Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 09, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Mast Therapeutics, Inc. | |
Entity Central Index Key | 1,160,308 | |
Trading Symbol | MSTX | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 163,614,297 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 32,207 | $ 35,808 |
Investment securities | 17,706 | 21,481 |
Prepaid expenses and other current assets | 1,536 | 1,114 |
Total current assets | 51,449 | 58,403 |
Property and equipment, net | 250 | 188 |
In-process research and development | 8,549 | 8,549 |
Goodwill | 3,007 | 3,007 |
Other assets | 183 | 353 |
Total assets | 63,438 | 70,500 |
Current liabilities: | ||
Accounts payable | 2,931 | 1,370 |
Accrued liabilities | 7,763 | 5,625 |
Accrued compensation and payroll taxes | 1,289 | 1,443 |
Debt facility | 1,537 | |
Total current liabilities | 13,520 | 8,438 |
Long-term lease obligation | 24 | |
Debt facility, net of current portion | 12,951 | |
Deferred income tax liability | 3,404 | 3,404 |
Total liabilities | 29,899 | 11,842 |
Stockholders' equity: | ||
Common stock, $0.001 par value; 500,000,000 shares authorized; 163,614,297 and 159,458,376 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively | 164 | 159 |
Additional paid-in capital | 298,176 | 293,655 |
Accumulated other comprehensive loss | 9 | (25) |
Accumulated deficit | (264,810) | (235,131) |
Total stockholders' equity | 33,539 | 58,658 |
Total liabilities and stockholders' equity | $ 63,438 | $ 70,500 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 163,614,297 | 163,614,297 |
Common stock, shares outstanding | 159,458,376 | 159,458,376 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Operating expenses: | ||||
Research and development | 7,330 | 5,402 | 21,106 | 14,503 |
Selling, general and administrative | 2,460 | 2,455 | 8,448 | 7,091 |
Transaction-related expenses | 2 | 271 | ||
Depreciation and amortization | 38 | 25 | 105 | 60 |
Total operating expenses | 9,828 | 7,884 | 29,659 | 21,925 |
Loss from operations | (9,828) | (7,884) | (29,659) | (21,925) |
Interest income | 32 | 18 | 94 | 50 |
Interest expense | (101) | (102) | ||
Other (expense)/income, net | (15) | 0 | (12) | 486 |
Net loss | $ (9,912) | $ (7,866) | $ (29,679) | $ (21,389) |
Net loss per share - basic and diluted | $ (0.06) | $ (0.06) | $ (0.18) | $ (0.19) |
Weighted average shares outstanding - basic and diluted | 163,614,297 | 123,287,118 | 161,748,944 | 114,709,434 |
Comprehensive Income/(Loss): | ||||
Net loss | $ (9,912) | $ (7,866) | $ (29,679) | $ (21,389) |
Other comprehensive (loss)/income | (1) | (7) | 34 | (4) |
Comprehensive net loss | $ (9,913) | $ (7,873) | $ (29,645) | $ (21,393) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (29,679) | $ (21,389) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 105 | 60 |
Gain on bargain purchase | (486) | |
Share-based compensation expense | 2,122 | 1,513 |
Amortization of debt issuance costs and debt discount | 29 | |
Changes in assets and liabilities, net of effect of acquisitions: | ||
(Increase)/decrease in prepaid expenses and other assets | (251) | 61 |
Increase in accounts payable and accrued liabilities | 3,536 | 1,611 |
Net cash used in operating activities | (24,138) | (18,630) |
Cash flows from investing activities: | ||
Purchases of certificates of deposit | (8,235) | (12,463) |
Proceeds from maturities of certificates of deposit | 12,044 | 14,078 |
Purchases of property and equipment | (118) | (137) |
Security deposit for new sublease | (130) | |
Cash obtained through acquisition | 3,534 | |
Net cash (used in)/provided by investing activities | 3,691 | 4,882 |
Cash flows from financing activities: | ||
Proceeds from borrowings under term loan | 15,000 | |
Costs paid in connection with term loan | (160) | |
Proceeds from sale of common stock | 2,140 | 14,766 |
Proceeds from exercise of warrants | 0 | |
Payments for capital lease | (5) | |
Payments for offering costs | (129) | (717) |
Net cash provided by financing activities | 16,846 | 14,049 |
Net (decrease)/increase in cash and cash equivalents | (3,601) | 301 |
Cash and cash equivalents at beginning of period | 35,808 | 25,681 |
Cash and cash equivalents at end of period | $ 32,207 | $ 25,982 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
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, 2014, filed with the SEC on March 24, 2015 (“2014 Annual Report”). The condensed consolidated balance sheet as of December 31, 2014 included in this report has been derived from the audited consolidated financial statements included in the 2014 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 clinical-stage, 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. (“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 vepoloxamer (also known as MST-188) for serious or life-threatening diseases and conditions typically characterized by impaired microvascular blood flow and damaged cell membranes. Through our acquisition of Aires Pharmaceuticals, Inc. (“Aires”) in February 2014, we acquired AIR001, a sodium nitrite inhalation solution for intermittent inhalation via nebulizer, which we are developing for the treatment of heart failure with preserved ejection fraction (HFpEF). Our business, operating results, financial condition, and growth prospects are subject to significant risks and uncertainties, including failing to obtain regulatory approval to commercialize our product candidates and failing to secure additional funding to complete development of and to successfully commercialize our product candidates. |
Use of Estimates
Use of Estimates | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [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 and assumptions, including estimates related to R&D expenses, in-process research and development (“IPR&D”), goodwill and share-based compensation expenses, and assumptions related to the probability of achieving milestones in connection with the potential prepayment obligation under our debt facility with Hercules. 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 and assumptions. |
Acquisition of Aires
Acquisition of Aires | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisition of Aires | 3. Acquisition of Aires On February 27, 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 was a clinical-stage company with its lead product candidate, AIR001 (sodium nitrite) inhalation solution, in Phase 2 studies in pulmonary hypertension. Aires survived the merger transaction as a wholly-owned subsidiary of ours. Upon completion of the merger, we issued an aggregate of 1,049,706 unregistered shares of our common stock to former Aires stockholders and, in September 2014 after the six-month “holdback” period, we issued an aggregate of 4,053,996 additional unregistered shares of our common stock to former Aires stockholders, all in accordance with the merger agreement. There are no milestone or earn-out payments under the merger agreement; therefore, the total merger consideration was 5,103,702 shares. We accounted for the acquisition of Aires in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations 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 estimated fair values of Aires’ net tangible and intangible assets and liabilities on the acquisition date (in thousands): Cash and cash equivalents $ 3,534 Prepaid expenses and other assets 86 In-process research and development 2,000 Total assets: 5,620 Accounts payable and accrued liabilities 1,069 Deferred tax liability 795 Total liabilities: 1,864 Net assets acquired $ 3,756 The 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 (expense)/income net in our condensed consolidated statements of operations and comprehensive 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 clinical-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 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 as 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 valuation allowance as the acquired IPR&D is considered to have an indefinite life until we complete or abandon development of AIR001. |
Goodwill and IPR&D
Goodwill and IPR&D | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and IPR&D | 4. Goodwill and IPR&D At September 30, 2015 and December 31, 2014, our goodwill and IPR&D consisted of the following (in thousands): Goodwill $ 3,007 IPR&D Acquired IPR&D related to SynthRx acquisition 6,549 Acquired IPR&D related to Aires acquisition 2,000 Total goodwill and IPR&D $ 11,556 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. Our IPR&D consists of the estimated fair values of the vepoloxamer and AIR001 programs as of the dates we acquired SynthRx and Aires, respectively. We test our goodwill and acquired IPR&D for impairment annually as of September 30, or, in the case of initially acquired IPR&D, on the first anniversary of the date we acquired it and subsequently on September 30, and between annual tests if we become aware of an event or a change in circumstances that would indicate the carrying value may be impaired. We performed a qualitative assessment of our goodwill and our acquired IPR&D as of September 30, 2015. We concluded that it is not more likely than not that the carrying value of our goodwill or our acquired IPR&D exceeds its fair value. Therefore, we concluded that no impairment charge is required. |
Investment Securities
Investment Securities | 9 Months Ended |
Sep. 30, 2015 | |
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 (expense)/income, net 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 September 30, 2015, $2.9 million, or approximately 17%, 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 September 30, 2015 and December 31, 2014, our investment securities were as follows (in thousands): September 30, December 31, 2015 2014 Fair value of investment securities $ 17,706 $ 21,481 Cost basis of investment securities 17,697 21,506 September 30, December 31, 2015 2014 Net unrealized gains/(losses) on investment securities 9 (25 ) |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 6. Fair Value of Financial Instruments Our cash equivalents are recorded at cost plus accrued interest, which approximates fair value. 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 September 30, 2015 and December 31, 2014 of our cash equivalents and investment securities are summarized in the following table (in thousands): Fair Value Determined Under: Total Fair Value (Level 1) (Level 2) (Level 3) At September 30, 2015: Cash equivalents $ 16,018 $ 16,018 $ — $ — Investment securities $ 17,706 $ — $ 17,706 $ — At December 31, 2014: Cash equivalents $ 16,626 $ 16,626 $ — $ — Investment securities $ 21,481 $ — $ 21,481 $ — We believe that our debt facility bears interest at a rate that approximates prevailing market rates for instruments with similar characteristics and, accordingly, the carrying value of the debt facility approximates fair value. The fair value of our debt facility is determined under Level 2 in the fair value hierarchy. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. 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. We lease phone equipment under a lease agreement classified as a capital lease. The lease obligation is $35,000 with an interest rate of 7.94% per annum and the lease expires in December 2019. The equipment is being amortized over five years. |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2015 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | 8. Accrued Liabilities Accrued liabilities at September 30, 2015 and December 31, 2014 were as follows (in thousands): September 30, December 31, 2015 2014 Accrued R&D agreements and study expenses $ 7,306 $ 5,383 Deferred rent 107 — Other accrued liabilities 350 242 Total accrued liabilities $ 7,763 $ 5,625 |
Debt Facility
Debt Facility | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Facility | 9. Debt Facility Hercules Loan and Security Agreement On August 11, 2015, we entered into a loan and security agreement (the “Loan Agreement”) with Hercules Technology III, L.P. and Hercules Technology Growth Capital, Inc. (together, “Hercules”), which provided for a $15.0 million debt facility, and borrowed the first tranche of $5.0 million (“Tranche 1”). On September 28, 2015, we entered into an amendment to the Loan Agreement (the “First Amendment”) and borrowed the second tranche of $10.0 million (“Tranche 2”). Under the Loan Agreement, as amended, if our vepoloxamer and AIR001 programs do not achieve certain clinical development milestones by December 31, 2015, and by April 30, 2016 we do not either (a) receive unrestricted and unencumbered net cash proceeds of at least $15 million from either, or a combination of, upfront cash payments from one or more strategic corporate partnerships or one or more equity financings, or (b) demonstrate positive results in our Phase 3 “EPIC” study of vepoloxamer in sickle cell disease, we are required to prepay $10 million of the outstanding principal due to Hercules on April 30, 2016. The interest rate for the principal balance under the Loan Agreement, as amended, is the greater of (i) 8.95% plus the prime rate as reported in The Wall Street Journal minus 3.25%, and (ii) 8.95%, determined on a daily basis. Monthly payments under the amended Loan Agreement are interest only until June 1, 2016, followed by equal monthly payments of principal and interest through the scheduled maturity date of January 1, 2019. The interest-only period will be extended to September 1, 2016 if, on or before June 1, 2016, we have demonstrated positive results in the EPIC study and no event of default has occurred (the “First Interest Only Extension Condition”), and extended further to March 1, 2017 if we have satisfied the First Interest Only Extension Condition, have not prepaid Tranche 2, and no event of default has occurred. If our interest-only payment period is extended to March 1, 2017, the maturity date would extend to October 1, 2019. An end of term charge of $712,500 will be due on the scheduled maturity date and is being accrued through interest expense using the effective interest method. If we elect to prepay the principal balance under the amended Loan Agreement prior to maturity, a prepayment charge of 1%, 2% or 3%, of the then outstanding principal balance also will be due, depending upon when the prepayment occurs. A prepayment charge will not be applied to our prepayment of Tranche 2 if such prepayment is required on April 30, 2016. Our obligations under the amended Loan Agreement are secured by a first priority security interest in substantially all of our assets, excluding our intellectual property but including the proceeds from the sale, licensing or disposition of our intellectual property. Our intellectual property is subject to customary negative covenants. In connection with the Loan Agreement and First Amendment, we paid facility charges of $112,500 and a commitment charge of $25,000. Such charges were accounted for as debt issuance costs and are being amortized to interest expense using the effective interest method through the scheduled maturity date. In connection with the Loan Agreement and First Amendment, we issued warrants to Hercules which are exercisable for an aggregate of 1,524,390 shares of our common stock and at an exercise price of $0.41 per share. The warrants were valued using the Black-Scholes option pricing model with the following assumptions: volatility of 77%, expected term of five years, risk-free interest rate of 1.5% and a zero dividend yield. The warrant fair value of $0.4 million has been recorded as a debt discount and is being amortized through interest expense using the effective interest method through the scheduled maturity date. See Note 14 “Stockholders’ Equity – Outstanding Warrants,” for further description of the terms of the warrants Summary of Carrying Value The following table summarizes the components of the debt facility carrying value. Short-term values represent amounts to be paid within the next twelve months. As of September 30, 2015 Short-term Long-term Obligations to lender $ 2,104 $ 13,608 Accrued interest 45 - Debt issuance costs (426 ) (458 ) Debt discount related to warrants (186 ) (199 ) Carrying value $ 1,537 $ 12,951 |
Share-Based Compensation Expens
Share-Based Compensation Expense | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation Expense | 10. Share-Based Compensation Expense Share-based compensation expense related to equity awards granted to our employees and non-employee directors for the three and nine months ended September 30, 2015 and 2014 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Selling, general and administrative expense $ 375 $ 465 $ 1,687 $ 1,152 Research and development expense 169 224 435 361 Share-based compensation expense $ 544 $ 689 $ 2,122 $ 1,513 During the nine months ended September 30, 2015, the only equity awards granted to our employees and non-employee directors were stock option awards. The following table summarizes the equity award activity during such nine-month period: Shares Underlying Option Awards Weighted-Average Exercise Price Outstanding at December 31, 2014 13,616,137 $ 1.00 Granted 12,547,752 $ 0.55 Exercised — $ — Expired/forfeited (3,708,082 ) $ 0.66 Outstanding at September 30, 2015 22,455,807 $ 0.81 At September 30, 2015, total unrecognized estimated compensation cost related to non-vested employee and non-employee director share-based awards granted prior to that date was $4.8 million, which is expected to be recognized over a weighted-average period of 3.0 years. |
Net Loss Per Common Share
Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | 11. Net Loss Per Common Share Basic and diluted net loss per common share was calculated by dividing the net loss for the three and nine months ended September 30, 2015 and 2014 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. All common stock equivalents presented had an anti-dilutive impact due to losses reported in the applicable periods. 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Options 22,453,351 13,824,355 21,128,025 11,129,739 Warrants 76,356,327 44,424,075 77,345,043 44,518,635 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 12. Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2015-03, Simplifying the Presentation of Debt Issuance Costs In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | 13. Supplemental Cash Flow Information Non-cash investing and financing transactions presented separately from the condensed consolidated statements of cash flows for the nine months ended September 30, 2015 and 2014 are as follows (in thousands): Nine Months Ended September 30, 2015 2014 Supplemental disclosures of non-cash investing and financing activities: Issuance of common stock for acquisitions $ - $ 3,270 Assumptions of liabilities in acquisitions $ - $ 1,069 Fair value of warrants issued in connection with debt facility $ 393 $ - Unrealized (gain)/loss on investment securities $ (34 ) $ 4 Purchases of property and equipment in accounts payable $ 31 $ - Purchase of equipment under capital lease $ 35 $ - Debt facility costs in accounts payable and accrued liabilities $ 33 $ - |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | 14. Stockholders’ Equity Underwritten Public Offering of Common Stock, Pre-funded Warrants and Warrants In November 2014, we completed an underwritten public offering of 30,941,102 shares of our common stock, 13,081,428 “pre-funded” warrants exercisable for up to 13,081,428 shares of our common stock, and 22,011,265 warrants exercisable for up to 22,011,265 shares of our common stock. These securities were offered and sold to the underwriters and the public in units with each Series A unit consisting of one share of our common stock and one-half (0.5) of a warrant and each Series B unit consisting of one pre-funded warrant and one-half (0.5) of a warrant. Each whole warrant is exercisable for one share of our common stock. We sold an aggregate of 30,941,102 Series A units and 13,081,428 Series B units. The gross proceeds from this financing were $21.0 million and, after deducting underwriting discounts and commissions and other offering expenses, our net proceeds were $19.7 million. We may receive up to $0.1 million and $16.5 million of additional proceeds from the exercise of the pre-funded warrants and warrants, respectively, issued in the offering. The exercise price of the pre-funded warrants is $0.01 per share and exercise price of the warrants is $0.75 per share. Subject to certain beneficial ownership limitations, the pre-funded warrants and warrants are exercisable at any time on or before November 12, 2019. “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,” or ATM, equity offering program (the “2014 Sales Agreement”), under which Cowen acted as sales agent. In August 2015, we terminated the 2014 Sales Agreement upon entry into a new sales agreement with Cowen to sell shares of our common stock, with aggregate gross sales proceeds of up to $30 million, from time to time, through an ATM program. As of September 30, 2015, we had sold and issued an aggregate of 24,859,107 shares at a weighted-average sales price of $0.70 per share under the ATM programs for aggregate gross proceeds of $17.5 million and $16.6 million in net proceeds, after deducting sales agent commission and discounts and our other offering costs. 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 the development of MST-188 in sickle cell disease. 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 the following milestones: (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 September 30, 2015, outstanding warrants to purchase shares of common stock are as follows: Shares Underlying Outstanding Warrants Exercise Price Expiration Date 2,046,139 $ 2.750 January 2016 10,625,000 $ 1.100 November 2016 28,097,400 $ 0.650 June 2018 13,081,428 $ 0.010 November 2019 22,011,265 $ 0.750 November 2019 1,524,390 $ 0.410 August 2020 77,385,622 Warrants Issued to Hercules In connection with the Loan Agreement, on August 11, 2015, we entered into a Warrant Agreement with Hercules Technology III, L.P. and, in connection with the First Amendment, on September 28, 2015, we entered into a First Amendment to Warrant Agreement with Hercules Technology III, L.P. (together, the “Amended Warrant Agreement”). The Amended Warrant Agreement provides Hercules with a right to purchase an aggregate of 1,524,390 shares of our common stock at an exercise price of $0.41 per share, at any time, or from time to time, through August 11, 2020. The exercise price and the number of shares underlying the warrants subject to the Amended Warrant Agreement are subject to adjustment in the event of a merger event, reclassification of our common stock, subdivision or combination of our common stock, or certain dividend payments. Upon exercise, the aggregate exercise price may be paid, at Hercules’ election, in cash or on a net issuance basis, based upon the fair market value of our common stock at the time of exercise. If the fair market value of our common stock is greater than the exercise price of the warrants as of immediately before their expiration, to the extent the warrants are not previously exercised in full, the warrants shall be deemed automatically exercised on a net issuance basis as of immediately before their expiration. |
Use of Estimates (Policies)
Use of Estimates (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
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 and assumptions, including estimates related to R&D expenses, in-process research and development (“IPR&D”), goodwill and share-based compensation expenses, and assumptions related to the probability of achieving milestones in connection with the potential prepayment obligation under our debt facility with Hercules. 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 and assumptions. |
Acquired In-Process Research and Development | 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 clinical-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 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 as 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 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 April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2015-03, Simplifying the Presentation of Debt Issuance Costs In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern |
Acquisition of Aires (Tables)
Acquisition of Aires (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Summary of Preliminary Estimated Fair Values of Net Tangible and Intangible Assets and Liabilities | The table below summarizes the estimated fair values of Aires’ net tangible and intangible assets and liabilities on the acquisition date (in thousands): Cash and cash equivalents $ 3,534 Prepaid expenses and other assets 86 In-process research and development 2,000 Total assets: 5,620 Accounts payable and accrued liabilities 1,069 Deferred tax liability 795 Total liabilities: 1,864 Net assets acquired $ 3,756 |
Goodwill and IPR&D (Tables)
Goodwill and IPR&D (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Goodwill and IPR&D | At September 30, 2015 and December 31, 2014, our goodwill and IPR&D consisted of the following (in thousands): Goodwill $ 3,007 IPR&D Acquired IPR&D related to SynthRx acquisition 6,549 Acquired IPR&D related to Aires acquisition 2,000 Total goodwill and IPR&D $ 11,556 |
Investment Securities (Tables)
Investment Securities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Investments Debt And Equity Securities [Abstract] | |
Investment Securities | At September 30, 2015 and December 31, 2014, our investment securities were as follows (in thousands): September 30, December 31, 2015 2014 Fair value of investment securities $ 17,706 $ 21,481 Cost basis of investment securities 17,697 21,506 September 30, December 31, 2015 2014 Net unrealized gains/(losses) on investment securities 9 (25 ) |
Fair Value of Financial Instr24
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Values of Cash Equivalents and Investment Securities | The fair values at September 30, 2015 and December 31, 2014 of our cash equivalents and investment securities are summarized in the following table (in thousands): Fair Value Determined Under: Total Fair Value (Level 1) (Level 2) (Level 3) At September 30, 2015: Cash equivalents $ 16,018 $ 16,018 $ — $ — Investment securities $ 17,706 $ — $ 17,706 $ — At December 31, 2014: Cash equivalents $ 16,626 $ 16,626 $ — $ — Investment securities $ 21,481 $ — $ 21,481 $ — |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | Accrued liabilities at September 30, 2015 and December 31, 2014 were as follows (in thousands): September 30, December 31, 2015 2014 Accrued R&D agreements and study expenses $ 7,306 $ 5,383 Deferred rent 107 — Other accrued liabilities 350 242 Total accrued liabilities $ 7,763 $ 5,625 |
Debt Facility (Tables)
Debt Facility (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Components of Debt Facility Carrying Value | The following table summarizes the components of the debt facility carrying value. Short-term values represent amounts to be paid within the next twelve months. As of September 30, 2015 Short-term Long-term Obligations to lender $ 2,104 $ 13,608 Accrued interest 45 - Debt issuance costs (426 ) (458 ) Debt discount related to warrants (186 ) (199 ) Carrying value $ 1,537 $ 12,951 |
Share-Based Compensation Expe27
Share-Based Compensation Expense (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Estimated Share-based Compensation Expense Related to Equity Awards Granted to Employees and Non-employee Directors | Share-based compensation expense related to equity awards granted to our employees and non-employee directors for the three and nine months ended September 30, 2015 and 2014 was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Selling, general and administrative expense $ 375 $ 465 $ 1,687 $ 1,152 Research and development expense 169 224 435 361 Share-based compensation expense $ 544 $ 689 $ 2,122 $ 1,513 |
Summary of Equity Award Activity | The following table summarizes the equity award activity during such nine-month period: Shares Underlying Option Awards Weighted-Average Exercise Price Outstanding at December 31, 2014 13,616,137 $ 1.00 Granted 12,547,752 $ 0.55 Exercised — $ — Expired/forfeited (3,708,082 ) $ 0.66 Outstanding at September 30, 2015 22,455,807 $ 0.81 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Weighted-average Number of Those Common Stock Equivalents Outstanding | All common stock equivalents presented had an anti-dilutive impact due to losses reported in the applicable periods. 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 September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Options 22,453,351 13,824,355 21,128,025 11,129,739 Warrants 76,356,327 44,424,075 77,345,043 44,518,635 |
Supplemental Cash Flow Inform29
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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 nine months ended September 30, 2015 and 2014 are as follows (in thousands): Nine Months Ended September 30, 2015 2014 Supplemental disclosures of non-cash investing and financing activities: Issuance of common stock for acquisitions $ - $ 3,270 Assumptions of liabilities in acquisitions $ - $ 1,069 Fair value of warrants issued in connection with debt facility $ 393 $ - Unrealized (gain)/loss on investment securities $ (34 ) $ 4 Purchases of property and equipment in accounts payable $ 31 $ - Purchase of equipment under capital lease $ 35 $ - Debt facility costs in accounts payable and accrued liabilities $ 33 $ - |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Outstanding Warrants to Purchase Shares of Common Stock | At September 30, 2015, outstanding warrants to purchase shares of common stock are as follows: Shares Underlying Outstanding Warrants Exercise Price Expiration Date 2,046,139 $ 2.750 January 2016 10,625,000 $ 1.100 November 2016 28,097,400 $ 0.650 June 2018 13,081,428 $ 0.010 November 2019 22,011,265 $ 0.750 November 2019 1,524,390 $ 0.410 August 2020 77,385,622 |
Acquisition of Aires - Addition
Acquisition of Aires - Additional Information (Detail) - USD ($) | Feb. 27, 2014 | Sep. 30, 2014 |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Purchase price of acquisition, based calculated number of shares and average closing prices per share | $ 3,270,000 | |
Business combination, bargain purchase gain recognized, amount | $ 486,000 | |
Deferred income tax liability resulting from the acquisition | $ 795,000 | |
Aires [Member] | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Additional Common stock shares issued | 1,049,706 | |
Agreement holdback period | 6 months | |
Additional aggregate unregistered shares of common stock | 4,053,996 | |
Milestone payments | $ 0 | |
Earn-out payments | $ 0 | |
Total merger consideration | 5,103,702 | |
Purchase price of acquisition, based calculated number of shares and average closing prices per share | $ 3,300,000 | |
Average closing price | $ 0.80 | |
Business combination, bargain purchase gain recognized, amount | $ 500,000 | |
IPR&D, AIR-001 program, fair value | 2,000,000 | |
Deferred income tax liability resulting from the acquisition | $ 795,000 |
Acquisition of Aires - Summary
Acquisition of Aires - Summary of Preliminary Estimated Fair Values of Net Tangible and Intangible Assets and Liabilities (Detail) $ in Thousands | Feb. 27, 2014USD ($) |
Business Combinations [Abstract] | |
Cash and cash equivalents | $ 3,534 |
Prepaid expenses and other assets | 86 |
In-process research and development | 2,000 |
Total assets: | 5,620 |
Accounts payable and accrued liabilities | 1,069 |
Deferred tax liability | 795 |
Total liabilities: | 1,864 |
Net assets acquired | $ 3,756 |
Goodwill and IPR&D - Summary of
Goodwill and IPR&D - Summary of Goodwill and IPR&D (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 | Feb. 27, 2014 |
Goodwill And Intangible Assets [Line Items] | |||
Goodwill | $ 3,007 | $ 3,007 | |
In-process research and development | $ 2,000 | ||
Total goodwill and IPR&D | 11,556 | ||
SynthRx [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
In-process research and development | 6,549 | ||
Aires [Member] | |||
Goodwill And Intangible Assets [Line Items] | |||
In-process research and development | $ 2,000 |
Goodwill and IPR&D - Additional
Goodwill and IPR&D - Additional Information (Detail) | Sep. 30, 2015USD ($) |
SynthRx [Member] | |
Goodwill And Intangible Assets [Line Items] | |
Impairment charge | $ 0 |
Investment Securities - Additio
Investment Securities - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Schedule of Available-for-sale Securities [Line Items] | |
Amount of Investment Securities | $ 2.9 |
Percentage of investment securities | 17.00% |
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 |
Investment Securities - Investm
Investment Securities - Investment Securities (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Investment Holdings [Abstract] | ||
Investment securities | $ 17,706 | $ 21,481 |
Cost basis of investment securities | 17,697 | 21,506 |
Net unrealized gains/(losses) on investment securities | $ 9 | $ (25) |
Fair Value of Financial Instr37
Fair Value of Financial Instruments - Fair Values of Cash Equivalents and Investment Securities (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Investment securities | $ 17,706 | $ 21,481 |
Fair Value, Measurements, Nonrecurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 16,018 | 16,626 |
Investment securities | 17,706 | 21,481 |
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] | ||
Cash equivalents | 16,018 | 16,626 |
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 | $ 17,706 | $ 21,481 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Property, Plant and Equipment [Line Items] | |
Lease obligations | $ 35,000 |
Lease expiration date | Dec. 31, 2019 |
Capital Lease [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful lives | 5 years |
Rate of interest on capital lease | 7.94% |
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 L
Accrued Liabilities - Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Payables And Accruals [Abstract] | ||
Accrued R&D agreements and study expenses | $ 7,306 | $ 5,383 |
Deferred rent | 107 | |
Other accrued liabilities | 350 | 242 |
Total accrued liabilities | $ 7,763 | $ 5,625 |
Debt Facility - Additional Info
Debt Facility - Additional Information (Detail) - USD ($) | Aug. 11, 2015 | Sep. 30, 2015 | Sep. 28, 2015 | Nov. 30, 2014 |
Line Of Credit Facility [Line Items] | ||||
Interest rate terms of each tranche | The interest rate for the principal balance under the Loan Agreement, as amended, is the greater of (i) 8.95% plus the prime rate as reported in The Wall Street Journal minus 3.25%, and (ii) 8.95%, determined on a daily basis. | |||
Interest rate for each tranche | 8.95% | |||
Interest rate decreases if prime rate is used | (3.25%) | |||
Final payment due on date of maturity | $ 712,500 | |||
Loan agreement payment terms | The interest rate for the principal balance under the Loan Agreement, as amended, is the greater of (i) 8.95% plus the prime rate as reported in The Wall Street Journal minus 3.25%, and (ii) 8.95%, determined on a daily basis. Monthly payments under the amended Loan Agreement are interest only until June 1, 2016, followed by equal monthly payments of principal and interest through the scheduled maturity date of January 1, 2019. | |||
Warrants issued to purchase shares of common stock | 1,524,390 | 77,385,622 | 22,011,265 | |
Exercise price of warrants per share | $ 0.41 | $ 0.75 | ||
Warrants to Hercules [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Warrants issued to purchase shares of common stock | 1,524,390 | |||
Exercise price of warrants per share | $ 0.41 | |||
Warrants, expected term | 5 years | |||
Warrants, expected volatility rate | 77.00% | |||
Warrants, risk free interest rate | 1.50% | |||
Warrants, expected dividend yield | 0.00% | |||
Amortization of debt discount | $ 400,000 | |||
Prime Rate [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Interest rate spread for each tranche | 8.95% | |||
Loan and Security Agreement [Member] | Hercules [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Secured loan amount | $ 15,000,000 | |||
Prepayments of outstanding principal | $ 10,000,000 | |||
Debt prepayment charges, option one | 1.00% | |||
Debt prepayment charges, option two | 2.00% | |||
Debt prepayment charges, option three | 3.00% | |||
Payments of debt issuance costs | $ 112,500 | |||
Commitment fee | 25,000 | |||
Loan and Security Agreement [Member] | Hercules [Member] | Tranche 1 [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Loan borrowed amount | $ 5,000,000 | |||
Loan and Security Agreement [Member] | Hercules [Member] | Tranche 2 [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 10,000,000 | |||
Tranche available end date | Dec. 31, 2015 | |||
Loan and Security Agreement [Member] | Hercules [Member] | Tranche 3 [Member] | ||||
Line Of Credit Facility [Line Items] | ||||
Secured loan amount | $ 15,000,000 | |||
Tranche available end date | Apr. 30, 2016 |
Debt Facility - Summary of Comp
Debt Facility - Summary of Components of Debt Facility Carrying Value (Detail) $ in Thousands | Sep. 30, 2015USD ($) |
Short-term [Member] | |
Line Of Credit Facility [Line Items] | |
Obligations to lender | $ 2,104 |
Accrued interest | 45 |
Debt issuance costs | (426) |
Debt discount related to warrants | (186) |
Carrying value | 1,537 |
Long-term [Member] | |
Line Of Credit Facility [Line Items] | |
Obligations to lender | 13,608 |
Debt issuance costs | (458) |
Debt discount related to warrants | (199) |
Carrying value | $ 12,951 |
Share-Based Compensation Expe42
Share-Based Compensation Expense - Estimated Share-based Compensation Expense Related to Equity Awards Granted to Employees and Non-employee Directors (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 544 | $ 689 | $ 2,122 | $ 1,513 |
Selling, General and Administrative Expense [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 375 | 465 | 1,687 | 1,152 |
Research and Development Expense [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 169 | $ 224 | $ 435 | $ 361 |
Share-Based Compensation Expe43
Share-Based Compensation Expense - Summary of Equity Award Activity (Detail) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Shares Underlying Options, Outstanding at beginning balance | 13,616,137 |
Shares Underlying Options, Granted | 12,547,752 |
Shares Underlying Options, Expired/forfeited | (3,708,082) |
Shares Underlying Options, Outstanding at ending balance | 22,455,807 |
Weighted-Average Exercise Price, beginning balance | $ / shares | $ 1 |
Weighted-Average Exercise Price, Granted | $ / shares | 0.55 |
Weighted-Average Exercise Price, Expired/forfeited | $ / shares | 0.66 |
Weighted-Average Exercise Price, ending balance | $ / shares | $ 0.81 |
Share-Based Compensation Expe44
Share-Based Compensation Expense - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Unamortized compensation cost | $ 4.8 |
Total unrecognized estimated compensation cost expected to be recognized, weighted-average period | 3 years |
Net Loss Per Common Share - Wei
Net Loss Per Common Share - Weighted-average Number of Those Common Stock Equivalents Outstanding (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Options [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 22,453,351 | 13,824,355 | 21,128,025 | 11,129,739 |
Warrants [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 76,356,327 | 44,424,075 | 77,345,043 | 44,518,635 |
Supplemental Cash Flow Inform46
Supplemental Cash Flow Information - Supplemental Cash Flow Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Supplemental disclosures of non-cash investing and financing activities: | ||
Issuance of common stock for acquisitions | $ 3,270 | |
Assumptions of liabilities in acquisitions | 1,069 | |
Fair value of warrants issued in connection with debt facility | $ 393 | |
Unrealized (gain)/loss on investment securities | (34) | $ 4 |
Purchases of property and equipment in accounts payable | 31 | |
Purchase of equipment under capital lease | 35 | |
Debt facility costs in accounts payable and accrued liabilities | $ 33 |
Stockholder's Equity - Addition
Stockholder's Equity - Additional Information (Detail) - USD ($) | Aug. 11, 2015 | Aug. 31, 2015 | Nov. 30, 2014 | Feb. 28, 2014 | Apr. 30, 2011 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Dec. 31, 2014 |
Class of Warrant or Right [Line Items] | |||||||||
Common stock, shares issued | 30,941,102 | 24,859,107 | |||||||
Additional shares of common available for outstanding exercisable prefunded warrants | 13,081,428 | ||||||||
Warrants issued to purchase shares of common stock | 1,524,390 | 22,011,265 | 77,385,622 | 77,385,622 | |||||
Securities offered and sold combination | These securities were offered and sold to the underwriters and the public in units with each Series A unit consisting of one share of our common stock and one-half (0.5) of a warrant and each Series B unit consisting of one pre-funded warrant and one-half (0.5) of a warrant. | ||||||||
Gross proceeds of financing | $ 21,000,000 | $ 17,500,000 | |||||||
Proceeds from exercise of warrants | 16,500,000 | $ 0 | |||||||
Net proceeds from financing | $ 19,700,000 | $ 16,600,000 | |||||||
Exercise price of warrants per share | $ 0.41 | $ 0.75 | |||||||
Warrants exercisable period | Aug. 11, 2020 | Nov. 12, 2019 | |||||||
Weighted average sale price | $ 0.70 | ||||||||
Common stock, shares issued | 163,614,297 | 163,614,297 | 163,614,297 | ||||||
Purchase price per share pursuant to the exercise of a repurchase right under the merger agreement | $ 0.001 | ||||||||
First Milestone - FDA Acceptance [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Common stock shares to be issued upon achieving milestones | 3,839,400 | ||||||||
Second Milestone - FDA Approval [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Common stock shares to be issued upon achieving milestones | 8,638,650 | ||||||||
SynthRx [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Common stock, shares issued | 3,050,851 | ||||||||
Repurchase of common stock | 1,454,079 | ||||||||
Common stock shares to be issued upon achieving milestones | 12,478,050 | ||||||||
Maximum [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Amount available to sell under equity program | $ 30,000,000 | $ 30,000,000 | |||||||
Pre-funded Warrants [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Proceeds from exercise of warrants | $ 100,000 | ||||||||
Exercise price of warrants per share | $ 0.01 | ||||||||
Series A [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Common stock, shares issued | 30,941,102 | ||||||||
Number of common stock called by each warrant | 0.5 | ||||||||
Series A [Member] | Common Stock [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities in each unit issued | 1 | ||||||||
Series B [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Additional shares of common available for outstanding exercisable prefunded warrants | 13,081,428 | ||||||||
Number of common stock called by each warrant | 0.5 | ||||||||
Series B [Member] | Pre-funded Warrants [Member] | |||||||||
Class of Warrant or Right [Line Items] | |||||||||
Number of securities in each unit issued | 1 |
Stockholder's Equity - Outstand
Stockholder's Equity - Outstanding Warrants to Purchase Shares of Common Stock (Detail) - $ / shares | 9 Months Ended | ||
Sep. 30, 2015 | Aug. 11, 2015 | Nov. 30, 2014 | |
Class of Warrant or Right [Line Items] | |||
Shares Underlying Outstanding Warrants | 77,385,622 | 1,524,390 | 22,011,265 |
Exercise Price | $ 0.41 | $ 0.75 | |
Exercise Price One [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares Underlying Outstanding Warrants | 2,046,139 | ||
Exercise Price | $ 2.750 | ||
Expiration Date | 2016-01 | ||
Exercise Price Two [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares Underlying Outstanding Warrants | 10,625,000 | ||
Exercise Price | $ 1.100 | ||
Expiration Date | 2016-11 | ||
Exercise Price Three [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares Underlying Outstanding Warrants | 28,097,400 | ||
Exercise Price | $ 0.650 | ||
Expiration Date | 2018-06 | ||
Exercise Price Four [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares Underlying Outstanding Warrants | 13,081,428 | ||
Exercise Price | $ 0.010 | ||
Expiration Date | 2019-11 | ||
Exercise Price Five [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares Underlying Outstanding Warrants | 22,011,265 | ||
Exercise Price | $ 0.750 | ||
Expiration Date | 2019-11 | ||
Exercise Price Six [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares Underlying Outstanding Warrants | 1,524,390 | ||
Exercise Price | $ 0.410 | ||
Expiration Date | 2020-08 |