Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 12, 2016 | |
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 | 36,075,730 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 17,115 | $ 20,440 |
Prepaid expenses and other current assets | 4,120 | 4,051 |
Current assets of discontinued operations | 75 | 75 |
Total current assets | 21,310 | 24,566 |
Property, plant and equipment (net) | 151 | 198 |
Total assets | 21,461 | 24,764 |
Current liabilities: | ||
Accounts payable | 1,582 | 1,940 |
Accrued and other current liabilities | 3,739 | 3,738 |
Current liabilities of discontinued operations | 75 | 75 |
Total current liabilities | 5,396 | 5,753 |
Other liabilities | 166 | 176 |
Total liabilities | $ 5,562 | $ 5,929 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized at December 31, 2015 and March 31, 2016; 335,273 shares issued and outstanding at December 31, 2015 and March 31, 2016. Aggregate preference in liquidation of $4,006,511 at December 31, 2015 and March 31, 2016. | ||
Common stock, $0.001 par value; 100,000,000 shares authorized at December 31, 2015 and March 31, 2016; 35,582,492 shares issued and outstanding at December 31, 2015 and March 31, 2016. | $ 35 | $ 35 |
Additional paid-in capital | 342,815 | 342,555 |
Accumulated other comprehensive loss | (662) | (596) |
Accumulated deficit | (326,289) | (323,159) |
Total stockholders' equity | 15,899 | 18,835 |
Total liabilities and stockholders' equity | $ 21,461 | $ 24,764 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
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) | $ 4,006,511 | $ 4,006,511 |
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 | 35,582,492 | 35,582,492 |
Common stock, shares outstanding | 35,582,492 | 35,582,492 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues: | ||
Grant revenue | $ 139 | $ 512 |
Total revenues | 139 | 512 |
Operating expenses: | ||
Research and development | 2,499 | 4,342 |
General and administrative | 1,384 | 1,468 |
Total operating expenses | 3,883 | 5,810 |
Operating loss | (3,744) | (5,298) |
Other income (expense): | ||
Change in valuation of financial instruments associated with stock purchase agreement | (20) | |
Foreign exchange gains (losses) | 180 | (378) |
Interest income | 10 | 1 |
Other income, net | 20 | 20 |
Total other income (expense) | 210 | (377) |
Loss before taxes | (3,534) | (5,675) |
Income tax benefit | 493 | 763 |
Net loss | (3,041) | (4,912) |
Dividend on convertible exchangeable preferred shares | (50) | (50) |
Net loss applicable to common stockholders | $ (3,091) | $ (4,962) |
Basic and diluted earnings per common share: | ||
Net loss per share - basic and diluted (in dollars per share) | $ (0.09) | $ (0.19) |
Weighted average common shares outstanding (in shares) | 35,582,492 | 26,067,078 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | ||
Net loss | $ (3,041) | $ (4,912) |
Translation adjustment | (4,427) | 6,264 |
Unrealized foreign exchange gain on intercompany loans | 4,361 | (6,475) |
Comprehensive loss | $ (3,107) | $ (5,123) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities: | ||
Net loss | $ (3,041) | $ (4,912) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in valuation of financial instruments associated with stock purchase agreement | 20 | |
Depreciation | 42 | 52 |
Stock-based compensation | 221 | 164 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (182) | (1,111) |
Accounts payable and other current liabilities | (187) | 887 |
Net cash used in operating activities | (3,147) | (4,900) |
Investing activities: | ||
Purchase of property, plant and equipment | (14) | |
Minimum royalty payments received from termination of ALIGN license agreement | 23 | |
Net cash used in investing activities | 9 | |
Financing activities: | ||
Proceeds from issuance of common stock, net of issuance costs | 10,433 | |
Payment of preferred stock dividend | (50) | (50) |
Net cash provided by financing activities | (50) | 10,383 |
Effect of exchange rate changes on cash and cash equivalents | (128) | (318) |
Net increase / (decrease) in cash and cash equivalents | (3,325) | 5,174 |
Cash and cash equivalents, beginning of period | 20,440 | 24,189 |
Cash and cash equivalents, end of period | 17,115 | 29,363 |
Cash received during the period for: | ||
Interest | 1 | |
Non cash financing activities: | ||
Accrual of preferred stock dividends | $ 50 | $ 50 |
NATURE OF OPERATIONS AND BASIS
NATURE OF OPERATIONS AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2016 | |
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 and the cyclin dependent kinase (“CDK”) inhibitor program. 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 solid tumors in combination with Cyclacel’s own drug candidate, seliciclib. Sapacitabine has been evaluated in over 1,000 patients with various 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 CDK inhibitors. CDKs are involved in cancer cell growth, survival, metastatic spread and DNA damage repair. Seliciclib, Cyclacel’s lead CDK inhibitor, is an oral, highly selective inhibitor of CDK enzymes that are central to the process of cell division and cell cycle control. Seliciclib is currently being evaluated in an oral regimen in combination with sapacitabine in a Phase 1/2 study of patients with Homologous Recombination (HR) repair-deficient breast, ovarian and pancreatic cancers, including BRCA positive tumors. An extension cohort of BRCA positive breast cancer patients is on-going. Seliciclib has been evaluated in over 450 patients with various cancers, including a Phase 2b randomized study in third-line non-small cell lung cancer (“NSCLC"), and nasopharyngeal cancer (“NPC”), and has shown signs of anticancer activity. Cyclacel has retained worldwide rights to commercialize seliciclib. Seliciclib is also being evaluated in Investigator Sponsored Trials, or ISTs, to treat Cushing’s disease and rheumatoid arthritis, or RA and in a licensing and supply agreement to treat cystic fibrosis. Cyclacel’s second generation CDK inhibitor, CYC065, is a highly selective inhibitor of CDKs targeting CDK2/9 enzymes with potential utility in both hematological malignancies and solid tumors. CYC065 has increased anti-proliferative potency and improved pharmaceutical properties compared to seliciclib. CYC065 is in an on-going first-in-human, Phase 1 trial to assess its safety, tolerability, pharmacokinetics and pharmacodynamics in advanced cancer patients. CYC065 was selected from the Company’s drug discovery program in Dundee, Scotland. 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, which targets the mitotic phase of the cell cycle. PLK1 was discovered by Professor David Glover, the Company’s Chief Scientist. The Company is progressing CYC140 through IND-directed preclinical development with the support of government funding. Cyclacel currently retains virtually all marketing rights worldwide to the compounds associated with the Company’s drug programs. As of March 31, 2016, 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 We believe that existing funds together with cash generated from operations, such as the Research & Development tax credit, and recent financing activities, are sufficient to satisfy our planned working capital, capital expenditures and other financial commitments through the end of2017. This is beyond the availability of mature data for final analysis of the SEAMLESS Phase 3 trial, which is expected to occur around the end of the first half of 2016, but will not be sufficient to complete development of other indications or existing product candidates or to commercialize any of the Company’s product candidates. Basis of Presentation The consolidated balance sheet as of March 31, 2016, the consolidated statements of operations and comprehensive loss and the consolidated statements of cash flows for the three months ended March 31, 2016 and 2015, and all related disclosures contained in the accompanying notes are unaudited. The consolidated balance sheet as of December 31, 2015 is derived from the audited consolidated financial statements included in the 2015 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 March 31, 2016, and the results of operations and comprehensive loss for the three months ended March 31, 2016, and the consolidated statements of cash flows for the three months ended March 31, 2016, have been made. The interim results for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 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, 2015 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 | 3 Months Ended |
Mar. 31, 2016 | |
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 expenses. 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, EMA 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. The Company has relied upon government grants to fund its earlier stage programs and does not expect to be able to continue to be successful in obtaining government grants to fund the Company’s research and development activities. 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. The Company maintains its cash and cash equivalents in bank deposits and other interest bearing accounts, the balances of which exceeded federally insured limits. Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities, 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. 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 forfeitures, using the straight-line attribution method. Effective January 1, 2016, the Company has elected to account for forfeitures as they occur, as permitted by Accounting Standards Update (“ASU”) 2016-09, Compensation — Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. See the Accounting Standards Adopted in the Period Prior to the adoption of ASU 2016-09, the Company estimated the number of stock-based awards that were expected to vest, and only recognized compensation expense for such awards. The estimation of stock awards that will ultimately vest required judgment, and to the extent actual results or updated estimates differed from current estimates, such amounts were recorded as a cumulative adjustment in the period estimates were revised. The Company considered many factors when estimating expected forfeitures, including type of awards granted, employee class, and historical experience. 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 March 31, 2015 and 2016, as the result would be anti-dilutive: March 31, March 31, Stock options 1,231,954 4,521,298 Convertible preferred stock 20,381 20,381 Common stock warrants 1,138,630 544,116 Total shares excluded from calculation 2,390,965 5,085,795 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 The NASDAQ Stock Market Delisting Hearing On February 2, 2016, the Company received a letter from the Listing Qualifications Staff (the “Staff”) of The NASDAQ Stock Market LLC (“NASDAQ”) indicating that the Company had not regained compliance with the $1.00 minimum bid price requirement for continued listing on The NASDAQ Capital Market, as set forth in NASDAQ Listing Rule 5450(a)(1), by the end of the previously granted compliance period that expired on February 2, 2016. As a result, the Staff indicated that the Company would be subject to delisting unless it timely requested a hearing before a NASDAQ Listing Qualifications Panel (the “Panel”). The Company had a hearing before the Panel on March 31, 2016, at which it presented its plan to regain compliance with the minimum bid price requirement, and requested a further extension of time to do so. On April 4, 2016, the Company received a written ruling from the NASDAQ Hearings Panel (the “Panel”) stating that the Panel has granted the Company’s request to remain listed on The NASDAQ Capital Market. The Company’s continued listing on NASDAQ is conditional upon the Company demonstrating compliance with the minimum bid price requirement, as set forth in Listing Rule 5550(a)(2), by June 14, 2016, and also remaining in compliance on that date with NASDAQ’s other continued listing requirements. Specifically, the Company must evidence a closing bid price for its common stock of at least $1.00 per share for a minimum of 10 consecutive business days by the close of business on June 14, 2016. In light of the factors mentioned above, at the 2016 Annual Meeting of Stockholders, to be held at 10:00 a.m., EDT, on May 26, 2016, holders of the Company’s common stock will be asked to approve a proposed amendment to the Company’s amended and restated certificate of incorporation, by way of a certificate of amendment, to effectuate a reverse stock split, at a ratio of up to and including one-for-twenty, such ratio to be determined by the Board of Directors (“the Board”) of the company. Accounting Standards Adopted in the Period In April 2016, the Financial Accounting Standards Boards (“FASB”) issued ASU 2016-09, which simplified several aspects of employee share-based payment accounting. In particular, the ASU permits entities to make an accounting policy election to either estimate forfeitures on share-based payment awards, as previously required, or to recognize forfeitures as they occur. Effective January 1, 2016, the Company elected to recognize forfeitures as they occur. The impact of that change in accounting policy has been recorded as a $89,000 cumulative effect adjustment to accumulated deficit, as of January 1, 2016. The Company expects that it will recognize slightly higher share-based payment expense for the remainder of 2016, relative to prior periods, as the effects of forfeitures will not be recognized until they occur, rather than being estimated at the time of grant and subsequently adjusted as and when necessary. The effects of adopting the remaining provisions in ASU 2016-09 affecting The Company has adopted guidance issued by the FASB in April 2015 which clarifies a customer’s accounting for fees paid in a cloud computing arrangement (ASU 2015-05, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement). The guidance provides a customer with guidance on whether a cloud computing arrangement includes a software license and clarifies that the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance has been adopted prospectively to all arrangements entered into or materially modified after January 1, 2016. The adoption of this guidance did not have any impact on the financial position, results of operations or cash flows. The Company has adopted guidance issued by the FASB in June 2014 which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition (ASU 2014-12, Compensation — Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force)). The guidance has been adopted prospectively to all awards granted or modified after January 1, 2016. The adoption of this guidance did not have any impact on the consolidated financial position, results of operations or cash flows. Recent Accounting Pronouncements Not Yet Effective In February 2016, the FASB issued guidance on accounting for leases. The guidance requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases along with additional qualitative and quantitative guidance. The guidance is effective for fiscal years beginning after December 15, 2018. The impact of the adoption of this guidance has not yet been evaluated. In January 2016, the FASB issued guidance requiring all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee) and amended certain fair value disclosures requirements. The guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In November 2015, the FASB issued guidance on the classification of deferred taxes on the balance sheet. The guidance is effective for fiscal periods beginning after December 15, 2016, and interim periods within those annual periods. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. 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 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 after 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 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. In August 2015, the FASB deferred the effective date of the guidance, which will now be effective for the Company on January 1, 2018, for both interim and annual periods. Early adoption is permitted for both interim and annual periods commencing on January 1, 2017. 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. In March 2016 the FASB issued further clarification on the principal versus agent considerations (reporting revenue gross versus net) included within the new revenue recognition guidance. This guidance will be effective upon the adoption of the new revenue recognition guidance. In April 2016 the FASB issued further clarification on identifying performance obligations in a contract with a customer and provided implementation guidance on whether licenses are satisfied at a point in time or over time. This guidance will be effective upon the adoption of the new revenue recognition guidance. 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 revenues from collaboration, supply and licensing agreements, and the Company is evaluating the effects of the new standard on these types of revenue streams. |
FAIR VALUE
FAIR VALUE | 3 Months Ended |
Mar. 31, 2016 | |
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 that are measured on a recurring basis as of December 31, 2015 consisted of the following (in $000s): Level 1 Level 2 Level 3 Total ASSETS Cash equivalents $ 11,953 $ — $ — $ 11,953 Total assets $ 11,953 $ — $ — $ 11,953 The fair value of the Company’s financial assets and liabilities that are measured on a recurring basis as of March 31, 2016 consisted of the following (in $000s): Level 1 Level 2 Level 3 Total ASSETS Cash equivalents $ 11,962 $ — $ — $ 11,962 Total assets $ 11,962 $ — $ — $ 11,962 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 3 Months Ended |
Mar. 31, 2016 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consisted of the following (in $000s): December 31, March 31, 2015 2016 Research and development tax credit receivable $ 2,093 $ 2,503 Prepayments 893 826 Grant receivable 326 35 VAT receivable 607 624 Deposits 132 132 $ 4,051 $ 4,120 |
ACCRUED AND OTHER CURRENT LIABI
ACCRUED AND OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2016 | |
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, March 31, 2015 2016 Accrued research and development $ 3,284 $ 3,420 Accrued legal and professional fees 291 170 Other current liabilities 163 149 $ 3,738 $ 3,739 |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2016 | |
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. Effective January 1, 2016, the Company recognizes all share-based awards under the straight-line attribution method, assuming that all granted awards will vest. Forfeiture will be recognized in the periods when they occur. Refer to Note 2, Summary of Significant Accounting Policies, for further information. In prior periods, ASC 718 required 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 evaluated its forfeiture assumptions quarterly and the expected forfeiture rate adjusted when necessary. 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 months ended March 31, 2015 and 2016 as shown in the following table (in $000s): Three Months Ended 2015 2016 General and administrative $ 107 $ 142 Research and development 57 79 Stock-based compensation costs before income taxes $ 164 $ 221 2015 Plan On May 22, 2015, the Company’s stockholders approved the 2015 Equity Incentive Plan (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 Equity Incentive Plan (the “2006 Plan”), under which there were no remaining reserved shares as of March 31, 2016. 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 2,094,087 options granted during the three months ended March 31, 2016. All of these option grants are performance based 2006 Plan On March 16, 2006, the 2006 Plan was adopted, under which Cyclacel may make equity incentive grants to its officers, employees, directors and consultants. The Company had reserved 1,428,571 shares of the Company’s common stock under the 2006 Plan. Stock option awards granted under the 2006 Plan have a maximum life of 10 years and generally vest over a one to four-year period from the date of grant. There were 221,656 options granted under the 2006 Plan during the three months ended March 31, 2015. There were no stock options exercised during each of the three months ended March 31, 2015 and 2016, respectively. 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, 2016 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, 2016. 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, 2015 2,475,579 $ 6.05 8.09 $ — Granted 2,094,087 $ 0.39 Cancelled/forfeited (48,368 ) $ 1.75 Options outstanding at March 31, 2016 4,521,298 $ 3.47 6.40 $ — Unvested at March 31, 2016 (3,490,075 ) $ 0.61 6.61 $ — Vested and exercisable at March 31, 2016 1,031,223 $ 13.15 5.68 $ — 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. 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. In periods prior to January 1, 2016, estimates of pre-vesting option forfeitures were based on the Company’s experience. The Company used a forfeiture rate of 0 - 30% depending on when and to whom the options are granted. The Company adjusted 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 were 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 considered many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2016 | |
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 | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 8. STOCKHOLDERS’ EQUITY Preferred Stock As of March 31, 2016, 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 March 31, 2016. 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 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 March 29, 2016 Common Stock July 2015 Controlled Equity Offering SM On July 10, 2015, the Company entered into a Controlled Equity Offering SM Cantor”), under which the Company may, from time to time, sell shares of its common stock having an aggregate offering price of up to $8.35 million through Cantor. Under the Agreement, Cantor may sell the Shares by methods deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Company will pay Cantor a commission of up to 3.0% of the gross sales price per share sold. Cyclacel is not obligated to make any sales under the Agreement. From the inception of the Agreement through March 31, 2016, the Company issued 879,583 shares of its common stock for proceeds, net of certain fees and expenses, of approximately $0.5 million. 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 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 remeasured each reporting period, until the agreement expired on July 8, 2015, with gains or losses reported in the consolidated statements of operations. During the three months ended March 31, 2015, the Company sold 1,100,000 shares to Aspire under the Purchase Agreement for proceeds of approximately $1.2 million. The Purchase Agreement terminated according to its terms. Common Stock Warrants The following table summarizes information about warrants outstanding at March 31, 2016: Issued in Connection With Expiration Common Weighted July 2011 stock issuance 2016 544,117 $ 9.52 Total 544,117 $ 9.52 There were no exercises of warrants during the three months ended March 31, 2015 and 2016, respectively. Exercise of Stock Options No stock options were exercised during the three months ended March 31, 2015 and 2016, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 10. SUBSEQUENT EVENTS Sales Issued Pursuant to the July 2015 Controlled Equity Offering SM In April 2016, the company issued 503,950 shares of common stock pursuant to the Agreement with Cantor for net proceeds of approximately $0.2 million. |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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 expenses. 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, EMA 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. The Company has relied upon government grants to fund its earlier stage programs and does not expect to be able to continue to be successful in obtaining government grants to fund the Company’s research and development activities. |
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. The Company maintains its cash and cash equivalents in bank deposits and other interest bearing accounts, the balances of which exceeded federally insured limits. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities, 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. 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 forfeitures, using the straight-line attribution method. Effective January 1, 2016, the Company has elected to account for forfeitures as they occur, as permitted by Accounting Standards Update (“ASU”) 2016-09, Compensation — Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. See the Accounting Standards Adopted in the Period Prior to the adoption of ASU 2016-09, the Company estimated the number of stock-based awards that were expected to vest, and only recognized compensation expense for such awards. The estimation of stock awards that will ultimately vest required judgment, and to the extent actual results or updated estimates differed from current estimates, such amounts were recorded as a cumulative adjustment in the period estimates were revised. The Company considered many factors when estimating expected forfeitures, including type of awards granted, employee class, and historical experience. |
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 March 31, 2015 and 2016, as the result would be anti-dilutive: March 31, March 31, Stock options 1,231,954 4,521,298 Convertible preferred stock 20,381 20,381 Common stock warrants 1,138,630 544,116 Total shares excluded from calculation 2,390,965 5,085,795 |
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 The NASDAQ Stock Market Delisting Hearing On February 2, 2016, the Company received a letter from the Listing Qualifications Staff (the “Staff”) of The NASDAQ Stock Market LLC (“NASDAQ”) indicating that the Company had not regained compliance with the $1.00 minimum bid price requirement for continued listing on The NASDAQ Capital Market, as set forth in NASDAQ Listing Rule 5450(a)(1), by the end of the previously granted compliance period that expired on February 2, 2016. As a result, the Staff indicated that the Company would be subject to delisting unless it timely requested a hearing before a NASDAQ Listing Qualifications Panel (the “Panel”). The Company had a hearing before the Panel on March 31, 2016, at which it presented its plan to regain compliance with the minimum bid price requirement, and requested a further extension of time to do so. On April 4, 2016, the Company received a written ruling from the NASDAQ Hearings Panel (the “Panel”) stating that the Panel has granted the Company’s request to remain listed on The NASDAQ Capital Market. The Company’s continued listing on NASDAQ is conditional upon the Company demonstrating compliance with the minimum bid price requirement, as set forth in Listing Rule 5550(a)(2), by June 14, 2016, and also remaining in compliance on that date with NASDAQ’s other continued listing requirements. Specifically, the Company must evidence a closing bid price for its common stock of at least $1.00 per share for a minimum of 10 consecutive business days by the close of business on June 14, 2016. In light of the factors mentioned above, at the 2016 Annual Meeting of Stockholders, to be held at 10:00 a.m., EDT, on May 26, 2016, holders of the Company’s common stock will be asked to approve a proposed amendment to the Company’s amended and restated certificate of incorporation, by way of a certificate of amendment, to effectuate a reverse stock split, at a ratio of up to and including one-for-twenty, such ratio to be determined by the Board of Directors (“the Board”) of the company. |
Accounting Standards Adopted in the Period | Accounting Standards Adopted in the Period In April 2016, the Financial Accounting Standards Boards (“FASB”) issued ASU 2016-09, which simplified several aspects of employee share-based payment accounting. In particular, the ASU permits entities to make an accounting policy election to either estimate forfeitures on share-based payment awards, as previously required, or to recognize forfeitures as they occur. Effective January 1, 2016, the Company elected to recognize forfeitures as they occur. The impact of that change in accounting policy has been recorded as a $89,000 cumulative effect adjustment to accumulated deficit, as of January 1, 2016. The Company expects that it will recognize slightly higher share-based payment expense for the remainder of 2016, relative to prior periods, as the effects of forfeitures will not be recognized until they occur, rather than being estimated at the time of grant and subsequently adjusted as and when necessary. The effects of adopting the remaining provisions in ASU 2016-09 affecting The Company has adopted guidance issued by the FASB in April 2015 which clarifies a customer’s accounting for fees paid in a cloud computing arrangement (ASU 2015-05, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement). The guidance provides a customer with guidance on whether a cloud computing arrangement includes a software license and clarifies that the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance has been adopted prospectively to all arrangements entered into or materially modified after January 1, 2016. The adoption of this guidance did not have any impact on the financial position, results of operations or cash flows. The Company has adopted guidance issued by the FASB in June 2014 which requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition (ASU 2014-12, Compensation — Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force)). The guidance has been adopted prospectively to all awards granted or modified after January 1, 2016. The adoption of this guidance did not have any impact on the consolidated financial position, results of operations or cash flows. |
Recent Accounting Pronouncements Not Yet Effective | Recent Accounting Pronouncements Not Yet Effective In February 2016, the FASB issued guidance on accounting for leases. The guidance requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases along with additional qualitative and quantitative guidance. The guidance is effective for fiscal years beginning after December 15, 2018. The impact of the adoption of this guidance has not yet been evaluated. In January 2016, the FASB issued guidance requiring all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee) and amended certain fair value disclosures requirements. The guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. In November 2015, the FASB issued guidance on the classification of deferred taxes on the balance sheet. The guidance is effective for fiscal periods beginning after December 15, 2016, and interim periods within those annual periods. The adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements. 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 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 after 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 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. In August 2015, the FASB deferred the effective date of the guidance, which will now be effective for the Company on January 1, 2018, for both interim and annual periods. Early adoption is permitted for both interim and annual periods commencing on January 1, 2017. 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. In March 2016 the FASB issued further clarification on the principal versus agent considerations (reporting revenue gross versus net) included within the new revenue recognition guidance. This guidance will be effective upon the adoption of the new revenue recognition guidance. In April 2016 the FASB issued further clarification on identifying performance obligations in a contract with a customer and provided implementation guidance on whether licenses are satisfied at a point in time or over time. This guidance will be effective upon the adoption of the new revenue recognition guidance. 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 revenues from collaboration, supply and licensing agreements, and the Company is evaluating the effects of the new standard on these types of revenue streams. |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of antidilutive shares excluded from computation of diluted net loss per share | March 31, March 31, Stock options 1,231,954 4,521,298 Convertible preferred stock 20,381 20,381 Common stock warrants 1,138,630 544,116 Total shares excluded from calculation 2,390,965 5,085,795 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial assets and liabilities measured on a recurring basis | The fair value of the Company’s financial assets that are measured on a recurring basis as of December 31, 2015 consisted of the following (in $000s): Level 1 Level 2 Level 3 Total ASSETS Cash equivalents $ 11,953 $ — $ — $ 11,953 Total assets $ 11,953 $ — $ — $ 11,953 The fair value of the Company’s financial assets and liabilities that are measured on a recurring basis as of March 31, 2016 consisted of the following (in $000s): Level 1 Level 2 Level 3 Total ASSETS Cash equivalents $ 11,962 $ — $ — $ 11,962 Total assets $ 11,962 $ — $ — $ 11,962 |
PREPAID EXPENSES AND OTHER CU19
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
Schedule of prepaid expenses and other current assets | December 31, March 31, 2015 2016 Research and development tax credit receivable $ 2,093 $ 2,503 Prepayments 893 826 Grant receivable 326 35 VAT receivable 607 624 Deposits 132 132 $ 4,051 $ 4,120 |
ACCRUED AND OTHER CURRENT LIA20
ACCRUED AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Payables And Accruals [Abstract] | |
Schedule of accrued and other current liabilities | December 31, March 31, 2015 2016 Accrued research and development $ 3,284 $ 3,420 Accrued legal and professional fees 291 170 Other current liabilities 163 149 $ 3,738 $ 3,739 |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure Of Compensation Related Costs Share-Based Payments [Abstract] | |
Schedule of stock based compensation expense | Three Months Ended 2015 2016 General and administrative $ 107 $ 142 Research and development 57 79 Stock-based compensation costs before income taxes $ 164 $ 221 |
Schedule of share option activity | Number of Weighted Weighted Aggregate Options outstanding at December 31, 2015 2,475,579 $ 6.05 8.09 $ — Granted 2,094,087 $ 0.39 Cancelled/forfeited (48,368 ) $ 1.75 Options outstanding at March 31, 2016 4,521,298 $ 3.47 6.40 $ — Unvested at March 31, 2016 (3,490,075 ) $ 0.61 6.61 $ — Vested and exercisable at March 31, 2016 1,031,223 $ 13.15 5.68 $ — |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of warrants outstanding | Issued in Connection With Expiration Common Weighted July 2011 stock issuance 2016 544,117 $ 9.52 Total 544,117 $ 9.52 |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net loss per common share | ||
Total shares excluded from calculation | 5,085,795 | 2,390,965 |
Stock options | ||
Net loss per common share | ||
Total shares excluded from calculation | 4,521,298 | 1,231,954 |
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 | 544,116 | 1,138,630 |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) | 3 Months Ended |
Mar. 31, 2016USD ($)Segment$ / shares | |
Accounting Policies [Abstract] | |
Number of operating segments | 1 |
Number of geographic areas for development operations | 2 |
Minimum bid price per share | $ / shares | $ 1 |
Consecutive business days | 10 days |
Cumulative effect adjustment to accumulated deficit | $ | $ 89,000 |
FAIR VALUE (Details)
FAIR VALUE (Details) - Recurring basis - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Level 1 | ||
ASSETS | ||
Cash equivalents | $ 11,962 | $ 11,953 |
Total assets | $ 11,962 | $ 11,953 |
Level 2 | ||
ASSETS | ||
Cash equivalents | ||
Total assets | ||
Level 3 | ||
ASSETS | ||
Cash equivalents | ||
Total assets | ||
Total | ||
ASSETS | ||
Cash equivalents | $ 11,962 | $ 11,953 |
Total assets | $ 11,962 | $ 11,953 |
PREPAID EXPENSES AND OTHER CU26
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Research and development tax credit receivable | $ 2,503 | $ 2,093 |
Prepayments | 826 | 893 |
Grant receivable | 35 | 326 |
VAT receivable | 624 | 607 |
Deposits | 132 | 132 |
Prepaid expenses and other current assets | $ 4,120 | $ 4,051 |
ACCRUED AND OTHER CURRENT LIA27
ACCRUED AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Accrued research and development | $ 3,420 | $ 3,284 |
Accrued legal and professional fees | 170 | 291 |
Other current liabilities | 149 | 163 |
Total | $ 3,739 | $ 3,738 |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stock-based compensation | ||
Stock-based compensation costs before income taxes | $ 221 | $ 164 |
General and administrative | ||
Stock-based compensation | ||
Stock-based compensation costs before income taxes | 142 | 107 |
Research and development | ||
Stock-based compensation | ||
Stock-based compensation costs before income taxes | $ 79 | $ 57 |
STOCK BASED COMPENSATION (Det29
STOCK BASED COMPENSATION (Details 1) - Stock options - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Number of Options Outstanding | |||
Options outstanding at December 31, 2015 (in shares) | 2,475,579 | ||
Granted (in shares) | 2,094,087 | 221,656 | |
Cancelled/forfeited (in shares) | (48,368) | ||
Options outstanding at March 31, 2016 (in shares) | 4,521,298 | 2,475,579 | |
Unvested at March 31, 2016 (in shares) | (3,490,075) | ||
Vested and exercisable at March 31, 2016 (in shares) | 1,031,223 | ||
Weighted Average Exercise Price Per Share | |||
Options outstanding at December 31, 2015 (in dollars per share) | $ 6.05 | ||
Granted (in dollars per share) | 0.39 | ||
Cancelled/forfeited (in dollars per share) | 1.75 | ||
Options outstanding at March 31, 2016 (in dollars per share) | 3.47 | $ 6.05 | |
Unvested at March 31, 2016 (in dollars per share) | 0.61 | ||
Vested and exercisable at March 31, 2016 (in dollars per share) | $ 13.15 | ||
Weighted Average Remaining Contractual Term (Years) | |||
Options outstanding | 6 years 4 months 24 days | 8 years 1 month 2 days | |
Unvested at March 31, 2016 | 6 years 7 months 10 days | ||
Vested and exercisable at March 31, 2016 | 5 years 8 months 5 days | ||
Aggregate Intrinsic Value | |||
Options outstanding | |||
Unvested at March 31, 2016 | |||
Vested and exercisable at March 31, 2016 |
STOCK BASED COMPENSATION (Det30
STOCK BASED COMPENSATION (Detail Textuals) - Stock options - shares | 1 Months Ended | 3 Months Ended | ||
Mar. 16, 2016 | May. 22, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Stock-based compensation | ||||
Number of shares reserved for issuance | 1,428,571 | 3,500,000 | ||
Expiration period | 10 years | 10 years | ||
Options granted (in shares) | 2,094,087 | 221,656 | ||
Minimum | ||||
Stock-based compensation | ||||
Vesting period | 1 year | 1 year | ||
Maximum | ||||
Stock-based compensation | ||||
Vesting period | 4 years | 4 years |
STOCK BASED COMPENSATION (Det31
STOCK BASED COMPENSATION (Detail Textuals 1) - Stock options | Mar. 31, 2016 |
Minimum | |
Stock based compensation, additional disclosures | |
Forfeiture rate (as a percent) | 0.00% |
Maximum | |
Stock based compensation, additional disclosures | |
Forfeiture rate (as a percent) | 30.00% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Detail Textuals) $ in Millions | Mar. 31, 2016USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Future milestone payments payable | $ 10 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Warrants outstanding | |
Common Shares Issuable | shares | 544,117 |
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 9.52 |
July 2011 stock issuance | |
Warrants outstanding | |
Expiration Date | 2,016 |
Common Shares Issuable | shares | 544,117 |
Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 9.52 |
STOCKHOLDERS' EQUITY (Detail Te
STOCKHOLDERS' EQUITY (Detail Textuals) | 1 Months Ended | 3 Months Ended | |
Mar. 29, 2016$ / shares | Mar. 31, 2016Conversion_rateSeries$ / sharesshares | Dec. 31, 2015$ / 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 | |
Minimum bid price per share | 1 | ||
Preferred stock dividend declared, amount per share | $ 0.15 | ||
Convertible Exchangeable 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 | ||
Common stock shares reserved for future issuance upon conversion | shares | 20,381 | ||
Number of series of Preferred Stock | Series | 1 | ||
Minimum bid price 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 | ||
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 | ||
Preferred stock dividend declared, amount per share | $ 0.15 |
STOCKHOLDERS' EQUITY (Detail 35
STOCKHOLDERS' EQUITY (Detail Textuals 1) - USD ($) $ in Thousands | Jul. 10, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Equity Offering [Line Items] | |||
Proceeds from issuance of common stock, net of certain fees and expenses | $ 10,433 | ||
Controlled Equity Offering Sales Agreement | Cantor Fitzgerald & Co., ("Cantor") | |||
Equity Offering [Line Items] | |||
Maximum amount of offering price for common stock | $ 8,350 | ||
Percentage of commission of gross sales price per share sold | 3.00% | ||
Number of common stock issued | 879,583 | ||
Proceeds from issuance of common stock, net of certain fees and expenses | $ 500 |
STOCKHOLDERS' EQUITY (Detail 36
STOCKHOLDERS' EQUITY (Detail Textuals 2) - Common stock - March 2015 Public Offering $ / shares in Units, $ in Millions | Mar. 09, 2015USD ($)$ / sharesshares |
Equity Offering [Line Items] | |
Number of common shares sold into underwriting agreement (in shares) | shares | 10,000,000 |
Share price per share | $ / shares | $ 1 |
Proceed from public offering | $ | $ 9.2 |
STOCKHOLDERS' EQUITY (Detail 37
STOCKHOLDERS' EQUITY (Detail Textuals 3) - November 2013 Stock Purchase Agreement - Common stock - Aspire Capital Fund, LLC - USD ($) $ / shares in Millions, $ in Millions | Nov. 14, 2013 | Mar. 31, 2015 |
Common Stock | ||
Number of shares issued under purchase agreement | 511,509 | |
Purchase price for shares issued under purchase agreement | $ 2 | |
Period of common stock purchase agreement | 2 years | |
Stock issued in lieu of a commitment fee | 166,105 | |
Common stock sold | 1,100,000 | |
Common stock price per share | $ 1.2 | |
Maximum | ||
Common Stock | ||
Maximum additional shares committed to purchase | 3,042,038 | |
Common stock purchase agreement, purchase commitment | $ 18 |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | |
Subsequent Event [Line Items] | |||
Proceeds from issuance of common stock, net of certain fees and expenses | $ 10,433 | ||
Controlled Equity Offering Sales Agreement | Cantor Fitzgerald & Co., ("Cantor") | |||
Subsequent Event [Line Items] | |||
Number of common stock issued | 879,583 | ||
Proceeds from issuance of common stock, net of certain fees and expenses | $ 500 | ||
Subsequent event | Controlled Equity Offering Sales Agreement | Cantor Fitzgerald & Co., ("Cantor") | |||
Subsequent Event [Line Items] | |||
Number of common stock issued | 503,950 | ||
Proceeds from issuance of common stock, net of certain fees and expenses | $ 200 |