - basic and diluted (in dollars per share) | $ (0.1) | $ (0.22) | $ (0.28) | $ (0.47) |
Net income per share, discontinued operations - basic and diluted (in dollars per share) | 0 | 0 | 0 | 0 |
Net loss per share - basic and diluted (in dollars per share) | $ (0.1) | $ (0.22) | $ (0.28) | $ (0.46) |
Weighted average common shares outstanding (in shares) | 34,388,486 | 22,582,283 | 30,250,769 | 21,064,739 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||||
Net loss from continuing operations | $ (3,347) | $ (4,819) | $ (8,259) | $ (9,696) |
Net income from discontinued operations, net of tax | 7 | 15 | ||
Net loss | (3,347) | (4,812) | (8,259) | (9,681) |
Translation adjustment | (8,491) | (3,121) | (2,227) | (4,080) |
Unrealized foreign exchange gain on intercompany loans | 8,794 | 3,125 | 2,319 | 4,092 |
Comprehensive loss | $ (3,044) | $ (4,808) | $ (8,167) | $ (9,669) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities: | ||
Net loss | $ (8,259) | $ (9,681) |
Change in valuation of liabilities measured at fair value | (20) | |
Change in valuation of financial instruments associated with stock purchase agreement | 24 | 111 |
Depreciation | 102 | 46 |
Stock-based compensation | 323 | 370 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 1,198 | 34 |
Accounts payable and other current liabilities | (1,066) | 313 |
Net cash used in operating activities | (7,678) | (8,827) |
Investing activities: | ||
Purchase of property, plant and equipment | (22) | (65) |
Minimum royalty payments received from termination of ALIGN license agreement | 23 | 192 |
Net cash provided by investing activities | 1 | 127 |
Financing activities: | ||
Proceeds from issuance of common stock, net of issuance costs | 10,356 | 10,965 |
Payment of preferred stock dividend | (100) | (100) |
Net cash provided by financing activities | 10,256 | 10,865 |
Effect of exchange rate changes on cash and cash equivalents | 134 | 145 |
Net increase in cash and cash equivalents | 2,713 | 2,310 |
Cash and cash equivalents, beginning of period | 24,189 | 31,146 |
Cash and cash equivalents, end of period | 26,902 | 33,456 |
Cash received during the period for: | ||
Interest | 3 | 3 |
Taxes | $ 2,875 | $ 1,811 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION Nature of Operations Cyclacel Pharmaceuticals, Inc. (“Cyclacel” or “the Company”), a biopharmaceutical company, is a pioneer in the field of cell cycle biology with a vision to improve patient healthcare with orally available innovative medicines. Cyclacel’s goal is to develop and commercialize small molecule drugs that target the various phases of cell cycle control for the treatment of cancer and other serious diseases, particularly those of high unmet medical need. Cyclacel’s clinical development priorities are focused on sapacitabine, an orally available cell cycle modulating nucleoside analog. Sapacitabine is being evaluated in the SEAMLESS Phase 3 study, which completed enrollment in December 2014 and is 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 other indications including myelodysplastic syndromes (“MDS”). Sapacitabine is also being evaluated in a Phase 1 study in combination with seliciclib, the Company’s second clinical candidate, in solid tumor patients including patients who are gBRCA carriers with Homologous Recombination (“HR”) repair-deficient breast, ovarian and pancreatic cancers. The FDA and the European Medicines Agency (“EMA”) have designated sapacitabine as an orphan drug for the treatment of both AML and MDS. In Cyclacel’s second development program, the Company is evaluating cyclin dependent kinase, or CDK, inhibitors. CDKs are involved in cancer cell growth, metastatic spread and DNA damage repair. Seliciclib, the Company’s most advanced CDK inhibitor, is an oral, highly selective inhibitor of CDK enzymes. To date, seliciclib has been evaluated in over 450 patients with various cancers, including non-small cell lung cancer (“NSCLC”) and nasopharyngeal cancer (“NPC”), and has shown signs of anticancer activity. Cyclacel’s second generation CDK inhibitor, CYC065, is a highly selective CDK 2/9 inhibitor with potential utility in both hematological malignancies and solid tumors. CYC065 has been shown to have increased anti-proliferative potency and improved pharmaceutical properties compared to seliciclib. Following submission of our Investigational New Drug (“IND”) application, we received clearance from the FDA to begin a first-in-human, Phase 1 clinical trial of CYC065 and we have received institutional review board approval to start the trial. In addition to these development programs, in Cyclacel’s polo-like kinase (“PLK”) inhibitor program, the Company has discovered CYC140 and other potent and selective small molecule inhibitors of PLK1, a kinase that is active during cell division, targeting the mitotic phase of the cell cycle. PLK was discovered by Professor David Glover, the Company’s Chief Scientist. The Company has received a grant award of approximately $3.5 million from the Biomedical Catalyst of the United Kingdom government to complete IND-directed preclinical development of CYC140. Cyclacel currently retains virtually all marketing rights worldwide to the compounds associated with the Company’s drug programs. 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 availability of mature data for final analysis of the SEAMLESS Phase 3 trial, which is expected to occur between the second half of 2015 and the first half of 2016, but will not be sufficient to complete development of other indications or product candidates or to commercialize any of the Company’s product candidates. On July 10, 2015, we entered into a Controlled Equity Offering SM Basis of Presentation The consolidated balance sheet as of June 30, 2015, the consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2014 and 2015, the consolidated statements of cash flows for the six months ended June 30, 2015, and all related disclosures contained in the accompanying notes are unaudited. The consolidated balance sheet as of December 31, 2014 is derived from the audited consolidated financial statements included in the 2014 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”). The consolidated financial statements are presented on the basis of accounting principles that are generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the rules and regulations of the SEC. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for a complete set of financial statements. In the opinion of management, all adjustments, which include only normal recurring adjustments necessary to present fairly the consolidated balance sheet as of June 30, 2015, and the results of operations and comprehensive loss for the three and six months ended June 30, 2015, and the consolidated statements of cash flows for the six months ended June 30, 2015, have been made. The interim results for the three and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any other year. The consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2014 that are included in the Company’s Annual Report on Form 10-K filed with the SEC. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
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 inputs used to determine stock-based compensation expense and the fair value of financial instruments 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 commercial 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 loss. Segments After considering its business activities and geographic reach, the Company has concluded that it operates in just one operating segment: 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 financial instruments associated with stock purchase agreements are measured at fair value using applicable inputs as described in Note 3 — Fair Value Revenue Recognition Collaboration, supply and licensing agreements Consideration received is allocated to each of the separable elements in an arrangement using the relative selling price method. An element is separable if it has value to the customer on a stand-alone basis. The selling price used for each separable element will be based on vendor-specific objective evidence (“VSOE”) if available, third party evidence if VSOE is not available, or estimated selling price if neither VSOE nor third party evidence is available. Revenue is recognized for each separate element when persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the fee is fixed or determinable; and collectability is reasonably assured. Milestone payments, which are non-refundable and contingent on achieving certain clinical milestones are recognized as revenues either on achievement of the milestone if the milestones are considered substantive or over the period the Company has substantive performance obligations, if the milestone payments are not considered substantive. Royalty income is recognized when the licensee sells the underlying product. The Company did not recognize any revenue from the collaboration, licensing and supply agreement for the three and six months ended June 30, 2015. Grant revenue 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. Clinical Trial Accounting Data management and monitoring of the Company’s clinical trials are performed with the assistance of contract research organizations (“CROs”) or clinical research associates (“CRAs”) in accordance with the Company’s standard operating procedures. CROs and CRAs typically bill monthly for services performed, although some 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 recognized upon execution of the clinical trial agreement and 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. 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. 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 for uncertainty in income taxes recognized in a company’s financial statements by prescribing a minimum probability threshold that 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 (“HMRC”), the United Kingdom’s taxation and customs authority, in respect of qualifying research and development costs incurred in the same accounting period. Stock-based Compensation The Company grants stock options, restricted stock units and restricted stock to officers, employees and directors under the 2015 Equity Incentive Plan (“2015 Plan”), which was approved on May 22, 2015 and which replaced the Amended and Restated Equity Incentive Plan (“2006 Plan”), which was approved on March 16, 2006, amended on May 21, 2007, amended again and restated on April 14, 2008 and later amended on May 23, 2012. Under both plans, the Company has granted various types of awards, which are described more fully in Note 6 — Stock-Based Compensation Arrangements. ASC 718 requires measurement of compensation cost for all stock-based awards at fair value on the 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. 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 shares of common stock outstanding during the period. The following potentially dilutive shares of common stock have not been included in the computation of diluted net loss per share for the three months ended June 30, 2014 and 2015, as the result would be anti-dilutive: June 30, June 30, Stock options 1,001,298 1,333,954 Restricted Stock and Restricted Stock Units 119,015 — Convertible preferred stock 20,381 20,381 Common stock warrants 1,440,022 1,138,630 Total shares excluded from calculation 2,580,716 2,492,965 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 (loss). Recent Events Licensing & Supply Agreement Regarding Development of Seliciclib in Cystic Fibrosis In June 2015, the Company entered into a collaboration, licensing and supply agreement with ManRos Therapeutics SA (“ManRos”), for the exclusive development and commercialization of the Company’s oral seliciclib capsules by ManRos as a treatment for cystic fibrosis (“CF”). Among other terms of the agreement, ManRos licensed rights to the Company’s proprietary clinical data to enable clinical development of seliciclib for CF indications. The agreement provides for supply of seliciclib investigational product for initial and later stage clinical trials of seliciclib in CF and technical assistance related to the Company’s know-how to facilitate these trials. The Company will receive an up-front payment, milestone payments and tiered royalties, if seliciclib is commercialized for the treatment of CF. Accounting Standards Adopted in the Period On January 1, 2015 the Company early adopted guidance issued by the Financial Accounting Standards Board (“FASB”), which eliminated the concept of extraordinary items. This guidance has been adopted on a prospective basis and the adoption of this guidance has not had a material impact on the Company’s consolidated financial statements. On January 1, 2015, the Company adopted guidance issued by the FASB which changed the criteria for reporting discontinued operations and enhanced disclosure in this area. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. This guidance has been adopted prospectively to all disposals (or classifications as held for sale) of components of an entity occurring after January 1, 2015 and all businesses or nonprofit activities that, on acquisition, are classified as held for sale, that occur after January 1, 2015. The adoption of this guidance has not had a material impact on the Company’s consolidated financial statements. Recent Accounting Pronouncements Not Yet Effective In July 2015, the FASB issued guidance to simplify the measurement of inventory. Effective for periods beginning after December 15, 2016, inventory measured using the first-in-first-out or average costs methods will be reported at the lower of cost or realizable value. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In April 2015, the FASB issued guidance on a customer’s accounting for fees in a cloud computing arrangement. The guidance is adopted on a retrospective basis. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of the guidance on its consolidated financial statements. In February 2015, the FASB issued guidance on the consolidation, which changes the analysis an entity must perform to determine whether it should consolidate certain legal entities. This guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. The guidance can be adopted using either a full retrospective or a modified retrospective method of transition. The Company is currently evaluating the impact of the guidance on its consolidated financial statements. In August 2014, the FASB issued guidance on management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and the provision of related footnote disclosures. This guidance is effective for the annual period ending December 15, 2016 and for annual and interim periods thereafter. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In June 2014, the FASB issued guidance on accounting for share based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period should be treated as a performance condition. This guidance is effective for annual periods, and interim periods within those annual periods, after December 15, 2015. The Company is currently evaluating the impact of the guidance on its consolidated financial statements. In May 2014, the FASB issued new guidance on accounting for revenue from contracts with customers. This new guidance will replace existing revenue guidelines with a new model, in which revenue is recognized upon transfer of control over goods or services to a customer. The new standard will be effective for the Company on January 1, 2017, for both interim and annual periods. The guidance can be adopted using either a full retrospective (with certain practical expedients) or a modified retrospective method of transition. Under the modified retrospective approach, financial statements will be prepared for the year of adoption using the new standard, but prior periods will not be adjusted. Instead, companies will recognize a cumulative catch-up adjustment to the opening balance of retained earnings at the effective date for contracts that still require performance by the company, and disclose all line items in the year of adoption as if they were prepared under current revenue requirements. At this time, the Company has not decided on which method it will use to adopt the new standard, nor has it determined the effects of the new guidelines on its results of operations and financial position. For the foreseeable future, the Company’s revenues will be limited to grants received from government agencies or nonprofit organizations, and we are evaluating the effects of the new standard on these types of revenue streams. |
FAIR VALUE
FAIR VALUE | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | 3. 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, 2014 (in $000s): Level 1 Level 2 Level 3 Total ASSETS Cash equivalents $ 18,319 $ — $ — $ 18,319 Financial instrument associated with stock purchase agreement — 51 — 51 Total assets $ 18,319 $ 51 $ — $ 18,370 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 June 30, 2015 (in $000s): Level 1 Level 2 Level 3 Total ASSETS Cash equivalents $ 11,947 $ — $ — $ 11,947 Financial instrument associated with stock purchase agreement — 26 — 26 Total assets $ 11,947 $ 26 $ — $ 11,973 Financial Instrument Associated with Stock Purchase Agreement On November 14, 2013, the Company entered into a common stock purchase agreement with Aspire Capital Fund, LLC (“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 8 — 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 each reporting period until the agreement is exhausted or expired. The instrument had a fair value of approximately $51,000 and approximately $30,000 as of December 31, 2014 and June 30, 2015, respectively. The approximate $4,000 and $24,000 decrease in the fair value of the Purchase Agreement during the three months and six months ended June 30, 2015, respectively, 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. On July 8, 2015, the Company sold all remaining 314,424 shares of common stock that were subject to its agreement with Aspire at $0.70 per share. All of the available shares under the Aspire Agreement have now been sold and the Aspire Agreement has automatically terminated by its terms. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6 Months Ended |
Jun. 30, 2015 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS The following is a summary of prepaid expenses and other current assets at December 31, 2014 and June 30, 2015 (in $000s): December 31, June 30, 2014 2015 Research and development tax credit receivable $ 3,017 $ 1,222 Prepayments 902 1,091 Grant receivable 134 209 Sales tax receivable 309 694 Deposits 132 132 Other current assets 146 105 $ 4,640 $ 3,453 |
ACCRUED AND OTHER CURRENT LIABI
ACCRUED AND OTHER CURRENT LIABILITIES | 6 Months Ended |
Jun. 30, 2015 | |
Payables And Accruals [Abstract] | |
ACCRUED AND OTHER CURRENT LIABILITIES | 5. ACCRUED AND OTHER CURRENT LIABILITIES Accrued and other current liabilities consisted of the following (in $000s): December 31, June 30, 2014 2015 Accrued research and development $ 4,161 $ 3,216 Accrued legal and professional fees 303 297 Other current liabilities 162 293 $ 4,626 $ 3,806 |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure Of Compensation Related Costs Share-Based Payments [Abstract] | |
STOCK BASED COMPENSATION | 6. STOCK BASED COMPENSATION 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 one to four years. 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 the three and six months ended June 30, 2014 and 2015 as shown in the following table (in $000s): Three Months Ended Six Months Ended 2014 2015 2014 2015 General and administrative $ 126 $ 108 $ 255 $ 215 Research and development 57 51 115 108 Stock-based compensation costs before income taxes $ 183 $ 159 $ 370 $ 323 2015 Plan On May 22, 2015, the Company’s stockholders approved the 2015 Plan, under which Cyclacel may make equity incentive grants to its officers, employees, directors and consultants. The company has reserved 3,500,000 shares of the Company’s common stock under the 2015 Plan. The 2015 Plan replaces the 2006 Plan, under which there were no remaining reserved shares as of June 30, 2015. Stock option awards granted under the Company’s equity incentive plans have a maximum life of 10 years and generally vest over a one to four-year period from the date of grant. There were 54,000 and 326,656 options granted during the six months ended June 30, 2014 and 2015, respectively. There were no stock options exercised during each of the six months ended June 30, 2014 and 2015. The Company does not expect to be able to benefit from the deduction for stock option exercises that may occur during the year ended December 31, 2015 because the company has tax loss carryforwards from prior periods that would be expected to offset any potential taxable income for the year ended December 31, 2015. Outstanding Options A summary of the share option activity and related information is as follows: Number of Weighted Weighted Aggregate Options outstanding at December 31, 2014 1,010,298 $ 14.24 6.58 $ — Granted 326,656 $ 0.84 Cancelled/forfeited (3,000 ) $ 105.00 Options outstanding at June 30, 2015 1,333,954 $ 10.75 6.99 $ — Unvested at June 30, 2015 564,148 $ 2.39 9.11 $ — Vested and exercisable at June 30, 2015 769,806 $ 16.89 5.43 $ — The fair value of the stock options granted is calculated using the Black-Scholes option-pricing model as prescribed by ASC 718. The expected term assumption is estimated using past history of early exercise behavior and expectations about future behaviors. 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. 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 Summarized information for restricted stock unit activity for the six months ended June 30, 2015 is as follows: Restricted Stock Weighted Average Non-vested at December 31, 2014 89,016 $ 5.56 Granted — $ — Vested (89,016 ) $ 5.56 Non-vested at June 30, 2015 — $ — During the six months ended June 30, 2015, 89,016 restricted stock units vested. The Company did not issue any restricted stock units during the six months ended June 30, 2015. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 7. COMMITMENTS AND CONTINGENCIES 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 products 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 has agreed to pay Daiichi Sankyo an up-front fee, to reimburse Daiichi Sankyo for enumerated expenses, and to make milestone payments and to pay royalties on a country-by-country basis. The up-front fee, Phase 3 entry milestone, and certain past reimbursements have been paid. A further $10.0 million in aggregate milestone payments could be payable subject to achievement of all the specific contractual milestones, which are primarily related to regulatory approval in various territories 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, with the right of first refusal ending sixty days after notification, 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’ notice, if after a launch of a sapacitabine-based product, or by either party for material default. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 8. STOCKHOLDERS’ EQUITY Preferred Stock As of June 30, 2015, there were 335,273 shares of the Company’s 6% Convertible Exchangeable Preferred Stock (“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 and must come from funds that are legally available for dividend payments. The Preferred Stock has a liquidation preference of $10.00 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 on June 30, 2015. 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 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 price of $10.00 per share. 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 $10.00 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. On May 22, 2015, the Board of Directors (the “Board”) of the Company declared a quarterly cash dividend in the amount of $0.15 per share on the Company’s Preferred Stock. The cash dividend was paid on August 1, 2015 to the holders of record of the Preferred Stock as of the close of business on July 17, 2015. Common Stock March 2015 Public Offering On March 9, 2015, the Company completed a public offering of 10,000,000 shares of its common stock at a price to the public of $1.00 per share for proceeds, net of certain fees and expenses, of approximately $9.2 million. November 2013 Stock Purchase Agreement On November 14, 2013, the Company entered into a common stock Purchase Agreement with Aspire (the “Purchase Agreement”). 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 fair value of these shares has been recorded as a component of other assets and will continue to be remeasured each reporting period, until the agreement is exhausted or expired, with gains or losses reported in the consolidated statements of operations. During the six months ended June 30, 2015, the Company sold 1,100,000 shares to Aspire under the Purchase Agreement for proceeds of $1.2 million. On July 8, 2015, the Company sold all remaining 314,424 shares of common stock that were subject to its agreement with Aspire at $0.70 per share. All of the available shares under the Aspire Agreement have now been sold and the Aspire Agreement has automatically terminated by its terms. Common Stock Warrants The following table summarizes information about warrants outstanding at June 30, 2015: Issued in Connection With Expiration Common Weighted October 2010 stock issuance 2015 594,513 $ 13.44 July 2011 stock issuance 2016 544,117 $ 9.52 Total 1,138,630 $ 11.57 There were no exercises of warrants during the six months ended June 30, 2014 and 2015. Warrants for 202,499 shares of common stock, issued in connection with the January 2010 stock issuance expired during the six months ended June 30, 2015. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations And Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | 9. DISCONTINUED OPERATIONS On August 10, 2012, the Company entered into an agreement with Sinclair Pharmaceuticals Limited (“Sinclair”) to terminate, effective September 30, 2012, the distribution agreements relating to the promotion and sale of Xclair®, Numoisyn® Lozenges and Numoisyn® Liquid (collectively, the “ALIGN products”). Product revenue, cost of goods sold and selling, general and administrative costs related to the promotion and sale of the ALIGN products have been reclassified from operating results from continuing operations to income from discontinued operations in the consolidated statement of operations for all periods presented as follows (in $000s): Three Months Ended Six Months Ended 2014 2015 2014 2015 Interest income $ 10 $ — $ 23 $ — Income tax on discontinued operations (3 ) — (8 ) — Net income from discontinued operations $ 7 $ — $ 15 $ — The assets and liabilities associated with product promotion and sales have been classified within assets and liabilities of discontinued operations in the accompanying consolidated balance sheets (in $000s): December 31, June 30, Current assets of discontinued operations: Short term portion of minimum royalty arrangement receivable, net $ 96 $ 49 Returns indemnification receivable 75 75 Total current assets of discontinued operations $ 171 $ 124 Current liabilities of discontinued operations: Returns provision $ 75 $ 75 Total current liabilities of discontinued operations $ 75 $ 75 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 10. SUBSEQUENT EVENTS Equity Transactions On July 8, 2015, the Company sold 314,424 shares of our common stock under our Purchase Agreement with Aspire for proceeds of approximately $0.2 million. All of the available shares under the purchase agreement have now been sold and the purchase agreement has terminated according to its terms. On July 10, 2015, the Company entered into a Controlled Equity Offering SM Deficiency and Compliance Notice from The NASDAQ Stock Market On August 4, 2015, the Company received approval from The NASDAQ Stock Market LLC (“NASDAQ”) to transfer the listing of the Company’s common stock from the NASDAQ Global Market to the NASDAQ Capital Market. This transfer was effective at the opening of business on August 6, 2015. The Company’s common stock will continue to trade under the symbol “CYCC.” The NASDAQ Capital Market is a continuous trading market that operates in substantially the same manner as the NASDAQ Global Market and requires listed companies to meet certain financial requirements and comply with NASDAQ’s corporate governance requirements. As previously reported, the Company was notified by NASDAQ on February 2, 2015 that it no longer satisfied the minimum bid price requirement of $1.00 per share for continued listing as set forth in NASDAQ Listing Rule 5450(a)(1). In anticipation of not meeting the minimum bid price requirement by August 3, 2015, the end of its initial 180-day grace period, the Company had previously applied to transfer the listing of its stock to the NASDAQ Capital Market. The Company currently meets the NASDAQ Capital Market initial listing criteria, except for the bid price requirement. Upon transfer to the NASDAQ Capital Market, the Company is being afforded an additional 180-day grace period to regain compliance with NASDAQ’s minimum bid price requirement. In order to regain compliance, the minimum bid price per share of the Company’s common stock must be at least $1.00 for at least ten consecutive business days during the second 180-day grace period, which will end on February 2, 2016. If the Company fails to regain compliance during this grace period, the Company’s common stock will be subject to delisting by NASDAQ. |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
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 inputs used to determine stock-based compensation expense and the fair value of financial instruments 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 commercial 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 loss. |
Segments | Segments After considering its business activities and geographic reach, the Company has concluded that it operates in just one operating segment: 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 financial instruments associated with stock purchase agreements are measured at fair value using applicable inputs as described in Note 3 — Fair Value |
Revenue Recognition | Revenue Recognition Collaboration, supply and licensing agreements Consideration received is allocated to each of the separable elements in an arrangement using the relative selling price method. An element is separable if it has value to the customer on a stand-alone basis. The selling price used for each separable element will be based on vendor-specific objective evidence (“VSOE”) if available, third party evidence if VSOE is not available, or estimated selling price if neither VSOE nor third party evidence is available. Revenue is recognized for each separate element when persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the fee is fixed or determinable; and collectability is reasonably assured. Milestone payments, which are non-refundable and contingent on achieving certain clinical milestones are recognized as revenues either on achievement of the milestone if the milestones are considered substantive or over the period the Company has substantive performance obligations, if the milestone payments are not considered substantive. Royalty income is recognized when the licensee sells the underlying product. The Company did not recognize any revenue from the collaboration, licensing and supply agreement for the three and six months ended June 30, 2015. Grant revenue 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. |
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 (“CROs”) or clinical research associates (“CRAs”) in accordance with the Company’s standard operating procedures. CROs and CRAs typically bill monthly for services performed, although some 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 recognized upon execution of the clinical trial agreement and 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. |
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. |
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 for uncertainty in income taxes recognized in a company’s financial statements by prescribing a minimum probability threshold that 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 (“HMRC”), the United Kingdom’s taxation and customs authority, in respect of qualifying research and development costs incurred in the same accounting 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 2015 Equity Incentive Plan (“2015 Plan”), which was approved on May 22, 2015 and which replaced the Amended and Restated Equity Incentive Plan (“2006 Plan”), which was approved on March 16, 2006, amended on May 21, 2007, amended again and restated on April 14, 2008 and later amended on May 23, 2012. Under both plans, the Company has granted various types of awards, which are described more fully in Note 6 — Stock-Based Compensation Arrangements. ASC 718 requires measurement of compensation cost for all stock-based awards at fair value on the 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. |
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 shares of common stock outstanding during the period. The following potentially dilutive shares of common stock have not been included in the computation of diluted net loss per share for the three months ended June 30, 2014 and 2015, as the result would be anti-dilutive: June 30, June 30, Stock options 1,001,298 1,333,954 Restricted Stock and Restricted Stock Units 119,015 — Convertible preferred stock 20,381 20,381 Common stock warrants 1,440,022 1,138,630 Total shares excluded from calculation 2,580,716 2,492,965 |
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 (loss). |
Recent Events | Recent Events Licensing & Supply Agreement Regarding Development of Seliciclib in Cystic Fibrosis In June 2015, the Company entered into a collaboration, licensing and supply agreement with ManRos Therapeutics SA (“ManRos”), for the exclusive development and commercialization of the Company’s oral seliciclib capsules by ManRos as a treatment for cystic fibrosis (“CF”). Among other terms of the agreement, ManRos licensed rights to the Company’s proprietary clinical data to enable clinical development of seliciclib for CF indications. The agreement provides for supply of seliciclib investigational product for initial and later stage clinical trials of seliciclib in CF and technical assistance related to the Company’s know-how to facilitate these trials. The Company will receive an up-front payment, milestone payments and tiered royalties, if seliciclib is commercialized for the treatment of CF. |
Accounting Standards Adopted in the Period | Accounting Standards Adopted in the Period On January 1, 2015 the Company early adopted guidance issued by the Financial Accounting Standards Board (“FASB”), which eliminated the concept of extraordinary items. This guidance has been adopted on a prospective basis and the adoption of this guidance has not had a material impact on the Company’s consolidated financial statements. On January 1, 2015, the Company adopted guidance issued by the FASB which changed the criteria for reporting discontinued operations and enhanced disclosure in this area. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. This guidance has been adopted prospectively to all disposals (or classifications as held for sale) of components of an entity occurring after January 1, 2015 and all businesses or nonprofit activities that, on acquisition, are classified as held for sale, that occur after January 1, 2015. The adoption of this guidance has not had a material impact on the Company’s consolidated financial statements. |
Recent Accounting Pronouncements Not Yet Effective | Recent Accounting Pronouncements Not Yet Effective In July 2015, the FASB issued guidance to simplify the measurement of inventory. Effective for periods beginning after December 15, 2016, inventory measured using the first-in-first-out or average costs methods will be reported at the lower of cost or realizable value. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In April 2015, the FASB issued guidance on a customer’s accounting for fees in a cloud computing arrangement. The guidance is adopted on a retrospective basis. This guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of the guidance on its consolidated financial statements. In February 2015, the FASB issued guidance on the consolidation, which changes the analysis an entity must perform to determine whether it should consolidate certain legal entities. This guidance is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. Early adoption is permitted. The guidance can be adopted using either a full retrospective or a modified retrospective method of transition. The Company is currently evaluating the impact of the guidance on its consolidated financial statements. In August 2014, the FASB issued guidance on management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and the provision of related footnote disclosures. This guidance is effective for the annual period ending December 15, 2016 and for annual and interim periods thereafter. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In June 2014, the FASB issued guidance on accounting for share based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period should be treated as a performance condition. This guidance is effective for annual periods, and interim periods within those annual periods, after December 15, 2015. The Company is currently evaluating the impact of the guidance on its consolidated financial statements. In May 2014, the FASB issued new guidance on accounting for revenue from contracts with customers. This new guidance will replace existing revenue guidelines with a new model, in which revenue is recognized upon transfer of control over goods or services to a customer. The new standard will be effective for the Company on January 1, 2017, for both interim and annual periods. The guidance can be adopted using either a full retrospective (with certain practical expedients) or a modified retrospective method of transition. Under the modified retrospective approach, financial statements will be prepared for the year of adoption using the new standard, but prior periods will not be adjusted. Instead, companies will recognize a cumulative catch-up adjustment to the opening balance of retained earnings at the effective date for contracts that still require performance by the company, and disclose all line items in the year of adoption as if they were prepared under current revenue requirements. At this time, the Company has not decided on which method it will use to adopt the new standard, nor has it determined the effects of the new guidelines on its results of operations and financial position. For the foreseeable future, the Company’s revenues will be limited to grants received from government agencies or nonprofit organizations, and we are evaluating the effects of the new standard on these types of revenue streams. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of antidilutive shares excluded from computation of diluted net loss per share | June 30, June 30, Stock options 1,001,298 1,333,954 Restricted Stock and Restricted Stock Units 119,015 — Convertible preferred stock 20,381 20,381 Common stock warrants 1,440,022 1,138,630 Total shares excluded from calculation 2,580,716 2,492,965 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
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, 2014 (in $000s): Level 1 Level 2 Level 3 Total ASSETS Cash equivalents $ 18,319 $ — $ — $ 18,319 Financial instrument associated with stock purchase agreement — 51 — 51 Total assets $ 18,319 $ 51 $ — $ 18,370 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 June 30, 2015 (in $000s): Level 1 Level 2 Level 3 Total ASSETS Cash equivalents $ 11,947 $ — $ — $ 11,947 Financial instrument associated with stock purchase agreement — 26 — 26 Total assets $ 11,947 $ 26 $ — $ 11,973 |
PREPAID EXPENSES AND OTHER CU20
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
Schedule of prepaid expenses and other current assets | December 31, June 30, 2014 2015 Research and development tax credit receivable $ 3,017 $ 1,222 Prepayments 902 1,091 Grant receivable 134 209 Sales tax receivable 309 694 Deposits 132 132 Other current assets 146 105 $ 4,640 $ 3,453 |
ACCRUED AND OTHER CURRENT LIA21
ACCRUED AND OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Payables And Accruals [Abstract] | |
Schedule of accrued and other current liabilities | December 31, June 30, 2014 2015 Accrued research and development $ 4,161 $ 3,216 Accrued legal and professional fees 303 297 Other current liabilities 162 293 $ 4,626 $ 3,806 |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure Of Compensation Related Costs Share-Based Payments [Abstract] | |
Schedule of stock based compensation expense | Three Months Ended Six Months Ended 2014 2015 2014 2015 General and administrative $ 126 $ 108 $ 255 $ 215 Research and development 57 51 115 108 Stock-based compensation costs before income taxes $ 183 $ 159 $ 370 $ 323 |
Schedule of share option activity | Number of Weighted Weighted Aggregate Options outstanding at December 31, 2014 1,010,298 $ 14.24 6.58 $ — Granted 326,656 $ 0.84 Cancelled/forfeited (3,000 ) $ 105.00 Options outstanding at June 30, 2015 1,333,954 $ 10.75 6.99 $ — Unvested at June 30, 2015 564,148 $ 2.39 9.11 $ — Vested and exercisable at June 30, 2015 769,806 $ 16.89 5.43 $ — |
Schedule of restricted stock units activity | Restricted Stock Weighted Average Non-vested at December 31, 2014 89,016 $ 5.56 Granted — $ — Vested (89,016 ) $ 5.56 Non-vested at June 30, 2015 — $ — |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders Equity Note [Abstract] | |
Schedule of warrants outstanding | Issued in Connection With Expiration Common Weighted October 2010 stock issuance 2015 594,513 $ 13.44 July 2011 stock issuance 2016 544,117 $ 9.52 Total 1,138,630 $ 11.57 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Schedule of assets and liabilities, and product revenue, cost of goods sold and selling, general and administrative costs of discontinued operations | Three Months Ended Six Months Ended 2014 2015 2014 2015 Interest income $ 10 $ — $ 23 $ — Income tax on discontinued operations (3 ) — (8 ) — Net income from discontinued operations $ 7 $ — $ 15 $ — December 31, June 30, Current assets of discontinued operations: Short term portion of minimum royalty arrangement receivable, net $ 96 $ 49 Returns indemnification receivable 75 75 Total current assets of discontinued operations $ 171 $ 124 Current liabilities of discontinued operations: Returns provision $ 75 $ 75 Total current liabilities of discontinued operations $ 75 $ 75 |
NATURE OF OPERATIONS AND BASI25
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Detail Textuals) - Biomedical catalyst of United Kingdom government $ in Millions | 6 Months Ended |
Jun. 30, 2015USD ($) | |
NSCLC and Nasopharyngeal Cancer | |
Organization [Line Items] | |
Grant award amount | $ 1.9 |
Investigational new drug (IND) | |
Organization [Line Items] | |
Grant award amount | $ 3.5 |
NATURE OF OPERATIONS AND BASI26
NATURE OF OPERATIONS AND BASIS OF PRESENTATION (Detail Textuals 1) $ in Thousands | Jul. 10, 2015USD ($) |
Subsequent event | Controlled Equity Offering Sales Agreement | Cantor Fitzgerald & Co., ("Cantor") | |
Organization [Line Items] | |
Maximum amount of offering price for common stock | $ 8,350 |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 3 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Net loss per common share | ||
Total shares excluded from calculation | 2,492,965 | 2,580,716 |
Stock options | ||
Net loss per common share | ||
Total shares excluded from calculation | 1,333,954 | 1,001,298 |
Restricted Stock and Restricted Stock Units | ||
Net loss per common share | ||
Total shares excluded from calculation | 119,015 | |
Convertible preferred stock | ||
Net loss per common share | ||
Total shares excluded from calculation | 20,381 | 20,381 |
Common stock warrants | ||
Net loss per common share | ||
Total shares excluded from calculation | 1,138,630 | 1,440,022 |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - Jun. 30, 2015 | SegmentCountry |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Number of geographic areas for development operations | Country | 2 |
FAIR VALUE (Details)
FAIR VALUE (Details) - Recurring basis - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Level 1 | ||
ASSETS | ||
Cash equivalents | $ 11,947 | $ 18,319 |
Financial instrument associated with stock purchase agreement | ||
Total assets | $ 11,947 | $ 18,319 |
Level 2 | ||
ASSETS | ||
Cash equivalents | ||
Financial instrument associated with stock purchase agreement | $ 26 | $ 51 |
Total assets | $ 26 | $ 51 |
Level 3 | ||
ASSETS | ||
Cash equivalents | ||
Financial instrument associated with stock purchase agreement | ||
Total assets | ||
Total | ||
ASSETS | ||
Cash equivalents | $ 11,947 | $ 18,319 |
Financial instrument associated with stock purchase agreement | 26 | 51 |
Total assets | $ 11,973 | $ 18,370 |
FAIR VALUE (Detail Textuals)
FAIR VALUE (Detail Textuals) - Purchase Agreement - Aspire Capital Fund, LLC - USD ($) | Nov. 14, 2013 | Jun. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Fair value measurements | ||||
Number of shares issued under purchase agreement | 511,509 | |||
Purchase price for shares issued under purchase agreement | $ 2,000,000 | |||
Maximum additional shares committed to purchase | 3,042,038 | |||
Period of common stock purchase agreement | 2 years | |||
Fair value of financial instrument | $ 30,000 | $ 30,000 | $ 51,000 | |
Decrease in the fair value of the purchase agreement | $ (4,000) | $ (24,000) |
FAIR VALUE (Detail Textuals 1)
FAIR VALUE (Detail Textuals 1) - Jul. 08, 2015 - Purchase Agreement - Aspire Capital Fund, LLC - Subsequent event - $ / shares | Total |
Fair value measurements | |
Common stock sold | 314,424 |
Common stock price per share | $ 0.70 |
PREPAID EXPENSES AND OTHER CU32
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Research and development tax credit receivable | $ 1,222 | $ 3,017 |
Prepayments | 1,091 | 902 |
Grant receivable | 209 | 134 |
Sales tax receivable | 694 | 309 |
Deposits | 132 | 132 |
Other current assets | 105 | 146 |
Prepaid expenses and other current assets | $ 3,453 | $ 4,640 |
ACCRUED AND OTHER CURRENT LIA33
ACCRUED AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Payables And Accruals [Abstract] | ||
Accrued research and development | $ 3,216 | $ 4,161 |
Accrued legal and professional fees | 297 | 303 |
Other current liabilities | 293 | 162 |
Total | $ 3,806 | $ 4,626 |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Stock-based compensation | ||||
Stock-based compensation costs before income taxes | $ 159 | $ 183 | $ 323 | $ 370 |
General and administrative | ||||
Stock-based compensation | ||||
Stock-based compensation costs before income taxes | 108 | 126 | 215 | 255 |
Research and development | ||||
Stock-based compensation | ||||
Stock-based compensation costs before income taxes | $ 51 | $ 57 | $ 108 | $ 115 |
STOCK BASED COMPENSATION (Det35
STOCK BASED COMPENSATION (Details 2) - Stock options - USD ($) None in scaling factor is -9223372036854775296 | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Number of Options Outstanding | |||
Options outstanding at December 31, 2014 (in shares) | 1,010,298 | ||
Granted (in shares) | 326,656 | 54,000 | |
Cancelled/forfeited (in shares) | (3,000) | ||
Options outstanding at June 30, 2015 (in shares) | 1,333,954 | 1,010,298 | |
Unvested at June 30, 2015 (in shares) | 564,148 | ||
Vested and exercisable at June 30, 2015 (in shares) | 769,806 | ||
Weighted Average Exercise Price Per Share | |||
Options outstanding at December 31, 2014 (in dollars per share) | $ 14.24 | ||
Granted (in dollars per share) | 0.84 | ||
Cancelled/forfeited (in dollars per share) | 105 | ||
Options outstanding at June 30, 2015 (in dollars per share) | 10.75 | $ 14.24 | |
Unvested at June 30, 2015 (in dollars per share) | 2.39 | ||
Vested and exercisable at June 30, 2015 (in dollars per share) | $ 16.89 | ||
Weighted Average Remaining Contractual Term (Years) | |||
Options outstanding | 6 years 11 months 26 days | 6 years 6 months 29 days | |
Unvested at June 30, 2015 | 9 years 1 month 10 days | ||
Vested and exercisable at June 30, 2015 | 5 years 5 months 5 days | ||
Aggregate Intrinsic Value | |||
Options outstanding | |||
Unvested at June 30, 2015 | |||
Vested and exercisable at June 30, 2015 |
STOCK BASED COMPENSATION (Det36
STOCK BASED COMPENSATION (Details 3) - 6 months ended Jun. 30, 2015 - Restricted Stock Units - $ / shares | Total |
Nonvested activity | |
Non-vested at December 31, 2014 (in shares) | 89,016 |
Granted (in shares) | |
Vested (in shares) | (89,016) |
Non-vested at June 30, 2015 (in shares) | |
Weighted Average Grant Date Value Per Share | |
Non-vested at December 31, 2014 (in dollars per share) | $ 5.56 |
Granted (in dollars per share) | |
Vested (in dollars per share) | $ 5.56 |
Non-vested at June 30, 2015 (in dollars per share) |
STOCK BASED COMPENSATION (Det37
STOCK BASED COMPENSATION (Detail Textuals) - Stock options - shares | 1 Months Ended | 6 Months Ended | |
May. 22, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | |
Stock-based compensation | |||
Number of shares reserved for issuance | 3,500,000 | ||
Expiration period | 10 years | ||
Options granted (in shares) | 326,656 | 54,000 | |
Minimum | |||
Stock-based compensation | |||
Vesting period | 1 year | 1 year | |
Maximum | |||
Stock-based compensation | |||
Vesting period | 4 years | 4 years |
STOCK BASED COMPENSATION (Det38
STOCK BASED COMPENSATION (Detail Textuals 1) - Jun. 30, 2015 | Securityshares |
Stock options | |
Stock based compensation, additional disclosures | |
Number of federal reserve securities whose weighted average is used for calculation of weighted average risk-free interest rate | Security | 2 |
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 | |
Vested (in shares) | (89,016) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Detail Textuals) $ in Millions | Jun. 30, 2015USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Future milestone payments payable | $ 10 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Jun. 30, 2015 - $ / shares | Total |
Warrants outstanding | |
Common Shares Issuable | 1,138,630 |
Weighted Average Exercise Price (in dollars per share) | $ 11.57 |
October 2010 stock issuance | |
Warrants outstanding | |
Expiration Date | 2,015 |
Common Shares Issuable | 594,513 |
Weighted Average Exercise Price (in dollars per share) | $ 13.44 |
July 2011 stock issuance | |
Warrants outstanding | |
Expiration Date | 2,016 |
Common Shares Issuable | 544,117 |
Weighted Average Exercise Price (in dollars per share) | $ 9.52 |
STOCKHOLDERS' EQUITY (Detail Te
STOCKHOLDERS' EQUITY (Detail Textuals) | Aug. 02, 2010Director | May. 22, 2015$ / shares | Jun. 30, 2015Conversion_rateSeriesQuater$ / sharesshares | Dec. 31, 2014$ / sharesshares |
Stockholders' equity | ||||
Preferred stock, shares issued | shares | 335,273 | 335,273 | ||
Preferred stock, shares outstanding | shares | 335,273 | 335,273 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Dividend rate on convertible exchangeable preferred stock (in percent) | 6.00% | |||
Preferred stock | ||||
Stockholders' equity | ||||
Preferred stock, shares issued | shares | 335,273 | |||
Preferred stock, shares outstanding | shares | 335,273 | |||
Share issue price per share | $ 10 | |||
Dividend rate on convertible exchangeable preferred stock (in percent) | 6.00% | |||
Liquidation preference (in dollars per share) | $ 10 | |||
Number of shares to be issued for each preferred stock upon conversion | Conversion_rate | 0.06079 | |||
Conversion price (in dollars per share) | $ 164.50 | |||
Shares reserved for future issuance upon conversion | shares | 20,381 | |||
Number of series of Preferred Stock | Series | 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 | |||
Redemption price per share (in dollars per share) | $ 10 | |||
Number of quarters in which no preferred stock dividends have been paid | Quater | 6 | |||
Number of Board of Directors to be elected by Preferred Stock holders if entity fails to pay dividends on Preferred Stock | Quater | 2 | |||
Number of Board of Directors elected by the Preferred Stock holders when the entity failed to pay dividends on Preferred Stock | Director | 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 | |||
Quarterly cash dividend per share | $ 0.15 |
STOCKHOLDERS' EQUITY (Detail 42
STOCKHOLDERS' EQUITY (Detail Textuals 1) - Mar. 09, 2015 - Common stock - March 2015 Public Offering - USD ($) $ / shares in Units, $ in Millions | Total |
Equity Offering [Line Items] | |
Number of common shares sold into underwriting agreement (in shares) | 10,000,000 |
Share price per share | $ 1 |
Proceed from public offering | $ 9.2 |
STOCKHOLDERS' EQUITY (Detail 43
STOCKHOLDERS' EQUITY (Detail Textuals 2) - USD ($) $ / shares in Units, $ in Millions | Jul. 08, 2015 | Nov. 14, 2013 | Jun. 30, 2015 |
November 2013 Stock Purchase Agreement | Aspire Capital Fund, LLC | Subsequent event | |||
Common Stock | |||
Common stock sold | 314,424 | ||
Common stock price per share | $ 0.70 | ||
November 2013 Stock Purchase Agreement | Common stock | Aspire Capital Fund, LLC | |||
Common Stock | |||
Number of shares issued under purchase agreement | 511,509 | 1,100,000 | |
Purchase price for shares issued under purchase agreement | $ 2 | $ 1.2 | |
Period of common stock purchase agreement | 2 years | ||
Stock issued in lieu of a commitment fee | 166,105 | ||
November 2013 Stock Purchase Agreement | Common stock | Maximum | Aspire Capital Fund, LLC | |||
Common Stock | |||
Maximum additional shares committed to purchase | 3,042,038 | ||
Common stock purchase agreement, purchase commitment | $ 18 | ||
January 2010 stock issuance | |||
Common Stock | |||
Number of common stock called by warrants | 202,499 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Reclassification of operating results from continuing operations to loss from discontinued operations | ||||
Income tax on discontinued operations | $ (3) | $ (8) | ||
Net income from discontinued operations | 7 | 15 | ||
ALIGN products | ||||
Reclassification of operating results from continuing operations to loss from discontinued operations | ||||
Interest income | 10 | 23 | ||
Income tax on discontinued operations | (3) | (8) | ||
Net income from discontinued operations | $ 7 | $ 15 |
DISCONTINUED OPERATIONS (Deta45
DISCONTINUED OPERATIONS (Details 1) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets of discontinued operations: | ||
Total current assets of discontinued operations | $ 124 | $ 171 |
Current liabilities of discontinued operations: | ||
Total current liabilities of discontinued operations | 75 | 75 |
ALIGN products | ||
Current assets of discontinued operations: | ||
Short term portion of minimum royalty arrangement receivable, net | 49 | 96 |
Returns indemnification receivable | 75 | 75 |
Total current assets of discontinued operations | 124 | 171 |
Current liabilities of discontinued operations: | ||
Returns provision | 75 | 75 |
Total current liabilities of discontinued operations | $ 75 | $ 75 |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | Aug. 04, 2015 | Jul. 10, 2015 | Jul. 08, 2015 | Jun. 30, 2015 | Jun. 30, 2014 |
Subsequent Event [Line Items] | |||||
Proceeds from issuance of common stock | $ 10,356 | $ 10,965 | |||
Subsequent event | |||||
Subsequent Event [Line Items] | |||||
Minimum bid price per share | $ 1 | ||||
Consecutive business days | 10 days | ||||
Subsequent event | Controlled Equity Offering Sales Agreement | Cantor Fitzgerald & Co., ("Cantor") | |||||
Subsequent Event [Line Items] | |||||
Maximum amount of offering price for common stock | $ 8,350 | ||||
Subsequent event | Purchase Agreement | Aspire Capital Fund, LLC | |||||
Subsequent Event [Line Items] | |||||
Common stock sold | 314,424 | ||||
Proceeds from issuance of common stock | $ 200 |