Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 07, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | HUMANIGEN, INC | |
Entity Central Index Key | 1,293,310 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 109,696,119 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 267 | $ 737 |
Prepaid expenses and other current assets | 665 | 813 |
Total current assets | 932 | 1,550 |
Property and equipment, net | 19 | |
Restricted cash | 71 | 101 |
Total assets | 1,003 | 1,670 |
Current liabilities: | ||
Accounts payable | 3,242 | 3,330 |
Accrued expenses | 3,020 | 3,307 |
Advance notes | 400 | |
Term loans payable | 18,018 | |
Notes payable to vendors | 1,410 | |
Total current liabilities | 8,072 | 24,655 |
Notes payable to vendors | 1,351 | |
Total liabilities | 8,072 | 26,006 |
Stockholders' deficit: | ||
Common stock, $0.001 par value: 225,000,000 and 85,000,000 shares authorized at June 30, 2018 and December 31, 2017, respectively; 109,696,119 and 14,946,712 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 110 | 15 |
Additional paid-in capital | 263,173 | 238,246 |
Accumulated deficit | (270,352) | (262,597) |
Total stockholders' deficit | (7,069) | (24,336) |
Total liabilities and stockholders' deficit | $ 1,003 | $ 1,670 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 225,000,000 | 85,000,000 |
Common stock, shares issued | 109,696,119 | 14,946,712 |
Common stock, shares outstanding | 109,696,119 | 14,946,712 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Operating expenses: | ||||
Research and development | $ 577 | $ 3,852 | $ 1,273 | $ 6,521 |
General and administrative | 2,032 | 1,545 | 5,989 | 3,994 |
Total operating expenses | 2,609 | 5,397 | 7,262 | 10,515 |
Loss from operations | (2,609) | (5,397) | (7,262) | (10,515) |
Other income (expense): | ||||
Interest expense | (32) | (685) | (426) | (976) |
Other income (expense), net | 2 | (9) | (1) | (24) |
Reorganization items, net | (29) | (63) | (66) | (187) |
Net loss | (2,668) | (6,154) | (7,755) | (11,702) |
Other comprehensive income | ||||
Comprehensive loss | $ (2,668) | $ (6,154) | $ (7,755) | $ (11,702) |
Basic and diluted net loss per common share | $ (0.02) | $ (0.41) | $ (0.1) | $ (0.78) |
Weighted average common shares outstanding used to calculate basic and diluted net loss per common share | 109,377,584 | 14,977,397 | 79,517,510 | 14,977,397 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Operating activities: | ||
Net loss | $ (7,755) | $ (11,702) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 19 | 27 |
Noncash interest expense | 422 | 971 |
Stock based compensation expense | 3,455 | 1,428 |
Change in fair value of warrants issued in connection with acquisition of licenses | (38) | |
Issuance of common stock in exchange for services | 51 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 149 | (33) |
Accounts payable | (88) | (434) |
Accrued Expenses | 16 | 1,733 |
Liabilities subject to compromise | (255) | |
Net cash used in operating activities | (3,731) | (8,303) |
Investing activities: | ||
Changes in restricted cash | 30 | |
Net cash provided by investing activities | 30 | |
Financing activities: | ||
Net proceeds from issuance of common stock | 2,781 | |
Net proceeds from term loan | 50 | 5,500 |
Net proceeds from issuance of advance notes | 400 | |
Net cash provided by financing activities | 3,231 | 5,500 |
Net decrease in cash and cash equivalents | (470) | (2,803) |
Cash and cash equivalents, beginning of period | 737 | 2,906 |
Cash and cash equivalents, end of period | 267 | 103 |
Supplemental cash flow disclosure: | ||
Cash paid for interest | 3 | 2 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Conversion of notes payable and related accrued interest and fees to common stock | 18,432 | |
Change in fair value of warrants issued in connection with acquisition of licenses | (38) | |
Issuance of stock options in lieu of cash compensation | 303 | |
Issuance of common stock in exchange for services | $ 51 |
Nature of Operations
Nature of Operations | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Operations Description of the Business Humanigen, Inc. (the “Company”) was incorporated on March 15, 2000 in California and reincorporated as a Delaware corporation in September 2001 under the name KaloBios Pharmaceuticals, Inc. The Company completed its initial public offering in January 2013. Effective August 7, 2017, the Company changed its legal name to Humanigen, Inc. As disclosed in the Company’s 2017 Form 10-K, since August 29, 2017 the Company has shifted its primary focus toward developing its proprietary monoclonal antibody portfolio, which comprises lenzilumab, ifabotuzumab and HGEN005, for use in addressing significant, serious and potentially life-threatening unmet needs in oncology and immunology. These product candidates are at various stages of development and will require substantial time, expenses, clinical development, testing, and regulatory approval from prior to commercialization, if they are approved at all. Furthermore, none of these product candidates has advanced into a pivotal registration study and it may be years before any such studies are initiated, if at all. Lenzilumab is a recombinant monoclonal antibody, or mAb, that neutralizes soluble granulocyte-macrophage colony-stimulating factor, or GM-CSF, a critical cytokine in the inflammatory cascade associated with serious and potentially life-threatening CAR-T-related side effects and in the growth of certain hematologic malignancies, solid tumors and other serious conditions. The Company expects to study lenzilumab’s potential to reduce the side effects associated with CAR-T therapy and potentially improve efficacy. Pre-clinical work has been completed to explore lenzilumab’s effectiveness in preventing or ameliorating neurotoxicity and cytokine release syndrome (“CRS”) associated with CAR-T therapy. Pre-clinical animal data shows that there may be an increase in CAR-T cell expansion when CAR-T is combined with lenzilumab, which potentially could translate into improved CAR-T efficacy. This is likely to be an area of further study. In addition, the Company has completed enrollment of patients in a Phase 1 clinical trial for chronic myelomonocytic leukemia (“CMML”), to identify the maximum tolerated dose, (“MTD”), or recommended Phase 2 dose (“RPTD”) of lenzilumab and to assess lenzilumab’s safety, pharmacokinetics, and clinical activity. Fifteen patients in the 200, 400 and 600 mg dose cohorts of the CMML trial have been enrolled, and the Company is evaluating subjects in the highest dose cohort of 600 mg for continuing accrual of up to 18 patients. The Company also plans to review preliminary safety and potential efficacy and may use interim data from the lenzilumab CMML Phase 1 study to determine the feasibility of commencing a Phase 1 study in juvenile myelomonocytic leukemia (“JMML”) patients, or to explore a Phase 2 CMML study. JMML is a rare pediatric cancer, is associated with poor outcomes and a very high unmet medical need, for which there are no United States Food and Drug Administration (“FDA”)-approved therapies. Ifabotuzumab is an anti-Eph Type-A receptor 3, or EphA3, mAb that has the potential to offer a novel approach to treating solid tumors and hematologic malignancies, serious pulmonary conditions and as a CAR construct. EphA3 is aberrantly expressed on the surface of tumor cells and stroma cells in certain cancers. The Company completed the Phase 1 dose escalation portion of a Phase 1/2 clinical trial for ifabotuzumab in multiple hematologic malignancies for which the preliminary results were published in the journal Leukemia Research HGEN005 is a pre-clinical stage anti-human epidermal growth factor-like module containing mucin-like hormone receptor 1, or EMR1, mAb. EMR1 is a therapeutic target for eosinophilic disorders. Eosinophils are a type of white blood cell. If too many are produced in the body, chronic inflammation and tissue and organ damage may result. Analysis of blood and bone marrow shows that surface expression of EMR1 is restricted to mature eosinophils and correlated with eosinophilia. Tissue eosinophils also express EMR1. In pre-clinical work, the Company has demonstrated that eosinophil killing is enhanced in the presence of HGEN005 and immune effector cells. A major limitation of current eosinophil targeted therapies is incomplete depletion of tissue eosinophils and/or lack of cell selectivity, which may mean that HGEN005 could offer promise in a range of eosinophil-driven diseases, such as eosinophilic asthma, eosinophilic esophagitis and eosinophilic granulomatosis with polyangiitis. The Company is in discussion with a leading center in the U.S. to develop a series of CAR constructs based on HGEN005 and may take these constructs, if developed, into pre-clinical testing for eosinophilic leukemia, an orphan condition with significant unmet need. The Company’s monoclonal antibody portfolio was developed with its proprietary, patent-protected Humaneered ® Liquidity and Going Concern The Company has incurred significant losses since its inception in March 2000 and had an accumulated deficit of $270.4 million as of June 30, 2018. At June 30, 2018, the Company had a working capital deficit of $7.1 million. On February 27, 2018, the Company issued 91,815,517 shares of common stock in exchange for the extinguishment of all term loans, related fees and accrued interest and received $1.5 million in cash proceeds. See Note 8 for a more detailed discussion of these restructuring transactions. On March 12, 2018 the Company issued 2,445,557 shares of common stock for proceeds of $1.1 million to accredited investors. On June 4, 2018, the Company issued 400,000 shares of common stock for proceeds of $0.2 million to an accredited investor. On June 29, 2018 the Company received aggregate proceeds of $0.4 million from advances made to the Company (the “Advance Notes”) by Dr. Cameron Durrant, the Company’s Chairman and Chief Executive Officer; Cheval Holdings, Ltd., an affiliate of Black Horse Capital, L.P., the Company’s controlling stockholder; and Ronald Barliant, a director of the Company. See Note 6 for further description of the Advance Notes. To date, none of the Company’s product candidates has been approved for sale and therefore the Company has not generated any revenue from product sales. Management expects operating losses to continue for the foreseeable future. The Company will require additional financing in order to meet its anticipated cash flow needs during the next twelve months. As a result, the Company will continue to require additional capital through equity offerings, debt financing and/or payments under new or existing licensing or collaboration agreements. If sufficient funds are not available on acceptable terms when needed, the Company could be required to significantly reduce its operating expenses and delay, reduce the scope of, or eliminate one or more of its development programs. The Company’s ability to access capital when needed is not assured and, if not achieved on a timely basis, could materially harm its business, financial condition and results of operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Condensed Consolidated Financial Statements for the six months ended June 30, 2018 were prepared on the basis of a going concern, which contemplates that the Company will be able to realize assets and discharge liabilities in the normal course of business. The ability of the Company to meet its total liabilities of $8.1 million at June 30, 2018 and to continue as a going concern is dependent upon the availability of future funding. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Basis of Presentation The accompanying interim unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and on a basis consistent with the annual consolidated financial statements and include all adjustments necessary for the presentation of the Company’s condensed consolidated financial position, results of operations and cash flows for the periods presented. The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. These financial statements have been prepared on a basis that assumes that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The December 31, 2017 Condensed Consolidated Balance Sheet was derived from the audited financial statements but does not include all disclosures required by U.S. GAAP. These interim financial results are not necessarily indicative of the results to be expected for the year ending December 31, 2018, or for any other future annual or interim period. The accompanying unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company’s 2017 Form 10-K. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures reported in the Condensed Consolidated Financial Statements and accompanying notes. Actual results could differ materially from those estimates. The Company believes judgment is involved in determining the valuation of the fair value-based measurement of stock-based compensation, accruals and warrant valuations. The Company evaluates its estimates and assumptions as facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from these estimates and assumptions, and those differences could be material to the Condensed Consolidated Financial Statements. |
Chapter 11 Filing
Chapter 11 Filing | 6 Months Ended |
Jun. 30, 2018 | |
Financial Statement Presentation While in Chapter 11 [Abstract] | |
Chapter 11 Filing | 2. Chapter 11 Filing On December 29, 2015, the Company filed a voluntary petition for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code. The filing was made in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) (Case No. 15-12628 (LSS) (the “Bankruptcy Case”). Plan of Reorganization On May 9, 2016, the Company filed with the Bankruptcy Court a Plan of Reorganization and related amended disclosure statement (the “Plan”) pursuant to Chapter 11 of the Bankruptcy Code. On June 16, 2016, the Bankruptcy Court entered an order confirming the Plan. The Plan became effective on June 30, 2016 (the “Effective Date”) and the Company emerged from its Chapter 11 bankruptcy proceedings. Bankruptcy Claims Administration The reconciliation of certain proofs of claim filed against the Company in the Bankruptcy Case, including certain General Unsecured Claims, Convenience Class Claims and Other Subordinated Claims, is substantially complete. As a result of its examination of the claims, the Company has asked the Bankruptcy Court to disallow, reduce, reclassify, subordinate or otherwise adjudicate certain claims the Company believes are subject to objection or otherwise improper. Under the terms of the Plan, the Company had until December 27, 2016 to file additional objections to disputed claims, subject to the Company’s right to seek an extension of this deadline from the Bankruptcy Court. The deadline has been extended by the Bankruptcy Court, most recently by Order dated July 13, 2018, under which the Bankruptcy Court extended the claims objection deadline through September 24, 2018. On July 11, 2018, the Company filed an objection to the remaining claims. By objection, the Company seeks to disallow in their entirety the remaining claims totaling approximately $0.5 million. The Bankruptcy Court has scheduled a hearing on the objection for August 10, 2018. The resolution of such claims could result in material adjustments to the Company’s financial statements. As of June 30, 2018, the Company has recorded $0.06 million related to these claims in Accounts payable and Notes payable to vendors, which represents management’s best estimate of claims to be allowed by the Bankruptcy Court. Although the Bankruptcy Case remains open, other than with respect to certain matters relating to the implementation of the Plan, the administration of certain claims, or over which the Bankruptcy Court may have otherwise retained jurisdiction, the Company is no longer operating under the direct supervision of the Bankruptcy Court. The Company anticipates that the Bankruptcy Case will be closed following the completion of the claims reconciliation process and will seek to close the Bankruptcy as soon as possible. Financial Reporting in Reorganization The Company applied Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 852, Reorganizations As of June 30, 2018, approximately $0.06 million of pre-petition liabilities remain in Accounts payable and Notes payable to vendors. For the six months ended June 30, 2017, the Company wrote off approximately $0.2 million in claims that had been reduced or for which a settlement had been reached at a lower amount than had been previously accrued. Remaining amounts will be paid based on terms of the Plan. For the three and six months ended June 30, 2018 and 2017, Reorganization items, net consisted of the following charges: Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Legal fees $ 23 $ 53 $ 53 $ 166 Professional fees 6 10 13 21 Total reorganization items, net $ 29 $ 63 $ 66 $ 187 Cash payments for reorganization items totaled $0.07 million and $0.09 million for the three and six months ended June 30, 2018, respectively. Cash payments for reorganization items totaled $0.3 million and $0.6 million for the three and six months ended June 30, 2017, respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies since those previously disclosed in the 2017 Annual Report. |
Potentially Dilutive Securities
Potentially Dilutive Securities | 6 Months Ended |
Jun. 30, 2018 | |
Potentially Dilutive Securities | |
Potentially Dilutive Securities | 4. Potentially Dilutive Securities The Company’s potentially dilutive securities, which include stock options, restricted stock units and warrants, have been excluded from the computation of diluted net loss per common share as the effect of including those securities would be to reduce the net loss per common share and be antidilutive. Therefore, the denominator used to calculate both basic and diluted net loss per common share is the same in each period presented. The following outstanding potentially dilutive securities have been excluded from the computations of diluted net loss per common share: As of June 30, 2018 2017 Options to purchase common stock 15,651,023 2,428,948 Warrants to purchase common stock 331,193 356,193 15,982,216 2,785,141 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 5. Fair Value of Financial Instruments Cash, accounts payable and accrued liabilities are carried at cost, which approximates fair value given their short-term nature. Marketable securities and cash equivalents are carried at fair value. The Company has money market funds of $71 and $101 at June 30, 2018 and December 31, 2017, respectively, that are reported as restricted cash on the balance sheet. The amortized cost of these funds equals their fair value as there were no unrealized gains or losses at June 30, 2018 or December 31, 2017. The fair value of financial instruments reflects the amounts that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The fair value hierarchy is based on three levels of inputs that may be used to measure fair value, of which the first two are considered observable, and the third is considered unobservable, as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Inputs other than those included in Level 1 that are directly or indirectly observable, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities 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. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company measures the fair value of financial assets and liabilities using the highest level of inputs that are reasonably available as of the measurement date. The following tables summarize the fair value of financial assets that are measured at fair value and the classification by level of input within the fair value hierarchy: Fair Value Measurements as of June 30, 2018 (in thousands) Level 1 Level 2 Level 3 Total Investments: Money market funds $ 71 $ — $ — $ 71 Total assets measured at fair value $ 71 $ — $ — $ 71 Fair Value Measurements as of December 31, 2017 (in thousands) Level 1 Level 2 Level 3 Total Investments: Money market funds $ 101 $ — $ — $ 101 Total assets measured at fair value $ 101 $ — $ — $ 101 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Notes Payable to Vendors On June 30, 2016, the Company issued promissory notes in an aggregate principal amount of approximately $1.2 million to certain claimants in accordance with the Plan. The notes are unsecured, bear interest at 10% per annum and are due and payable in full, including principal and accrued interest on June 30, 2019. As of June 30, 2018 and 2017, the Company has accrued $0.2 million and $0.1 million in interest related to these promissory notes, respectively. Term Loans Term Loans consisted of the following at December 31, 2017: As of December 31, 2017 Original Principal Amount Accrued Interest Loan Balance Fees Balance Due December 2016 Loan $ 3,315 $ 324 $ 3,639 $ 153 $ 3,792 March 2017 Loan 5,978 452 6,430 275 6,705 July 2017 Loan 5,435 249 5,684 250 5,934 Bridge Loan 1,500 6 1,506 - 1,506 Claims Advances Loan 80 1 81 - 81 Totals $ 16,308 $ 1,032 $ 17,340 $ 678 $ 18,018 On December 21, 2016, the Company entered into a Credit and Security Agreement, as amended on March 21, 2017 and on July 8, 2017 (as amended, the “Term Loan Credit Agreement”), with Black Horse Capital Master Fund (“BHCMF”) as administrative agent and lender, and lenders Black Horse Capital (“BHC”), Cheval Holdings, Ltd. (“Cheval” and collectively with BHCMF and BHC, the “Black Horse Entities”) and Nomis Bay LTD (“Nomis Bay”) (collectively the “Lenders”). The Term Loan Credit Agreement provided for the December 2016 Loan, the March 2017 Loan and the July 2017 Loan (the “Term Loans”). In accordance with the terms of the Term Loan Credit Agreement, the Company used the proceeds of the Term Loans for general working capital, the payment of certain fees and expenses owed to BHCMF and the Lenders and other costs incurred in the ordinary course of business. Dr. Dale Chappell, one of the Company’s former directors, is an affiliate of each of BHCMF, BHC and Cheval. The Term Loans bore interest at 9.00% and were subject to certain customary representations, warranties and covenants, as set forth in the Term Loan Credit Agreement. On December 1, 2017 the Term Loans matured and began bearing interest at the default rate of 14.00%. The Company’s obligations under the Term Loan Credit Agreement were secured by a first priority interest in all of the Company’s real and personal property, subject only to certain carve outs and permitted liens, as set forth in the agreement. On December 21, 2017, the Company entered into a Forbearance and Loan Modification Agreement, where among other things, it obtained a $1.5 million bridge loan (the "Bridge Loan") from Cheval and a credit facility with Nomis Bay (the “Claims Advances Loan”). Both loans bear interest at 14.00% and are treated as secured loans under the Term Loan Credit Agreement. On February 27, 2018 the Term Loans, the Bridge Loan and the Claims Advances Loan along with all related fees and accrued interest, were extinguished in connection with the Restructuring Transactions described in Note 8. Advance Notes On June 29, 2018 the Company received an aggregate of $0.4 million of proceeds from advances made to the Company (the “Advance Notes”) by Dr. Cameron Durrant, the Company’s Chairman and Chief Executive Officer; Cheval Holdings, Ltd., an affiliate of Black Horse Capital, L.P., the Company’s controlling stockholder; and Ronald Barliant, a director of the Company (collectively the “Lenders”). The Advance Notes will accrue interest at a rate of 7% per year, compounded annually. The intention of the parties is that the amounts due under the Advance Notes will be converted automatically into the same type and class of securities as may be sold by the Company in a future financing transaction with an aggregate sales price of at least $5 million (a “Qualifying Financing”). The Advance Notes generally are not convertible at the option of the lender into the Company’s common stock until June 21, 2019 (the “Expiration Date”); however, if prior to completing a Qualifying Financing, the Company experiences a change of control or makes a public announcement that it has entered into a collaboration arrangement with a strategic partner relating to clinical studies of lenzilumab in connection with certain CAR-T therapies in a transaction that would not otherwise constitute a Qualifying Financing, the lenders may elect to convert the amounts due under the Advance Notes into the Company’s common stock at a conversion price of $0.45 per share. Additionally, if neither a Qualifying Financing nor a change of control has occurred by the Expiration Date, then at any time from and after the Expiration Date the Lenders may, at their option, convert the Advance Notes, plus any accrued and unpaid interest, into a number of shares of the Company’s common stock at the lesser of (i) the volume weighted average sales price per share over the 20 most recent trading days prior to the conversion or (ii) $0.45 per share. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 7. Commitments and Contingencies Contractual Obligations and Commitments As of June 30, 2018, other than the Restructuring Transactions described in Note 6, there were no material changes to the Company’s contractual obligations from those set forth in the 2017 Annual Report. Guarantees and Indemnifications The Company has certain agreements with service providers with which it does business that contain indemnification provisions pursuant to which the Company typically agrees to indemnify the party against certain types of third-party claims. The Company accrues for known indemnification issues when a loss is probable and can be reasonably estimated. The Company would also accrue for estimated incurred but unidentified indemnification issues based on historical activity. As the Company has not incurred any indemnification losses to date, there were no accruals for or expenses related to indemnification issues for any period presented. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity This summarizes the activity in Stockholders’ Equity discussed below: Additional Total Common Stock Paid-In Accumulated Stockholders’ Shares Amount Capital Deficit Deficit Balances at December 31, 2017 14,946,712 $ 15 $ 238,246 $ (262,597 ) $ (24,336 ) Conversion of notes payable and related accrued interest and fees to common stock 76,007,754 76 18,356 - 18,432 Issuance of common stock 18,653,320 19 2,762 - 2,781 Issuance of stock options in lieu of cash compensation - - 303 - 303 Stock-based compensation expense - - 3,455 - 3,455 Issuance of common stock in exchange for services 88,333 - 51 - 51 Comprehensive loss - - - (7,755 ) (7,755 ) Balances at June 30, 2018 109,696,119 $ 110 $ 263,173 $ (270,352 ) $ (7,069 ) Restructuring Transactions On December 21, 2017, the Company entered into a Securities Purchase and Loan Satisfaction Agreement (the “Purchase Agreement”) and a Forbearance and Loan Modification Agreement (the “Forbearance Agreement” and, together with the Purchase Agreement, the “Agreements”), each with the Lenders. The Agreements provided for a series of transactions (the “Restructuring Transactions”) pursuant to which, at the closing of the Restructuring Transactions (the “Transaction Closing”), which occurred on February 27, 2018, the Company would: (i) in exchange for the satisfaction and extinguishment of the entire balance of the Term Loans, (a) issue to the Lenders an aggregate of 59,786,848 shares of Common Stock (the “New Lender Shares”), and (b) transfer and assign to Madison Joint Venture LLC (“Madison”), an affiliate of Nomis Bay, all of the assets of the Company related to benznidazole (the “Benz Assets”), the Company’s former drug candidate; and (ii) issue to Cheval an aggregate of 32,028,669 shares of Common Stock (the “New Black Horse Shares” and, collectively with the New Lender Shares, the “New Common Shares”) for total consideration of $3.0 million. Issuance of the New Lender Shares Under the Purchase Agreement, at the Transaction Closing, the Company issued to the Lenders the New Lender Shares, of which 29,893,424 shares of Common Stock were issued to the Black Horse Entities and 29,893,424 shares of Common Stock were issued to Nomis Bay. The issuance of the New Lender Shares to the Lenders and the assignment of the Benz Assets to Madison resulted in the satisfaction and extinguishment of the Company’s outstanding obligations under the Credit Agreement and the cancellation of the Term Loans, including the Bridge Loan and the Claims Advances Loan, described below and all security interests of the Lenders in the Company’s assets were released. The conversion of the Term Loans, Bridge Loan and Claims Advances Loan was accounted for as a decrease to Long-term debt and an increase to Common stock and Additional paid-in capital in the amount of the liabilities outstanding at the time of conversion. Transfer of the Benz Assets; Claims Advances Under the Purchase Agreement, at the Transaction Closing, the Company transferred and assigned the Benz Assets to Madison. The Company also agreed to retain, but provide Madison the benefits of, any Benz Assets which are not permitted to be assigned absent receipt of third-party consents. Madison (at the election of Nomis Bay, which controls Madison) has 180 days from the Transaction Closing to decide, in its sole discretion, whether to elect to keep the Benz Assets (a “Positive Election”). The Benz Assets will revert back to the Company in the event that Madison (at the election of Nomis Bay) elects not to make a Positive Election. In connection with the transfer of the Benz Assets to Madison, Nomis Bay paid certain amounts incurred by the Company and Madison after December 21, 2017 and prior to the Transaction Closing in investigating certain causes of action and claims related to or in connection with the Benz Assets (the “Claims Advances Loan”), including the right to pursue causes of action and claims related to potential misappropriation of the Company’s trade secrets by a competitor in connection with such competitor’s submissions to the U.S. Food and Drug Administration (the “Claims”). In addition, if Madison (at the election of Nomis Bay) makes a Positive Election: (i) Nomis Bay will assume certain legal fees and expenses owed by the Company to its litigation counsel, and (ii) the Company will be entitled to receive 30% of any amounts realized from the successful prosecution of the Claims or otherwise from the Benz Assets, after Nomis Bay is reimbursed for certain expenses in connection with funding the Claims Advances Loan and after giving effect to any payments that Madison may be required to make to any third parties. Nomis Bay will have full control, in its sole discretion, over the management of Madison, any development of or realization on the Benz Assets and the prosecution of the Claims. Since the Benz Assets had no carrying value on the Company’s Condensed Consolidated Balance Sheet, the initial investment in Madison was recorded at $0. Issuance of the New Black Horse Shares; Bridge Loan Under the Purchase Agreement, at the Transaction Closing, the Company issued to Cheval the New Black Horse Shares for total consideration of $3.0 million, including extinguishment of the Bridge Loan. The Company used the proceeds from the issuance of the New Black Horse Shares for working capital and other costs incurred in the ordinary course of business. At the Transaction Closing, the entire amount of the Bridge Loan was credited to Cheval’s $3.0 million payment obligation and was converted into New Black Horse Shares and all security interests of Cheval in the non-benznidazole assets was released. Equity Financings On March 12, 2018, the Company issued 2,445,557 shares of its common stock for total proceeds of $1.1 million to accredited investors. On June 4, 2018, the Company issued 400,000 shares of its common stock for total proceeds of $0.2 million to an accredited investor. Amendments to Articles of Incorporation Effective February 26, 2018, the Company amended its Amended and Restated Certificate of Incorporation, as amended (the “Charter”), to amend Article IV of the Charter to (i) increase the number of authorized shares of Common Stock from 85,000,000 to 225,000,000, and (ii) authorize the issuance of 25,000,000 shares of preferred stock of the Company, par value $0.001 (the “Preferred Stock”), with such powers, rights, terms and conditions as may be designated by the Company’s board of directors upon the issuance of shares of Preferred Stock at one or more times in the future (the “Charter Amendment”). The Charter Amendment was approved and adopted by the written consent of a majority of the stockholders of the Company in accordance with the applicable provisions of the Delaware General Corporation Law, the Charter, and the Company’s Second Amended and Restated Bylaws. Termination of Equity Financing Facility On August 24, 2017, the Company entered into a Common Stock Purchase Agreement, dated as of August 23, 2017 (the “ELOC Purchase Agreement”), with Aperture Healthcare Ventures Ltd. (“Aperture”) pursuant to which the Company may, subject to certain conditions and limitations set forth in the ELOC Purchase Agreement, require Aperture to purchase up to $15 million worth of newly issued shares (the “Put Shares”) of the Company’s common stock, over the 36-month term. The Company terminated the ELOC Purchase Agreement on March 12, 2018. No Put Shares were issued pursuant to the ELOC Purchase Agreement prior to such termination. 2012 Equity Incentive Plan Under the Company’s 2012 Equity Incentive Plan, the Company may grant shares, stock units, stock appreciation rights, performance cash awards and/or options to employees, directors, consultants, and other service providers. For options, the per share exercise price may not be less than the fair market value of a Company common share on the date of grant. Awards generally vest and become exercisable over three to four years and expire 10 years from the date of grant. Options generally become exercisable as they vest following the date of grant. On March 9, 2018, the Board of Directors of the Company approved an amendment to the Company’s 2012 Equity Incentive Plan (the “Equity Plan”) to increase the number of shares of the Company’s common stock authorized for issuance under the Equity Plan by 16,050,000 shares, and to increase the annual maximum aggregate number of shares subject to stock option awards that may be granted to any one person under the Equity Plan during a calendar year to 7,500,000. A summary of stock option activity for the six months ended June 30, 2018 under all of the Company’s options plans is as follows: Options Weighted Average Exercise Price Outstanding at December 31, 2017 2,448,383 $ 3.67 Granted 13,575,038 0.66 Cancelled (forfeited) (331,269 ) 3.21 Cancelled (expired) (41,129 ) 37.82 Outstanding at June 30, 2018 15,651,023 $ 0.98 The weighted average fair value of options granted during the six months ended June 30, 2018 was $0.51 per share. The Company valued the options granted using the Black-Scholes options pricing model and the following weighted-average assumption terms for the six months ended June 30, 2018: Six months ended June 30, 2018 Exercise price $0.45 - $0.67 Market value $0.45 - $0.67 Risk-free rate 2.74% - 2.80% Expected term 6 years Expected volatility 92.6% - 96.9% Dividend yield - Stock-Based Compensation The Company recorded stock-based compensation expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss as follows: Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 General and administrative $ 780 $ 276 $ 3,254 $ 1,199 Research and development - 66 201 229 Total stock-based compensation $ 780 $ 342 $ 3,455 $ 1,428 At June 30, 2018, the Company had $4.2 million of total unrecognized stock-based compensation expense, net of estimated forfeitures, related to outstanding stock options that will be recognized over a weighted-average period of 1.3 years. |
Savant Arrangements
Savant Arrangements | 6 Months Ended |
Jun. 30, 2018 | |
Savant Arrangements | |
Savant Arrangements | 9. Savant Arrangements On February 29, 2016, the Company entered into a binding letter of intent (the “LOI”) with Savant Neglected Diseases, LLC (“Savant”). The LOI provided that the Company would acquire certain worldwide rights relating to benznidazole (the “Compound”) from Savant. On the Effective Date, as authorized by the Plan and the Confirmation Order, the Company and Savant entered into an Agreement for the Manufacture, Development and Commercialization of Benznidazole for Human Use (the “MDC Agreement”), pursuant to which the Company acquired certain worldwide rights relating to the Compound. The MDC Agreement consummates the transactions contemplated by the LOI. In addition, on the Effective Date the Company and Savant also entered into a Security Agreement (the “Security Agreement”), pursuant to which the Company granted Savant a continuing senior security interest in the assets and rights acquired by the Company pursuant to the MDC Agreement and certain future assets developed from those acquired assets. On the Effective Date, the Company issued to Savant a five year warrant (the “Warrant”) to purchase 200,000 shares of the Company’s Common Stock, at an exercise price of $2.25 per share, subject to adjustment. The Warrant is exercisable for 25% of the shares immediately and exercisable for the remaining shares upon reaching certain regulatory related milestones. As of June 30, 2018 the number of shares for which the Warrant is currently exercisable totals 100,000 shares at an exercise price of $2.25 per share. The Company reevaluated the performance conditions and expected vesting of the Warrant as of June 30, 2017 and recorded a reduction in expense of approximately $0.01 and $0.04 million during the three and six months ended June 30, 2017, respectively, due to a decline in the fair value, which reduction is included in Research and development expense in the accompanying Condensed Consolidated Statement of Operations and Comprehensive Loss. As a result of the FDA granting accelerated and conditional approval of a benznidazole therapy manufactured by a competitor for the treatment of Chagas disease and awarding such competitor a neglected tropical disease PRV in August 2017, the Company re-evaluated the final two vesting milestones and concluded that the probability of achievement of these milestones had decreased to 0%. Before a compound receives regulatory approval, the Company records upfront and milestone payments made to third parties under licensing arrangements as expense. Upfront payments are recorded when incurred and milestone payments are recorded when the specific milestone has been achieved. On May 26, 2017, the Company submitted its benznidazole IND to FDA which became effective on June 26, 2017. The Company recorded expense of $1.0 million during the year ended December 31, 2017 as Research and development expense related to the milestone achievement associated with the IND being declared effective. On July 10, 2017 FDA notified the Company that it granted Orphan Drug Designation to benznidazole for the treatment of Chagas disease. The Company recorded expense of $1.0 million during the year ended December 31, 2017 as Research and development expense related to the milestone achievement associated with Orphan Drug Designation. In July 2017, the Company commenced litigation against Savant alleging that Savant breached the MDC Agreement and seeking a declaratory judgement. Savant has asserted counterclaims for breaches of contract under the MDC Agreement and the Security Agreement. The dispute primarily concerns the Company’s right under the MDC Agreement to offset certain costs incurred by the Company in excess of the agreed upon budget against payments due Savant. See Note 10, below, for more information regarding the Savant litigation. The aggregate cost overages as of June 30, 2017 that the Company asserts are Savant’s responsibility total approximately $3.4 million, net of a $0.5 million deductible. The Company asserts that it is entitled to offset $2.0 million in milestone payments due Savant against the cost overages, such that as of June 30, 2017, Savant owed the Company approximately $1.4 million. As of June 30, 2018, the cost overages totaled $4.1 million such that Savant owed the Company approximately $2.1 million in cost overages. Such cost overages have been charged to Research and development expense as incurred. Recovery of such cost overages, if any, will be recorded as a reduction of Research and development expense in the period received. The $2.0 million in milestone payments due Savant are included in Accrued expenses in the accompanying Condensed Consolidated Balance Sheet as of June 30, 2018 and December 31, 2017 |
Litigation
Litigation | 6 Months Ended |
Jun. 30, 2018 | |
Litigation Settlement [Abstract] | |
Litigation | 10. Litigation Bankruptcy Proceeding The Company filed for protection under Chapter 11 of Title 11 of the United States Bankruptcy Code on December 29, 2015. See Note 2 for additional information related to the bankruptcy. Savant Litigation On July 10, 2017, the Company filed a complaint against Savant Neglected Diseases, LLC (“Savant”) in the Superior Court for the State of Delaware, New Castle County (the “Delaware Court”). KaloBios Pharmaceuticals, Inc. v. Savant Neglected Diseases, LLC On July 12, 2017, Savant removed the case to the Bankruptcy Court, claiming that the action is related to or arises under the Bankruptcy Case from which we emerged in July 2016. On July 27, 2017, Savant filed an Answer and Counterclaims. Savant’s filing alleges breaches of contracts under the MDC Agreement and the Security Agreement, claiming that the Company breached its obligations to pay the milestone payments and other related representations and obligations. On August 1, 2017, the Company moved to remand the case back to the Delaware Court (the “Motion to Remand”). On August 2, 2017, Savant sent a foreclosure notice to the Company, demanding that it provide the Collateral as defined in the Security Agreement for inspection and possession on August 9, 2017, with a public sale to be held on September 1, 2017. The Company moved for a Temporary Restraining Order (the “TRO”) and Preliminary Injunction in the Bankruptcy Court on August 4, 2017. Savant responded on August 7, 2017. On August 7, 2017, the Bankruptcy Court granted the Company’s motion for a TRO, entering an order prohibiting Savant from collecting on or selling the Collateral, entering our premises, issuing any default notices to us, or attempting to exercise any other remedies under the MDC Agreement or the Security Agreement. The parties have stipulated to continue the provisions of the TRO in full force and effect until further order of the appropriate court. On January 22, 2018, Savant wrote to the Bankruptcy Court requesting dissolution of the TRO. On January 29, 2018, the Bankruptcy Court granted the Motion to Remand and denied Savant’s request to dissolve the TRO, ordering that any request to dissolve the TRO be made to the Delaware Court. On February 13, 2018 Savant made a letter request to the Delaware Superior Court to dissolve the TRO. Also on February 13, 2018, Humanigen filed its Answer and Affirmative defenses to Savant’s Counterclaims. On February 15, 2018 Humanigen filed a letter opposition to Savant’s request to dissolve the TRO and requesting a status conference. A hearing on Savant’s request to dissolve the TRO was held before the Delaware Superior Court on March 19, 2018. The Delaware Superior Court denied Savant’s request to dissolve the TRO and the TRO remains in effect. On April 11, 2018, Humanigen advised the Delaware Superior Court that it would meet and confer with Savant regarding a proposed case management order and date for trial. On April 26, 2018 the Delaware Superior Court so-ordered a proposed case management order submitted by the Company and Savant. There have been no further proceedings in this matter to date. |
Chapter 11 Filing (Tables)
Chapter 11 Filing (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Chapter 11 Filing Tables | |
Schedule of Reorganization Items, Net | For the three and six months ended June 30, 2018 and 2017, Reorganization items, net consisted of the following charges: Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 Legal fees $ 23 $ 53 $ 53 $ 166 Professional fees 6 10 13 21 Total reorganization items, net $ 29 $ 63 $ 66 $ 187 |
Potentially Dilutive Securiti17
Potentially Dilutive Securities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Potentially Dilutive Securities Tables | |
Potentially Dilutive Securities Excluded From Computation of Diluted Net Loss Per Common Share | The following outstanding potentially dilutive securities have been excluded from the computations of diluted net loss per common share: As of June 30, 2018 2017 Options to purchase common stock 15,651,023 2,428,948 Warrants to purchase common stock 331,193 356,193 15,982,216 2,785,141 |
Fair Value of Financial Instr18
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of financial assets and liabilities measured at fair value and classification by level of input | The following tables summarize the fair value of financial assets that are measured at fair value and the classification by level of input within the fair value hierarchy: Fair Value Measurements as of June 30, 2018 (in thousands) Level 1 Level 2 Level 3 Total Investments: Money market funds $ 71 $ — $ — $ 71 Total assets measured at fair value $ 71 $ — $ — $ 71 Fair Value Measurements as of December 31, 2017 (in thousands) Level 1 Level 2 Level 3 Total Investments: Money market funds $ 101 $ — $ — $ 101 Total assets measured at fair value $ 101 $ — $ — $ 101 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Schedule of term Loans consisted | Term Loans consisted of the following at December 31, 2017: As of December 31, 2017 Original Principal Amount Accrued Interest Loan Balance Fees Balance Due December 2016 Loan $ 3,315 $ 324 $ 3,639 $ 153 $ 3,792 March 2017 Loan 5,978 452 6,430 275 6,705 July 2017 Loan 5,435 249 5,684 250 5,934 Bridge Loan 1,500 6 1,506 - 1,506 Claims Advances Loan 80 1 81 - 81 Totals $ 16,308 $ 1,032 $ 17,340 $ 678 $ 18,018 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Summary of Stockholders' Equity | This summarizes the activity in Stockholders’ Equity discussed below: Additional Total Common Stock Paid-In Accumulated Stockholders’ Shares Amount Capital Deficit Deficit Balances at December 31, 2017 14,946,712 $ 15 $ 238,246 $ (262,597 ) $ (24,336 ) Conversion of notes payable and related accrued interest and fees to common stock 76,007,754 76 18,356 - 18,432 Issuance of common stock 18,653,320 19 2,762 - 2,781 Issuance of stock options in lieu of cash compensation - - 303 - 303 Stock-based compensation expense - - 3,455 - 3,455 Issuance of common stock in exchange for services 88,333 - 51 - 51 Comprehensive loss - - - (7,755 ) (7,755 ) Balances at June 30, 2018 109,696,119 $ 110 $ 263,173 $ (270,352 ) $ (7,069 ) |
Summary of stock option activity | A summary of stock option activity for the six months ended June 30, 2018 under all of the Company’s options plans is as follows: Options Weighted Average Exercise Price Outstanding at December 31, 2017 2,448,383 $ 3.67 Granted 13,575,038 0.66 Cancelled (forfeited) (331,269 ) 3.21 Cancelled (expired) (41,129 ) 37.82 Outstanding at June 30, 2018 15,651,023 $ 0.98 |
Schedule of fair value-based measurement of stock options granted under the entity's stock plans estimated using Black-Scholes model | The Company valued the options granted using the Black-Scholes options pricing model and the following weighted-average assumption terms for the six months ended June 30, 2018: Six months ended June 30, 2018 Exercise price $0.45 - $0.67 Market value $0.45 - $0.67 Risk-free rate 2.74% - 2.80% Expected term 6 years Expected volatility 92.6% - 96.9% Dividend yield - |
Schedule of total stock-based compensation expense recognized | The Company recorded stock-based compensation expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss as follows: Three months ended June 30, Six months ended June 30, 2018 2017 2018 2017 General and administrative $ 780 $ 276 $ 3,254 $ 1,199 Research and development - 66 201 229 Total stock-based compensation $ 780 $ 342 $ 3,455 $ 1,428 |
Nature of Operations (Details)
Nature of Operations (Details) $ in Thousands | Jun. 04, 2018USD ($)shares | Mar. 12, 2018USD ($)shares | Jun. 29, 2018USD ($) | May 27, 2018USD ($) | Jun. 30, 2018USD ($)itemshares | Jun. 30, 2017USD ($) | Feb. 27, 2018shares | Dec. 31, 2017USD ($)shares |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Accumulated deficit | $ 270,352 | $ 262,597 | ||||||
Number of product candidates approved for sale | item | 0 | |||||||
Total liabilities | $ 8,072 | $ 26,006 | ||||||
Working capital deficit | $ 47,100 | |||||||
Common share issued | shares | 400,000 | 2,445,557 | 109,696,119 | 91,815,517 | 14,946,712 | |||
Cash proceeds from issuance of common stock | $ 1,500 | |||||||
Proceeds from issuance of common stock | $ 200 | $ 1,100 | $ 1,100 | $ 2,781 | ||||
Proceeds from advance notes | $ 400 | $ 400 |
Chapter 11 Filing (Narrative) (
Chapter 11 Filing (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jul. 11, 2018 | Dec. 31, 2017 | |
Accounts payable | $ 3,242 | $ 3,242 | $ 3,330 | |||
Notes payable to vendors | $ 1,351 | |||||
Cash payment for reorganization items | 70 | $ 300 | 90 | $ 600 | ||
Financial Reporting in Reorganization [Member] | ||||||
Accounts payable | 60 | 60 | ||||
Notes payable to vendors | 60 | 60 | ||||
Write off claim reduce in settlement | $ 200 | $ 200 | ||||
Subject To Review By Bankruptcy Court [Member] | ||||||
Accounts payable | 60 | 60 | ||||
Notes payable to vendors | $ 60 | $ 60 | ||||
Subject To Review By Bankruptcy Court [Member] | Subsequent Event [Member] | ||||||
Disallowed bankruptcy claims, amount | $ 500 |
Chapter 11 Filing (Reorganizati
Chapter 11 Filing (Reorganization Items, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Chapter 11 Filing Reorganization Items Net Details | ||||
Legal fees | $ 23 | $ 53 | $ 53 | $ 166 |
Professional fees | 6 | 10 | 13 | 21 |
Total reorganization items, net | $ (29) | $ (63) | $ (66) | $ (187) |
Potentially Dilutive Securiti24
Potentially Dilutive Securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted net loss per common share | 15,982,216 | 2,785,141 |
Options to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted net loss per common share | 15,651,023 | 2,428,948 |
Warrants to purchase common stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computations of diluted net loss per common share | 331,193 | 356,193 |
Fair Value of Financial Instr25
Fair Value of Financial Instruments (Fair Value of Financial Assets) (Details) - Fair Value Measurements Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets measured at fair value | $ 71 | $ 101 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets measured at fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets measured at fair value | ||
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets measured at fair value | 71 | 101 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets measured at fair value | ||
Money Market Funds [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets measured at fair value | ||
Estimate Of Fair Value Fair Value Disclosure [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets measured at fair value | 71 | 101 |
Estimate Of Fair Value Fair Value Disclosure [Member] | Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total assets measured at fair value | $ 71 | $ 101 |
Debt (Details)
Debt (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 29, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 21, 2016 | Dec. 21, 2017 | Dec. 01, 2017 | Jun. 30, 2016 | |
Debt Instrument [Line Items] | ||||||||||
Notes payable to vendors | $ 1,351 | |||||||||
Accrued interest | $ 1,032 | |||||||||
Interest Expense | $ 32 | $ 685 | 426 | $ 976 | ||||||
Debt instrument amount | $ 5,000 | |||||||||
Proceeds from advance notes | $ 400 | 400 | ||||||||
Percentage of accrued interest | 7.00% | |||||||||
Common stock conversion price | $ 0.45 | |||||||||
Credit Agreement Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 14.00% | |||||||||
Credit Agreement [Member] | Bridge Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 14.00% | |||||||||
Debt instrument amount | $ 1,500 | |||||||||
December 2016 Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Term loan interest rate | 9.00% | |||||||||
Notes Payable To Vendors [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 10.00% | |||||||||
Notes payable to vendors | $ 1,200 | |||||||||
Accrued interest | 200 | 200 | ||||||||
Interest Expense | $ 100 | $ 100 |
Debt (Term Loans consisted) (De
Debt (Term Loans consisted) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Original Pricipal Amount | $ 16,308 | |
Accrued Interest | 1,032 | |
Loan Balance | 17,340 | |
Fees | 678 | |
Balance Due | 18,018 | |
December 2016 Loan [Member] | ||
Original Pricipal Amount | 3,315 | |
Accrued Interest | 324 | |
Loan Balance | 3,639 | |
Fees | 153 | |
Balance Due | 3,792 | |
March 2017 Loan [Member] | ||
Original Pricipal Amount | 5,978 | |
Accrued Interest | 452 | |
Loan Balance | 6,430 | |
Fees | 275 | |
Balance Due | 6,705 | |
July 2017 Loan [Member] | ||
Original Pricipal Amount | 5,435 | |
Accrued Interest | 249 | |
Loan Balance | 5,684 | |
Fees | 250 | |
Balance Due | 5,934 | |
Bridge Loan [Member] | ||
Original Pricipal Amount | 1,500 | |
Accrued Interest | 6 | |
Loan Balance | 1,506 | |
Fees | ||
Balance Due | 1,506 | |
Claims Advances Loan [Member] | ||
Original Pricipal Amount | 80 | |
Accrued Interest | 1 | |
Loan Balance | 81 | |
Fees | ||
Balance Due | $ 81 |
Stockholders' Equity (Equity In
Stockholders' Equity (Equity Incentive Plan) (Details) - USD ($) | Jun. 04, 2018 | Mar. 12, 2018 | Mar. 09, 2018 | May 27, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 21, 2017 | Feb. 27, 2018 | Feb. 26, 2018 | Dec. 31, 2017 | Aug. 24, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common share issued | 400,000 | 2,445,557 | 109,696,119 | 91,815,517 | 14,946,712 | ||||||
Total proceeds | $ 200,000 | $ 1,100,000 | $ 1,100,000 | $ 2,781,000 | |||||||
Authorized shares of Common Stock | 225,000,000 | 85,000,000 | |||||||||
Authorize shares of preferred stock | 25,000,000 | ||||||||||
Preferred Stock Par value | $ 0.001 | ||||||||||
Equity Incentive Plan Twenty Twelve [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period expiration | 10 years | ||||||||||
Additional shares authorized | 7,500,000 | ||||||||||
Authorized shares of Common Stock | 16,050,000 | ||||||||||
Maximum [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Authorized shares of Common Stock | 225,000,000 | ||||||||||
Maximum [Member] | Equity Incentive Plan Twenty Twelve [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
Minimum [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Authorized shares of Common Stock | 85,000,000 | ||||||||||
Minimum [Member] | Equity Incentive Plan Twenty Twelve [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 3 years | ||||||||||
New Lender Shares [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock issued | 59,786,848 | ||||||||||
New Black Horse Shares [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock issued | 32,028,669 | ||||||||||
Total consideration | $ 3,000,000 | ||||||||||
Nomis Bay [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock issued | 29,893,424 | ||||||||||
Total consideration | $ 3,000,000 | ||||||||||
Initial investment | $ 0 | ||||||||||
Black Horse [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock issued | 29,893,424 | ||||||||||
Cheval's [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Loan amount credited | $ 3,000,000 | ||||||||||
Aperture [Member] | Maximum [Member] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Value of shares authorized | $ 15,000,000 |
Stockholders' Equity (Summary o
Stockholders' Equity (Summary of Stockholders' Equity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Common Stock [Member] | ||||
Balances | $ 15 | |||
Balances (in shares) | 14,946,712 | |||
Conversion of notes payable and related accrued interest and fees to common stock | $ 76 | |||
Conversion of notes payable and related accrued interest and fees to common stock (in shares) | 76,007,754 | |||
Issuance of common stock | $ 19 | |||
Issuance of common stock, shares | 18,653,320 | |||
Issuance of stock options in lieu of cash compensation | ||||
Stock-based compensation expense | ||||
Issuance of common stock in exchange for services | ||||
Issuance of common stock in exchange for services, shares | 88,333 | |||
Comprehensive loss | ||||
Balances | $ 110 | $ 110 | ||
Balances (in shares) | 109,696,119 | 109,696,119 | ||
Additional Paid-In Capital [Member] | ||||
Balances | $ 238,246 | |||
Conversion of notes payable and related accrued interest and fees to common stock | 18,356 | |||
Issuance of common stock | 2,762 | |||
Issuance of stock options in lieu of cash compensation | 303 | |||
Stock-based compensation expense | 3,455 | |||
Issuance of common stock in exchange for services | 51 | |||
Comprehensive loss | ||||
Balances | $ 263,173 | 263,173 | ||
Accumulated Deficit [Member] | ||||
Balances | (262,597) | |||
Conversion of notes payable and related accrued interest and fees to common stock | ||||
Issuance of common stock | ||||
Issuance of stock options in lieu of cash compensation | ||||
Stock-based compensation expense | ||||
Issuance of common stock in exchange for services | ||||
Comprehensive loss | (7,755) | |||
Balances | (270,352) | (270,352) | ||
Balances | (24,336) | |||
Conversion of notes payable and related accrued interest and fees to common stock | 18,432 | |||
Issuance of common stock | 2,781 | |||
Issuance of stock options in lieu of cash compensation | 303 | |||
Stock-based compensation expense | 3,455 | |||
Issuance of common stock in exchange for services | 51 | |||
Comprehensive loss | (2,668) | $ (6,154) | (7,755) | $ (11,702) |
Balances | $ (7,069) | $ (7,069) |
Stockholders' Equity (Stock Opt
Stockholders' Equity (Stock Option Activity) (Details) | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Options | |
Balance at the beginning of the period (in shares) | shares | 2,448,383 |
Options granted (in shares) | shares | 13,575,038 |
Options Cancelled (forfeited) (in shares) | shares | (331,269) |
Options Cancelled (expired) (in shares) | shares | (41,129) |
Balance at the end of the period (in shares) | shares | 15,651,023 |
Weighted Average Exercise Price (Per Share) | |
Balance at the beginning of the period (in dollars per share) | $ / shares | $ 3.67 |
Options granted (in dollars per share) | $ / shares | 0.66 |
Options Cancelled (forfeited) (in dollars per share) | $ / shares | 3.21 |
Options Cancelled (expired) (in dollars per share) | $ / shares | 37.82 |
Balance at the ending of the period (in dollars per share) | $ / shares | $ 0.98 |
Stockholders' Equity (Weighted-
Stockholders' Equity (Weighted-average assumption) (Details) | 6 Months Ended |
Jun. 30, 2018$ / shares | |
Expected term | 6 years |
Dividend yield | |
Minimum [Member] | |
Exercise price | $ 0.45 |
Market value | $ 0.45 |
Risk-free rate | 2.74% |
Expected volatility | 92.60% |
Maximum [Member] | |
Exercise price | $ 0.067 |
Market value | $ 0.067 |
Risk-free rate | 2.80% |
Expected volatility | 96.90% |
Stockholders' Equity (Stock-Bas
Stockholders' Equity (Stock-Based Compensation Expense Recognized) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 780 | $ 342 | $ 3,455 | $ 1,428 |
Unrecognized compensation expense | 4,200 | $ 4,200 | ||
Weighted average period for recognition | 1 year 3 months 18 days | |||
Weighted average fair value of options granted | $ 0.51 | |||
General And Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 780 | 276 | $ 3,254 | 1,199 |
Research And Development Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 66 | $ 201 | $ 229 |
Savant Arrangements (Details)
Savant Arrangements (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 10, 2017 | Feb. 29, 2016 | May 26, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Warrant expense included in research and development expenses | $ 10 | $ 40 | ||||||
Research and development | $ 1,000 | $ 1,000 | 577 | $ 3,852 | 1,273 | $ 6,521 | ||
Aggregate cost overages | 3,400 | 3,400 | ||||||
Net of duductible | 500 | 500 | ||||||
Due to Savant | $ 2,000 | 2,000 | $ 2,000 | 2,000 | $ 2,000 | |||
Savant Neglected Diseases, LLC [Member] | ||||||||
Number of shares called by warrant | 200,000 | 100,000 | 100,000 | |||||
Exercise price of warrant | $ 2.25 | $ 2.25 | $ 2.25 | |||||
Exercise period of warrant | 5 years | 5 years | ||||||
Aggregate cost overages | $ 2,100 | $ 2,100 | ||||||
Due to Savant | $ 4,100 | $ 4,100 | ||||||
Due from Savant | $ 1,400 | $ 1,400 | ||||||
Savant Neglected Diseases, LLC [Member] | Exercisable Immediately [Member] | ||||||||
Percentage of warrants exercisable | 25.00% |
Litigation (Details)
Litigation (Details) - Savant Neglected Diseases, LLC [Member] $ in Thousands | 1 Months Ended |
Jun. 30, 2017USD ($) | |
Aggregate cost | $ 3,400 |
Deductible | 500 |
Offset payment due | 2,000 |
Amount owed | $ 1,400 |