Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Apr. 30, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Entity Registrant Name | 'Mast Therapeutics, Inc. | ' |
Entity Central Index Key | '0001160308 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 114,136,502 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash and cash equivalents | $29,848,152 | $25,681,092 |
Investment securities | 19,772,011 | 18,711,448 |
Prepaid expenses and other current assets | 992,474 | 1,135,490 |
Total current assets | 50,612,637 | 45,528,030 |
Property and equipment, net | 106,495 | 105,747 |
In-process research and development | 8,549,000 | 6,549,000 |
Goodwill | 3,006,883 | 3,006,883 |
Other assets | 83,542 | 60,312 |
Total assets | 62,358,557 | 55,249,972 |
Current liabilities: | ' | ' |
Accounts payable | 1,449,667 | 963,947 |
Accrued liabilities | 3,942,895 | 2,495,088 |
Accrued compensation and payroll taxes | 772,765 | 1,374,343 |
Total current liabilities | 6,165,327 | 4,833,378 |
Deferred income tax liability | 3,403,675 | 2,608,755 |
Total liabilities | 9,569,002 | 7,442,133 |
Stockholders' equity: | ' | ' |
Common stock, $0.001 par value; 500,000,000 shares authorized; 113,721,647 and 102,710,286 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively | 113,722 | 102,710 |
Additional paid-in capital | 265,501,425 | 254,154,693 |
Accumulated other comprehensive loss | -26,185 | -20,738 |
Deficit accumulated during the development stage | -212,799,407 | -206,428,826 |
Total stockholders' equity | 52,789,555 | 47,807,839 |
Total liabilities and stockholders' equity | $62,358,557 | $55,249,972 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Statement Of Financial Position [Abstract] | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 113,721,647 | 102,710,286 |
Common stock, shares outstanding | 113,721,647 | 102,710,286 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) (USD $) | 3 Months Ended | 214 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Revenues: | ' | ' | ' |
Net sales | ' | ' | $174,830 |
Licensing revenue | ' | ' | 1,300,000 |
Grant revenue | ' | ' | 618,692 |
Total net revenues | ' | ' | 2,093,522 |
Cost of goods sold | ' | ' | 51,094 |
Gross margin | ' | ' | 2,042,428 |
Operating expenses: | ' | ' | ' |
Research and development | 4,280,817 | 3,442,912 | 103,240,536 |
Selling, general and administrative | 2,266,233 | 2,112,706 | 78,450,726 |
Transaction-related expenses | 280,352 | 27,500 | 1,031,644 |
Depreciation and amortization | 11,450 | 9,795 | 11,076,202 |
Write-off of in-process research and development | ' | ' | 10,422,130 |
Goodwill impairment | ' | ' | 5,702,130 |
Equity in loss of investee | ' | ' | 178,936 |
Total operating expenses | 6,838,852 | 5,592,913 | 210,102,304 |
Loss from operations | -6,838,852 | -5,592,913 | -208,059,876 |
Reduction of fair value of warrants | ' | ' | -12,239,688 |
Interest income | 15,346 | 14,416 | 4,907,822 |
Interest expense | ' | ' | -191,729 |
Other income/(expense), net | 452,925 | -2,370 | 581,278 |
Loss before cumulative effect of change in accounting principle | -6,370,581 | -5,580,867 | -215,002,193 |
Cumulative effect of change in accounting principle | ' | ' | -25,821 |
Net loss | -6,370,581 | -5,580,867 | -215,028,014 |
Preferred stock dividends | ' | ' | -621,240 |
Deemed dividends on preferred stock | ' | ' | -10,506,683 |
Net loss applicable to common stock | -6,370,581 | -5,580,867 | -226,155,937 |
Net loss per common share - basic and diluted | ($0.06) | ($0.12) | ' |
Weighted average shares outstanding - basic and diluted | 105,053,762 | 46,265,286 | ' |
Comprehensive Income/(Loss): | ' | ' | ' |
Net loss | -6,370,581 | -5,580,867 | -215,028,014 |
Other comprehensive gains/(losses) | -5,447 | -8,448 | -24,029 |
Comprehensive net loss | ($6,376,028) | ($5,589,315) | ($215,052,043) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | 214 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Cash flows from operating activities: | ' | ' | ' |
Net loss | ($6,370,581) | ($5,580,867) | ($215,028,014) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation and amortization | 11,450 | 9,795 | 10,626,204 |
Loss on disposals of equipment | ' | ' | 61,315 |
Loss on fair value of warrants | ' | ' | 12,239,688 |
Loss/(gain) on change in fair value of contingent consideration | ' | 27,500 | -1,493,907 |
Gain on bargain purchase | -452,944 | ' | -452,944 |
Amortization of debt discount | ' | ' | 450,000 |
Forgiveness of employee receivable | ' | ' | 30,036 |
Impairment loss - write-off of goodwill | ' | ' | 5,702,130 |
Share-based compensation expense related to employee stock options and restricted stock issued | 399,454 | 351,556 | 13,548,600 |
Expenses related to options issued to non-employees | ' | ' | 204,664 |
Expenses paid by issuance of common stock | ' | ' | 1,341,372 |
Expenses paid by issuance of warrants | ' | ' | 573,357 |
Expenses paid by issuance of preferred stock | ' | ' | 142,501 |
Expenses related to stock warrants issued | ' | ' | 612,000 |
Equity in loss of investee | ' | ' | 178,936 |
In-process research and development | ' | ' | 10,422,130 |
Write-off of license agreement | ' | ' | 152,866 |
Impairment of equipment | ' | ' | 510,739 |
Cumulative effect of change in accounting principle | ' | ' | 25,821 |
Amortization of premium / (accretion of discount) on investments in securities | ' | ' | -1,571,502 |
Changes in assets and liabilities, net of effect of acquisitions: | ' | ' | ' |
Decrease/(increase) in prepaid expenses and other assets | 202,314 | 140,213 | -1,243,170 |
(Decrease)/increase in accounts payable and accrued liabilities | -61,996 | 563,439 | 4,739,790 |
Net cash used in operating activities | -6,272,303 | -4,488,364 | -158,227,388 |
Cash flows from investing activities: | ' | ' | ' |
Purchases of certificates of deposit | -6,745,020 | -2,988,000 | -52,695,234 |
Proceeds from maturities of certificates of deposit | 5,679,000 | 6,393,000 | 32,618,330 |
Proceeds from sale of certificate of deposit | ' | ' | 248,000 |
Purchases of other investment securities | ' | ' | -111,183,884 |
Proceeds from maturities and sales of other investment securities | ' | ' | 112,788,378 |
Purchases of property and equipment | -6,620 | -4,725 | -1,790,205 |
Proceeds from sale of property and equipment | ' | ' | 66,920 |
Cash obtained through acquisitions, net of cash paid | 3,534,480 | ' | 3,566,875 |
Payment on obligation under license agreement | ' | ' | -106,250 |
Issuance of note receivable - related party | ' | ' | -35,000 |
Payments on note receivable | ' | ' | 405,993 |
Advance to investee | ' | ' | -90,475 |
Cash transferred in rescission of acquisition | ' | ' | -19,475 |
Cash received in rescission of acquisition | ' | ' | 230,000 |
Net cash provided by/(used in) investing activities | 2,461,840 | 3,400,275 | -15,996,027 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from sale of common stock | 8,293,398 | ' | 160,049,769 |
Proceeds from exercise of stock options | ' | ' | 714,561 |
Proceeds from sale or exercise of warrants | ' | ' | 14,714,258 |
Proceeds from sale of preferred stock | ' | ' | 44,474,720 |
Repurchase of Subject to Vesting Shares | ' | ' | -1,454 |
Repurchase of warrants | ' | ' | -55,279 |
Payments for financing and offering costs | -315,875 | ' | -16,573,789 |
Payments on notes payable and long-term debt | ' | ' | -605,909 |
Proceeds from issuance of notes payable and detachable warrants | ' | ' | 1,344,718 |
Cash paid in lieu of fractional shares for reverse stock split | ' | ' | -146 |
Net cash provided by financing activities | 7,977,523 | ' | 204,061,449 |
Effect of exchange rate changes on cash | ' | -2,428 | 10,118 |
Net increase/(decrease) in cash and cash equivalents | 4,167,060 | -1,090,517 | 29,848,152 |
Cash and cash equivalents at beginning of period | 25,681,092 | 22,500,440 | ' |
Cash and cash equivalents at end of period | $29,848,152 | $21,409,923 | $29,848,152 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
1. Basis of Presentation | |
Mast Therapeutics, Inc., a Delaware corporation (“Mast Therapeutics,” “we” or “our company”), prepared the unaudited interim condensed consolidated financial statements included in this report in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”) related to quarterly reports on Form 10-Q. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual audited financial statements and should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 26, 2014 (“2013 Annual Report”). The condensed consolidated balance sheet as of December 31, 2013 included in this report has been derived from the audited consolidated financial statements included in the 2013 Annual Report. In the opinion of management, these condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments) necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. The results of operations for the interim periods shown in this report are not necessarily indicative of the results that may be expected for any future period, including the full year. | |
We are a biopharmaceutical company focused on developing therapies for serious or life-threatening diseases. We have devoted substantially all of our resources to research and development (“R&D”) and acquisition of our product candidates. We have not yet marketed or sold any products or generated any significant revenue. Through our acquisition of SynthRx, Inc., a development-stage, privately-held Delaware corporation (“SynthRx”), in 2011, we acquired our Membrane Adhesion & Sealant Technology (MAST) platform, which includes proprietary poloxamer-related data and know-how derived from over two decades of clinical, nonclinical and manufacturing experience, and we are leveraging the MAST platform to develop MST-188, our lead product candidate, for serious or life-threatening diseases and conditions typically characterized by impaired microvascular blood flow and damaged cell membranes. | |
In February 2014, we completed the acquisition of Aires Pharmaceuticals, Inc., a development-stage, privately-held Delaware corporation (“Aires”), which is developing AIR001, an intermittently nebulized form of sodium nitrite, to treat pulmonary vascular disorders. |
Use_of_Estimates
Use of Estimates | 3 Months Ended |
Mar. 31, 2014 | |
Text Block [Abstract] | ' |
Use of Estimates | ' |
2. Use of Estimates | |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, including estimates related to R&D expenses, in-process research and development (“IPR&D”), goodwill and share-based compensation expenses. We base our estimates on historical experience and various other relevant assumptions we believe to be reasonable under the circumstances. Actual results may differ from these estimates. |
Acquisition_of_Aires
Acquisition of Aires | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Acquisition of Aires | ' | ||||||||
3. Acquisition of Aires | |||||||||
In February 2014, we completed the acquisition of Aires in an all-stock transaction pursuant to the terms of an agreement and plan of merger, dated February 7, 2014, by and among us, AP Acquisition Sub, Inc., a wholly-owned subsidiary of ours, Aires, and a stockholders’ representative (the “Merger Agreement”). Aires survived the merger transaction as a wholly-owned subsidiary of ours. Aires’ lead product candidate is AIR001 (sodium nitrite) inhalation solution and, prior to the acquisition, Aires had been focused on developing AIR001 in pulmonary arterial hypertension. | |||||||||
Upon completion of the merger, we issued an aggregate of 1,049,706 unregistered shares of our common stock to former Aires stockholders and, following a six-month holdback period, we will issue up to 4,198,830 additional unregistered shares of our common stock, in the aggregate, to former Aires stockholders, subject to adjustment to satisfy indemnification obligations of the former Aires stockholders to us, if any, in accordance with the merger agreement. There are no milestone or earn-out payments under the merger agreement; therefore, the total merger consideration will not exceed 5,248,536 shares. | |||||||||
We accounted for the acquisition of Aires in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC Topic 805”). The total purchase price of the acquisition is approximately $3.2 million. We calculated the purchase price by first multiplying the estimated total number of shares of our common stock to be issued by $0.80, which was the closing price per share of our common stock on February 27, 2014, the acquisition date. Then, we applied a discount factor to account for lack of market liquidity due to the restrictions on transfer of the securities for a period of six months following the acquisition in accordance with stockholder agreements we entered into with the former Aires stockholders and the fact that the shares are unregistered and we have no obligation to register them for resale. | |||||||||
Under the acquisition method of accounting, the total purchase price is allocated to Aires’ net tangible and intangible assets and liabilities based on their estimated fair values as of the acquisition date. The table below summarizes the preliminary estimated fair values of Aires’ net tangible and intangible assets and liabilities on the acquisition date. The purchase price allocations are preliminary and subject to change as more detailed analyses are completed and additional information with respect to the fair values of the assets and liabilities acquired becomes available. | |||||||||
Cash and cash equivalents | $ | 3,534,480 | |||||||
Prepaid expenses and other assets | 85,681 | ||||||||
In-process research and development | 2,000,000 | ||||||||
Total assets: | 5,620,161 | ||||||||
Accounts payable and accrued liabilities | 1,212,297 | ||||||||
Deferred tax liability | 794,920 | ||||||||
Total liabilities: | 2,007,217 | ||||||||
Net assets acquired | $ | 3,612,944 | |||||||
The preliminary estimated fair value of the net assets acquired exceeds the purchase price by approximately $0.5 million. Accordingly, we recognized the $0.5 million excess as a bargain purchase gain in other income/(expense), net in our condensed consolidated statements of operations and comprehensive income/(loss). We were able to realize a gain because Aires was in a distressed sale situation. Aires lacked sufficient capital to continue operations and was unable to secure additional capital in the timeframe it required. | |||||||||
Acquired In-Process Research and Development | |||||||||
Acquired IPR&D is the estimated fair value of the AIR001 program as of the acquisition date. We determined that the estimated fair value of the AIR001 program was $2.0 million as of the acquisition date using the Multi-Period Excess Earnings Method, or MPEEM, which is a form of the income approach. Under the MPEEM, the fair value of an intangible asset is equal to the present value of the asset’s incremental after-tax cash flows (excess earnings) remaining after deducting the market rates of return on the estimated value of contributory assets (contributory charge) over its remaining useful life. | |||||||||
To calculate fair value of the AIR001 program under the MPEEM, we used probability-weighted, projected cash flows discounted at a rate considered appropriate given the significant inherent risks associated with drug development by development-stage companies. Cash flows were calculated based on estimated projections of revenues and expenses related to AIR001 and then reduced by a contributory charge on requisite assets employed. Contributory assets included debt-free working capital, net fixed assets and assembled workforce. Rates of return on the contributory assets were based on rates used for comparable market participants. Cash flows were assumed to extend through a seven-year market exclusivity period. The resultant cash flows were then discounted to present value using a weighted-average cost of equity capital for companies with profiles substantially similar to that of Aires, which we believe represents the rate that market participants would use to value the assets. We compensated for the phase of development of the program by applying a probability factor to our estimation of the expected future cash flows. The projected cash flows were based on significant assumptions, including the indication in which we will pursue development of AIR001, the time and resources needed to complete the development and regulatory approval of AIR001, estimates of revenue and operating profit related to the program considering its stage of development, the life of the potential commercialized product, market penetration and competition, and risks associated with achieving commercialization, including delay or failure to obtain regulatory approvals to conduct clinical studies, failure of clinical studies, delay or failure to obtain required market clearances, and intellectual property litigation. | |||||||||
Deferred Income Tax Liability | |||||||||
The $0.8 million recorded for deferred income tax liability resulting from the acquisition reflects the tax impact of the difference between the book basis and tax basis of acquired IPR&D. Such deferred income tax liability cannot be used to offset deferred tax assets when analyzing our end of year valuation allowance as the acquired IPR&D is considered to have an indefinite life until we complete or abandon development of AIR001. | |||||||||
Pro Forma Information | |||||||||
The following unaudited pro forma information presents our condensed consolidated results of operations as if the acquisition of Aires had occurred on January 1, 2013: | |||||||||
Three months ended March 31, | |||||||||
2014 | 2013 | ||||||||
Revenues | $ | — | $ | 397,857 | |||||
Loss from operations | (7,532,447 | ) | (9,085,094 | ) | |||||
Net loss applicable to common stock | (7,516,795 | ) | (9,072,377 | ) | |||||
The $0.4 million of revenues consists of amounts recognized by Aires during the three months ended March 31, 2013 as a result of a payment by a third-party partner pursuant to a collaboration agreement. The agreement was terminated in the fourth quarter of 2013. Aires recognized no revenues in 2014. | |||||||||
The above unaudited pro forma financial information includes the following nonrecuring adjustments directly attributable to the acquisition: | |||||||||
Three months ended March 31, | |||||||||
2014 | 2013 | ||||||||
Transaction-related expenses | $ | 1,315,522 | $ | (1,315,522 | ) | ||||
Transaction-related expenses include $0.9 million of severance payments to former executive officers of Aires pursuant to employment agreements between them and Aires. | |||||||||
The above unaudited pro forma condensed consolidated financial information is presented for illustrative purposes only. It is not necessarily indicative of what the results of operations actually would have been had the acquisition been completed on the date indicated. In addition, it does not purport to project the future operating results of the combined entity. | |||||||||
The operations of Aires were consolidated with our operations as of the closing of the acquisition on February 27, 2014. Accordingly, Aires’ total operating expenses of $0.3 million for the three months ended March 31, 2014 were included in our condensed consolidated statements of operations and comprehensive income/(loss). | |||||||||
Goodwill_and_IPRD
Goodwill and IPR&D | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Goodwill and IPR&D | ' | ||||||||
4. Goodwill and IPR&D | |||||||||
At March 31, 2014 and December 31, 2013, our goodwill and IPR&D consisted of the following: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Goodwill | $ | 3,006,883 | $ | 3,006,883 | |||||
IPR&D | |||||||||
Acquired IPR&D related to SynthRx acquisition | 6,549,000 | 6,549,000 | |||||||
Acquired IPR&D related to Aires acquisition | 2,000,000 | — | |||||||
Total goodwill and IPR&D | $ | 11,555,883 | $ | 9,555,883 | |||||
Our goodwill represents the difference between the total purchase price for SynthRx and the aggregate fair values of tangible and intangible assets acquired, less liabilities assumed. We test our goodwill for impairment annually as of September 30 and between annual tests if we become aware of an event or a change in circumstances that would indicate the carrying amount may be impaired. | |||||||||
Our IPR&D consists of the estimated fair values of the MST-188 and AIR001 programs as of their respective acquisition dates. We test our acquired IPR&D for impairment annually as of September 30 and between annual tests if we become aware of an event or a change in circumstances that would indicate the carrying amount may be impaired. |
Investment_Securities
Investment Securities | 3 Months Ended |
Mar. 31, 2014 | |
Investments Debt And Equity Securities [Abstract] | ' |
Investment Securities | ' |
5. Investment Securities | |
Investment securities are marketable equity or debt securities. All of our investment securities are “available-for-sale” securities and carried at fair value. Fair value for securities with short maturities and infrequent secondary market trades typically is determined by using a curve-based evaluation model that utilizes quoted prices for similar securities. The evaluation model takes into consideration the days to maturity, coupon rate and settlement date convention. Net unrealized gains or losses on these securities are included in accumulated other comprehensive loss, which is a separate component of stockholders’ equity. Realized gains and realized losses are included in other income/(expense), while amortization of premiums and accretion of discounts are included in interest income. Interest and dividends on available-for-sale securities are included in interest income. We periodically evaluate our investment securities for impairment. If we determine that a decline in fair value of any investment security is other than temporary, then the cost basis would be written down to fair value and the decline in value would be charged to earnings. | |
Our investment securities are under the custodianship of a major financial institution and consist of FDIC-insured certificates of deposit. We have classified all of our available-for-sale investment securities, including those with maturities beyond one year from the date of purchase, as current assets on our consolidated balance sheets because we consider them to be highly liquid and available for use, if needed, in current operations. As of March 31, 2014, $4.2 million of our investment securities had contractual maturity dates of more than one year and less than or equal to 18 months and none were greater than 18 months. | |
At March 31, 2014, the fair value of our investment securities was $19,772,011. The cost basis of such investments was $19,796,040 and our net unrealized losses were $24,029. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||
6. Fair Value of Financial Instruments | |||||||||||||||||
Our investment securities are carried at fair value. The fair value of financial assets and liabilities is measured under a framework that establishes “levels” which are defined as follows: (i) Level 1 fair value is determined from observable, quoted prices in active markets for identical assets or liabilities; (ii) Level 2 fair value is determined from inputs, other than Level 1 inputs, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities, and (iii) Level 3 fair value is determined using the entity’s own assumptions about the inputs that market participants would use in pricing an asset or liability. | |||||||||||||||||
The fair values at March 31, 2014 and December 31, 2013 of our investment securities are summarized in the following table: | |||||||||||||||||
Total Fair | Fair Value Determined Under: | ||||||||||||||||
Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Investment securities at March 31, 2014 | $ | 19,772,011 | $ | — | $ | 19,772,011 | $ | — | |||||||||
Investment securities at December 31, 2013 | $ | 18,711,448 | $ | — | $ | 18,711,448 | $ | — |
Property_and_Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2014 | |
Property Plant And Equipment [Abstract] | ' |
Property and Equipment | ' |
7. Property and Equipment | |
Property and equipment are stated at cost, less accumulated depreciation. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the assets, which generally is three to five years. Leasehold improvements are amortized over the economic life of the asset or the lease term, whichever is shorter. Repairs and maintenance are expensed as incurred. |
Accrued_Liabilities
Accrued Liabilities | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Accrued Liabilities | ' | ||||||||
8. Accrued Liabilities | |||||||||
Accrued liabilities at March 31, 2014 and December 31, 2013 were as follows: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued R&D agreements and study expenses | $ | 3,552,026 | $ | 2,273,860 | |||||
Accrued acquisition costs | 295,325 | 44,640 | |||||||
Other accrued liabilities | 95,544 | 176,588 | |||||||
Total accrued liabilities | $ | 3,942,895 | $ | 2,495,088 | |||||
Approximately $0.8 million of the accrued R&D agreements and study expenses are assumed liabilities recorded through the acquisition of Aires. |
ShareBased_Compensation_Expens
Share-Based Compensation Expense | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||
Share-Based Compensation Expense | ' | ||||||||
9. Share-Based Compensation Expense | |||||||||
Estimated share-based compensation expense related to equity awards granted to our employees and non-employee directors for the three months ended March 31, 2014 and 2013 was as follows: | |||||||||
Three months ended March 31, | |||||||||
2014 | 2013 | ||||||||
Selling, general and administrative expense | $ | 340,498 | $ | 314,428 | |||||
Research and development expense | 58,956 | 37,128 | |||||||
Share-based compensation expense | $ | 399,454 | $ | 351,556 | |||||
During the three months ended March 31, 2014, the only equity awards granted to our employees and non-employee directors were stock option awards. The following table summarizes such equity award activity: | |||||||||
Shares | Weighted- | ||||||||
Underlying | Average | ||||||||
Option | Exercise | ||||||||
Awards | Price | ||||||||
Outstanding at December 31, 2013 | 7,304,828 | $ | 1.38 | ||||||
Granted | 2,186,900 | $ | 0.49 | ||||||
Exercised | — | $ | — | ||||||
Cancelled/forfeited/expired | — | $ | — | ||||||
Outstanding at March 31, 2014 | 9,491,728 | $ | 1.18 | ||||||
At March 31, 2014, total unrecognized estimated compensation cost related to non-vested employee and non-employee director share-based awards granted prior to that date was $3.1 million, which is expected to be recognized over a weighted-average period of 2.9 years. |
Net_Loss_Per_Common_Share
Net Loss Per Common Share | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Net Loss Per Common Share | ' | ||||||||
10. Net Loss Per Common Share | |||||||||
Basic and diluted net loss per common share was calculated by dividing the net loss applicable to common stock for the three months ended March 31, 2014 and 2013 by the weighted-average number of common shares outstanding during those periods, respectively, without consideration for outstanding common stock equivalents because their effect would have been anti-dilutive. Common stock equivalents are included in the calculation of diluted earnings per common share only if their effect is dilutive. For the periods presented, our outstanding common stock equivalents consisted of options and warrants to purchase shares of our common stock. The weighted-average number of those common stock equivalents outstanding for each of the periods presented is set forth in the table below: | |||||||||
Three months ended March 31, | |||||||||
2014 | 2013 | ||||||||
Options | 9,412,845 | 4,058,751 | |||||||
Warrants | 44,585,932 | 16,488,432 |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Changes And Error Corrections [Abstract] | ' |
Recent Accounting Pronouncements | ' |
11. Recent Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). This standard requires an unrecognized tax benefit related to a net operating loss carryforward, a similar tax loss or a tax credit carryforward to be presented as a reduction to a deferred tax asset, unless the tax benefit is not available at the reporting date to settle any additional income taxes under the tax law of the applicable tax jurisdiction. ASU 2013-11 is effective for fiscal years and interim periods beginning after December 15, 2013. We adopted this guidance effective January 1, 2014. Our adoption of this standard did not have a significant impact on our consolidated financial position, results of operations and other comprehensive income/loss or cash flows. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Supplemental Cash Flow Elements [Abstract] | ' | ||||||||||||
Supplemental Cash Flow Information | ' | ||||||||||||
12. Supplemental Cash Flow Information | |||||||||||||
Non-cash investing and financing transactions presented separately from the condensed consolidated statements of cash flows for the three months ended March 31, 2014 and 2013 and for the period from inception (June 12, 1996) through March 31, 2014 are as follows: | |||||||||||||
Three months ended | Inception | ||||||||||||
March 31, | (June 12, 1996) | ||||||||||||
through | |||||||||||||
2014 | 2013 | March 31, 2014 | |||||||||||
Supplemental disclosures of cash flow information: | |||||||||||||
Interest paid | $ | — | $ | — | $ | 180,719 | |||||||
Supplemental disclosures of non-cash investing and financing activities: | |||||||||||||
Issuance of warrants, common stock and preferred stock for: | |||||||||||||
Conversion of notes payable and accrued interest | — | — | 1,213,988 | ||||||||||
Prepaid services to consultants | — | — | 1,482,781 | ||||||||||
Conversion of preferred stock | — | — | 13,674 | ||||||||||
Acquisitions | 3,160,000 | — | 33,826,878 | ||||||||||
Issuance of common stock to pay dividends | — | — | 213,000 | ||||||||||
Financial advisor services in conjunction with financings | — | — | 3,477,571 | ||||||||||
Underwriter commissions in conjunction with financings | — | — | 766,784 | ||||||||||
Acquisition of treasury stock in settlement of a claim | — | — | 34,737 | ||||||||||
Cancellation of treasury stock | — | — | (34,737 | ) | |||||||||
Assumptions of liabilities in acquisitions | 1,212,297 | — | 2,744,103 | ||||||||||
Fair value of contingent liabilities, net of contingent assets, recorded at acquisition date | — | — | 784,419 | ||||||||||
Issuance of common stock for milestone achievement | — | — | 250 | ||||||||||
Acquisition of license agreement for long-term debt | — | — | 161,180 | ||||||||||
Unrealized loss on investment securities | 5,447 | 8,448 | 24,029 | ||||||||||
Disposal of equipment in conjunction with settlement of a liability | — | — | 99,875 | ||||||||||
Cashless exercise of warrants | — | — | 4,312 | ||||||||||
Dividends accrued | — | — | 621,040 | ||||||||||
Trade asset converted to available-for-sale asset | — | — | 108,000 | ||||||||||
Dividends extinguished | — | — | 408,240 | ||||||||||
Trade payable converted to note payable | — | — | 83,948 | ||||||||||
Issuance of warrants for return of common stock | — | — | 50,852 | ||||||||||
Detachable warrants issued with notes payable | — | — | 450,000 | ||||||||||
Cumulative preferred stock dividends | — | — | 13,502,403 | ||||||||||
Financing costs in accounts payable and accrued liabilities | 179,232 | — | 179,232 |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Equity [Abstract] | ' | ||||||||
Stockholders' Equity | ' | ||||||||
13. Stockholders’ Equity | |||||||||
“At the Market” Equity Offering Program | |||||||||
In February 2014, we entered into a sales agreement with Cowen and Company, LLC (“Cowen”), to sell shares of our common stock, with aggregate gross sales proceeds of up to $30 million, from time to time, through an “at the market” equity offering program (the “ATM program”), under which Cowen acts as sales agent. As of March 31, 2014, we had sold and issued an aggregate of 9,961,655 shares at a weighted-average sales price of $0.83 per share under the ATM program for aggregate gross proceeds of $8.3 million and $7.8 million in net proceeds, after deducting sales agent commission and discounts and our other offering costs. | |||||||||
Underwritten Public Offering of Common Stock and Warrants | |||||||||
In June 2013, we completed an underwritten public offering of 56,195,000 shares of our common stock and warrants to purchase up to 28,097,500 additional shares of our common stock. These securities were offered and sold to the underwriters and the public in units with each unit consisting of one share of common stock and one warrant to purchase up to 0.5 of a share of common stock. The gross proceeds from this financing were $28.1 million and, after deducting underwriting discounts and commissions and our other offering expenses, our net proceeds were $25.7 million. We may receive up to $18.3 million of additional proceeds from the exercise of the warrants issued in the financing. The exercise price of the warrants is $0.65 per share. Subject to certain beneficial ownership limitations, the warrants are exercisable at any time on or before June 19, 2018. | |||||||||
Shares Issuable to Former SynthRx Stockholders Upon Achievement of Milestones | |||||||||
In April 2011, we acquired SynthRx. as a wholly-owned subsidiary through a merger transaction in exchange for shares of our common stock and rights to additional shares of our common stock upon achievement of specified milestones related to MST-188. We have issued an aggregate of 3,050,851 shares of our common stock to the former SynthRx stockholders, 1,454,079 of which we repurchased in December 2012 for $0.001 per share pursuant to our exercise of a repurchase right under the merger agreement. We could issue up to an aggregate of 12,478,050 additional shares of our common stock to the former SynthRx stockholders if and when the development of MST-188 achieves certain milestones as follows: (a) 3,839,400 shares upon acceptance for review by the U.S. Food and Drug Administration (“FDA”) of a new drug application (“NDA”) covering the use of purified poloxamer 188 for the treatment of sickle cell crisis in children and (b) 8,638,650 shares upon approval of such NDA by the FDA. | |||||||||
Outstanding Warrants | |||||||||
At March 31, 2014, outstanding warrants to purchase shares of common stock are as follows: | |||||||||
Shares Underlying | Exercise Price | Expiration Date | |||||||
Outstanding Warrants | |||||||||
99,696 | $ | 11.9125 | Jun-14 | ||||||
36,071 | $ | 3.75 | Jun-14 | ||||||
19,007 | $ | 4.475 | Jul-14 | ||||||
14,183 | $ | 4.0625 | August 2014 | ||||||
144,000 | $ | 5.875 | October 2014 | ||||||
216,000 | $ | 3.67 | Oct-14 | ||||||
409,228 | $ | 3.44 | Apr-15 | ||||||
1,062,500 | $ | 1 | Apr-15 | ||||||
1,816,608 | $ | 3.65 | May-15 | ||||||
2,046,139 | $ | 2.75 | Jan-16 | ||||||
10,625,000 | $ | 1.1 | November 2016 | ||||||
28,097,500 | $ | 0.65 | Jun-18 | ||||||
44,585,932 | |||||||||
Use_of_Estimates_Policies
Use of Estimates (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Changes And Error Corrections [Abstract] | ' |
Use of Estimates | ' |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates, including estimates related to R&D expenses, in-process research and development (“IPR&D”), goodwill and share-based compensation expenses. We base our estimates on historical experience and various other relevant assumptions we believe to be reasonable under the circumstances. Actual results may differ from these estimates. | |
Acquired In-Process Research and Development | ' |
Acquired In-Process Research and Development | |
Our acquired IPR&D is the estimated fair value of the AIR001 program as of the acquisition date. We determined that the estimated fair value of the AIR001 program was $2.0 million as of the acquisition date using the Multi-Period Excess Earnings Method, or MPEEM, which is a form of the income approach. Under the MPEEM, the fair value of an intangible asset is equal to the present value of the asset’s incremental after-tax cash flows (excess earnings) remaining after deducting the market rates of return on the estimated value of contributory assets (contributory charge) over its remaining useful life. | |
To calculate fair value of the AIR001 program under the MPEEM, we used probability-weighted cash flows discounted at a rate considered appropriate given the significant inherent risks associated with drug development by development-stage companies. Cash flows were calculated based on estimated projections of revenues and expenses related to AIR001 and then reduced by a contributory charge on requisite assets employed. Contributory assets included debt-free working capital, net fixed assets and assembled workforce. Rates of return on the contributory assets were based on rates used for comparable market participants. Cash flows were assumed to extend through a seven-year market exclusivity period. The resultant cash flows were then discounted to present value using a weighted-average cost of equity capital for companies with profiles substantially similar to that of Aires, which we believe represents the rate that market participants would use to value the assets. We compensated for the phase of development of the program by applying a probability factor to our estimation of the expected future cash flows. The projected cash flows were based on significant assumptions, including the indication in which we will pursue development of AIR001, the time and resources needed to complete the development and regulatory approval of AIR001, estimates of revenue and operating profit related to the program considering its stage of development, the life of the potential commercialized product, market penetration and competition, and risks associated with achieving commercialization, including delay or failure to obtain regulatory approvals to conduct clinical studies, failure of clinical studies, delay or failure to obtain required market clearances, and intellectual property litigation. | |
Deferred Income Tax Liability | ' |
Deferred Income Tax Liability | |
The $0.8 million recorded for deferred income tax liability resulting from the acquisition reflects the tax impact of the difference between the book basis and tax basis of acquired IPR&D. Such deferred income tax liability cannot be used to offset deferred tax assets when analyzing our end of year valuation allowance as the acquired IPR&D is considered to have an indefinite life until we complete or abandon development of AIR001. | |
Recent Accounting Pronouncements | ' |
In July 2013, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). This standard requires an unrecognized tax benefit related to a net operating loss carryforward, a similar tax loss or a tax credit carryforward to be presented as a reduction to a deferred tax asset, unless the tax benefit is not available at the reporting date to settle any additional income taxes under the tax law of the applicable tax jurisdiction. ASU 2013-11 is effective for fiscal years and interim periods beginning after December 15, 2013. We adopted this guidance effective January 1, 2014. Our adoption of this standard did not have a significant impact on our consolidated financial position, results of operations and other comprehensive income/loss or cash flows. |
Acquisition_of_Aires_Tables
Acquisition of Aires (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Summary of Preliminary Estimated Fair Values of Net Tangible and Intangible Assets and Liabilities | ' | ||||||||
The purchase price allocations are preliminary and subject to change as more detailed analyses are completed and additional information with respect to the fair values of the assets and liabilities acquired becomes available. | |||||||||
Cash and cash equivalents | $ | 3,534,480 | |||||||
Prepaid expenses and other assets | 85,681 | ||||||||
In-process research and development | 2,000,000 | ||||||||
Total assets: | 5,620,161 | ||||||||
Accounts payable and accrued liabilities | 1,212,297 | ||||||||
Deferred tax liability | 794,920 | ||||||||
Total liabilities: | 2,007,217 | ||||||||
Net assets acquired | $ | 3,612,944 | |||||||
Pro-forma Information of Condensed Consolidated Results of Operations | ' | ||||||||
The following unaudited pro forma information presents our condensed consolidated results of operations as if the acquisition of Aires had occurred on January 1, 2013: | |||||||||
Three months ended March 31, | |||||||||
2014 | 2013 | ||||||||
Revenues | $ | — | $ | 397,857 | |||||
Loss from operations | (7,532,447 | ) | (9,085,094 | ) | |||||
Net loss applicable to common stock | (7,516,795 | ) | (9,072,377 | ) | |||||
Pro-forma Condensed Consolidated Financial Information Adjustments | ' | ||||||||
The above unaudited pro forma financial information includes the following nonrecuring adjustments directly attributable to the acquisition: | |||||||||
Three months ended March 31, | |||||||||
2014 | 2013 | ||||||||
Transaction-related expenses | $ | 1,315,522 | $ | (1,315,522 | ) |
Goodwill_and_IPRD_Tables
Goodwill and IPR&D (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Summary of Goodwill and IPR&D | ' | ||||||||
At March 31, 2014 and December 31, 2013, our goodwill and IPR&D consisted of the following: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Goodwill | $ | 3,006,883 | $ | 3,006,883 | |||||
IPR&D | |||||||||
Acquired IPR&D related to SynthRx acquisition | 6,549,000 | 6,549,000 | |||||||
Acquired IPR&D related to Aires acquisition | 2,000,000 | — | |||||||
Total goodwill and IPR&D | $ | 11,555,883 | $ | 9,555,883 | |||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Values of Investment Securities | ' | ||||||||||||||||
The fair values at March 31, 2014 and December 31, 2013 of our investment securities are summarized in the following table: | |||||||||||||||||
Total Fair | Fair Value Determined Under: | ||||||||||||||||
Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||||
Investment securities at March 31, 2014 | $ | 19,772,011 | $ | — | $ | 19,772,011 | $ | — | |||||||||
Investment securities at December 31, 2013 | $ | 18,711,448 | $ | — | $ | 18,711,448 | $ | — |
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Accrued Liabilities | ' | ||||||||
Accrued liabilities at March 31, 2014 and December 31, 2013 were as follows: | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued R&D agreements and study expenses | $ | 3,552,026 | $ | 2,273,860 | |||||
Accrued acquisition costs | 295,325 | 44,640 | |||||||
Other accrued liabilities | 95,544 | 176,588 | |||||||
Total accrued liabilities | $ | 3,942,895 | $ | 2,495,088 | |||||
ShareBased_Compensation_Expens1
Share-Based Compensation Expense (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||
Estimated Share-based Compensation Expense Related to Equity Awards Granted to Employees and Non-employee Directors | ' | ||||||||
Estimated share-based compensation expense related to equity awards granted to our employees and non-employee directors for the three months ended March 31, 2014 and 2013 was as follows: | |||||||||
Three months ended March 31, | |||||||||
2014 | 2013 | ||||||||
Selling, general and administrative expense | $ | 340,498 | $ | 314,428 | |||||
Research and development expense | 58,956 | 37,128 | |||||||
Share-based compensation expense | $ | 399,454 | $ | 351,556 | |||||
Summary of Equity Award Activity | ' | ||||||||
The following table summarizes such equity award activity: | |||||||||
Shares | Weighted- | ||||||||
Underlying | Average | ||||||||
Option | Exercise | ||||||||
Awards | Price | ||||||||
Outstanding at December 31, 2013 | 7,304,828 | $ | 1.38 | ||||||
Granted | 2,186,900 | $ | 0.49 | ||||||
Exercised | — | $ | — | ||||||
Cancelled/forfeited/expired | — | $ | — | ||||||
Outstanding at March 31, 2014 | 9,491,728 | $ | 1.18 | ||||||
Net_Loss_Per_Common_Share_Tabl
Net Loss Per Common Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Weighted-average Number of Those Common Stock Equivalents Outstanding | ' | ||||||||
The weighted-average number of those common stock equivalents outstanding for each of the periods presented is set forth in the table below: | |||||||||
Three months ended March 31, | |||||||||
2014 | 2013 | ||||||||
Options | 9,412,845 | 4,058,751 | |||||||
Warrants | 44,585,932 | 16,488,432 |
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Supplemental Cash Flow Elements [Abstract] | ' | ||||||||||||
Supplemental Cash Flow Information | ' | ||||||||||||
Non-cash investing and financing transactions presented separately from the condensed consolidated statements of cash flows for the three months ended March 31, 2014 and 2013 and for the period from inception (June 12, 1996) through March 31, 2014 are as follows: | |||||||||||||
Three months ended | Inception | ||||||||||||
March 31, | (June 12, 1996) | ||||||||||||
through | |||||||||||||
2014 | 2013 | March 31, 2014 | |||||||||||
Supplemental disclosures of cash flow information: | |||||||||||||
Interest paid | $ | — | $ | — | $ | 180,719 | |||||||
Supplemental disclosures of non-cash investing and financing activities: | |||||||||||||
Issuance of warrants, common stock and preferred stock for: | |||||||||||||
Conversion of notes payable and accrued interest | — | — | 1,213,988 | ||||||||||
Prepaid services to consultants | — | — | 1,482,781 | ||||||||||
Conversion of preferred stock | — | — | 13,674 | ||||||||||
Acquisitions | 3,160,000 | — | 33,826,878 | ||||||||||
Issuance of common stock to pay dividends | — | — | 213,000 | ||||||||||
Financial advisor services in conjunction with financings | — | — | 3,477,571 | ||||||||||
Underwriter commissions in conjunction with financings | — | — | 766,784 | ||||||||||
Acquisition of treasury stock in settlement of a claim | — | — | 34,737 | ||||||||||
Cancellation of treasury stock | — | — | (34,737 | ) | |||||||||
Assumptions of liabilities in acquisitions | 1,212,297 | — | 2,744,103 | ||||||||||
Fair value of contingent liabilities, net of contingent assets, recorded at acquisition date | — | — | 784,419 | ||||||||||
Issuance of common stock for milestone achievement | — | — | 250 | ||||||||||
Acquisition of license agreement for long-term debt | — | — | 161,180 | ||||||||||
Unrealized loss on investment securities | 5,447 | 8,448 | 24,029 | ||||||||||
Disposal of equipment in conjunction with settlement of a liability | — | — | 99,875 | ||||||||||
Cashless exercise of warrants | — | — | 4,312 | ||||||||||
Dividends accrued | — | — | 621,040 | ||||||||||
Trade asset converted to available-for-sale asset | — | — | 108,000 | ||||||||||
Dividends extinguished | — | — | 408,240 | ||||||||||
Trade payable converted to note payable | — | — | 83,948 | ||||||||||
Issuance of warrants for return of common stock | — | — | 50,852 | ||||||||||
Detachable warrants issued with notes payable | — | — | 450,000 | ||||||||||
Cumulative preferred stock dividends | — | — | 13,502,403 | ||||||||||
Financing costs in accounts payable and accrued liabilities | 179,232 | — | 179,232 |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Equity [Abstract] | ' | ||||||||
Outstanding Warrants to Purchase Shares of Common Stock | ' | ||||||||
At March 31, 2014, outstanding warrants to purchase shares of common stock are as follows: | |||||||||
Shares Underlying | Exercise Price | Expiration Date | |||||||
Outstanding Warrants | |||||||||
99,696 | $ | 11.9125 | Jun-14 | ||||||
36,071 | $ | 3.75 | Jun-14 | ||||||
19,007 | $ | 4.475 | Jul-14 | ||||||
14,183 | $ | 4.0625 | August 2014 | ||||||
144,000 | $ | 5.875 | October 2014 | ||||||
216,000 | $ | 3.67 | Oct-14 | ||||||
409,228 | $ | 3.44 | Apr-15 | ||||||
1,062,500 | $ | 1 | Apr-15 | ||||||
1,816,608 | $ | 3.65 | May-15 | ||||||
2,046,139 | $ | 2.75 | Jan-16 | ||||||
10,625,000 | $ | 1.1 | November 2016 | ||||||
28,097,500 | $ | 0.65 | Jun-18 | ||||||
44,585,932 | |||||||||
Acquisition_of_Aires_Additiona
Acquisition of Aires - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | |
Feb. 27, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ' | ' | ' |
Aggregate unregistered shares issued | 1,049,706 | ' | ' |
Purchase price of acquisition, based calculated number of shares and average closing prices per share | $3,200,000 | ' | ' |
Average closing price | $0.80 | ' | ' |
Net assets acquired exceed estimated purchase price | 500,000 | ' | ' |
IPR&D, AIR-001 program, fair value | 2,000,000 | ' | ' |
Deferred income tax liability resulting from the acquisition | 794,920 | ' | ' |
Revenue from collaborations | ' | ' | 397,857 |
Operating expenses | ' | 300,000 | ' |
Severance Payments to Former Executive Officers of Aires [Member] | ' | ' | ' |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ' | ' | ' |
Transaction-related expenses | $900,000 | ' | ' |
Maximum [Member] | ' | ' | ' |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ' | ' | ' |
Aggregate unregistered shares issued | 5,248,536 | ' | ' |
Scenario, Forecast [Member] | ' | ' | ' |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ' | ' | ' |
Aggregate unregistered shares issued | 4,198,830 | ' | ' |
Acquisition_of_Aires_Summary_o
Acquisition of Aires - Summary of Preliminary Estimated Fair Values of Net Tangible and Intangible Assets and Liabilities (Detail) (USD $) | Feb. 27, 2014 |
Business Combinations [Abstract] | ' |
Cash and cash equivalents | $3,534,480 |
Prepaid expenses and other assets | 85,681 |
In-process research and development | 2,000,000 |
Total assets: | 5,620,161 |
Accounts payable and accrued liabilities | 1,212,297 |
Deferred tax liability | 794,920 |
Total liabilities: | 2,007,217 |
Net assets acquired | $3,612,944 |
Acquisition_of_Aires_Proforma_
Acquisition of Aires - Pro-forma Information of Condensed Consolidated Results of Operations (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Business Combinations [Abstract] | ' | ' |
Revenues | ' | $397,857 |
Loss from operations | -7,532,447 | -9,085,094 |
Net loss applicable to common stock | ($7,516,795) | ($9,072,377) |
Acquisition_of_Aires_Proforma_1
Acquisition of Aires - Pro-forma Condensed Consolidated Financial Information Adjustments (Detail) (Pro Forma Transaction Costs [Member], USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Pro Forma Transaction Costs [Member] | ' | ' |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ' | ' |
Transaction-related expenses | $1,315,522 | ($1,315,522) |
Goodwill_and_IPRD_Summary_of_G
Goodwill and IPR&D - Summary of Goodwill and IPR&D (Detail) (USD $) | Mar. 31, 2014 | Feb. 27, 2014 | Dec. 31, 2013 |
Goodwill And Intangible Assets [Line Items] | ' | ' | ' |
Goodwill | $3,006,883 | ' | $3,006,883 |
Acquired IPR&D related to Aires acquisition | ' | 2,000,000 | ' |
Total goodwill and IPR&D | 11,555,883 | ' | 9,555,883 |
SynthRx [Member] | ' | ' | ' |
Goodwill And Intangible Assets [Line Items] | ' | ' | ' |
Acquired IPR&D related to Aires acquisition | 6,549,000 | ' | 6,549,000 |
Aires Consulting Group Inc [Member] | ' | ' | ' |
Goodwill And Intangible Assets [Line Items] | ' | ' | ' |
Acquired IPR&D related to Aires acquisition | $2,000,000 | ' | ' |
Investment_Securities_Addition
Investment Securities - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Amount of Investment Securities | $4,200,000 | ' |
Investment securities | 19,772,011 | 18,711,448 |
Cost basis of investments securities | 19,796,040 | ' |
Unrealized losses | $24,029 | ' |
Minimum [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Maturity period | '1 year | ' |
Maximum [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Maturity period | '18 months | ' |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments - Fair Values of Investment Securities (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Investment securities | $19,772,011 | $18,711,448 |
Fair Value, Measurements, Nonrecurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Investment securities | 19,772,011 | 18,711,448 |
Fair Value Determined Under Level 1 [Member] | Fair Value, Measurements, Nonrecurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Investment securities | ' | ' |
Fair Value Determined Under Level 2 [Member] | Fair Value, Measurements, Nonrecurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Investment securities | 19,772,011 | 18,711,448 |
Fair Value Determined Under Level 3 [Member] | Fair Value, Measurements, Nonrecurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Investment securities | ' | ' |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2014 | |
Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment estimated useful lives | '3 years |
Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment estimated useful lives | '5 years |
Accrued_Liabilities_Accrued_Li
Accrued Liabilities - Accrued Liabilities (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Payables And Accruals [Abstract] | ' | ' |
Accrued R&D agreements and study expenses | $3,552,026 | $2,273,860 |
Accrued acquisition costs | 295,325 | 44,640 |
Other accrued liabilities | 95,544 | 176,588 |
Total accrued liabilities | $3,942,895 | $2,495,088 |
Accrued_Liabilities_Additional
Accrued Liabilities - Additional Information (Detail) (USD $) | Mar. 31, 2014 |
In Millions, unless otherwise specified | |
Payables And Accruals [Abstract] | ' |
Accrued R&D agreements and study expenses | $0.80 |
ShareBased_Compensation_Expens2
Share-Based Compensation Expense - Estimated Share-based Compensation Expense Related to Equity Awards Granted to Employees and Non-employee Directors (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Share-based compensation expense | $399,454 | $351,556 |
Selling, General and Administrative Expense [Member] | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Share-based compensation expense | 340,498 | 314,428 |
Research and Development Expense [Member] | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Share-based compensation expense | $58,956 | $37,128 |
ShareBased_Compensation_Expens3
Share-Based Compensation Expense - Summary of Equity Award Activity (Detail) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
Shares Underlying Options, Outstanding at beginning balance | 7,304,828 |
Shares Underlying Options, Granted | 2,186,900 |
Shares Underlying Options, Exercised | ' |
Shares Underlying Options, Cancelled/Forfeited/Expired | ' |
Shares Underlying Options, Outstanding at ending balance | 9,491,728 |
Weighted average exercise price, beginning balance | $1.38 |
Weighted average exercise price, Granted | $0.49 |
Weighted average exercise price, Exercised | ' |
Weighted average exercise price, Cancelled/Forfeited/Expired | ' |
Weighted average exercise price, ending balance | $1.18 |
ShareBased_Compensation_Expens4
Share-Based Compensation Expense - Additional Information (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
Unamortized compensation cost | $3.10 |
Expected to be recognized over a weighted-average period | '2 years 10 months 24 days |
Net_Loss_Per_Common_Share_Weig
Net Loss Per Common Share - Weighted-average Number of Those Common Stock Equivalents Outstanding (Detail) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities | 9,412,845 | 4,058,751 |
Warrants [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities | 44,585,932 | 16,488,432 |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information - Supplemental Cash Flow Information (Detail) (USD $) | 3 Months Ended | 214 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
Supplemental disclosures of cash flow information: | ' | ' | ' |
Interest paid | ' | ' | $180,719 |
Issuance of warrants, common stock and preferred stock for: | ' | ' | ' |
Conversion of notes payable and accrued interest | ' | ' | 1,213,988 |
Prepaid services to consultants | ' | ' | 1,482,781 |
Conversion of preferred stock | ' | ' | 13,674 |
Acquisitions | 3,160,000 | ' | 33,826,878 |
Issuance of common stock to pay dividends | ' | ' | 213,000 |
Financial advisor services in conjunction with financings | ' | ' | 3,477,571 |
Underwriter commissions in conjunction with financings | ' | ' | 766,784 |
Acquisition of treasury stock in settlement of a claim | ' | ' | 34,737 |
Cancellation of treasury stock | ' | ' | -34,737 |
Assumptions of liabilities in acquisitions | 1,212,297 | ' | 2,744,103 |
Fair value of contingent liabilities, net of contingent assets, recorded at acquisition date | ' | ' | 784,419 |
Issuance of common stock for milestone achievement | ' | ' | 250 |
Acquisition of license agreement for long-term debt | ' | ' | 161,180 |
Unrealized loss on investment securities | 5,447 | -8,448 | 24,029 |
Disposal of equipment in conjunction with settlement of a liability | ' | ' | 99,875 |
Cashless exercise of warrants | ' | ' | 4,312 |
Dividends accrued | ' | ' | 621,040 |
Trade asset converted to available-for-sale asset | ' | ' | 108,000 |
Dividends extinguished | ' | ' | 408,240 |
Trade payable converted to note payable | ' | ' | 83,948 |
Issuance of warrants for return of common stock | ' | ' | 50,852 |
Detachable warrants issued with notes payable | ' | ' | 450,000 |
Cumulative preferred stock dividends | ' | ' | 13,502,403 |
Financing costs in accounts payable and accrued liabilities | $179,232 | ' | $179,232 |
Stockholders_Equity_Additional
Stockholder's Equity - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 214 Months Ended | 12 Months Ended | 3 Months Ended | 1 Months Ended | ||||
Jun. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Feb. 28, 2014 | Dec. 31, 2013 | Apr. 30, 2011 | Mar. 31, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
SynthRx [Member] | SynthRx [Member] | ATM Program [Member] | Maximum [Member] | Second Milestone - FDA Acceptance [Member] | |||||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, gross sale | ' | ' | ' | ' | ' | $30,000,000 | ' | ' | $8,300,000 | ' | ' |
Common stock, issued | ' | 113,721,647 | ' | 102,710,286 | 113,721,647 | ' | ' | 3,050,851 | 9,961,655 | ' | ' |
Weighted-average sales price | ' | $0.83 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from ATM program | ' | 8,293,398 | ' | ' | 160,049,769 | ' | ' | ' | 7,800,000 | ' | ' |
Common stock, shares issued | 56,195,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional shares of common stock purchased using warrants | 28,097,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Securities offered and sold combination | 'These securities were offered and sold to the underwriters and the public in units with each unit consisting of one share of common stock and one warrant to purchase up to 0.5 of a share of common stock. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate number of common stock | 0.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross proceeds of financing | 28,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional proceeds from the exercise of warrants | 18,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from financing | $25,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants per share | 0.65 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants exercisable | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19-Jun-18 | ' |
Repurchase of common stock | ' | ' | ' | ' | ' | ' | 1,454,079 | ' | ' | ' | ' |
Share pursuant to our exercise | ' | ' | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' |
Additional Common stock shares issued | ' | ' | ' | ' | ' | ' | 12,478,050 | ' | ' | ' | ' |
Shares issued, fully vested shares | ' | ' | ' | 8,638,650 | ' | ' | ' | ' | ' | ' | 3,839,400 |
Stockholders_Equity_Outstandin
Stockholder's Equity - Outstanding Warrants to Purchase Shares of Common Stock (Detail) | Mar. 31, 2014 | Jun. 30, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
June 2014 [Member] | June 2014 [Member] | July 2014 [Member] | August 2014 [Member] | October 2014 [Member] | October 2014 [Member] | April 2015 [Member] | April 2015 [Member] | May 2015 [Member] | January 2016 [Member] | November 2016 [Member] | June 2018 [Member] | |||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Underlying Outstanding Warrants | 44,585,932 | ' | 99,696 | 36,071 | 19,007 | 14,183 | 144,000 | 216,000 | 409,228 | 1,062,500 | 1,816,608 | 2,046,139 | 10,625,000 | 28,097,500 |
Exercise Price | ' | 0.65 | 11.9125 | 3.75 | 4.475 | 4.0625 | 5.875 | 3.67 | 3.44 | 1 | 3.65 | 2.75 | 1.1 | 0.65 |
Expiration Date | ' | ' | '2014-06 | '2014-06 | '2014-07 | '2014-08 | '2014-10 | '2014-10 | '2015-04 | '2015-04 | '2015-05 | '2016-06 | '2016-11 | '2018-06 |