Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 10, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | GALT | ||
Entity Registrant Name | GALECTIN THERAPEUTICS INC | ||
Entity Central Index Key | 1,133,416 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 28,825,033 | ||
Entity Public Float | $ 52,700,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 25,846 | $ 29,128 |
Prepaid expenses and other current assets | 554 | 533 |
Total current assets | 26,400 | 29,661 |
Property and equipment, net | 1 | |
Intangible assets, net | 8 | 15 |
Total assets | 26,408 | 29,677 |
Current liabilities: | ||
Accounts payable | 448 | 906 |
Accrued expenses | 845 | 729 |
Accrued dividends payable | 67 | 68 |
Total current liabilities | 1,360 | 1,703 |
Total liabilities | $ 1,360 | $ 1,703 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Undesignated stock, $0.01 par value; 20,000,000 shares authorized at December 31, 2015 and 2014, 8,001,000 shares designated at December 31, 2015 and 2014 | $ 0 | $ 0 |
Series A 12% convertible preferred stock; 5,000,000 shares authorized, 1,377,500 and 1,452,500 issued and outstanding at December 31, 2015 and 2014, respectively, liquidation value $1,418,000 at December 31, 2015, | 557 | 567 |
Common stock, $0.001 par value; 50,000,000 shares authorized at December 31, 2015 and 2014, 28,825,033 and 22,277,283 issued and outstanding at December 31, 2015 and 2014, respectively | 28 | 22 |
Additional paid-in capital | 157,504 | 139,531 |
Retained deficit | (140,049) | (118,925) |
Total stockholders' equity | 18,040 | 21,195 |
Total liabilities, redeemable convertible preferred stock and stockholders' equity | 26,408 | 29,677 |
Series B-1 12% redeemable convertible preferred stock | ||
Current liabilities: | ||
Convertible preferred stock, value | 1,748 | 1,731 |
Series B-2 12% redeemable convertible preferred stock | ||
Current liabilities: | ||
Convertible preferred stock, value | 3,537 | 3,325 |
Series C super dividend convertible preferred stock | ||
Current liabilities: | ||
Convertible preferred stock, value | $ 1,723 | $ 1,723 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Undesignated stock, par value | $ 0.01 | $ 0.01 |
Undesignated stock, shares authorized | 20,000,000 | 20,000,000 |
Undesignated stock, shares designated | 8,001,000 | 8,001,000 |
Series A 12% convertible preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Series A 12% convertible preferred stock, issued | 1,377,500 | 1,452,500 |
Series A 12% convertible preferred stock, outstanding | 1,377,500 | 1,452,500 |
Series A 12% convertible preferred stock, liquidation value | $ 1,418,000 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, issued | 28,825,033 | 22,277,283 |
Common stock, outstanding | 28,825,033 | 22,277,283 |
Series B-1 12% redeemable convertible preferred stock | ||
Convertible preferred stock, shares authorized | 900,000 | 900,000 |
Convertible preferred stock, shares issued | 900,000 | 900,000 |
Convertible preferred stock, shares outstanding | 900,000 | 900,000 |
Convertible preferred stock, redemption value | $ 1,800,000 | |
Convertible preferred stock, liquidation value | $ 1,800,000 | |
Series B-2 12% redeemable convertible preferred stock | ||
Convertible preferred stock, shares authorized | 2,100,000 | 2,100,000 |
Convertible preferred stock, shares issued | 2,100,000 | 2,100,000 |
Convertible preferred stock, shares outstanding | 2,100,000 | 2,100,000 |
Convertible preferred stock, redemption value | $ 4,200,000 | |
Convertible preferred stock, liquidation value | $ 4,200,000 | |
Series C super dividend convertible preferred stock | ||
Convertible preferred stock, shares authorized | 1,000 | 1,000 |
Convertible preferred stock, shares issued | 176 | 176 |
Convertible preferred stock, shares outstanding | 176 | 176 |
Convertible preferred stock, redemption value | $ 6,487,000 | |
Convertible preferred stock, liquidation value | $ 1,786,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating expenses: | |||
Research and development | $ 13,114 | $ 8,425 | $ 5,688 |
General and administrative | 6,965 | 7,005 | 6,416 |
Total operating expenses | 20,079 | 15,430 | 12,104 |
Total operating loss | (20,079) | (15,430) | (12,104) |
Other income (expense): | |||
Interest income | 52 | 42 | 16 |
Loss from equity method investment in Galectin Sciences, LLC | (400) | ||
Total other income (expense) | 52 | (358) | 16 |
Net loss | (20,027) | (15,788) | (12,088) |
Preferred stock dividends | (868) | (943) | (867) |
Preferred stock accretion | (229) | (229) | (229) |
Warrant modification | (8,763) | ||
Net loss applicable to common stockholders | $ (21,124) | $ (16,960) | $ (21,947) |
Basic and diluted net loss per share | $ (0.88) | $ (0.78) | $ (1.30) |
Shares used in computing basic and diluted net loss per share | 24,120 | 21,849 | 16,874 |
Consolidated Statement Of Chang
Consolidated Statement Of Changes In Redeemable Convertible Preferred Stock And Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Series C super dividend convertible preferred stock | Consultant | Series B redeemable convertible preferred stock | Series B-1 12% redeemable convertible preferred stock | Series B-1 12% redeemable convertible preferred stockSeries B redeemable convertible preferred stock | Series B-2 12% redeemable convertible preferred stock | Series B-2 12% redeemable convertible preferred stockSeries B redeemable convertible preferred stock | Series C super dividend convertible preferred stock | Series C super dividend convertible preferred stockSeries C super dividend convertible preferred stock | Series A 12% convertible preferred stock | Series A 12% convertible preferred stockSeries A 12% Convertible Preferred Stock | Common Stock | Common StockSeries A 12% Convertible Preferred Stock | Common StockSeries B-1 12% redeemable convertible preferred stock | Common StockSeries B-2 12% Redeemable Convertible Preferred Stock | Common StockSeries C super dividend convertible preferred stock | Common StockConsultant | Additional Paid-In Capital | Additional Paid-In CapitalSeries A 12% Convertible Preferred Stock | Additional Paid-In CapitalSeries B-1 12% redeemable convertible preferred stock | Additional Paid-In CapitalSeries B-2 12% Redeemable Convertible Preferred Stock | Additional Paid-In CapitalSeries C super dividend convertible preferred stock | Additional Paid-In CapitalConsultant | Retained Deficit | Retained DeficitSeries A 12% Convertible Preferred Stock | Retained DeficitSeries B-1 12% redeemable convertible preferred stock | Retained DeficitSeries B-2 12% Redeemable Convertible Preferred Stock | Retained DeficitSeries C super dividend convertible preferred stock | Retained DeficitSeries B redeemable convertible preferred stock |
Beginning Balance (in shares) at Dec. 31, 2012 | 900,000 | 2,100,000 | 220 | 1,562,500 | 16,060,853 | |||||||||||||||||||||||||
Beginning Balance at Dec. 31, 2012 | $ 1,165 | $ 1,698 | $ 2,900 | $ 2,154 | $ 632 | $ 16 | $ 80,535 | $ (80,018) | ||||||||||||||||||||||
Accretion of redeemable convertible preferred stock | (175) | $ 17 | 158 | (175) | ||||||||||||||||||||||||||
Accretion of beneficial conversion feature for Series B-2 | (54) | $ 54 | (54) | |||||||||||||||||||||||||||
Modification of warrants | 8,763 | (8,763) | ||||||||||||||||||||||||||||
Convertible preferred stock dividend (in shares) | 25,062 | 36,106 | 84,553 | 23,848 | ||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants | $ 4,505 | $ 1 | 4,504 | |||||||||||||||||||||||||||
Convertible preferred stock dividend | $ 148 | $ 178 | $ 418 | $ 123 | $ (148) | $ (178) | $ (418) | $ (123) | ||||||||||||||||||||||
Issuance of common stock upon exercise of options | 213,008 | 213,008 | ||||||||||||||||||||||||||||
Issuance of common stock upon exercise of options | $ 271 | 271 | ||||||||||||||||||||||||||||
Issuance of redeemable convertible preferred stock (in shares) | (24) | (110,000) | 18,387 | 18,387 | 40,193 | |||||||||||||||||||||||||
Issuance of redeemable convertible preferred stock | $ 235 | $ (235) | $ (45) | 45 | 235 | |||||||||||||||||||||||||
Issuance of common stock (in shares) | 599,942 | |||||||||||||||||||||||||||||
Issuance of common stock | 3,833 | $ 1 | 3,832 | |||||||||||||||||||||||||||
Stock-based compensation expense | 3,789 | 3,789 | ||||||||||||||||||||||||||||
Net loss | (12,088) | (12,088) | ||||||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2013 | 900,000 | 2,100,000 | 196 | 1,452,500 | 18,386,900 | |||||||||||||||||||||||||
Ending Balance at Dec. 31, 2013 | 1,481 | $ 1,715 | $ 3,112 | $ 1,919 | $ 587 | $ 18 | 102,841 | (101,965) | ||||||||||||||||||||||
Accretion of redeemable convertible preferred stock | (173) | $ 16 | 157 | (173) | ||||||||||||||||||||||||||
Accretion of beneficial conversion feature for Series B-2 | (56) | $ 56 | (56) | |||||||||||||||||||||||||||
Convertible preferred stock dividend (in shares) | 19,490 | 32,043 | 74,764 | 13,152 | ||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants (in shares) | 572,148 | |||||||||||||||||||||||||||||
Issuance of common stock upon exercise of warrants | $ 1,676 | $ 1 | 1,675 | |||||||||||||||||||||||||||
Convertible preferred stock dividend | 154 | 206 | 480 | 103 | (154) | (206) | (480) | (103) | ||||||||||||||||||||||
Issuance of common stock upon exercise of options | 246,445 | 246,445 | ||||||||||||||||||||||||||||
Issuance of common stock upon exercise of options | $ 452 | 452 | ||||||||||||||||||||||||||||
Issuance of redeemable convertible preferred stock (in shares) | (20) | (50,000) | 8,334 | 8,350 | 33,756 | |||||||||||||||||||||||||
Issuance of redeemable convertible preferred stock | $ 196 | $ (196) | $ (20) | 20 | 196 | |||||||||||||||||||||||||
Issuance of common stock (in shares) | 2,881,269 | 8,966 | ||||||||||||||||||||||||||||
Issuance of common stock | 29,337 | $ 100 | $ 3 | 29,334 | $ 100 | |||||||||||||||||||||||||
Stock-based compensation expense | 3,970 | 3,970 | ||||||||||||||||||||||||||||
Net loss | (15,788) | (15,788) | ||||||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2014 | 900,000 | 2,100,000 | 176 | 1,402,500 | 22,277,283 | |||||||||||||||||||||||||
Ending Balance at Dec. 31, 2014 | 21,195 | $ 1,731 | $ 3,325 | $ 1,723 | $ 567 | $ 22 | 139,531 | (118,925) | ||||||||||||||||||||||
Accretion of redeemable convertible preferred stock | $ (173) | $ 17 | $ 156 | $ (173) | ||||||||||||||||||||||||||
Accretion of beneficial conversion feature for Series B-2 | $ (56) | $ 56 | (56) | |||||||||||||||||||||||||||
Convertible preferred stock dividend (in shares) | 28,000 | 88,195 | 205,788 | 36,910 | ||||||||||||||||||||||||||
Convertible preferred stock dividend | 80 | $ 208 | $ 479 | $ 101 | $ (80) | $ (208) | $ (479) | $ (101) | ||||||||||||||||||||||
Issuance of common stock upon exercise of options | 95,574 | 95,574 | ||||||||||||||||||||||||||||
Issuance of redeemable convertible preferred stock (in shares) | (25,000) | 4,167 | 4,167 | |||||||||||||||||||||||||||
Issuance of redeemable convertible preferred stock | $ (10) | $ 10 | ||||||||||||||||||||||||||||
Issuance of common stock (in shares) | 6,059,116 | 30,000 | ||||||||||||||||||||||||||||
Issuance of common stock | $ 13,701 | $ 71 | $ 6 | 13,695 | $ 71 | |||||||||||||||||||||||||
Stock-based compensation expense | 3,329 | 3,329 | ||||||||||||||||||||||||||||
Net loss | (20,027) | (20,027) | ||||||||||||||||||||||||||||
Ending Balance (in shares) at Dec. 31, 2015 | 900,000 | 2,100,000 | 176 | 1,377,500 | 28,825,033 | |||||||||||||||||||||||||
Ending Balance at Dec. 31, 2015 | $ 18,040 | $ 1,748 | $ 3,537 | $ 1,723 | $ 557 | $ 28 | $ 157,504 | $ (140,049) |
Consolidated Statement Of Chan6
Consolidated Statement Of Changes In Redeemable Convertible Preferred Stock And Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2013USD ($) | |
Issuance of stock, issuance costs | $ 111 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (20,027,000) | $ (15,788,000) | $ (12,088,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 7,000 | 10,000 | 12,000 |
Stock-based compensation expense | 3,400,000 | 4,070,000 | 3,789,000 |
Loss from equity method investment in Galectin Sciences LLC | 400,000 | ||
Changes in operating assets and liabilities: | |||
Prepaid expenses and other assets | (21,000) | (335,000) | (39,000) |
Accounts payable and accrued expenses (Notes 2 and 8) | (342,000) | (783,000) | 848,000 |
Other long-term liabilities | (6,000) | ||
Net cash used in operating activities | (16,983,000) | (12,426,000) | (7,484,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Equity method investment in Galectin Sciences LLC | (400,000) | ||
Purchases of property and equipment | 0 | 0 | 0 |
Change in restricted cash and security deposit | 0 | 0 | 0 |
Net cash used in investing activities | (400,000) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Net proceeds from issuance of common stock and warrants | 13,701,000 | 29,337,000 | 3,833,000 |
Net proceeds from exercise of common stock warrants and options | 2,128,000 | 4,776,000 | |
Net cash provided by financing activities | 13,701,000 | 31,465,000 | 8,609,000 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (3,282,000) | 18,639,000 | 1,125,000 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 29,128,000 | 10,489,000 | 9,364,000 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 25,846,000 | 29,128,000 | 10,489,000 |
NONCASH FINANCING ACTIVITIES: | |||
Payment of preferred stock dividends in common stock | $ 868,000 | $ 943,000 | $ 867,000 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Galectin Therapeutics Inc. (the “Company”) is a clinical stage biopharmaceutical company that is applying its leadership in galectin science and drug development to create new therapies for fibrotic disease and cancer. These candidates are based on the Company’s targeting of galectin proteins which are key mediators of biologic and pathologic function. These compounds also may have application for drugs to treat other diseases and chronic health conditions. The Company was founded in July 2000, was incorporated in the State of Nevada in January 2001 under the name “Pro-Pharmaceuticals, Inc.,” and changed its name to “Galectin Therapeutics Inc.” on May 26, 2011. On March 23, 2012, the Company effected a one-for-six reverse stock split. All common share and per share amounts in these financial statements have been adjusted to reflect the effect of the reverse split. The Company has operated at a loss since its inception and has had no revenues. The Company anticipates that losses will continue for the foreseeable future. At December 31, 2015, the Company had $25,846,000 of unrestricted cash and cash equivalents available to fund future operations. The Company believes there is sufficient cash to fund currently planned operations through March 31, 2017. The Company is subject to a number of risks similar to those of clinical stage companies, including dependence on key individuals, uncertainty of product development and generation of revenues, dependence on outside sources of capital, risks associated with clinical trials of products, dependence on third-party collaborators for research operations, need for regulatory approval of products, risks associated with protection of intellectual property, and competition with larger, better-capitalized companies. Successful completion of the Company’s development program and, ultimately, the attainment of profitable operations is dependent upon future events, including obtaining adequate financing to fulfill its development activities and achieving a level of revenues adequate to support the Company’s cost structure. There are no assurances that the Company will be able to obtain additional financing on favorable terms, or at all, or successfully market its products. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). Basis of Consolidation. Use of Estimates. Fair Value Measurements Cash and Cash Equivalents. Prepaid Expenses and Other Current Assets. Property and Equipment. Security Deposit. Intangible Assets. Long-Lived Assets. Accrued Expenses Warrants Modification. Research and Development Expenses. Income Taxes. Concentration of Credit Risk. Stock-Based Compensation. Equity-Based Payments to Non-employees New Accounting Pronouncements. In August 2014, the FASB issued Accounting Standard Update No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment | 3. Property and Equipment Property and equipment consists of the following at December 31: 2015 2014 (in thousands) Leasehold improvements $ 2 $ 2 Computer and office equipment 13 13 Furniture and fixtures 59 59 Total 74 74 Less accumulated depreciation and amortization (74 ) (73 ) Property and equipment—net $ — $ 1 Depreciation and amortization expense for the years ended December 31, 2015, 2014 and 2013 was $1,000, $2,000 and $3,000, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Expenses | 4. Accrued Expenses Accrued expenses consist of the following at December 31: 2015 2014 (in thousands) Legal and accounting fees $ 123 $ 118 Accrued compensation 626 604 Accrued research and development costs and other 96 7 Total $ 845 $ 729 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity | 5. Stockholders’ Equity At December 31, 2015, the Company had 50,000,000 shares of common stock and 20,000,000 undesignated shares authorized. As of December 31, 2015, 5,000,000 shares have been designated for Series A 12% Convertible Preferred Stock, 900,000 shares have been designated for Series B-1 Convertible Preferred Stock, 2,100,000 shares have been designated for Series B-2 Convertible Preferred Stock, 1,000 shares have been designated for Series C Super Dividend Convertible Preferred Stock and 11,999,000 remain undesignated. 2013 Private Placement of Common Stock On August 16, 2013, the Company issued 500,000 unregistered shares of its common stock for proceeds of $3,000,000 to a single investor pursuant to a private placement. There were no warrants or placement fees associated with this transaction. At Market Issuances of Common Stock On October 25, 2013, the Company entered into an At Market Issuance Sales Agreement (the “2013 At Market Agreement”) with a sales agent under which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $30.0 million from time to time through the sales agent. Sales of the Company’s common stock through the sales agent, if any, will be made by any method that is deemed an “at the market” offering as defined by the U.S. Securities and Exchange Commission. The Company will pay to the sales agent a commission rate equal to 3.0% of the gross proceeds from the sale of any shares of common stock sold through the sales agent under the 2013 At Market Agreement. As of December 31, 2013, the Company had issued 99,942 shares of its common stock through its 2013 At Market Agreement resulting in gross proceeds of approximately $944,000. The Company incurred one time, initial legal and accounting costs of approximately $82,000 and commissions of $29,000 resulting in net proceeds of $833,000 as of December 31, 2013. In January and February 2014, the Company issued 2,663,647 shares of common stock for net proceeds of approximately $28,178,000 which completed the 2013 At Market Agreement. On March 30, 2014, the Company entered into an At Market Issuance Sales Agreement (the “2014 At Market Agreement”) with a sales agent under which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $30.0 million from time to time through the sales agent. Sales of the Company’s common stock through the sales agent, if any, will be made by any method that is deemed an “at the market” offering as defined by the U.S. Securities and Exchange Commission. The Company will pay to the sales agent a commission rate equal to 3.0% of the gross proceeds from the sale of any shares of common stock sold through the sales agent under the 2014 At Market Agreement. As of December 31, 2014, the Company had issued 217,622 shares of its common stock through its 2014 At Market Agreement at an average price of $5.49 per share resulting in gross proceeds of approximately $1,196,000. The Company incurred commissions of approximately $36,000 resulting in net proceeds of approximately $1,159,000 as of December 31, 2014. In 2015, the Company issued 1,297,216 shares of common stock for net proceeds of approximately $4,571,000 under the 2014 At Market Agreement. 2015 Registered Direct Offering On November 25, 2015, the Company completed an offering of 4,761,900 shares of common stock to three institutional investors at $2.06 per share for net proceeds of approximately $9,130,000. The Company also issued, to the three investors, warrants to purchase 3,571,425 shares of common stock at $2.50 per share. The warrants have an expiration date of May 25, 2021. The warrants are exercisable beginning on May 25, 2016. The warrants provide for cashless exercise if at any time during the term of the warrants if there is no effective registration statement for the issuance or resale of the underlying warrant shares. The exercise price of each warrant is adjustable in the event of a stock split or stock combination, capital reorganization, merger or similar event. The warrants were valued at $5,893,000 as of the issuance date of November 25, 2015, using the closing price of $2.28, a life of 5.5 years, a volatility of 93% and a risk free interest rate of 1.84%. Based upon the Company’s analysis of the criteria contained in ASC Topic 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” the Company has determined that warrants issued in connection with this financing transaction were not derivative liabilities and therefore, were recorded as additional paid-in capital. Series A 12% Convertible Preferred Stock — February 4, 2008 Private Placement On February 4, 2008, the Company closed a private placement begun in October 2007 of its Series A 12% Convertible Preferred Stock (“Series A”) and related warrants. In this transaction, the Company sold units of securities at $6.00 per unit, each unit comprised of (i) one share of Series A Preferred, (ii) a warrant to purchase one share of common stock for $9.00, and (iii) a warrant to purchase one share of common stock for $12.00. Each share of the Series A is entitled to dividends at the rate of 12% per annum payable at the Company’s option in cash or shares of common stock valued at the higher of $6.00 per share or 100% of the value weighted average price of the Company’s share price for the 20 consecutive trading days prior to the applicable dividend payment date. Dividends are payable semi-annually on March 30 and September 30. The dividend paid on the initial dividend payment date is calculated from the date the Company deposited each subscription advance. The shares of Series A are entitled to vote as a class with the Company’s common stock and each share of Series A is convertible at any time to one-sixth of a share of common stock, subject to adjustment in the event of a stock dividend, stock split or combination, reclassification or similar event. The Company has the right to require conversion if the closing price of the common stock exceeds $18.00 for 15 consecutive trading days and a registration statement covering the resale of the shares of common stock issuable upon conversion of the Series A is then in effect. Each warrant is exercisable solely for cash beginning August 3, 2008 and expired on February 4, 2012. The exercise price of each warrant is adjustable in the event of a stock split or stock combination, capital reorganization, merger or similar event. As of December 31, 2007, the Company had received subscription advances of $1,667,500 for Series A. In 2008, the Company received additional subscription advances of $75,000 resulting in total gross proceeds of $1,742,500. On February 4, 2008 the Company closed the private placement. The Company incurred $52,000 of cash transaction costs resulting in net cash proceeds of $1,691,000. In addition, the Company incurred $3,000 of costs for 1,400 warrants exercisable at $9.00 issued to placement agents. Proceeds of $984,000 were allocated to investor warrants using the Black-Scholes method with the following assumptions as of February 4, 2008: risk free interest rate 2.51%, volatility 95%, fair market value of the Company’s common stock on February 4, 2008, and the share price on the closing date of the transaction of $3.54. The warrants were originally accounted for as freestanding derivative instruments in the consolidated balance sheet formerly under the caption “Warrant Liabilities”. These warrants were originally classified as a liability because the February 2006 warrants contain an anti-dilution provision in the event of a subsequent dilutive issuance and the potential number of shares issuable exceeded the Company’s authorized shares. Changes in fair value were recognized as either a gain or loss in the consolidated statement of operations under the caption “Change in fair value of warrant liabilities”. In the second quarter of 2008, the warrants were reclassified to equity as a result of an amendment to the Company’s articles of incorporation approved at the May 21, 2008 annual meeting of shareholders increasing the Company’s authorized common. Through May 21, 2008, these warrants were marked to market resulting in a reduction in warrant liabilities in the balance sheet and an offsetting credit to change in fair value of warrant liabilities in the statement of operations in the amount of $100,000. The remaining fair value of $502,000 was credited to additional paid-in capital in the balance sheet. In 2015, 2014 and 2013, 25,000, 50,000 and 110,000 shares of Series A were converted into 4,167, 8,334 and 18,387 shares of common stock, respectively. Prior to 2013, a total of 180,000 shares of Series A had been converted into 30,000 shares of common stock. Series B Redeemable Convertible Preferred Stock On February 12, 2009, the Company entered into a securities purchase agreement (the “10X Agreement”) pursuant to which it agreed to issue and sell to 10X Fund LP, at two or more closings, up to: (i) 3,000,000 shares its Series B convertible preferred stock (“Series B redeemable convertible preferred stock” or “Series B”) with an aggregate stated value of $6.0 million and convertible into 2,000,000 shares of common stock at December 31, 2011 and (ii) warrants to purchase 6,000,000 shares of common stock. Through a series of closings from February 2009 through May 2010, the Company issued and sold, pursuant to the 10X Agreement, a total of (i) 900,000 shares of Series B-1 convertible preferred stock (“Series B-1 redeemable convertible preferred stock” or “Series B-1”) and related common stock warrants for 1,800,000 shares of common stock and (ii) 2,100,000 shares of Series B-2 convertible preferred stock (“Series B-2 redeemable convertible preferred stock” or “Series B-2”) and related warrants for 4,200,000 shares of common stock for total net proceeds of $5,483,000. The terms of the Series B are as follows: Dividends Conversion Rights Redemption Rights The redemption price will be equal to the sum of the stated value of the Series B, plus all accrued but unpaid dividends thereon, as of the redemption date. If the Company fails to pay the redemption price in cash on the redemption date, then the holders of the Series B requesting redemption may, at their sole option, automatically convert their shares of Series B into a promissory note bearing interest at the rate of 15% per year and secured by a lien on all of the Company’s assets. So long as any shares of the Series B remain outstanding, the Company is also subject to restrictions limiting, among other things, amendments to the Company’s organizational documents; the purchase or redemption of the Company’s capital stock; mergers, consolidations, liquidations and dissolutions; sales of assets; dividends and other restricted payments; investments and acquisitions; joint ventures, licensing agreements, exclusive marketing and other distribution agreements; issuances of securities; incurrence of indebtedness; incurrence of liens and other encumbrances and issuances of any common stock equivalents. Pursuant to a letter agreement with the 10X Fund, the holder of all of the Series B shares, the 10X Fund will consent to an amendment to Certificate of Designation of Preferences, Rights and Limitations for the Series B-1 and Series B-2 to eliminate the redemption right. Liquidation Rights pari passu Voting Rights Other Restrictions Warrants The fair value of the warrants issued in connection with the Series B-1 was $1,296,000 at the date of issuance based on the following assumptions: an expected life of 5 years, volatility of 118%, risk free interest rate of 1.79% and zero dividends. The Company allocated the gross proceeds based on the relative fair value of the Series B-1 and the related warrants, resulting in $1,105,000 of the proceeds being allocated to additional paid-in capital. The Company analyzed the Series B-1, post-allocation of the gross proceeds, and determined that there was no beneficial conversion feature at the date of issuance. The issuance costs of the Series B-1 and the amounts allocated to warrants were recorded as a reduction to the carrying value of the Series B-1 when issued, and are accreted to the redemption value of the Series B-1 through the earliest redemption date. Due to the redemption feature, the Company has presented the Series B-1 outside of permanent equity, in the mezzanine of the consolidated balance sheets at December 31, 2015 and 2014. The fair value of the warrants issued during the year ended December 31, 2010 in connection with the Series B-2 was $4,148,000 at the dates of issuance based on the following assumptions: an expected life of 5 years, volatility of 126% to 129%, risk free interest rates of 2.27% to 2.43% and zero dividends. The fair value of the warrants issued during the year ended December 31, 2009 in connection with the Series B-2 was $5,333,000 at the dates of issuance based on the following assumptions: an expected life of 5 years, volatility of 124% to 127%, risk free interest rates of 1.98% to 2.70% and zero dividends. The Company allocated the gross proceeds based on the relative fair value of the Series B-2 and the related warrants, resulting in $1,028,000 and $1,732,000 of the proceeds being allocated to additional paid-in capital for the years ended December 31, 2010 and 2009, respectively. The issuance costs of the Series B-2 and the amounts allocated to warrants were recorded as a reduction to the carrying value of the Series B-2 when issued, and are accreted to the redemption value of the Series B-2 through the earliest redemption dates. Due to the redemption feature, the Company has presented the Series B-2 outside of permanent equity, in the mezzanine of the consolidated balance sheets at December 31, 2015 and 2014. The Company analyzed the Series B-2, post-allocation of the gross proceeds, and determined that there was a beneficial conversion feature at the dates of issuance. Because the closing price of the common stock on the closing date was greater than the effective conversion price, $388,000 and $628,000 of the proceeds (limited to the allocation of the proceeds) during the years ended December 31, 2010 and 2009, respectively, were allocated to an embedded beneficial conversion feature of the Series B-2. The amount allocated to the beneficial conversion feature was recorded as a discount to the Series B-2 is being accreted, with such accretion being charged through the earliest redemption dates. Series C 6% Super Dividend Convertible Preferred Stock On December 29, 2010, the Company designated and authorized the sale and issuance of up to 1,000 shares of Series C Super Dividend Convertible Preferred Stock (“Series C”) with a par value of $0.01 and a stated value equal to $10,000 (the “Stated Value”). On December 30, 2010, the Company sold and issued 212 shares of Series C at a price of $10,000 per share for gross proceeds of $2,120,000. The Company incurred $47,000 of cash transaction costs resulting in net cash proceeds of $2,073,000. In addition, the Company issued 500 warrants exercisable at $7.20 to a placement agent which had a de minimis value. Additionally, in January 2011, the Company sold and issued 13 shares of Series C at a price of $10,000 per share for gross proceeds of $130,000. The terms of the Series C are as follows: Conversion Rights Subject to the continuing obligation to pay post conversion dividends, the Company may convert all, but not less than all, of the Series C (plus all accrued and unpaid dividends) into Common Stock, at the Conversion Price, upon such time that the closing price of the Common Stock is no less than $18.00 per share for 15 consecutive trading days. Dividends ® The dividend shall be payable in arrears semiannually on March 31 and September 30, beginning with the first such date after the original issue date; provided, however, that all dividends and all other distributions shall cease, and no further dividends or other distributions shall be paid, in respect of each share of Series C from and after such time that the Maximum Payout has been paid in respect of such share of Series C. Such dividends shall be payable at the Company’s option either in cash or in duly authorized, fully paid and non-assessable shares of Common Stock valued at the higher of (i) $3.00 per share or (ii) the average of the Common Stock trading price for the ten (10) consecutive trading days ending on the trading day that is immediately prior to the dividend payment date. Series C Post Conversion Dividend Right At the date of issuance, the Series C have an embedded dividend right to continue to receive dividend payments after conversion to common stock (the Series C Post Conversion Dividend Right) which requires bifurcation. The value of this post conversion dividend right on the date of issuance was determined to be de minimis due to the fact that the payment of a dividend stream other than the 6% dividend and conversion of Series C prior to the Company achieving sales of GM-CT-01 was deemed improbable at that time. Upon a conversion of the Series C, the Company will be required to record a liability and the related expense during the period of conversion. In July 2011, 5 shares of Series C were converted into 8,334 shares of common stock and 5 Series C Post Conversion Dividend Rights (Dividend Rights) were issued. In 2013, 24 shares of Series C were converted into 40,193 shares of common stock and 24 Dividend Rights were issued. In 2014, 20 shares of Series C were converted into 33,756 shares of common stock and 20 Dividend Rights were issued. Per the terms of the Series C, these Dividend Rights shall continue to participate in dividends, however the Floor shall not apply. At December 31, 2015 and 2014, these Dividend Rights were determined to have a de minimis value, as the payment of a dividend is considered improbable at this time. The Company will continue to evaluate and assess the Series C Post Conversion Dividend Right for each reporting period. Liquidation Rights Redemption ROI Percentage 200% before the second anniversary of the date of issuance; 250% on or after the second anniversary of the date of issuance, but before the third anniversary of the date of issuance; 300% on or after the third anniversary of the date of issuance, but before the fourth anniversary of the date of issuance; 350% on or after the fourth anniversary of the date of issuance, but before the fifth anniversary of the date of issuance; 400% on or after the fifth anniversary of the date of issuance, but before the sixth anniversary of the date of issuance; 450% on or after the sixth anniversary of the date of issuance, but before the seventh anniversary of the date of issuance; 500% on or after the seventh anniversary of the date of issuance, but before the eighth anniversary of the date of issuance; and 550% on or after the eighth anniversary of the date of issuance, but before the ninth anniversary of the date of issuance. Due to the redemption feature, the Company has presented the Series C outside of permanent equity, in the mezzanine of the consolidated balance sheets at December 31, 2015 and 2014. At December 31, 2015, the Series C redemption value was $6,487,000. Voting Rights |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Warrants | 6. Warrants Warrant activity is summarized as follows: Outstanding at December 31, 2013 6,035,229 Issued 20,000 Cancelled (7,500 ) Exercised (576,734 ) Outstanding at December 31, 2014 5,470,995 Issued 3,571,425 Cancelled (133,834 ) Exercised — Outstanding at December 31, 2015 8,908,586 The following table summarizes information with regard to outstanding warrants issued in connection with equity and debt financings and consultants as of December 31, 2015. Issued in Connection With Number Exercise Exercisable Date Expiration Date February 12, 2009 Series B-1 Transaction $0.50 Investor Warrants—Class B 1,200,000 $ 3.00 February 12, 2009 February 12, 2019 May 13, 2009 Series B-2 Transaction $0.50 Investor Warrants—Class B 600,000 $ 3.00 May 13, 2009 May 13, 2019 June 30, 2009 Series B-2 Transaction $0.50 Investor Warrants—Class B 333,333 $ 3.00 June 30, 2009 June 30, 2019 August 12, 2009 Series B-2 Transaction $0.50 Investor Warrants—Class B 200,000 $ 3.00 August 12, 2009 August 12, 2019 September 30, 2009 Series B-2 Transaction $0.50 Investor Warrants—Class B 216,666 $ 3.00 September 30, 2009 September 30, 2019 November 4, 2009 Series B-2 Transaction $0.50 Investor Warrants—Class B 206,666 $ 3.00 November 4, 2009 November 4, 2019 December 8, 2009 Series B-2 Transaction $0.50 Investor Warrants—Class B 216,667 $ 3.00 December 8, 2009 December 8, 2019 January 29, 2010 Series B-2 Transaction $0.50 Investor Warrants—Class B 216,667 $ 3.00 January 29, 2010 January 29, 2020 March 8, 2010 Series B-2 Transaction $0.50 Investor Warrants—Class B 223,334 $ 3.00 March 8, 2010 March 8, 2020 April 30, 2010 Series B-2 Transaction $0.50 Investor Warrants—Class B 206,667 $ 3.00 April 30, 2010 April 30, 2020 May 10, 2010 Series B-2 Transaction $0.50 Investor Warrants—Class B 380,000 $ 3.00 May 10, 2010 May 10, 2020 March 28, 2012 Offering Warrants 1,317,161 $ 5.63 March 28, 2012 March 28, 2017 October 30, 2014 Consultant Warrants 20,000 $ 5.45 October 30, 2014 October 30, 2017 November 25, 2015 Offering Warrants 3,571,425 $ 2.50 May 25, 2016 May 25, 2021 Total outstanding warrants 8,908,586 Consultant Warrants In October 2014, the Company granted warrants to a consultant for the purchase of 20,000 shares of common stock at an exercise price of $5.45 per share. The warrants were valued at $76,000 on issuance based on the following assumptions: an expected life of 3 years, volatility of 117%, risk free interest rate of 0.91% and zero dividends. The warrants vested immediately and the Company recognized an expense of $76,000 related to these warrants during the year ended December 31, 2014. These warrants remain outstanding at December 31, 2015. Offering Warrants On March 28, 2012, the Company sold and issued 1,333,361 Units (2,666,722 shares of common stock and related $5.63 warrants to purchase 1,333,361 shares of common stock) for gross proceeds of $12.0 million (net cash proceeds of $10,403,000 after the underwriting discount and offering costs). The warrants were valued at $4,445,000 as of the issuance date of March 28, 2012, using the closing price of $4.20, a life of 5 years, a volatility of 119% and a risk free interest rate of 1.05%. Based upon the Company’s analysis of the criteria contained in ASC Topic 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” the Company has determined that warrants issued in connection with this financing transaction were not derivative liabilities and therefore, were recorded as additional paid-in capital. At December 31, 2015, 1,317,161 of these warrants remain outstanding. Warrants Modification On May 6, 2013, the Company modified the terms of the Class A-2 and Class B warrants that were originally issued to the 10X Fund with the Series B Preferred Stock offering. The Class B warrants were modified to allow for the cashless exercise of all 4,000,000 outstanding Class B warrants. Previously, only half of the Class B warrants allowed for cashless exercise. The Class A-2 warrants for the purchase of 1,000,000 shares of common and all of the Class B warrants had their exercisable life extended by an additional five years. In exchange for these modifications, the 10X Fund agreed to a future amendment of the Company’s Series B certificate of designation to remove the redemption provision such that the Series B Preferred Stock will no longer be redeemable, if and when the Company will no longer be required to issue Dr. Platt a promissory note as may currently be required under the separation agreement (see Note 11). Should the Company amend their Series B certificate of designation in the future as described above, the Company will be required at that time to evaluate whether such amendment is to be accounted for as a modification or an extinguishment of the Company’s Series B Preferred Stock. The Company has accounted for the modified terms of the Class A-2 and Class B warrants pursuant to ASC 718, Stock Compensation, whereby the Company has recognized a charge for the change in fair value of the warrants immediately before and immediately after the modification. In the second quarter of 2013, the Company recognized a one-time charge of $8,763,000 related to the extension of the 5,000,000 warrants. The following assumptions were used to value the extension of the warrants immediately before and immediately after the modification: a) immediately before the modification — an expected life range of 0.77 to 2.01 years, volatility range of 77% to 96%, risk free interest rate range of 0.11% to 0.22% and zero dividends and; b) immediately following the modification — an expected life range of 5.78 to 7.02 years, volatility range of 113% to 122%, risk free interest rate range of 0.74% to 1.19% and zero dividends. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Stock-Based Compensation | 7. Stock-Based Compensation Summary of Stock-Based Compensation Plans At December 31, 2015, the Company has a stock-based compensation plan where the Company’s common stock has been made available for equity-based incentive grants as part of the Company’s compensation programs. In February 2009, the Company adopted the 2009 Incentive Compensation Plan (the “2009 Plan”) which originally provided for the issuance of up to 3,333,334, which was subsequently increased to 4,733,334 in May 2014, shares of the Company’s common stock in the form of options, stock appreciation rights, restricted stock and other stock-based awards to employees, officers, directors, consultants and other eligible persons. At December 31, 2015, 1,314,729 shares were available for future grant under the 2009 Plan. In addition, the Company has awarded 1,477,379 non-plan stock option grants to employees and non-employees. These non-plan grants have vesting periods and expiration dates similar to those options granted under the Incentive Plans. At December 31, 2015, 1,416,669 non-plan grants were outstanding. Stock-Based Compensation Following is the stock-based compensation expense related to common stock options, restricted common stock and common stock warrants: Year Ended December 31, 2015 2014 2013 Research and development $ 1,018 $ 1,302 $ 991 General and administrative 2,382 2,768 2,798 Total stock-based compensation expense $ 3,400 $ 4,070 $ 3,789 The fair value of the options granted is determined using the Black-Scholes option-pricing model. The following weighted average assumptions were used: 2015 2014 2013 Risk-free interest rate 1.65 % 1.58 % 1.17 % Expected life of the options 6 years 6 years 5.29 years Expected volatility of the underlying stock 101 % 114 % 115 % Expected dividend rate 0 % 0 % 0 % As noted above, the fair value of stock options is determined by using the Black-Scholes option pricing model. For all options granted since January 1, 2006 the Company has generally used option terms of between 5 to 10 years, generally with 5 to 6 years representing the estimated life of options granted to employees. The volatility of the common stock is estimated using historical volatility over a period equal to the expected life at the date of grant. The risk-free interest rate used in the Black-Scholes option pricing model is determined by reference to historical U.S. Treasury constant maturity rates with terms equal to the expected terms of the awards. An expected dividend yield of zero is used in the option valuation model, because the Company does not expect to pay any cash dividends in the foreseeable future. At December 31, 2015, the Company does not anticipate any option awards will be forfeited in the calculation of compensation expense due to the limited number of employees that receive stock option grants and the Company’s historical employee turnover. The following table summarizes the stock option activity in the stock based compensation plans: Number of Weighted Weighted Aggregate Outstanding, December 31, 2012 3,539,961 $ 5.66 Granted 425,426 3.89 Forfeited/Cancelled (403,674 ) 14.19 Exercised (213,008 ) 2.18 Outstanding, December 31, 2013 3,348,705 $ 4.70 Granted 354,823 12.72 Forfeited/Cancelled (124,466 ) 3.80 Exercised (246,445 ) 1.97 Outstanding, December 31, 2014 3,332,617 $ 5.79 Granted 454,000 3.23 Forfeited/Cancelled (348,718 ) 4.42 Exercised (95,574 ) 1.80 Outstanding, December 31, 2015 3,342,325 $ 5.70 6.30 $ 0 Exercisable, December 31, 2015 2,541,299 $ 5.68 5.95 $ 0 The aggregate intrinsic value in the table above represents the total pre-tax amount, net of exercise price, which would have been received by option holders if all option holders had exercised all options with an exercise price lower than the market price on December 31, 2015, based on the closing price of the Company’s common stock of $1.64 on that date. The weighted-average grant-date fair values of options granted during 2015, 2014 and 2013 were $2.57, $10.75 and $3.17, respectively. As of December 31, 2015 and December 31, 2014, there were unvested options to purchase 801,026 and 888,140 shares of common stock, respectively. Total expected unrecognized compensation cost related to such unvested options is $2,440,000 at December 31, 2015, which is expected to be recognized over a weighted-average period of 1.62 years. During the years ended December 31, 2015, 2014 and 2013, the Company issued shares totaling 95,574, 246,445, and 213,008, respectively, upon the exercise of options valued at $146,000, $411,000 and $378,000, respectively. During the years ended December 31, 2015, 2014 and 2013, the Company received $0, $394,000, and $271,000, respectively, for the exercise of stock options. During 2015, 2014 and 2013, 212,501, 35,734, and 173,669 options were exercised on a cashless basis resulting in the issuance of 95,574, 26,109, and 81,591 shares, respectively. The intrinsic value of options exercised during the years ended December 31, 2015, 2014 and 2013 was $313,000, $2,677,000, and $1,498,000, respectively. During the years ended December 31, 2015, 2014 and 2013, 535,692, 676,335, and 614,041 options became vested, respectively. The total grant date fair value of options vested during the years ended December 31, 2015, 2014 and 2013 was $2,753,000, $3,711,000, and $2,406,000 respectively. The following table summarizes additional information regarding outstanding and exercisable options under our stock based compensation plans at December 31, 2015: Options Outstanding Options Exercisable Exercise Price (Range) Number of Weighted Weighted Number of Weighted (in years) $1.80 – 1.83 64,168 5.4 $ 1.81 64,168 $ 1.81 $2.08 – 2.88 911,667 6.3 2.35 729,667 2.25 $3.45 – 4.41 564,517 8.3 3.82 331,202 3.87 $6.24 – 7.56 1,485,473 5.2 6.99 1,185,471 7.00 $13.38 316,500 8.1 13.38 230,791 13.38 3,342,325 6.3 $ 5.70 2,541,299 $ 5.68 The following table summarizes the restricted stock grant activity in the Company’s equity incentive plans from December 31, 2014 through December 31, 2015: Shares Outstanding, December 31, 2014 416,670 Granted 337,935 Exercised — Options forfeited/cancelled — Outstanding, December 31, 2015 754,605 On March 12, 2015, the Company granted 81,352 shares of restricted stock to non-employee directors as a component of their compensation. A total of 77,784 shares were issued to seven directors representing non-cash On April 8, 2015, the Company granted 177,618 shares of restricted stock to non-employee directors in exchange for cancelation of 222,615 stock options. As the exchange was made at fair value, there was no additional non-cash compensation expense recorded in accordance with FASB ASC 718-20. Additionally, on April 8, 2015, the Company granted 71,378 shares of restricted stock to one non-employee director representing $236,975 of non-cash compensation expense which will be recorded on a straight-line basis from grant date to May 21, 2016, when the restricted shares will vest in full. Also, in April and May 2015, the Company granted a total of 7,587 shares of restricted stock to four non-employee directors for service as committee chairs or lead independent director representing $23,500 of non-cash compensation expense which will be recorded on a straight-line basis from grant date to May 21, 2016, when the restricted shares will vest in full. Other Stock Based Compensation Transactions In September 2013, the Company modified certain vested stock options held by a former member of the Company’s board of directors. The individual left the board on May 23, 2013. The modification extended the contractual period of exercise of 103,158 stock options until the end of their original terms instead of such options expiring 3 months after service on the board ended. As a result, the Company recorded a one-time, non-cash charge of $930,000 in general and administrative expenses related to the modification in for the year ended December 31, 2013. In June 2013, the Company issued 25,000 options to a consultant for consulting services, which vested in August 2013. The options are exercisable at $3.97 per share. These options were valued using the Black-Scholes option-pricing model based on a grant date fair value of the Company’s common stock ranging from $3.97 per share upon grant to $7.25 per share at completion of vesting. The Company recorded a $173,000 charge to stock compensation expense over the vesting period of the options. In January 2014, the Company entered into an agreement with a consultant that provided for the grant of 8,966 shares of common stock. The Company recognized an expense of $100,000, representing the fair value of the common stock at issuance, during the year ended December 31, 2014. In October 2015, the Company entered into an agreement with a consultant that provided for the grant of 30,000 shares of common stock. The Company recognized an expense of $71,000, representing the fair value of the common stock at issuance, during the fourth quarter of 2015. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Loss Per Share | 8. Loss Per Share Basic net loss per common share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares and other potential common shares then outstanding. Potential common shares consist of common shares issuable upon the assumed exercise of in-the-money stock options and warrants and potential common shares related to the conversion of the preferred stock. The computation of diluted net loss per share does not assume the issuance of common shares that have an anti-dilutive effect on net loss per share. Year Ended December 31, (in thousands, except share 2015 2014 2013 Net loss $ (20,027 ) $ (15,788 ) $ (12,088 ) Preferred stock dividends (868 ) (943 ) (867 ) Preferred stock accretion (229 ) (229 ) (229 ) Warrant modification — — (8,763 ) Net loss applicable to common stockholders $ (21,124 ) $ (16,960 ) $ (21,947 ) Basic and diluted net loss per share $ (0.88 ) $ (0.78 ) $ (1.30 ) Shares used in computing basic and diluted net loss per share 24,120 21,849 16,874 Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive are as follows: Year Ended 2015 2014 2013 Warrants to purchase shares of common stock 8,908,586 5,470,995 6,035,229 Options to purchase shares of common stock 3,342,325 3,332,617 3,348,705 Shares of common stock issuable upon conversion preferred stock 2,522,936 2,527,103 2,568,771 14,807,681 11,330,715 11,952,705 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies | 9. Commitments and Contingencies Lease Commitments In September 2012, the Company entered into an operating lease for office space in Norcross, GA for a term of twenty-six months, beginning on October 1, 2012 and ending November 30, 2014 at a rate of approximately $3,000 per month. In June 2014, the Company signed an amendment to the lease extending the term through November 30, 2017 with a base monthly rental of approximately $3,300 through the extended term. The original lease provided for free rent for the first two months of the lease and required a security deposit of $6,000. In addition to base rental payments included in the contractual obligations table above, the Company is responsible for our pro-rata share of the operating expenses for the building. Rent expense under this operating lease was $47,000, $44,000 and $39,000 for the years ended December 31, 2015, 2014 and 2013, respectively. Future minimum payments under this lease as of December 31, 2015 are as follows (in thousands): Year ended December 31, 2016 40 2017 41 Total $ 81 Separation Agreement In February 2009, the Company entered into a Separation Agreement in connection with the resignation of David Platt, Ph.D., the Company’s former Chief Executive Officer and Chairman of the Board of Directors. In July 2014, the Company paid the $1 million severance obligation. Shareholder Class Actions and Derivative Lawsuits Between July 30, 2014, and August 6, 2014, three putative class action complaints were filed in the United States District Court for the District of Nevada (the “Nevada District Court”) against the Company and certain of its officers and directors on behalf of all persons who purchased or otherwise acquired the Company’s stock between January 6, 2014 and July 28, 2014. The complaints allege that the defendants made false or misleading statements in certain press releases and other public statements in violation of the federal securities laws and seek class certification, unspecified monetary damages, costs, and attorneys’ fees. The Company disputes the allegations in the complaints and intends to vigorously defend against the claims. On August 22, 2014, the Nevada District Court entered an order consolidating the three cases, relieving the defendants of any obligation to respond to the complaints currently on file, and providing that defendants may respond to a consolidated amended complaint after it is filed by a lead plaintiff(s) to be appointed pursuant to the Private Securities Litigation Reform Act of 1995. On January 5, 2015, the Nevada District Court granted Defendants’ motion to transfer the consolidated putative securities class action to the United States District Court for the Northern District of Georgia. On March 24, 2015, the Court appointed a lead plaintiff (“Plaintiff’). Plaintiff filed his Consolidated Class Action Complaint (the “Complaint”) on May 8, 2015. The Complaint asserts claims on behalf of a putative class of all persons who purchased or otherwise acquired the Company’s common stock between October 25, 2013 and July 28, 2014. The Complaint alleges that the Company and certain of its officers and directors (the “Class Action Individual Defendants”) violated Section 1 O(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and SEC Rule 10b-5 through allegedly false or misleading statements in certain SEC filings, press releases and other public statements. The Complaint further alleges that the Class Action Individual Defendants and one of the Company’s shareholders face liability for the alleged Section 1 O(b) and Rule 10b-5 violations pursuant to Section 20(a) of the Exchange Act. The Complaint seeks class certification, unspecified monetary damages, costs, and attorneys’ fees. The Company disputes the allegations and filed a motion to dismiss the Complaint on June 26, 2015. On December 30, 2015, the Court dismissed the putative class action with prejudice and entered a final judgment in favor of the defendants. Plaintiff has filed a notice of appeal seeking review of the dismissal order and final judgment. On August 1 and 25, 2014, persons claiming to be Galectin shareholders filed putative shareholder derivative complaints in the Nevada District Court, seeking recovery on behalf of the Company against certain of the Company’s directors and officers. On September 10, 2014, the Nevada District Court entered an order consolidating the two cases, relieving the defendants of any obligation to respond to the initial complaints, and providing that defendants may respond to a consolidated complaint to be filed by the plaintiffs. On January 5, 2015, the Nevada District Court granted Defendants’ motion to transfer the consolidated putative derivative litigation to the United States District Court for the Northern District of Georgia (hereinafter referred to as the “Georgia Federal Derivative Action.”) The plaintiffs filed a consolidated complaint on February 27, 2015. On April 6, 2015, the Company and defendants filed motions to dismiss the consolidated complaint. Rather than respond to those motions, the plaintiffs sought and obtained leave to file an amended complaint. Plaintiffs filed their amended complaint (the “Complaint”) on May 26, 2015. The Complaint alleges that certain of the Company’s directors and officers (the “Derivative Action Individual Defendants”) breached their fiduciary duties to the Company’s shareholders by causing or permitting the Company to make allegedly false and misleading public statements concerning the Company’s financial and business prospects. The Complaint also alleges that the Derivative Action Individual Defendants violated the federal securities laws by allegedly making false or misleading statements of material fact in the Company’s proxy filings, committed waste of corporate assets, were unjustly enriched, and that certain defendants breached their fiduciary duties through allegedly improper sales of Galectin stock. In addition, the Complaint alleges that the Derivative Action Individual Defendants and one of the Company’s shareholders aided and abetted the alleged breaches of fiduciary duties. The Complaint seeks unspecified monetary damages on behalf of the Company, corporate governance reforms, disgorgement of profits, benefits and compensation by the defendants, costs, and attorneys ‘and experts’ fees. The Company and defendants filed motions to dismiss the Complaint on July 8, 2015. On December 30, 2015, the United States District Court for the Northern District of Georgia dismissed the Georgia Federal Derivative Action with prejudice and entered a final judgment in favor of the defendants. Plaintiffs have filed a notice of appeal seeking review of the dismissal order and final judgment. On August 29, 2014, another alleged Galectin shareholder filed a putative shareholder derivative complaint in state court in Las Vegas, Nevada, seeking recovery on behalf of the Company against the same Galectin directors and officers who are named as defendants in the derivative litigation pending in the Georgia Federal Derivative Action. The plaintiff in the Nevada action subsequently filed first and second amended complaints. The second amended complaint alleges claims for breach of fiduciary duties, unjust enrichment, and waste of corporate assets, based on allegations that are substantially similar to those asserted in the Georgia Federal Derivative Action (except that the Nevada action does not allege violations of the federal securities laws and does not assert any claim against the Galectin shareholder named as a defendant in the Georgia Federal Derivative Action), and seeks unspecified monetary damages on behalf of the Company, corporate governance reforms, disgorgement of profits, benefits and compensation by the defendants, costs, and attorneys’ and experts’ fees. The Company and defendants filed motions to dismiss the second amended complaint on April 22, 2015. On April 29, 2015, the plaintiffs in the Georgia Federal Derivative Action filed a motion to intervene in the Nevada action which, among other things, raised questions regarding the Nevada plaintiffs standing. Thereafter, the Nevada plaintiff filed a motion to join additional plaintiffs. At a hearing held on June 11, 2015, the Nevada court: (i) granted the Georgia Federal Derivative Action plaintiffs’ motion to intervene; (ii) directed the Georgia Federal Derivative Action plaintiffs to file a complaint in intervention; (iii) directed the Nevada plaintiff to file a motion for leave to file a further amended complaint to add additional plaintiffs; (iv) stated that the defendants’ motions to dismiss the second amended complaint were denied “at this point;” (v) ordered the Nevada action stayed until December 11 , 2015 ; and (vi) directed the parties to submit a status report on December 11, 2015, updating the court on the progress and status of the Georgia Federal Derivative Action. On July 9, 2015, pursuant to the Nevada State Court’s instruction, the Georgia Federal Derivative Action plaintiffs filed a complaint-in-intervention in Nevada State Court, asserting similar claims to the ones they alleged in the Georgia Federal Derivative Action described above. On December 11, 2015, further to the Nevada State Court’s instruction, the parties submitted status reports detailing the status of the Georgia Federal Derivative Action. On January 5, 2016, the Nevada State Court held a status conference during which the dismissal of the Georgia Federal Derivative Action was discussed. Subsequent to that conference, on January 19, 2016, the defendants filed a motion to dismiss the Nevada State Court litigation based on the dismissal of the similar Georgia Federal Derivative Action, among other grounds. Defendants’ motion to dismiss was fully briefed to the Nevada court in February 2016. At a hearing on March 3, 2016, the Nevada State Court granted dismissal of the Nevada State Court litigation pending entry of a final order of dismissal. Once the final order of dismissal is entered, plaintiffs will have 30 days to appeal. Estimating an amount or range of possible losses resulting from litigation proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, are in the early stages of the proceedings, and are subject to appeal. In addition, because most legal proceedings are resolved over extended periods of time, potential losses are subject to change due to, among other things, new developments, changes in legal strategy, the outcome of intermediate procedural and substantive rulings and other parties’ settlement posture and their evaluation of the strength or weakness of their case against us. For these reasons, we are currently unable to predict the ultimate timing or outcome of, or reasonably estimate the possible losses or a range of possible losses resulting from, the matters described above. Based on information currently available, the Company does not believe that any reasonably possible losses arising from currently pending legal matters will be material to the Company’s results of operations or financial condition. However, in light of the inherent uncertainties involved in such matters, an adverse outcome in one or more of these matters could materially and adversely affect the Company’s financial condition, results of operations or cash flows in any particular reporting period. Other Legal Proceedings The Company records accruals for such contingencies to the extent that the Company concludes that their occurrence is probable and the related damages are estimable. There are no other pending legal proceedings except as noted above. |
Galectin Sciences LLC
Galectin Sciences LLC | 12 Months Ended |
Dec. 31, 2015 | |
Galectin Sciences LLC | 10. Galectin Sciences LLC In January 2014, we created Galectin Sciences, LLC (the “LLC” or “Investee”), a collaborative joint venture co-owned by SBH Sciences, Inc. (“SBH”), to research and develop small organic molecule inhibitors of galectin-3 for oral administration. The LLC was initially capitalized with a $400,000 cash investment to fund future research and development activities, which was provided by the Company, and specific in-process research and development (“IPR&D”) contributed by SBH. The estimated fair value of the IPR&D contributed by SBH, on the date of contribution, was $400,000. Initially, the Company and SBH have a 50% equity ownership interest in the LLC, with neither party having control over the LLC. Accordingly from inception through the fourth quarter of 2014, the Company accounted for its investment in the LLC using the equity method of accounting. Under the equity method of accounting, the Company’s investment was initially recorded at cost with subsequent adjustments to the carrying value to recognize additional investments in or distributions from the Investee, as well as the Company’s share of the Investee’s earnings, losses and/or changes in capital. The estimated fair value of the IPR&D contributed to the LLC was immediately expensed upon contribution as there was no alternative future use available at the point of contribution. The operating agreement provides that if either party does not desire to contribute its equal share of funding required after the initial capitalization, then the other party, providing all of the funding, will have its ownership share increased in proportion to the total amount contributed from inception. In the fourth quarter of 2014, after the LLC had expended the $400,000 in cash, SBH decided not to contribute its share of the funding required. As a result, the Company contributed the $73,000 needed for the fourth quarter of 2014 expenses of the LLC. As a result, the Company’s ownership percentage in the LLC was 54.2% at December 31, 2014. The Company contributed $687,000 for the LLC expenses in 2015 adjusting the Company’s ownership percentage to 74.7% at December 31, 2015. The Company accounts for the interest in the LLC as a consolidated, less than wholly owned subsidiary. Because the LLC’s equity is immaterial, the value of the non-controlling interest is also deemed to be immaterial. The Company’s portion of the LLC’s net loss for 2014, prior to the change in accounting discussed previously, was $400,000, which includes the Company’s proportionate share of the non-cash charge associated with the contributed IPR&D of $200,000. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes | 11. Income Taxes The components of the net deferred tax assets are as follows at December 31: 2015 2014 (in thousands) Operating loss carryforwards $ 37,152 $ 30,578 Tax credit carryforwards 1,195 645 Other temporary differences 5,048 4,689 43,395 35,912 Less valuation allowance (43,395 ) (35,912 ) Net deferred tax asset $ — $ — The primary factors affecting the Company’s income tax rates were as follows: 2015 2014 2013 Tax benefit at U.S. statutory rates (34 %) (34 %) (34 %) State tax benefit (5 %) (5.3 %) (5.3 %) Permanent differences 2.6 % 5.4 % 0.9 % Expiring state NOL’s 0.9 % 1.4 % 1.8 % Changes in valuation allowance 35.5 % 32.5 % 36.6 % 0 % 0 % 0 % As of December 31, 2015, the Company has federal and state net operating loss carryforwards totaling $99,642,000 and $60,459,000 respectively, which expire through 2034. The net operating losses include Federal and State excess benefits related to stock options of $707,000 that will be charged to additional paid-in capital when utilized. In addition, the Company has federal and state research and development credits of $998,000 and $196,000, respectively, which expire through 2034. Ownership changes, as defined by Section 382 of the Internal Revenue Code, may have limited the amount of net operating loss carryforwards that can be utilized annually to offset future taxable income. Subsequent ownership changes could further affect the limitation in future years. Because of the Company’s limited operating history and its recorded losses, management has provided, in each of the last two years, a 100% valuation allowance against the Company’s net deferred tax assets. The Company is subject to taxation in the U.S. and various states. Based on the history of net operating losses all jurisdictions and tax years are open for examination until the operating losses are utilized or the statute of limitations expires. As of December 31, 2015 and 2014, the Company does not have any significant uncertain tax positions. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events | 12. Subsequent Events On January 6, 2016, the Company’s Board of Directors terminated the employment of its executive chairman in connection with electing a new non-executive chairman of the Board. Accordingly in January 2016, the Company recorded the severance obligation of $250,000 and non-cash stock compensation due to the acceleration of stock options of $578,000. |
Quarterly financial data (unaud
Quarterly financial data (unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly financial data (unaudited) | 13. Quarterly financial data (unaudited) 2015 Quarters ended (In thousands except per share data) December 31 September 30 June 30 March 31 Net loss $ (4,671 ) $ (5,887 ) $ (4,643 ) $ (4,826 ) Net loss applicable to common stockholders (4,967 ) (6,152 ) (4,931 ) (5,074 ) Basic and diluted net loss per share $ (0.19 ) $ (0.26 ) $ (0.21 ) $ (0.22 ) 2014 Quarters ended (In thousands except per share data) December 31 September 30 June 30 March 31 Net loss $ (3,731 ) $ (3,518 ) $ (3,429 ) $ (5,110 ) Net loss applicable to common stockholders (3,968 ) (3,853 ) (3,731 ) (5,408 ) Basic and diluted net loss per share $ (0.17 ) $ (0.17 ) $ (0.17 ) $ (0.27 ) |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Basis of Consolidation | Basis of Consolidation. |
Use of Estimates | Use of Estimates. |
Fair Value Measurements | Fair Value Measurements |
Cash and Cash Equivalents | Cash and Cash Equivalents. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets. |
Property and Equipment | Property and Equipment. |
Security Deposit | Security Deposit. |
Intangible Assets | Intangible Assets. |
Long-Lived Assets | Long-Lived Assets. |
Accrued Expenses | Accrued Expenses |
Warrants Modification. | Warrants Modification. |
Research and Development Expenses | Research and Development Expenses. |
Income Taxes | Income Taxes. |
Concentration of Credit Risk | Concentration of Credit Risk. |
Stock-Based Compensation | Stock-Based Compensation. Equity-Based Payments to Non-employees |
New Accounting Pronouncements | New Accounting Pronouncements. In August 2014, the FASB issued Accounting Standard Update No. 2014-15, Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property and Equipment | Property and equipment consists of the following at December 31: 2015 2014 (in thousands) Leasehold improvements $ 2 $ 2 Computer and office equipment 13 13 Furniture and fixtures 59 59 Total 74 74 Less accumulated depreciation and amortization (74 ) (73 ) Property and equipment—net $ — $ 1 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued Expenses | Accrued expenses consist of the following at December 31: 2015 2014 (in thousands) Legal and accounting fees $ 123 $ 118 Accrued compensation 626 604 Accrued research and development costs and other 96 7 Total $ 845 $ 729 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Return on Investment | The ROI Percentage shall mean the percentage that applies as of the redemption date, as follows: ROI Percentage 200% before the second anniversary of the date of issuance; 250% on or after the second anniversary of the date of issuance, but before the third anniversary of the date of issuance; 300% on or after the third anniversary of the date of issuance, but before the fourth anniversary of the date of issuance; 350% on or after the fourth anniversary of the date of issuance, but before the fifth anniversary of the date of issuance; 400% on or after the fifth anniversary of the date of issuance, but before the sixth anniversary of the date of issuance; 450% on or after the sixth anniversary of the date of issuance, but before the seventh anniversary of the date of issuance; 500% on or after the seventh anniversary of the date of issuance, but before the eighth anniversary of the date of issuance; and 550% on or after the eighth anniversary of the date of issuance, but before the ninth anniversary of the date of issuance. |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Summary of Information with Regard to Outstanding Warrants Issued in Connection with Equity and Debt Financings and Consultants | Warrant activity is summarized as follows: Outstanding at December 31, 2013 6,035,229 Issued 20,000 Cancelled (7,500 ) Exercised (576,734 ) Outstanding at December 31, 2014 5,470,995 Issued 3,571,425 Cancelled (133,834 ) Exercised — Outstanding at December 31, 2015 8,908,586 The following table summarizes information with regard to outstanding warrants issued in connection with equity and debt financings and consultants as of December 31, 2015. Issued in Connection With Number Exercise Exercisable Date Expiration Date February 12, 2009 Series B-1 Transaction $0.50 Investor Warrants—Class B 1,200,000 $ 3.00 February 12, 2009 February 12, 2019 May 13, 2009 Series B-2 Transaction $0.50 Investor Warrants—Class B 600,000 $ 3.00 May 13, 2009 May 13, 2019 June 30, 2009 Series B-2 Transaction $0.50 Investor Warrants—Class B 333,333 $ 3.00 June 30, 2009 June 30, 2019 August 12, 2009 Series B-2 Transaction $0.50 Investor Warrants—Class B 200,000 $ 3.00 August 12, 2009 August 12, 2019 September 30, 2009 Series B-2 Transaction $0.50 Investor Warrants—Class B 216,666 $ 3.00 September 30, 2009 September 30, 2019 November 4, 2009 Series B-2 Transaction $0.50 Investor Warrants—Class B 206,666 $ 3.00 November 4, 2009 November 4, 2019 December 8, 2009 Series B-2 Transaction $0.50 Investor Warrants—Class B 216,667 $ 3.00 December 8, 2009 December 8, 2019 January 29, 2010 Series B-2 Transaction $0.50 Investor Warrants—Class B 216,667 $ 3.00 January 29, 2010 January 29, 2020 March 8, 2010 Series B-2 Transaction $0.50 Investor Warrants—Class B 223,334 $ 3.00 March 8, 2010 March 8, 2020 April 30, 2010 Series B-2 Transaction $0.50 Investor Warrants—Class B 206,667 $ 3.00 April 30, 2010 April 30, 2020 May 10, 2010 Series B-2 Transaction $0.50 Investor Warrants—Class B 380,000 $ 3.00 May 10, 2010 May 10, 2020 March 28, 2012 Offering Warrants 1,317,161 $ 5.63 March 28, 2012 March 28, 2017 October 30, 2014 Consultant Warrants 20,000 $ 5.45 October 30, 2014 October 30, 2017 November 25, 2015 Offering Warrants 3,571,425 $ 2.50 May 25, 2016 May 25, 2021 Total outstanding warrants 8,908,586 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stock-Based Compensation Expense Related to Common Stock Options, Restricted Common Stock and Common Stock Warrants | Following is the stock-based compensation expense related to common stock options, restricted common stock and common stock warrants: Year Ended December 31, 2015 2014 2013 Research and development $ 1,018 $ 1,302 $ 991 General and administrative 2,382 2,768 2,798 Total stock-based compensation expense $ 3,400 $ 4,070 $ 3,789 |
Weighted Average Assumptions Used to Determine Fair Value of Options Granted | The fair value of the options granted is determined using the Black-Scholes option-pricing model. The following weighted average assumptions were used: 2015 2014 2013 Risk-free interest rate 1.65 % 1.58 % 1.17 % Expected life of the options 6 years 6 years 5.29 years Expected volatility of the underlying stock 101 % 114 % 115 % Expected dividend rate 0 % 0 % 0 % |
Summary of Stock Option Activity | The following table summarizes the stock option activity in the stock based compensation plans: Number of Weighted Weighted Aggregate Outstanding, December 31, 2012 3,539,961 $ 5.66 Granted 425,426 3.89 Forfeited/Cancelled (403,674 ) 14.19 Exercised (213,008 ) 2.18 Outstanding, December 31, 2013 3,348,705 $ 4.70 Granted 354,823 12.72 Forfeited/Cancelled (124,466 ) 3.80 Exercised (246,445 ) 1.97 Outstanding, December 31, 2014 3,332,617 $ 5.79 Granted 454,000 3.23 Forfeited/Cancelled (348,718 ) 4.42 Exercised (95,574 ) 1.80 Outstanding, December 31, 2015 3,342,325 $ 5.70 6.30 $ 0 Exercisable, December 31, 2015 2,541,299 $ 5.68 5.95 $ 0 |
Summary of Additional Information Regarding Outstanding and Exercisable Options under Stock Based Compensation Plans | The following table summarizes additional information regarding outstanding and exercisable options under our stock based compensation plans at December 31, 2015: Options Outstanding Options Exercisable Exercise Price (Range) Number of Weighted Weighted Number of Weighted (in years) $1.80 – 1.83 64,168 5.4 $ 1.81 64,168 $ 1.81 $2.08 – 2.88 911,667 6.3 2.35 729,667 2.25 $3.45 – 4.41 564,517 8.3 3.82 331,202 3.87 $6.24 – 7.56 1,485,473 5.2 6.99 1,185,471 7.00 $13.38 316,500 8.1 13.38 230,791 13.38 3,342,325 6.3 $ 5.70 2,541,299 $ 5.68 |
Summary of Restricted Stock Grant Activity | The following table summarizes the restricted stock grant activity in the Company’s equity incentive plans from December 31, 2014 through December 31, 2015: Shares Outstanding, December 31, 2014 416,670 Granted 337,935 Exercised — Options forfeited/cancelled — Outstanding, December 31, 2015 754,605 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Computation of Diluted Net Loss Per Share does not Assume Issuance of Common Shares that have an Anti-dilutive Effect on Net Loss Per Share | The computation of diluted net loss per share does not assume the issuance of common shares that have an anti-dilutive effect on net loss per share. Year Ended December 31, (in thousands, except share 2015 2014 2013 Net loss $ (20,027 ) $ (15,788 ) $ (12,088 ) Preferred stock dividends (868 ) (943 ) (867 ) Preferred stock accretion (229 ) (229 ) (229 ) Warrant modification — — (8,763 ) Net loss applicable to common stockholders $ (21,124 ) $ (16,960 ) $ (21,947 ) Basic and diluted net loss per share $ (0.88 ) $ (0.78 ) $ (1.30 ) Shares used in computing basic and diluted net loss per share 24,120 21,849 16,874 |
Dilutive Shares Which Could Exist Pursuant to Exercise of Outstanding Stock Instruments and Which were not Included in Calculation | Dilutive shares which could exist pursuant to the exercise of outstanding stock instruments and which were not included in the calculation because their affect would have been anti-dilutive are as follows: Year Ended 2015 2014 2013 Warrants to purchase shares of common stock 8,908,586 5,470,995 6,035,229 Options to purchase shares of common stock 3,342,325 3,332,617 3,348,705 Shares of common stock issuable upon conversion preferred stock 2,522,936 2,527,103 2,568,771 14,807,681 11,330,715 11,952,705 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Future Minimum Payments of Operating Lease | Future minimum payments under this lease as of December 31, 2015 are as follows (in thousands): Year ended December 31, 2016 40 2017 41 Total $ 81 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Components of Net Deferred Tax Assets | The components of the net deferred tax assets are as follows at December 31: 2015 2014 (in thousands) Operating loss carryforwards $ 37,152 $ 30,578 Tax credit carryforwards 1,195 645 Other temporary differences 5,048 4,689 43,395 35,912 Less valuation allowance (43,395 ) (35,912 ) Net deferred tax asset $ — $ — |
Primary Factors Affecting Income Tax Rates | The primary factors affecting the Company’s income tax rates were as follows: 2015 2014 2013 Tax benefit at U.S. statutory rates (34 %) (34 %) (34 %) State tax benefit (5 %) (5.3 %) (5.3 %) Permanent differences 2.6 % 5.4 % 0.9 % Expiring state NOL’s 0.9 % 1.4 % 1.8 % Changes in valuation allowance 35.5 % 32.5 % 36.6 % 0 % 0 % 0 % |
Quarterly financial data (una30
Quarterly financial data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of Quarterly Financial Information | 2015 Quarters ended (In thousands except per share data) December 31 September 30 June 30 March 31 Net loss $ (4,671 ) $ (5,887 ) $ (4,643 ) $ (4,826 ) Net loss applicable to common stockholders (4,967 ) (6,152 ) (4,931 ) (5,074 ) Basic and diluted net loss per share $ (0.19 ) $ (0.26 ) $ (0.21 ) $ (0.22 ) 2014 Quarters ended (In thousands except per share data) December 31 September 30 June 30 March 31 Net loss $ (3,731 ) $ (3,518 ) $ (3,429 ) $ (5,110 ) Net loss applicable to common stockholders (3,968 ) (3,853 ) (3,731 ) (5,408 ) Basic and diluted net loss per share $ (0.17 ) $ (0.17 ) $ (0.17 ) $ (0.27 ) |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Basis of Presentation [Line Items] | ||||
Unrestricted cash and cash equivalents | $ 25,846 | $ 29,128 | $ 10,489 | $ 9,364 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Significant Accounting Policies [Line Items] | |||
Cash equivalents | $ 0 | $ 0 | |
Security deposit for leased office space | $ 6,000 | 6,000 | |
Estimated useful lives of intangible assets | 5 years | ||
Amortization expense of intangible assets | $ 6,000 | 8,000 | $ 7,000 |
Gross intangible assets | 78,000 | 78,000 | |
Accumulated amortization of intangible assets | 69,000 | 63,000 | |
Level 2 | |||
Significant Accounting Policies [Line Items] | |||
Fair value of assets | 0 | 0 | |
Fair value of liabilities | 0 | 0 | |
Level 3 | |||
Significant Accounting Policies [Line Items] | |||
Fair value of assets | 0 | 0 | |
Fair value of liabilities | $ 0 | $ 0 | |
Computer and office equipment | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful lives of property and equipment | 3 years | ||
Furniture and fixtures | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful lives of property and equipment | 5 years |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 74 | $ 74 |
Less accumulated depreciation and amortization | (74) | (73) |
Property and equipment-net | 1 | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2 | 2 |
Computer and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 13 | 13 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 59 | $ 59 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 1,000 | $ 2,000 | $ 3,000 |
Accrued Expenses (Detail)
Accrued Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Accrued Liabilities [Line Items] | ||
Legal and accounting fees | $ 123 | $ 118 |
Accrued compensation | 626 | 604 |
Accrued research and development costs and other | 96 | 7 |
Total | $ 845 | $ 729 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | Aug. 16, 2013USD ($)shares | Jun. 26, 2011 | Dec. 30, 2010USD ($)$ / sharesshares | Feb. 12, 2009USD ($)shares | May. 21, 2008USD ($) | Feb. 04, 2008USD ($)$ / sharesshares | Jan. 31, 2014USD ($)shares | Jul. 31, 2011shares | Jan. 31, 2011USD ($)$ / sharesshares | Feb. 28, 2014USD ($)shares | Dec. 31, 2015USD ($)$ / sharesshares | Nov. 25, 2015USD ($)Investors$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)shares | Dec. 31, 2012shares | Dec. 31, 2011USD ($)Person$ / sharesshares | Dec. 31, 2010USD ($) | Dec. 31, 2009USD ($) | Dec. 31, 2008USD ($) | Dec. 31, 2007USD ($) | May. 31, 2010USD ($)shares | Oct. 31, 2014$ / shares | Mar. 30, 2014USD ($) | Oct. 25, 2013USD ($) | Dec. 29, 2010$ / sharesshares |
Class of Stock [Line Items] | |||||||||||||||||||||||||
Common stock, shares authorized | shares | 50,000,000 | 50,000,000 | |||||||||||||||||||||||
Undesignated stock, shares authorized | shares | 20,000,000 | 20,000,000 | |||||||||||||||||||||||
Series A 12% convertible preferred stock, shares authorized | shares | 5,000,000 | 5,000,000 | |||||||||||||||||||||||
Undesignated stock, undesignated | shares | 11,999,000 | ||||||||||||||||||||||||
Shares of common stock issued | shares | 500,000 | 4,761,900 | |||||||||||||||||||||||
Proceeds from sale of common stock | $ 3,000,000 | ||||||||||||||||||||||||
Warrants issued | shares | 0 | 500 | 3,571,425 | ||||||||||||||||||||||
Stock issuance costs | $ 0 | ||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 13,701,000 | $ 9,130,000 | $ 29,337,000 | $ 3,833,000 | |||||||||||||||||||||
Price of common stock per share | $ / shares | $ 2.06 | ||||||||||||||||||||||||
Number of institutional investors | Investors | 3 | ||||||||||||||||||||||||
Warrants issued, per share price | $ / shares | $ 2.50 | ||||||||||||||||||||||||
Warrants exercisable beginning date | May 25, 2016 | ||||||||||||||||||||||||
Warrants expiration date | May 25, 2021 | ||||||||||||||||||||||||
Fair value of warrants | $ 984,000 | $ 5,893,000 | |||||||||||||||||||||||
Fair market value of common stock per share | $ / shares | $ 3.54 | $ 1.64 | $ 2.28 | ||||||||||||||||||||||
Fair value assumptions, term of warrants | 5 years 6 months | ||||||||||||||||||||||||
Fair value assumptions, volatility rate | 95.00% | 93.00% | |||||||||||||||||||||||
Fair value assumptions, risk free interest rate | 2.51% | 1.84% | |||||||||||||||||||||||
Warrants issued | shares | 1,400 | ||||||||||||||||||||||||
Exercise price of warrant | $ / shares | $ 7.20 | $ 9 | |||||||||||||||||||||||
Change in fair value of warrant liabilities | $ 100,000 | ||||||||||||||||||||||||
Warrant liability credited to additional paid in capital | $ 502,000 | ||||||||||||||||||||||||
Warrants issuable | shares | 6,000,000 | ||||||||||||||||||||||||
Promissory note, interest rate | 15.00% | ||||||||||||||||||||||||
Minimum | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Fair market value of common stock per share | $ / shares | $ 9 | ||||||||||||||||||||||||
Maximum | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Maximum increase in number of shares issuable without approval of the holders of the majority of shares of series B outstanding | shares | 250,000 | ||||||||||||||||||||||||
Series B Directors | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of board of directors | Person | 2 | ||||||||||||||||||||||||
Series B Nominees | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of board of directors | Person | 2 | ||||||||||||||||||||||||
Series B Nominees | Maximum | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of board of directors | Person | 3 | ||||||||||||||||||||||||
Series A and B Warrants | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Exercise price of warrant | $ / shares | $ 3 | ||||||||||||||||||||||||
Series A One Warrant | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of consecutive trading days | 15 days | ||||||||||||||||||||||||
Market value of common stock | $ / shares | $ 7.50 | ||||||||||||||||||||||||
Cash proceeds from warrant exercises | $ 3,000,000 | ||||||||||||||||||||||||
Series A Two Warrant | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Market value of common stock | $ / shares | $ 10.50 | ||||||||||||||||||||||||
Cash proceeds from warrant exercises | $ 1,500,000 | $ 1,500,000 | |||||||||||||||||||||||
Number of warrants exercised | shares | 500,000 | 500,000 | |||||||||||||||||||||||
Warrant | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Stock issuance costs | $ 3,000 | ||||||||||||||||||||||||
Exercise price of warrant | $ / shares | $ 5.45 | ||||||||||||||||||||||||
Termination notice period | 30 days | ||||||||||||||||||||||||
Number of warrants exercised | shares | 576,734 | ||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Shares of common stock issued | shares | 6,059,116 | 2,881,269 | 599,942 | ||||||||||||||||||||||
Conversion of Series A to common stock | shares | 4,167 | 8,334 | 18,387 | 30,000 | |||||||||||||||||||||
2013 At Market Agreement | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Shares of common stock issued | shares | 2,663,647 | 99,942 | |||||||||||||||||||||||
Aggregate offering price | $ 30,000,000 | ||||||||||||||||||||||||
Commission to sales agent as a percentage of gross proceeds | 3.00% | ||||||||||||||||||||||||
Gross proceeds from sale of common stock | $ 944,000 | ||||||||||||||||||||||||
Initial legal and accounting costs | 82,000 | ||||||||||||||||||||||||
Commissions | 29,000 | ||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 28,178,000 | $ 833,000 | |||||||||||||||||||||||
2014 At Market Agreement | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Shares of common stock issued | shares | 1,297,216 | 217,622 | |||||||||||||||||||||||
Aggregate offering price | $ 30,000,000 | ||||||||||||||||||||||||
Commission to sales agent as a percentage of gross proceeds | 3.00% | ||||||||||||||||||||||||
Gross proceeds from sale of common stock | $ 1,196,000 | ||||||||||||||||||||||||
Commissions | 36,000 | ||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 4,571,000 | $ 1,159,000 | |||||||||||||||||||||||
Price of common stock per share | $ / shares | $ 5.49 | ||||||||||||||||||||||||
Series B-1 12% redeemable convertible preferred stock | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Convertible preferred stock, shares authorized | shares | 900,000 | 900,000 | |||||||||||||||||||||||
Shares of common stock issued | shares | 900,000 | ||||||||||||||||||||||||
Warrants issued | shares | 1,800,000 | ||||||||||||||||||||||||
Fair value of warrants | $ 1,296,000 | ||||||||||||||||||||||||
Fair value assumptions, term of warrants | 5 years | ||||||||||||||||||||||||
Fair value assumptions, volatility rate | 118.00% | ||||||||||||||||||||||||
Fair value assumptions, risk free interest rate | 1.79% | ||||||||||||||||||||||||
Fair value assumptions, dividend rate | 0.00% | ||||||||||||||||||||||||
Convertible preferred stock, redemption value | $ 1,800,000 | ||||||||||||||||||||||||
Series B-1 12% redeemable convertible preferred stock | Additional Paid-In Capital | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Proceeds from issuance of equity | $ 1,105,000 | ||||||||||||||||||||||||
Series B-2 12% redeemable convertible preferred stock | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Convertible preferred stock, shares authorized | shares | 2,100,000 | 2,100,000 | |||||||||||||||||||||||
Shares of common stock issued | shares | 2,100,000 | ||||||||||||||||||||||||
Warrants issued | shares | 4,200,000 | ||||||||||||||||||||||||
Fair value of warrants | $ 4,148,000 | $ 5,333,000 | |||||||||||||||||||||||
Fair value assumptions, term of warrants | 5 years | 5 years | |||||||||||||||||||||||
Proceeds from issuance of equity | $ 5,483,000 | ||||||||||||||||||||||||
Fair value assumptions, dividend rate | 0.00% | 0.00% | |||||||||||||||||||||||
Convertible preferred stock, redemption value | $ 4,200,000 | ||||||||||||||||||||||||
Series B-2 12% redeemable convertible preferred stock | Minimum | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Fair value assumptions, volatility rate | 126.00% | 124.00% | |||||||||||||||||||||||
Fair value assumptions, risk free interest rate | 2.27% | 1.98% | |||||||||||||||||||||||
Series B-2 12% redeemable convertible preferred stock | Maximum | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Fair value assumptions, volatility rate | 129.00% | 127.00% | |||||||||||||||||||||||
Fair value assumptions, risk free interest rate | 2.43% | 2.70% | |||||||||||||||||||||||
Series B-2 12% redeemable convertible preferred stock | Additional Paid-In Capital | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Proceeds from issuance of equity | $ 1,028,000 | $ 1,732,000 | |||||||||||||||||||||||
Series B-2 12% redeemable convertible preferred stock | Beneficial Conversion Feature | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Proceeds from issuance of equity | $ 388,000 | $ 628,000 | |||||||||||||||||||||||
Series C super dividend convertible preferred stock | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Convertible preferred stock, shares authorized | shares | 1,000 | 1,000 | 1,000 | ||||||||||||||||||||||
Shares of common stock issued | shares | 212 | 13 | |||||||||||||||||||||||
Stock issuance costs | $ 47,000 | ||||||||||||||||||||||||
Fair market value of common stock per share | $ / shares | $ 3 | ||||||||||||||||||||||||
Preferred stock, dividend rate | 6.00% | ||||||||||||||||||||||||
Stock price per share | $ / shares | $ 10,000 | $ 10,000 | |||||||||||||||||||||||
Number of consecutive trading days prior to dividend payment date | 10 days | ||||||||||||||||||||||||
Number of consecutive trading days for conversion of preferred stock | 15 days | ||||||||||||||||||||||||
Common shares issuable upon conversion of preferred stock | shares | 1,667 | ||||||||||||||||||||||||
Convertible stock conversion price | $ / shares | $ 6 | ||||||||||||||||||||||||
Liquidation preference per share after series A preferred stock | $ / shares | $ 10,000 | ||||||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.01 | ||||||||||||||||||||||||
Preferred stock, stated value | $ / shares | $ 10,000 | ||||||||||||||||||||||||
Proceeds from issuance of preferred stock | $ 2,120,000 | $ 130,000 | |||||||||||||||||||||||
Proceeds from issuance of preferred stock, net | $ 2,073,000 | ||||||||||||||||||||||||
Convertible preferred shares | shares | 5 | 176 | 20 | 24 | |||||||||||||||||||||
Common stocks issued upon conversion of Preferred Stock | shares | 8,334 | 293,340 | 33,756 | 40,193 | |||||||||||||||||||||
Post conversion dividend rights issued | shares | 5 | 20 | 24 | ||||||||||||||||||||||
Post conversion redemption right, return on investment multiplier amount | $ 10,000 | ||||||||||||||||||||||||
Preferred stock redemption price | $ / shares | $ 3 | ||||||||||||||||||||||||
Number of trading days ending immediately prior to the date of redemption | 10 days | ||||||||||||||||||||||||
Convertible preferred stock, redemption value | $ 6,487,000 | ||||||||||||||||||||||||
Series C super dividend convertible preferred stock | Minimum | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Minimum closing price of the common stock to require conversion | $ / shares | $ 18 | ||||||||||||||||||||||||
Series C super dividend convertible preferred stock | Maximum | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Convertible preferred stock dividend | $ 100,000 | ||||||||||||||||||||||||
Redemption period | 30 days | ||||||||||||||||||||||||
Series C super dividend convertible preferred stock | First Payment | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Dividend payable date | --03-31 | ||||||||||||||||||||||||
Series C super dividend convertible preferred stock | Second Payment | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Dividend payable date | --09-30 | ||||||||||||||||||||||||
Series C super dividend convertible preferred stock | Series A Preferred Stock | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Dividend as percentage of net sales | 2.50% | ||||||||||||||||||||||||
Series C super dividend convertible preferred stock | Series B One Preferred Stock | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Dividend as percentage of net sales | 1.25% | ||||||||||||||||||||||||
Series A 12% convertible preferred stock | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Stock issuance costs | $ 52,000 | ||||||||||||||||||||||||
Preferred stock, dividend rate | 12.00% | 12.00% | |||||||||||||||||||||||
Stock price per share | $ / shares | $ 6 | ||||||||||||||||||||||||
Share of Series A Preferred in each unit issued | shares | 1 | ||||||||||||||||||||||||
Number of warrant to purchase one share of common stock in each unit issued | shares | 1 | ||||||||||||||||||||||||
Dividend, percentage of value weighted average share price | 10000.00% | ||||||||||||||||||||||||
Number of consecutive trading days prior to dividend payment date | 20 days | ||||||||||||||||||||||||
Convertible stock conversion ratio | 0.1667 | ||||||||||||||||||||||||
Number of consecutive trading days for conversion of preferred stock | 15 days | ||||||||||||||||||||||||
Subscription advances received | $ 1,742,500 | ||||||||||||||||||||||||
Proceeds from issuance of equity | $ 1,691,000 | ||||||||||||||||||||||||
Conversion of Series A to common stock | shares | 25,000 | 50,000 | 110,000 | 180,000 | |||||||||||||||||||||
Series A 12% convertible preferred stock | Minimum | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Dividend per share | $ / shares | $ 6 | ||||||||||||||||||||||||
Minimum closing price of the common stock to require conversion | $ / shares | 18 | ||||||||||||||||||||||||
Series A 12% convertible preferred stock | Scenario 1 | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Stock price per share | $ / shares | 9 | ||||||||||||||||||||||||
Series A 12% convertible preferred stock | Scenario 2 | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Stock price per share | $ / shares | $ 12 | ||||||||||||||||||||||||
Series A 12% convertible preferred stock | First Payment | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Dividend payable date | --03-30 | ||||||||||||||||||||||||
Series A 12% convertible preferred stock | Second Payment | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Dividend payable date | --09-30 | ||||||||||||||||||||||||
Series A 12% convertible preferred stock | Period 1 | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Subscription advances received | $ 1,667,500 | ||||||||||||||||||||||||
Series A 12% convertible preferred stock | Period 2 | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Subscription advances received | $ 75,000 | ||||||||||||||||||||||||
Series B redeemable convertible preferred stock | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Preferred stock, dividend rate | 12.00% | ||||||||||||||||||||||||
Dividend, percentage of value weighted average share price | 100.00% | ||||||||||||||||||||||||
Number of consecutive trading days prior to dividend payment date | 20 days | ||||||||||||||||||||||||
Convertible stock conversion ratio | 0.667 | ||||||||||||||||||||||||
Number of consecutive trading days for conversion of preferred stock | 15 days | ||||||||||||||||||||||||
Preferred stock issuable | shares | 3,000,000 | ||||||||||||||||||||||||
Preferred stock value | $ 6,000,000 | ||||||||||||||||||||||||
Common shares issuable upon conversion of preferred stock | shares | 2,000,000 | ||||||||||||||||||||||||
Dividends accrue rate | 15.00% | ||||||||||||||||||||||||
Convertible stock conversion price | $ / shares | $ 3 | ||||||||||||||||||||||||
Notice period for conversion of preferred stock at the option of the company | 10 days | ||||||||||||||||||||||||
Preferred stock redemption date | Feb. 12, 2019 | ||||||||||||||||||||||||
Liquidation preference per share after series A preferred stock | $ / shares | $ 2 | ||||||||||||||||||||||||
Series B redeemable convertible preferred stock | Minimum | |||||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||||
Number of consecutive trading days for redemption of preferred stock | 30 days |
Return on Investment (Detail)
Return on Investment (Detail) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2011 | |
Period 1 | ||
Class of Stock [Line Items] | ||
ROI Percentage | 200.00% | |
Redemption date | before the second anniversary of the date of issuance; | |
Period 2 | ||
Class of Stock [Line Items] | ||
ROI Percentage | 250.00% | |
Redemption date | on or after the second anniversary of the date of issuance, but before the third anniversary of the date of issuance; | |
Period 3 | ||
Class of Stock [Line Items] | ||
ROI Percentage | 300.00% | |
Redemption date | on or after the third anniversary of the date of issuance, but before the fourth anniversary of the date of issuance; | |
Period 4 | ||
Class of Stock [Line Items] | ||
ROI Percentage | 350.00% | |
Redemption date | on or after the fourth anniversary of the date of issuance, but before the fifth anniversary of the date of issuance; | |
Period 5 | ||
Class of Stock [Line Items] | ||
ROI Percentage | 400.00% | |
Redemption date | on or after the fifth anniversary of the date of issuance, but before the sixth anniversary of the date of issuance; | |
Period 6 | ||
Class of Stock [Line Items] | ||
ROI Percentage | 450.00% | |
Redemption date | on or after the sixth anniversary of the date of issuance, but before the seventh anniversary of the date of issuance; | |
Period 7 | ||
Class of Stock [Line Items] | ||
ROI Percentage | 500.00% | |
Redemption date | on or after the seventh anniversary of the date of issuance, but before the eighth anniversary of the date of issuance; and | |
Period 8 | ||
Class of Stock [Line Items] | ||
ROI Percentage | 550.00% | |
Redemption date | on or after the eighth anniversary of the date of issuance, but before the ninth anniversary of the date of issuance. |
Summary of Warrant Activity (De
Summary of Warrant Activity (Detail) - Warrant - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Shares | ||
Beginning Balance | 5,470,995 | 6,035,229 |
Issued | 3,571,425 | 20,000 |
Cancelled | (133,834) | (7,500) |
Exercised | (576,734) | |
Ending Balance | 8,908,586 | 5,470,995 |
Summary of Information with Reg
Summary of Information with Regard to Outstanding Warrants Issued in Connection with Equity and Debt Financing and Consultants (Detail) - $ / shares | 12 Months Ended | ||||
Dec. 31, 2015 | Nov. 25, 2015 | Jun. 30, 2013 | Dec. 30, 2010 | Feb. 04, 2008 | |
Equity [Line Items] | |||||
Number Issued | 8,908,586 | 5,000,000 | |||
Exercise Price | $ 7.20 | $ 9 | |||
Exercisable Date | May 25, 2016 | ||||
Expiration Date | May 25, 2021 | ||||
February 12, 2009 Series B-1 Transaction | |||||
Equity [Line Items] | |||||
Number Issued | 1,200,000 | ||||
Exercise Price | $ 3 | ||||
Exercisable Date | Feb. 12, 2009 | ||||
Expiration Date | Feb. 12, 2019 | ||||
May 13, 2009 Series B-2 Transaction | |||||
Equity [Line Items] | |||||
Number Issued | 600,000 | ||||
Exercise Price | $ 3 | ||||
Exercisable Date | May 13, 2009 | ||||
Expiration Date | May 13, 2019 | ||||
June 30, 2009 Series B-2 Transaction | |||||
Equity [Line Items] | |||||
Number Issued | 333,333 | ||||
Exercise Price | $ 3 | ||||
Exercisable Date | Jun. 30, 2009 | ||||
Expiration Date | Jun. 30, 2019 | ||||
August 12, 2009 Series B-2 Transaction | |||||
Equity [Line Items] | |||||
Number Issued | 200,000 | ||||
Exercise Price | $ 3 | ||||
Exercisable Date | Aug. 12, 2009 | ||||
Expiration Date | Aug. 12, 2019 | ||||
September 30, 2009 Series B-2 Transaction | |||||
Equity [Line Items] | |||||
Number Issued | 216,666 | ||||
Exercise Price | $ 3 | ||||
Exercisable Date | Sep. 30, 2009 | ||||
Expiration Date | Sep. 30, 2019 | ||||
November 4, 2009 Series B-2 Transaction | |||||
Equity [Line Items] | |||||
Number Issued | 206,666 | ||||
Exercise Price | $ 3 | ||||
Exercisable Date | Nov. 4, 2009 | ||||
Expiration Date | Nov. 4, 2019 | ||||
December 8, 2009 Series B-2 Transaction | |||||
Equity [Line Items] | |||||
Number Issued | 216,667 | ||||
Exercise Price | $ 3 | ||||
Exercisable Date | Dec. 8, 2009 | ||||
Expiration Date | Dec. 8, 2019 | ||||
January 29, 2010 Series B-2 Transaction | |||||
Equity [Line Items] | |||||
Number Issued | 216,667 | ||||
Exercise Price | $ 3 | ||||
Exercisable Date | Jan. 29, 2010 | ||||
Expiration Date | Jan. 29, 2020 | ||||
March 8, 2010 Series B-2 Transaction | |||||
Equity [Line Items] | |||||
Number Issued | 223,334 | ||||
Exercise Price | $ 3 | ||||
Exercisable Date | Mar. 8, 2010 | ||||
Expiration Date | Mar. 8, 2020 | ||||
April 30, 2010 Series B-2 Transaction | |||||
Equity [Line Items] | |||||
Number Issued | 206,667 | ||||
Exercise Price | $ 3 | ||||
Exercisable Date | Apr. 30, 2010 | ||||
Expiration Date | Apr. 30, 2020 | ||||
May 10, 2010 Series B-2 Transaction | |||||
Equity [Line Items] | |||||
Number Issued | 380,000 | ||||
Exercise Price | $ 3 | ||||
Exercisable Date | May 10, 2010 | ||||
Expiration Date | May 10, 2020 | ||||
March 28, 2012 Offering Warrants | |||||
Equity [Line Items] | |||||
Number Issued | 1,317,161 | ||||
Exercise Price | $ 5.63 | ||||
Exercisable Date | Mar. 28, 2012 | ||||
Expiration Date | Mar. 28, 2017 | ||||
October 30, 2014 Consultant Warrants | |||||
Equity [Line Items] | |||||
Number Issued | 20,000 | ||||
Exercise Price | $ 5.45 | ||||
Exercisable Date | Oct. 30, 2014 | ||||
Expiration Date | Oct. 30, 2017 | ||||
November 25, 2015 Offering Warrants | |||||
Equity [Line Items] | |||||
Number Issued | 3,571,425 | ||||
Exercise Price | $ 2.50 | ||||
Exercisable Date | May 25, 2016 | ||||
Expiration Date | May 25, 2021 |
Summary of Information with R40
Summary of Information with Regard to Outstanding Warrants Issued in Connection with Equity and Debt Financing and Consultants (Parenthetical) (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Nov. 25, 2015 | |
Equity [Line Items] | ||
Warrant issued price per share | $ 2.50 | |
February 12, 2009 Series B-1 Transaction | ||
Equity [Line Items] | ||
Warrant issuance date | Feb. 12, 2009 | |
Warrant issued price per share | $ 0.5 | |
May 13, 2009 Series B-2 Transaction | ||
Equity [Line Items] | ||
Warrant issuance date | May 13, 2009 | |
Warrant issued price per share | $ 0.5 | |
June 30, 2009 Series B-2 Transaction | ||
Equity [Line Items] | ||
Warrant issuance date | Jun. 30, 2009 | |
Warrant issued price per share | $ 0.5 | |
August 12, 2009 Series B-2 Transaction | ||
Equity [Line Items] | ||
Warrant issuance date | Aug. 12, 2009 | |
Warrant issued price per share | $ 0.5 | |
September 30, 2009 Series B-2 Transaction | ||
Equity [Line Items] | ||
Warrant issuance date | Sep. 30, 2009 | |
Warrant issued price per share | $ 0.5 | |
November 4, 2009 Series B-2 Transaction | ||
Equity [Line Items] | ||
Warrant issuance date | Nov. 4, 2009 | |
Warrant issued price per share | $ 0.5 | |
December 8, 2009 Series B-2 Transaction | ||
Equity [Line Items] | ||
Warrant issuance date | Dec. 8, 2009 | |
Warrant issued price per share | $ 0.5 | |
January 29, 2010 Series B-2 Transaction | ||
Equity [Line Items] | ||
Warrant issuance date | Jan. 29, 2010 | |
Warrant issued price per share | $ 0.5 | |
March 8, 2010 Series B-2 Transaction | ||
Equity [Line Items] | ||
Warrant issuance date | Mar. 8, 2010 | |
Warrant issued price per share | $ 0.5 | |
April 30, 2010 Series B-2 Transaction | ||
Equity [Line Items] | ||
Warrant issuance date | Apr. 30, 2010 | |
Warrant issued price per share | $ 0.5 | |
May 10, 2010 Series B-2 Transaction | ||
Equity [Line Items] | ||
Warrant issuance date | May 10, 2010 | |
Warrant issued price per share | $ 0.5 | |
October 30, 2014 Consultant Warrants | ||
Equity [Line Items] | ||
Warrant issuance date | Oct. 30, 2014 | |
November 25, 2015 Offering Warrants | ||
Equity [Line Items] | ||
Warrant issuance date | Nov. 25, 2015 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) - USD ($) | Aug. 16, 2013 | May. 06, 2013 | Mar. 28, 2012 | Feb. 04, 2008 | Oct. 31, 2014 | Jun. 30, 2013 | Dec. 31, 2015 | Nov. 25, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 30, 2010 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Exercise price of warrant | $ 9 | $ 7.20 | |||||||||
Expected life | 6 years | 6 years | 5 years 3 months 15 days | ||||||||
Expected volatility of the underlying stock | 101.00% | 114.00% | 115.00% | ||||||||
Risk-free interest rate | 1.65% | 1.58% | 1.17% | ||||||||
Expected dividend rate | 0.00% | 0.00% | 0.00% | ||||||||
Stock-based compensation expense | $ 3,400,000 | $ 4,070,000 | $ 3,789,000 | ||||||||
Shares of common stock issued | 500,000 | 4,761,900 | |||||||||
Warrant issued price per share | $ 2.50 | ||||||||||
Fair value assumptions, term of warrants | 5 years 6 months | ||||||||||
Fair value assumptions, volatility rate | 95.00% | 93.00% | |||||||||
Fair value assumptions, risk free interest rate | 2.51% | 1.84% | |||||||||
Outstanding Warrants | 5,000,000 | 8,908,586 | |||||||||
Expense related to extension of warrants | $ 8,763,000 | $ 8,763,000 | |||||||||
Class B Warrants | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Outstanding Warrants | 4,000,000 | ||||||||||
Warrants exercisable life extended period | 5 years | ||||||||||
Class A-2 Warrants | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Outstanding Warrants | 1,000,000 | ||||||||||
Warrants exercisable life extended period | 5 years | ||||||||||
Before Modification | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Volatility rate,minimum | 77.00% | ||||||||||
Volatility rate,maximum | 96.00% | ||||||||||
Risk free interest,minimum | 0.11% | ||||||||||
Risk free interest,maximum | 0.22% | ||||||||||
Expected dividend payment | $ 0 | ||||||||||
After Modification | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Volatility rate,minimum | 113.00% | ||||||||||
Volatility rate,maximum | 122.00% | ||||||||||
Risk free interest,minimum | 0.74% | ||||||||||
Risk free interest,maximum | 1.19% | ||||||||||
Expected dividend payment | $ 0 | ||||||||||
Minimum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expected life | 5 years | ||||||||||
Minimum | Before Modification | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expected life | 9 months 7 days | ||||||||||
Minimum | After Modification | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expected life | 5 years 9 months 11 days | ||||||||||
Maximum | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expected life | 10 years | ||||||||||
Maximum | Before Modification | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expected life | 2 years 4 days | ||||||||||
Maximum | After Modification | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Expected life | 7 years 7 days | ||||||||||
Warrant | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Warrants to purchase shares of common stock | 20,000 | ||||||||||
Exercise price of warrant | $ 5.45 | ||||||||||
Value of warrants | $ 76,000 | ||||||||||
Expected life | 3 years | ||||||||||
Expected volatility of the underlying stock | 117.00% | ||||||||||
Risk-free interest rate | 0.91% | ||||||||||
Expected dividend rate | 0.00% | ||||||||||
Stock-based compensation expense | $ 76,000 | ||||||||||
Warrant Fourteen | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Units issued | 1,333,361 | ||||||||||
Shares of common stock issued | 2,666,722 | ||||||||||
Warrants to purchase shares of common stock issued | 1,333,361 | ||||||||||
Warrant issued price per share | $ 5.63 | ||||||||||
Gross proceeds from issuance of warrants | $ 12,000,000 | ||||||||||
Net cash proceeds from issuance of warrants | 10,403,000 | ||||||||||
Value of warrants | $ 4,445,000 | ||||||||||
Fair value assumptions, warrants exercise price | $ 4.20 | ||||||||||
Fair value assumptions, term of warrants | 5 years | ||||||||||
Fair value assumptions, volatility rate | 119.00% | ||||||||||
Fair value assumptions, risk free interest rate | 1.05% | ||||||||||
Outstanding Warrants | 1,317,161 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | Apr. 08, 2015USD ($)Directorshares | Mar. 12, 2015USD ($)Directorshares | Oct. 31, 2015shares | May. 31, 2015USD ($)Directorshares | Jan. 31, 2014shares | Sep. 30, 2013USD ($)shares | Jun. 30, 2013USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)$ / sharesshares | Nov. 25, 2015$ / shares | May. 31, 2014shares | Dec. 31, 2012shares | Dec. 31, 2011$ / shares | Feb. 08, 2009shares | Feb. 04, 2008$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Non-plan grants outstanding | 3,342,325 | 3,342,325 | 3,332,617 | 3,348,705 | 3,539,961 | ||||||||||||
Expected life | 6 years | 6 years | 5 years 3 months 15 days | ||||||||||||||
Expected dividend yield used in the option valuation model | 0.00% | 0.00% | 0.00% | ||||||||||||||
Common stock price | $ / shares | $ 1.64 | $ 1.64 | $ 2.28 | $ 3.54 | |||||||||||||
Weighted-average grant-date fair values of options granted | $ / shares | $ 2.57 | $ 10.75 | $ 3.17 | ||||||||||||||
Unvested option | 801,026 | 801,026 | 888,140 | ||||||||||||||
Unrecognized compensation cost | $ | $ 2,440,000 | $ 2,440,000 | |||||||||||||||
Unrecognized compensation cost, recognition period | 1 year 7 months 13 days | ||||||||||||||||
Number of shares issued upon stock options exercised | 95,574 | 246,445 | 213,008 | ||||||||||||||
Stock options exercised | $ | $ 452,000 | $ 271,000 | |||||||||||||||
Options vested | 535,692 | 676,335 | 614,041 | ||||||||||||||
Total fair value of options vested | $ | $ 2,753,000 | $ 3,711,000 | $ 2,406,000 | ||||||||||||||
Exercise price of stock options | $ / shares | $ 3.23 | $ 12.72 | $ 3.89 | ||||||||||||||
Stock-based compensation expense | $ | $ 3,400,000 | $ 4,070,000 | $ 3,789,000 | ||||||||||||||
Non Qualified Options Plans | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Non-plan stock option grants to employees and non-employees | 1,477,379 | ||||||||||||||||
Non-plan grants outstanding | 1,416,669 | 1,416,669 | |||||||||||||||
Incentive Compensation Plan 2009 | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of common stock for issuance upon exercise of grants | 4,733,334 | 3,333,334 | |||||||||||||||
Stock awards, available for future grant | 1,314,729 | 1,314,729 | |||||||||||||||
Minimum | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Expected life | 5 years | ||||||||||||||||
Common stock price | $ / shares | $ 9 | ||||||||||||||||
Maximum | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Expected life | 10 years | ||||||||||||||||
Consultant | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock option issued | 25,000 | ||||||||||||||||
Stock option vested date | 2013-08 | ||||||||||||||||
Exercise price of stock options | $ / shares | $ 3.97 | ||||||||||||||||
Stock-based compensation expense | $ | $ 173,000 | $ 71,000 | 100,000 | ||||||||||||||
Common stock options granted, shares | 30,000 | 8,966 | |||||||||||||||
Fair market value of shares | $ | $ 71,000 | $ 100,000 | |||||||||||||||
Consultant | Minimum | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Common stock price per share | $ / shares | $ 3.97 | ||||||||||||||||
Consultant | Maximum | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Common stock price per share | $ / shares | $ 7.25 | ||||||||||||||||
Restricted Stock | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Restricted stock awards granted | 177,618 | 81,352 | 337,935 | ||||||||||||||
Non-cash stock-based compensation expense to be recognized | $ | $ 0 | ||||||||||||||||
Restricted stock awards cancelled | 222,615 | ||||||||||||||||
Restricted Stock | Non Employees Seven Board Of Directors | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Restricted stock awards granted | 77,784 | ||||||||||||||||
Number of non-employee directors | Director | 7 | ||||||||||||||||
Non-cash stock-based compensation expense to be recognized | $ | $ 280,000 | ||||||||||||||||
Share based compensation, cliff vest in full date | May 21, 2016 | ||||||||||||||||
Restricted Stock | Non Employees Two Board Of Directors | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Restricted stock awards granted | 3,568 | ||||||||||||||||
Number of non-employee directors | Director | 2 | ||||||||||||||||
Non-cash stock-based compensation expense to be recognized | $ | $ 12,845 | ||||||||||||||||
Share based compensation, cliff vest in full date | May 21, 2016 | ||||||||||||||||
Restricted Stock | Non Employee Board Of Directors Three | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Restricted stock awards granted | 71,378 | ||||||||||||||||
Number of non-employee directors | Director | 1 | ||||||||||||||||
Non-cash stock-based compensation expense to be recognized | $ | $ 236,975 | ||||||||||||||||
Share based compensation, cliff vest in full date | May 21, 2016 | ||||||||||||||||
Restricted Stock | Non Employee Board Of Directors Four | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Restricted stock awards granted | 7,587 | 7,587 | |||||||||||||||
Number of non-employee directors | Director | 4 | 4 | |||||||||||||||
Non-cash stock-based compensation expense to be recognized | $ | $ 23,500 | $ 23,500 | |||||||||||||||
Share based compensation, cliff vest in full date | May 21, 2016 | May 21, 2016 | |||||||||||||||
Stock Options | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of common stock for issuance upon exercise of grants | 103,158 | ||||||||||||||||
Number of shares issued upon stock options exercised | 95,574 | 246,445 | 213,008 | ||||||||||||||
Stock options exercised | $ | $ 146,000 | $ 411,000 | $ 378,000 | ||||||||||||||
Proceeds from exercise of stock options | $ | 0 | 394,000 | 271,000 | ||||||||||||||
Number of stock options exercised | $ | 212,501 | 35,734 | 173,669 | ||||||||||||||
Intrinsic value of options exercised | $ | $ 313,000 | $ 2,677,000 | $ 1,498,000 | ||||||||||||||
Stock Options | Amendment | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Stock options expiration period | 3 months | ||||||||||||||||
Non-cash charge related to modification | $ | $ 930,000 | ||||||||||||||||
Stock Options | Cashless | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||
Number of shares issued upon stock options exercised | 95,574 | 26,109 | 81,591 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense Related to Common Stock Options, Restricted Common Stock and Common Stock Warrants (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 3,400 | $ 4,070 | $ 3,789 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | 1,018 | 1,302 | 991 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Stock-based compensation expense | $ 2,382 | $ 2,768 | $ 2,798 |
Weighted Average Assumptions Us
Weighted Average Assumptions Used to Determine Fair Value of Options Granted (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.65% | 1.58% | 1.17% |
Expected life of the options | 6 years | 6 years | 5 years 3 months 15 days |
Expected volatility of the underlying stock | 101.00% | 114.00% | 115.00% |
Expected dividend rate | 0.00% | 0.00% | 0.00% |
Summary of Stock Option Activit
Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Shares | |||
Beginning Balance | 3,332,617 | 3,348,705 | 3,539,961 |
Granted | 454,000 | 354,823 | 425,426 |
Forfeited/Cancelled | (348,718) | (124,466) | (403,674) |
Exercised | (95,574) | (246,445) | (213,008) |
Ending Balance | 3,342,325 | 3,332,617 | 3,348,705 |
Exercisable, December 31, 2015 | 2,541,299 | ||
Weighted Average Exercise Price | |||
Beginning Balance | $ 5.79 | $ 4.70 | $ 5.66 |
Granted | 3.23 | 12.72 | 3.89 |
Forfeited/Cancelled | 4.42 | 3.80 | 14.19 |
Exercised | 1.80 | 1.97 | 2.18 |
Ending Balance | 5.70 | $ 5.79 | $ 4.70 |
Exercisable, December 31, 2015 | $ 5.68 | ||
Weighted Average Remaining Contractual Life (Years) | |||
Outstanding, December 31, 2015 | 6 years 3 months 18 days | ||
Exercisable, December 31, 2015 | 5 years 11 months 12 days | ||
Stock Options Aggregate Intrinsic Value | |||
Outstanding, December 31, 2015 | $ 0 | ||
Exercisable, December 31, 2015 | $ 0 |
Summary of Additional Informati
Summary of Additional Information Regarding Outstanding and Exercisable Options under Stock Based Compensation Plans (Detail) | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Number of Shares | shares | 3,342,325 |
Options Outstanding, Weighted Average Remaining Contractual Life | 6 years 3 months 18 days |
Options Outstanding, Weighted Average Exercise Price | $ 5.70 |
Options Exercisable, Number of Shares | shares | 2,541,299 |
Options Exercisable, Weighted Average Exercise Price | $ 5.68 |
$1.80-$1.83 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Minimum Exercise Price | 1.80 |
Maximum Exercise Price | $ 1.83 |
Options Outstanding, Number of Shares | shares | 64,168 |
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 4 months 24 days |
Options Outstanding, Weighted Average Exercise Price | $ 1.81 |
Options Exercisable, Number of Shares | shares | 64,168 |
Options Exercisable, Weighted Average Exercise Price | $ 1.81 |
$2.08-$2.88 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Minimum Exercise Price | 2.08 |
Maximum Exercise Price | $ 2.88 |
Options Outstanding, Number of Shares | shares | 911,667 |
Options Outstanding, Weighted Average Remaining Contractual Life | 6 years 3 months 18 days |
Options Outstanding, Weighted Average Exercise Price | $ 2.35 |
Options Exercisable, Number of Shares | shares | 729,667 |
Options Exercisable, Weighted Average Exercise Price | $ 2.25 |
$3.45-$4.41 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Minimum Exercise Price | 3.45 |
Maximum Exercise Price | $ 4.41 |
Options Outstanding, Number of Shares | shares | 564,517 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 3 months 18 days |
Options Outstanding, Weighted Average Exercise Price | $ 3.82 |
Options Exercisable, Number of Shares | shares | 331,202 |
Options Exercisable, Weighted Average Exercise Price | $ 3.87 |
$6.24 - $7.56 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Minimum Exercise Price | 6.24 |
Maximum Exercise Price | $ 7.56 |
Options Outstanding, Number of Shares | shares | 1,485,473 |
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 2 months 12 days |
Options Outstanding, Weighted Average Exercise Price | $ 6.99 |
Options Exercisable, Number of Shares | shares | 1,185,471 |
Options Exercisable, Weighted Average Exercise Price | $ 7 |
$ 13.38 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Minimum Exercise Price | $ 13.38 |
Options Outstanding, Number of Shares | shares | 316,500 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years 1 month 6 days |
Options Outstanding, Weighted Average Exercise Price | $ 13.38 |
Options Exercisable, Number of Shares | shares | 230,791 |
Options Exercisable, Weighted Average Exercise Price | $ 13.38 |
Summary of Restricted Stock Gra
Summary of Restricted Stock Grant Activity (Detail) - Restricted Stock - shares | Apr. 08, 2015 | Mar. 12, 2015 | Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Beginning Balance | 416,670 | ||
Granted | 177,618 | 81,352 | 337,935 |
Exercised | 0 | ||
Options forfeited/cancelled | 0 | ||
Ending Balance | 754,605 |
Computation of Diluted Net Loss
Computation of Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Computation Of Basic And Diluted Earnings Per Common Share [Line Items] | ||||||||||||
Net loss | $ (4,671) | $ (5,887) | $ (4,643) | $ (4,826) | $ (3,731) | $ (3,518) | $ (3,429) | $ (5,110) | $ (20,027) | $ (15,788) | $ (12,088) | |
Preferred stock dividends | (868) | (943) | (867) | |||||||||
Preferred stock accretion | (229) | (229) | (229) | |||||||||
Warrant modification | $ (8,763) | (8,763) | ||||||||||
Net loss applicable to common stockholders | $ (4,967) | $ (6,152) | $ (4,931) | $ (5,074) | $ (3,968) | $ (3,853) | $ (3,731) | $ (5,408) | $ (21,124) | $ (16,960) | $ (21,947) | |
Basic and diluted net loss per share | $ (0.19) | $ (0.26) | $ (0.21) | $ (0.22) | $ (0.17) | $ (0.17) | $ (0.17) | $ (0.27) | $ (0.88) | $ (0.78) | $ (1.30) | |
Shares used in computing basic and diluted net loss per share | 24,120 | 21,849 | 16,874 |
Dilutive Shares Which Could Exi
Dilutive Shares Which Could Exist Pursuant to Exercise of Outstanding Stock Instruments and Which were not Included in Calculation (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Dilutive shares not included in calculation | 14,807,681 | 11,330,715 | 11,952,705 |
Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Dilutive shares not included in calculation | 8,908,586 | 5,470,995 | 6,035,229 |
Stock Options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Dilutive shares not included in calculation | 3,342,325 | 3,332,617 | 3,348,705 |
Contingently Issuable Shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Dilutive shares not included in calculation | 2,522,936 | 2,527,103 | 2,568,771 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Aug. 06, 2014LegalMatter | Jul. 31, 2014USD ($) | Jun. 30, 2014USD ($) | Sep. 30, 2012USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Commitment And Contingencies [Line Items] | |||||||
Rent expense under operating leases | $ 47,000 | $ 44,000 | $ 39,000 | ||||
Payment of severance obligation | $ 1,000,000 | ||||||
Number of putative class action complaints filed | LegalMatter | 3 | ||||||
Norcross | |||||||
Commitment And Contingencies [Line Items] | |||||||
Operating lease agreements, period | 26 months | ||||||
Operating lease agreements, Expiry date | Nov. 30, 2017 | Nov. 30, 2014 | |||||
Base rent | $ 3,300 | $ 3,000 | |||||
Operating lease agreements, Security Deposit | $ 6,000 |
Future Minimum Payments of Oper
Future Minimum Payments of Operating Lease (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Operating Leased Assets [Line Items] | |
2,016 | $ 40 |
2,017 | 41 |
Total | $ 81 |
Galectin Science LLC - Addition
Galectin Science LLC - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Investments in and Advances to Affiliates [Line Items] | ||||
Equity method investment in Galectin Sciences LLC | $ 400,000 | |||
Loss from equity method investment in Galectin Sciences, LLC | $ (400,000) | |||
Galectin Sciences, LLC | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Equity method investment in Galectin Sciences LLC | $ 400,000 | |||
Subsequent capital contribution | $ 73,000 | $ 687,000 | ||
Equity Method Investment, Ownership Percentage | 50.00% | 74.70% | ||
Ownership Percentage | 54.20% | |||
Loss from equity method investment in Galectin Sciences, LLC | $ (400,000) | |||
Non-cash charge for in-process research and development | $ 200,000 | |||
Galectin Sciences, LLC | SBH Sciences, Inc | In Process Research and Development | ||||
Investments in and Advances to Affiliates [Line Items] | ||||
Estimated fair value of the IPR&D Contributed by SBH | $ 400,000 |
Components of Net Deferred Tax
Components of Net Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Components Of Deferred Tax Assets And Liabilities [Line Items] | ||
Operating loss carryforwards | $ 37,152 | $ 30,578 |
Tax credit carryforwards | 1,195 | 645 |
Other temporary differences | 5,048 | 4,689 |
Deferred Tax Assets, Gross, Total | 43,395 | 35,912 |
Less valuation allowance | (43,395) | (35,912) |
Net deferred tax asset | $ 0 | $ 0 |
Primary Factors Affecting Incom
Primary Factors Affecting Income Tax Rates (Detail) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of Statutory Tax Rate [Line Items] | |||
Tax benefit at U.S. statutory rates | (34.00%) | (34.00%) | (34.00%) |
State tax benefit | (5.00%) | (5.30%) | (5.30%) |
Permanent differences | 2.60% | 5.40% | 0.90% |
Expiring state NOL's | 0.90% | 1.40% | 1.80% |
Changes in valuation allowance | 35.50% | 32.50% | 36.60% |
Effective Income Tax Rate Reconciliation, Percent, Total | 0.00% | 0.00% | 0.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Income Taxes [Line Items] | |
Benefits related to stock options | $ 707,000 |
Deferred tax asset valuation allowance percentage in each of the last two years | 100.00% |
Internal Revenue Service (IRS) | |
Income Taxes [Line Items] | |
Net operating loss carryforwards | $ 99,642,000 |
Operating loss carryforwards, expiration year | 2,034 |
Research and development credits | $ 998,000 |
Research and development credits, expiration year | 2,034 |
State and Local Jurisdiction | |
Income Taxes [Line Items] | |
Net operating loss carryforwards | $ 60,459,000 |
Operating loss carryforwards, expiration year | 2,034 |
Research and development credits | $ 196,000 |
Research and development credits, expiration year | 2,034 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - Subsequent Event | Jan. 06, 2016USD ($) |
Subsequent Event [Line Items] | |
Severance obligation | $ 250,000 |
Acceleration of stock options | $ 578,000 |
Quarterly Financial Data (Detai
Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule Of Quarterly Financial Data [Line Items] | |||||||||||
Net loss | $ (4,671) | $ (5,887) | $ (4,643) | $ (4,826) | $ (3,731) | $ (3,518) | $ (3,429) | $ (5,110) | $ (20,027) | $ (15,788) | $ (12,088) |
Net loss applicable to common stockholders | $ (4,967) | $ (6,152) | $ (4,931) | $ (5,074) | $ (3,968) | $ (3,853) | $ (3,731) | $ (5,408) | $ (21,124) | $ (16,960) | $ (21,947) |
Basic and diluted net loss per share | $ (0.19) | $ (0.26) | $ (0.21) | $ (0.22) | $ (0.17) | $ (0.17) | $ (0.17) | $ (0.27) | $ (0.88) | $ (0.78) | $ (1.30) |