Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 28, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Anthera Pharmaceuticals Inc | ||
Entity Central Index Key | 1,316,175 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 23,520,714 | ||
Entity Public Float | $ 17,100 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 2,196 | $ 20,843 |
Prepaid expenses and other current assets | 995 | 1,865 |
Total current assets | 3,191 | 22,708 |
Property and equipment - net | 482 | 763 |
TOTAL | 3,673 | 23,471 |
Current liabilities: | ||
Accounts payable | 1,832 | 4,782 |
Accrued clinical expenses | 1,785 | 3,884 |
Accrued payroll | 1,066 | 1,845 |
Other accrued liabilities | 28 | 113 |
Total current liabilities | 4,711 | 10,624 |
Warrant liability | 4,457 | |
Total liabilities | 9,168 | 10,624 |
Commitments and Contingencies (Note 8) | ||
Stockholders' equity (deficit): | ||
Common stock, $0.001 par value, 100,000,000 shares authorized; 13,854,491 shares and 5,745,536 shares issued and outstanding as of December 31, 2017 and 2016, respectively | 14 | 6 |
Additional paid-in capital | 428,586 | 411,404 |
Accumulated deficit | (434,428) | (407,554) |
Total stockholders' equity (deficit) | (5,495) | 12,470 |
TOTAL | 3,673 | 23,471 |
Contingently Redeemable Convertible Preferred Stock [Member] | ||
Stockholders' equity (deficit): | ||
Preferred Stock | 377 | |
Series X Convertible Preferred Stock [Member] | ||
Stockholders' equity (deficit): | ||
Preferred Stock | $ 333 | $ 8,614 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 13,854,491 | 5,745,536 |
Common stock, shares outstanding | 13,854,491 | 5,745,536 |
Contingently Redeemable Convertible Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 17,000 | |
Preferred stock, shares issued | 0 | 487 |
Preferred stock, shares outstanding | 0 | 487 |
Series X Convertible Preferred Stock [Member] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 430 | 9,012 |
Preferred stock, shares outstanding | 430 | 9,012 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
REVENUES: | ||||
License revenue | $ 139 | $ 2,562 | ||
Collaborative revenue | 6 | 623 | ||
Total revenues | 145 | 3,185 | ||
OPERATING EXPENSES: | ||||
Research and development | 28,594 | 46,512 | 33,498 | |
General and administrative | 7,938 | 11,071 | 7,568 | |
Research award | (100) | (261) | (2,638) | |
Total operating expenses | 36,432 | 57,322 | 38,428 | |
LOSS FROM OPERATIONS | (36,432) | (57,177) | (35,243) | |
OTHER INCOME (EXPENSE): | ||||
Other income (expense) | (85) | (90) | 23 | |
Fair value of warrant liability in excess of proceeds from financing | (600) | |||
Change in fair value of warrant liability | 10,243 | 1,744 | ||
Total other income (expense) | 9,558 | 1,654 | 23 | |
NET LOSS | (26,874) | (55,523) | (35,220) | |
Deemed dividends attributable to preferred stock | (2,503) | (10,914) | ||
Net loss applicable to common stockholders | $ (29,377) | $ (66,437) | $ (35,220) | |
Net loss per share applicable to common stockholders-basic and diluted | [1] | $ (2.86) | $ (12.87) | $ (7.91) |
Weighted-average number of shares used in per share calculation-basic and diluted | [1] | 10,278,391 | 5,163,784 | 4,453,905 |
[1] | All per share amounts and shares of the Company's common stock issued and outstanding for all periods have been retroactively adjusted to reflect the one-for-eight reverse stock split which became effective April 28, 2017. |
CONSOLIDATED STATEMENTS OF SERI
CONSOLIDATED STATEMENTS OF SERIES X CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Contingently Redeemable Convertible Preferred Stock [Member] | Series X Convertible Preferred Stock | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total | ||
BALANCE at Dec. 31, 2014 | $ 3 | [1] | $ 314,547 | $ (316,811) | $ (2,261) | |||
BALANCE, shares at Dec. 31, 2014 | 2,875,652 | [1] | ||||||
Issuance of common stock upon release of restricted stock units | [1] | 3 | 3 | |||||
Issuance of common stock upon release of restricted stock units, shares | 64 | [1] | ||||||
Issuance of common stock pursuant to exercise of employee stock purchase plan | [1] | 410 | 410 | |||||
Issuance of common stock pursuant to exercise of employee stock purchase plan, shares | 17,583 | [1] | ||||||
Issuance of common stock pursuant to an equity purchase agreement, net of issuance cost | [1] | 75 | 75 | |||||
Issuance of common stock pursuant to an equity purchase agreement, net of issuance cost, shares | 7,417 | [1] | ||||||
Issuance of common stock pursuant to an at-the-market equity program, net of issuance cost | $ 1 | [1] | 12,057 | 12,058 | ||||
Issuance of common stock pursuant to an at-the-market equity program, net of issuance cost, shares | 401,066 | [1] | ||||||
Issuance of common stock for cash at average $5.62 per share, net of issuance cost | $ 1 | [1] | 53,755 | 53,756 | ||||
Issuance of common stock for cash at average $5.62 per share, net of issuance cost, share | 1,277,778 | [1] | ||||||
Issuance of common stock to collaborative partner for cash | $ 3 | [1] | 6,300 | 6,300 | ||||
Issuance of common stock to collaborative partner for cash, shares | 368,351 | [1] | ||||||
Issuance of common stock to settle a license fee obligation | [1] | 1,000 | 1,000 | |||||
Issuance of common stock to settle a license fee obligation, shares | 52,594 | [1] | ||||||
Share-based compensation related to equity awards | [1] | 3,536 | 3,536 | |||||
Net loss | [1] | (35,220) | (35,220) | |||||
BALANCE at Dec. 31, 2015 | $ 5 | [1] | 391,648 | (352,031) | 39,657 | |||
BALANCE, shares at Dec. 31, 2015 | 5,000,505 | [1] | ||||||
Issuance of common stock pursuant to exercise of employee stock purchase plan | [1] | 304 | ||||||
Issuance of common stock pursuant to exercise of employee stock purchase plan, shares | 16,909 | [1] | ||||||
Issuance of common stock pursuant to an equity purchase agreement, net of issuance cost | [1] | 1,579 | ||||||
Issuance of common stock pursuant to an equity purchase agreement, net of issuance cost, shares | 64,354 | [1] | ||||||
Issuance of common stock pursuant to an at-the-market equity program, net of issuance cost | [1] | 4,850 | ||||||
Issuance of common stock pursuant to an at-the-market equity program, net of issuance cost, shares | 187,623 | [1] | ||||||
Issuance of Series X convertible preferred stock | $ 16,844 | [1] | ||||||
Issuance of Series X convertible preferred stock, shares | [1] | |||||||
Investors' right to acquire future shares of Series X-1 convertible preferred stock | (3,583) | $ 3,583 | [1] | |||||
Reclassification of Series X convertible preferred stock from temporary to permanent equity | $ (9,206) | $ 9,206 | [1] | |||||
Reclassification of Series X convertible preferred stock from temporary to permanent equity, shares | 16,513 | 16,513 | [1] | |||||
Conversion of Series X convertible preferred stock into common stock | $ (5,456) | $ 4 | [1] | 5,452 | ||||
Conversion of Series X convertible preferred stock into common stock, shares | (7,501) | 3,809,160 | [1] | |||||
Beneficial conversion feature on Series X convertible preferred stock | $ (8,831) | $ (802) | [1] | 9,633 | ||||
Deemed dividend attributable to beneficial Series X convertible preferred stock | 8,831 | 2,083 | [1] | (10,914) | 10,900 | |||
Issuance and reclassification of warrants related to Series X convertible preferred stock | (3,678) | [1] | 1,934 | (1,934) | ||||
Share-based compensation related to equity awards | [1] | 6,880 | ||||||
Net loss | [1] | (55,523) | (55,523) | |||||
BALANCE at Dec. 31, 2016 | $ 377 | $ 8,614 | $ 6 | [1] | 411,404 | (407,554) | 12,470 | |
BALANCE, shares at Dec. 31, 2016 | 487 | 9,012 | 57,455,365 | [1] | ||||
Issuance of common stock pursuant to exercise of employee stock purchase plan | [1] | 304 | 304 | |||||
Issuance of common stock pursuant to exercise of employee stock purchase plan, shares | 16,909 | [1] | ||||||
Issuance of common stock pursuant to an equity purchase agreement, net of issuance cost | $ 1 | [1] | 1,693 | 1,694 | ||||
Issuance of common stock pursuant to an equity purchase agreement, net of issuance cost, shares | 1,336,320 | [1] | ||||||
Issuance of common stock pursuant to exercise of warrants | [1] | 190 | 190 | |||||
Issuance of common stock pursuant to exercise of warrants, shares | [1] | 100,834 | ||||||
Issuance of common stock and warrants for cash at $4.00 per share, net of warrant liability of $14,700 | [1] | |||||||
Issuance of common stock and warrants for cash at $4.00 per share, net of warrant liability of $14,700, shares | 3,750,000 | [1] | ||||||
Issuance of common stock and warrants for cash at $1.25 per share, net of issuance cost of $694 | $ 2 | [1] | 626 | 628 | ||||
Issuance of common stock and warrants for cash at $1.25 per share, net of issuance cost of $694, shares | 2,306,737 | [1] | ||||||
Issuance of warrants in connection with a private placement of common stock | [1] | 1,561 | 1,561 | |||||
Issuance of warrants in connection with a private placement of common stock, shares | [1] | |||||||
Reclassification of Series X convertible preferred stock from temporary to permanent equity | $ (377) | $ 377 | [1] | 377 | ||||
Reclassification of Series X convertible preferred stock from temporary to permanent equity, shares | 16,570 | 487 | [1] | |||||
Conversion of Series X convertible preferred stock into common stock | $ (11,161) | $ 5 | [1] | 11,156 | ||||
Conversion of Series X convertible preferred stock into common stock, shares | (9,069) | 575,678 | [1] | |||||
Deemed dividend attributable to beneficial Series X convertible preferred stock | $ 2,503 | [1] | (2,503) | |||||
Issuance and reclassification of warrants related to Series X convertible preferred stock | (8) | |||||||
Share-based compensation related to equity awards | [1] | 4,379 | 4,379 | |||||
Net loss | [1] | (26,874) | (26,874) | |||||
BALANCE at Dec. 31, 2017 | $ 333 | $ 14 | [1] | $ 428,586 | $ (434,428) | $ (5,495) | ||
BALANCE, shares at Dec. 31, 2017 | 430 | 13,854,491 | [1] | |||||
[1] | All per share amounts and shares of the Company's common stock issued and outstanding for all periods have been retroactively adjusted to reflect the one-for-eight reverse stock split which became effective April 28, 2017. |
CONSOLIDATED STATEMENTS OF SER6
CONSOLIDATED STATEMENTS OF SERIES X CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Issuance of common stock and warrants [Member] | |||
Warrant liability | $ 14,700 | ||
Issued For Cash [Member] | |||
Issuance costs | $ 3,744 | ||
Price per share | $ 4 | $ 5.62 | |
Equity Purchase Agreement [Member] | |||
Issuance costs | $ 316 | $ 87 | $ 60 |
At-The-Market Equity Program [Member] | |||
Issuance costs | 277 | $ 379 | |
Issuance of Preferred Stock [Member] | |||
Issuance costs | $ 156 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net loss | $ (26,874) | $ (55,523) | $ (35,220) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 281 | 266 | 285 |
Stock-based compensation expense | 4,379 | 6,739 | 3,541 |
Change in fair value of warrant liability | (10,243) | (1,744) | |
Fair value of warrant liability in excess of proceeds from financing | 600 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | 326 | (326) | |
Prepaid expenses and other current assets | 870 | (1,280) | (202) |
Accounts payable | (2,950) | (477) | 3,027 |
Accrued clinical expenses | (2,099) | 2,507 | 138 |
Accrued payroll | (779) | 390 | 527 |
Other accrued liabilities | (85) | 15 | (113) |
Deferred revenue | (138) | (2,564) | |
Net cash used in operating activities | (36,900) | (48,919) | (30,907) |
Cash flows from investing activities: | |||
Property and equipment purchases | (766) | (80) | |
Net cash used in investing activities | (766) | (80) | |
Cash flows from financing activities: | |||
Net proceeds from issuance of preferred stock, warrants and options | 16,844 | ||
Net proceeds from issuance of common stock pursuant to an equity purchase agreement | 1,694 | 1,579 | 75 |
Net proceeds from issuance of common stock pursuant to an at-market issuance sales agreement | 4,850 | 12,058 | |
Net proceeds from issuance of common stock and warrants pursuant to equity offerings | 16,289 | ||
Net proceeds from issuance of common stock pursuant to equity offerings | 53,756 | ||
Net proceeds from issuance of common stock to collaborative partner | 9,000 | ||
Net proceeds from issuance of common stock pursuant to exercise of warrants | 190 | ||
Net proceeds from issuance of common stock pursuant to exercise of stock options and employee stock purchase plan | 80 | 304 | 410 |
Net cash provided by financing activities | 18,253 | 23,577 | 75,299 |
Net increase (decrease) in cash and cash equivalents | (18,647) | (26,108) | 44,312 |
Cash and cash equivalents, beginning of period | 20,843 | 46,951 | 2,639 |
Cash and cash equivalents, end of period | 2,196 | 20,843 | 46,951 |
SUPPLEMENTAL CASH FLOW INFORMATION | |||
Issuance of common stock as a commitment fee pursuant to an equity purchase agreement | 316 | 87 | 60 |
Issuance of common stock to settle a license fee obligation | 1,000 | ||
Fair value of warrants issued in connection with registered direct offering | $ 14,700 | $ 3,678 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Organization Anthera Pharmaceuticals, Inc. (“the Company”) is a biopharmaceutical company focused on advancing the development and commercialization of innovative medicines that benefit patients with unmet medical needs. The Company currently has two compounds in development, Sollpura and blisibimod. The Company licensed Sollpura from Eli Lilly & Co (“Eli Lilly”) in July 2014. Sollpura is a novel non-porcine investigational Pancreatic Enzyme Replacement Therapy (“PERT”) intended for the treatment of patients with Exocrine Pancreatic Insufficiency (“EPI”), often seen in patients with cystic fibrosis and other conditions. The Company licensed blisibimod from Amgen, Inc. (“Amgen”) in December 2007. Blisibimod targets B-cell activating factor or (“BAFF”) which has been shown to be elevated in a variety of B-cell mediated autoimmune diseases, including Immunoglobulin A nephropathy, or IgA nephropathy. Liquidity and Need for Additional Capital The Company’s planned principal operations are acquiring product and technology rights, raising capital and performing research and development activities. The Company is currently conducting research and development activities to treat EPI and IgA Nephropathy. The Company’s activities are subject to significant risks and uncertainties. Successful completion of the Company’s development programs and, ultimately, the attainment of profitable operations are dependent on future events, including, among other things, its ability to access potential markets; secure financing; develop a customer base; attract, retain and motivate qualified personnel; and develop strategic alliances. Since inception in 2004, the Company has funded its operations through equity offerings, private placements of convertible debt, debt financing, equity investment and cost reimbursement from a former collaborative partner, and a research award from Cystic Fibrosis Foundation Therapeutics Incorporated ("CFFT"). On April 21, 2016, the Company entered into an At Market Issuance Sales Agreement with H.C. Wainwright & Co., LLC (“H.C. Wainwright ATM Agreement”) to create an at-the-market equity program under which the Company from time to time may offer and sell shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $25 million through H.C Wainwright, as agent., In June 2017, in connection with the execution of an equity purchase agreement (“the 2017 Equity Purchase Agreement “) (as defined below) with Lincoln Park Capital, LLC. (“LPC”), the Company filed a prospectus supplement suspending all offerings pursuant to the H.C. Wainwright ATM Agreement. On June 19, 2017, the Company entered into the 2017 Equity Purchase Agreement LPC, pursuant to which the Company has the right, at its discretion, to sell up to an aggregate of $10.0 million in shares of the Company’s common stock and issue up to 181,708 shares of the Company’s common stock as a commitment fee to LPC. As of February 28, 2018, the Company has sold an aggregate of 1,870,411 shares of common stock for net proceeds of $3.1 million and issued an aggregate of 139,848 shares of common stock as commitment fee to LPC and maximized the number of shares of common stock it can sell to LPC pursuant to Nasdaq Rule 5635(d)(2). On October 23, 2017, the Company entered into a definitive agreement with certain accredited investors in connection with a private placement of equity securities, (the “Private Placement”) for up to an aggregate of $15 million in gross proceeds. The Private Placement was structured with two closings. The first closing occurred on October 27, 2017 (“Initial Closing”) and resulted in net proceeds of approximately $2.7 million. The second closing (“Second Closing”) was conditioned upon and subject to the Company receiving the requisite shareholder approval pursuant to Nasdaq Rule 5635(d), which was obtained on January 5, 2018. The Second Closing subsequently occurred on January 9, 2018 and resulted in incremental net proceeds of $11.1 million. The Company’s cash balance of $2.2 million as of December 31, 2017, together with the net proceeds of $11.1 million from the Second Closing of the Private Placement and $3.1 million from warrant exercises and sale of common stock pursuant to an equity purchase agreement subsequent to December 31, 2017 is expected to fund the Company’s operations through the first half of 2018. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The Company’s current cash position is sufficient to enable it to complete its Phase 3 clinical study of Sollpura (the “RESULT” study) in patients with exocrine pancreatic insufficiency due to cystic fibrosis, which study’s topline data is expected in March 2018. If the RESULT study meets its primary endpoint, the Company plans to raise sufficient capital following the study’s readout and use the proceeds to fund the preparation of its Biologics License Application (“BLA”) for Sollpura, continuation of its manufacturing of drug products and general corporate purpose. The Company cannot ascertain any future financing will be available on terms favorable to the Company, if at all. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. If adequate funds are not available, the Company will be required to delay its development programs. This would include, amongst other things, eliminating or reducing the scope of one more of our clinical trials, delaying BLA submission for Sollpura, delaying manufacturing activities, and reducing headcount. The Company plans to meet its capital requirements for the next twelve months primarily through issuances of equity securities, potential partnerships and debt financing. Failure to raise additional capital would adversely affect the Company’s ability to achieve its intended business objectives. Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, or GAAP. On April 28, 2017, the Company implemented a one-for-eight reverse split of its outstanding common stock resulting in a reduction of its total common stock issued and outstanding from 80,609,310 shares to 10,076,164 shares on the date hereof. The Reverse Stock Split affected all stockholders of the Company’s common stock equally. The par value of the Company’s common stock and preferred stock remained unchanged at $0.001 per share and the number of authorized shares of common stock and preferred stock remained unchanged at 100,000,000 and 5,000,000, respectively, after giving effect to the Reverse Stock Split. All references to shares of common stock, stock options, warrants to purchase common stock, the conversion rate of preferred stock and outstanding per share data for all periods prior to the Reverse Stock Split presented in the accompanying financial statements and notes thereto have been adjusted to reflect the Reverse Stock Split on a retroactive basis and all share information is rounded down to the nearest whole share after reflecting the reverse split , The Company has evaluated events and transactions subsequent to the balance sheet date and has disclosed all events or transactions that occurred subsequent to the balance sheet date but prior to filing this Annual Report on Form 10-K that would require recognition or disclosure in the Consolidated Financial Statements. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition During 2015, the Company had a collaboration with Zenyaku Kogyo Co., Ltd. (“Zenyaku”) which provided for various types of payments from Zenyaku, including development milestones, sales milestone, royalty, and reimbursement for a portion of the Company’s internal and external costs. All payments from Zenyaku are nonrefundable. The collaborative arrangement was on a best-efforts basis, did not require scientific achievement as a performance obligation and provided for payment to be made when costs were incurred or services were performed. The collaboration was terminated on January 7, 2016 pursuant to a termination notice from Zenyaku to the Company. With respect to the collaborative arrangement with Zenyaku, the Company recognized revenue in accordance with the Financial Accounting Standards Board (“FASB”) Codification, or ASC 605 “ Revenue Recognition Revenue with Multiple Element Arrangements Revenue Recognition-Milestone Method The deliverables under the Zenyaku agreement had been determined to be a single unit of accounting and as such any license fees received were recorded as deferred revenue and recognized ratably over the term of the estimated performance period under the agreement, which was the product development period. As a result of an early termination of the Zenyaku agreement, the Company revised the amortization period of its deferred revenue to correspond with the shortened collaboration period in the third quarter of 2015 and had fully amortized its deferred revenue as of January 7, 2016. For the collaborative research activities, the Company was entitled to reimbursement from Zenyaku for its internal personnel cost at a pre-determined full time equivalent (“FTE”) rate. Revenue related to FTE services was recognized as research services were performed over the related performance periods. The Company was required to perform research and development activities as specified in the collaboration agreement. The payments received were not refundable and were based on a contractual reimbursement rate per FTE working on the project. Reimbursement for FTE costs was recorded as collaborative revenue as incurred. Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, expenses, and related disclosures. On an ongoing basis, management evaluates its estimates, including critical accounting policies or estimates related to clinical trial accruals, tax provision, stock-based compensation, warrant liabilities, and computation of beneficial conversion features. The Company bases its estimates on historical experience and on various other market specific and other relevant assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates. Financial Instruments with Characteristics of Both Equity and Liabilities The Company has issued certain financial instruments, including warrants to purchase common stock, which have characteristics of both liabilities and equity. Financial instruments such as warrants that are classified as liabilities are fair valued upon issuance and are re-measured at fair value at subsequent reporting periods with the resulting change in fair value recorded in other income/(expense). The fair value of warrants is estimated using valuation models that require the input of subjective assumptions including stock price volatility, expected life, and the probability of future equity issuances Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity or remaining maturities of three months or less at the date of purchase to be cash equivalents. Cash equivalents consist primarily of cash currencies and money market funds, for which the carrying amounts are reasonable estimates of fair value. Cash equivalents are recognized at fair value. Property and Equipment—Net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed over the estimated useful lives of the respective assets, which range from three to five years, using the straight-line method. Repairs and maintenance costs are expensed as incurred. Leasehold improvements are stated at cost and amortized using the straight-line method over the term of the lease or the life of the related asset, whichever is shorter. Long-Lived Assets The Company’s long-lived assets and other assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Through December 31, 2017, the Company had not experienced material impairment losses on its long-lived assets. Accrued Clinical Studies Expenses related to clinical studies are based on estimates of the services received and efforts expended pursuant to contracts with many research institutions, clinical research organizations and other service providers that conduct and manage clinical studies on our behalf. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee or unit price. Payments under the contracts are mainly driven by time and materials incurred by these service providers. Expenses related to clinical studies are generally accrued based on time and materials incurred by the service providers and in accordance with the contracts. This process involves reviewing open contracts and purchase orders, communicating with applicable personnel to identify services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of actual cost. The majority of service providers invoice at least monthly in arrears for services performed. The Company periodically confirms the accuracy of estimates with the service providers and makes adjustments if necessary. Examples of estimated accrued clinical expenses include: · fees paid to Contract Research Organizations, or CROs, in connection with clinical studies; · fees paid to investigative sites in connection with clinical studies; and · fees paid to contract manufacturers in connection with the production of clinical study materials. Research and Development Costs Research and development expenses consist of personnel costs, including salaries, benefits and stock-based compensation, clinical studies performed by CROs, materials and supplies, and overhead allocations consisting of various administrative and facilities related costs. Clinical study expenses are further separated into two main categories: clinical development and pharmaceutical development. Clinical development costs include costs for Phase 1, 2 and 3 clinical studies. Pharmaceutical development costs consist of expenses incurred in connection with manufacturing campaigns, product formulation and chemical analysis. The Company charges research and development costs, including clinical study costs, to expense when incurred. Clinical study costs are a significant component of research and development expenses. All of the Company’s clinical studies are performed by third-party CROs. The Company accrues costs for clinical expenses based on time and materials incurred by the service providers. All material contracts are terminable by the Company upon written notice and the Company is generally only liable for actual effort expended by the service providers and certain noncancelable expenses incurred at any point of termination. Income Taxes The Company accounts for income taxes in accordance with the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. Segments The Company operates in only one segment. Management uses cash flow as the primary measure to manage its business and does not segment its business for internal reporting or decision-making. The Company’s long-lived tangible assets consist of mainly machinery purchased by the Company and installed by its contract manufacturing vendors. The machinery is used for all of the Company’s product manufacturing campaigns. Stock-Based Compensation The Company uses the Black-Scholes option pricing model as the method for determining the estimated fair value for all stock-based awards, including employee stock options, and rights to purchase shares under the Company’s Employee Stock Purchase Plan, and recognizes the costs in its consolidated financial statements over the employees’ requisite service period. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions which determine the fair value of share-based awards, including the option’s expected term and the price volatility of the underlying stock. Additionally, the Company is required to include an estimate of the number of awards that will be forfeited in calculating compensation costs, which are recognized over the requisite service period of the awards on a straight-line basis. Expected Term Expected Volatility Expected Dividend Risk-Free Interest Rate Estimated Forfeitures Equity instruments issued to nonemployees are recorded at their fair value as determined in accordance with guidance provided by the FASB and are periodically revalued as the equity instruments vest and recognized as expense over the related service period. Recent Accounting Pronouncements In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception, (ASU 2017-11). Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently assessing the potential impact of adopting ASU 2017-11 on its financial statements and related disclosures, but does not expect it to have a significant impact. In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU 2016-02 impacts any entity that enters into a lease with some specified scope exceptions. This new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The guidance updates and supersedes Topic 840, Leases. For public entities, ASU 2016-02 is effective for fiscal years, and interim periods with those years, beginning after December 15, 2018, and early adoption is permitted. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company does not expect the adoption of this standard to have a material impact on its financial statements Effective January 1, 2017, the Company adopted ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting |
RESEARCH AWARD
RESEARCH AWARD | 12 Months Ended |
Dec. 31, 2017 | |
Research and Development [Abstract] | |
RESEARCH AWARD | 3. RESEARCH AWARD In March 2015, the Company received a research award of up to $3 million from the CFFT for the Company's development of Sollpura. The Company retains the right to develop and commercialize Sollpura and will owe royalties to CFFT on net sales of any drug candidate approved and commercialized under the collaboration. The funding is disbursed by CFFT to the Company upon the Company’s achievement of milestones specified in the grant agreement. At its discretion, the Company may choose to fund a particular stage of the Sollpura development plan without CFFT funds. Any CFFT funds not expended on the development program of Sollpura must be returned to CFFT and, upon such return, the amounts of such returned funds will not be included as part of the research award for the purpose of calculating royalties or other amounts owed by the Company to CFFT. To the extent CFFT provides or makes available any information, expertise, know-how or other intellectual property related to cystic fibrosis or the treatment, prevention or cure there-of (“CFFT Know-How”) to the Company, CFFT grants to the Company a non-exclusive, transferrable, sub-licensable, worldwide rights and license under all of CFFT’s rights in such CFFT Know-How to assist the Company to research, develop, commercialize, make or have made, use, sell, have sold, offer for sale, import, export and otherwise exploit the product. In consideration for CFFT’s research award and any licenses of intellectual property granted by CFFT, the Company agrees to pay royalties to CFFT as follows: i) a one-time royalty in an amount equal to five times the actual award, payable in three installments between the first and second anniversaries of the first commercial sale of a product; ii) a one-time royalty in an amount equal to the actual award after net product sales reaches $100 million; and iii) in the event of a license, sale or other transfer of the product or a change of control transaction prior to the commercial sale of the product, a milestone payment equal to three times the actual award. As of December 31, 2017, the Company had fully recognized the research award |
FAIR VALUE OF INSTRUMENTS
FAIR VALUE OF INSTRUMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 4. FAIR VALUE OF INSTRUMENTS Pursuant to the accounting guidance for fair value measurement and its subsequent updates, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. The accounting guidance establishes a hierarchy for inputs used in measuring fair value that minimizes the use of unobservable inputs by requiring the use of observable market data when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on active market data. Unobservable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. The fair value hierarchy is broken down into the three input levels summarized below: § Level 1 —Valuations are based on quoted prices in active markets for identical assets or liabilities and readily accessible by us at the reporting date. Examples of assets and liabilities utilizing Level 1 inputs are certain money market funds, U.S. Treasuries and trading securities with quoted prices on active markets. § Level 2 —Valuations based on inputs other than the quoted prices in active markets that are observable either directly or indirectly in active markets. Examples of assets and liabilities utilizing Level 2 inputs are U.S. government agency bonds, corporate bonds, commercial paper, certificates of deposit and over-the-counter derivatives. § Level 3 —Valuations based on unobservable inputs in which there are little or no market data, which requires the Company to develop its own assumptions. The following tables present the Company’s fair value hierarchy for all its financial assets (including those in cash and cash equivalents), in thousands, by major security type measured at fair value on a recurring basis as of December 31, 2017 and 2016 (in thousands): December 31, 2017 Estimated Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 2,097 $ 2,097 $ — $ — Liabilities: Warrant liability $ 4,457 $ — $ — $ 4,457 December 31, 2016 Estimated Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 19,416 $ 19,416 $ — $ — The Company used quoted market prices to determine the fair value of cash equivalents, which consist of money market funds and therefore these are classified in Level 1 of the fair value hierarchy. There were no transfers between Level 1, Level 2 or Level 3 for the year ended December 31, 2017. Warrants with adjustable exercise price are accounted for as liabilities, with changes in the fair values included in net loss for the respective periods. Because some of the inputs to the valuation model are either not observable or are not derived principally from or corroborated by observable market data by correlation or other means, the warrant liability is classified as Level 3 in the fair value hierarchy. The following table summarizes the changes in the Company’s Level 3 warrant liability during the years ended December 31, 2017 and 2016 (in thousands): December 31, 2017 Beginning balance $ — Addition to fair value of warrant liability upon the issuance of warrants in connection with a direct 14,700 Decrease in fair value of warrant liability from April 1, 2017 to December 31, 2017 (10,235 ) Balance reclassified to additional paid-in capital upon exercise of warrants (8 ) Ending balance $ 4,457 December 31, 2016 Beginning balance $ — Addition to fair value of warrant liability upon the issuance of warrants in connection with a direct 3,678 Change in fair value upon fixation of exercise price and number of shares underlying the warrants (1,744 ) Balance reclassified to additional paid-in capital (1,934 ) Ending balance $ — There were no transfers between Level 1, Level 2 or Level 3 for the years ended December 31, 2017 and 2016. |
WARRANT LIABILITY
WARRANT LIABILITY | 12 Months Ended |
Dec. 31, 2017 | |
Warrant Liability | |
WARRANT LIABILITY | 5. WARRANT LIABILITY Pursuant to an underwriting agreement entered into in March 2017, the Company issued warrants to purchase 30,000,000 shares of common stock at an initial exercise price of $0.55 per share (“Tranche 1 Warrants”) and warrants to purchase 30,000,000 shares of common stock at an initial exercise price of $0.50 per share (“Tranche 2 Warrants”) to certain investors. On April 28, 2017, the Company implemented a one-for-eight reverse split of its outstanding common stock. The Reverse Stock Split did not change the number of authorized shares of common stock, which remained at 100,000,000, but did increase the number of authorized but unissued shares of common stock, resulting in sufficient authorized shares of common stock to settle the warrants. After giving effect to the Reverse Stock Split, the number of shares issuable upon exercise and the exercise price of the Tranche 1 Warrants were 3,750,007 and $4.40, respectively, and the number of shares issuable upon exercise and the exercise price of the Tranche 2 Warrants were 3,750,007 and $4.00, respectively. The Tranche 1 Warrants will expire on April 28, 2022 and the Tranche 2 Warrants expired on October 28, 2017. The exercise price of the Tranche 1 Warrants and Tranche 2 Warrants are subject to adjustment in the event of a stock combination, reverse split, or similar transaction involving common stock (each, a “Stock Combination Event”) if the average volume weighted average price (“VWAP") of the common stock for the five lowest trading days during the 15 consecutive trading day period ending and including the trading day immediately preceding the 16 th The Company accounted for the warrants under ASC Topic 815, Derivatives and Hedging 1. On the date of issuance, the warrants were not considered indexed to its own stock because the underlying instruments were not “fixed-for-fixed” due to the exercise price being subject to adjustment in a Stock Combination Event. 2. The warrants permit the holder to require the Company to settle the warrants for cash in an amount equal to the Black-Scholes value of the warrants in the event of a fundamental transaction, including a sale of the business. At the end of each reporting period, the changes in fair value during the period are recorded as a component of non-operating income (expense) in the consolidated statement of operations. The initial fair value of the liability associated with these warrants was $14.7 million. The Tranche 2 Warrants expired on October 28, 2017 on which date the warrants were out of the money and had a fair value of zero. As of December 31, 2017, the fair value of the liability associated with the Tranche 1 Warrants was $4.5 million. The decrease of $10.2 million in fair value of the warrant liability was recorded as non-operating income during the year ended December 31, 2017. The Company estimated the fair value of the warrants using the Monte Carlo simulation model, which combines expected cash outflows with market-based assumptions regarding risk-adjusted yields, stock price volatility, and the number of potential future Stock Combination Events. Inputs used in the valuation of each tranche on issuance date and December 31, 2017 were as follows: Issuance Date Tranche 1 Tranche 2 Common stock price $ 3.44 $ 3.44 Exercise price $ 4.40 $ 4.00 Expected volatility 112.5 % 112.5 % Dividend yield 0 % 0 % Risk-free interest rate 2.03 % 2.03 % Expected term (years) 5.0 0.5 Number of potential future Stock Combination Events 1.57 0.03 December 31, 2017 Tranche 1 Common stock price $ 1.65 Exercise price $ 1.89 Expected volatility 97.8 % Dividend yield 0 % Risk-free interest rate 2.13 % Expected term (years) 4.33 Number of potential future Stock Combination Events 1.43 For the fair value determination, the Company computed the historical volatility based on daily pricing observations for a period that corresponds to the expected term of the warrants. The expected term for all valuation dates were based on the remaining contractual terms of the warrants. The risk-free interest rates were the U.S. Treasury bond rate as of the valuation months and years. The probability of future Stock Combination Events is based on the number of potential reverse stock splits that is determined on simulated stock price under a trigger price of $1.00 for 30 consecutive days. The number of potential future Stock Combination Event is the average of reverse splits from all the simulation trials. |
COLLABORATIVE AGREEMENT
COLLABORATIVE AGREEMENT | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
COLLABORATIVE ARRANGEMENT | 6. COLLABORATIVE AGREEMENT In December 2014, the Company entered into an exclusive license agreement with Zenyaku (“Zenyaku Agreement”) for the development and commercialization of blisibimod in Japan and potentially other countries throughout Asia, while the Company retained full development and commercialization rights of blisibimod for all other global territories including North America and the European Union. The Zenyaku Agreement was mutually terminated in January 2016. Consequently, the Company accelerated the amortization period of its deferred revenue and fully amortized it as of January 7, 2016. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 7. PROPERTY AND EQUIPMENT Property and equipment are comprised of the following (in thousands): December 31, 2017 2016 Laboratory equipment $ 1,877 $ 2,013 Computer and software 115 115 Office furniture and fixtures 140 140 Leasehold improvements 206 206 Total property and equipment 2,338 2,474 Less accumulated depreciation and amortization (1,856 ) (1,711 ) Property and equipment, net $ 482 $ 763 For the years ended December 31, 2017, 2016, and 2015, the Company recorded $281,000, $266,000, and $285,000 respectively, in depreciation and amortization expense. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 8. COMMITMENTS AND CONTINGENCIES Leases The Company leases its main operating facility in Hayward, California. The lease was for approximately 14,000 square feet and the lease agreement was due to expire in September 2017. On July 20, 2017, the Company terminated the lease agreement and concurrently entered into a sublease agreement for approximately 8,000 square feet of the same facility. The sublease agreement will expire on August 31, 2019. In April 2016, the Company leased its second operating facility in Pleasanton, California. The lease is for approximately 1,200 square feet and the lease agreement was due to expire in May 2019. For the years ended December 31, 2017, 2016, and 2015, the Company recognized $211,000, $195,000, and $222,000, respectively, in rental expense. As of December 31, 2017, future minimum lease payments under non-cancellable operating leases were as follows (in thousands): 2018 $ 191 2019 106 Total $ 297 In February 2018, the Company early terminated the lease agreement for its Pleasanton office and reduced its total future lease payments by approximately $42,000. Other Commitments In December 2007, the Company and Amgen entered into a worldwide, exclusive license agreement (the “Amgen Agreement”) to develop and commercialize blisibimod in any indication, including for the treatment of systemic lupus erythematosus (“lupus”). Under the terms of the Amgen Agreement, the Company paid a nonrefundable, upfront license fee of $6.0 million. As there was no future alternative use for the technology, the Company expensed the license fee in research and development expenses during 2007. Under the terms of the Amgen Agreement, the Company is obligated to make additional milestone payments to Amgen of up to $33.0 million upon the achievement of certain development and regulatory milestones. The Company is also obligated to pay tiered royalties on future net sales of products, ranging from the high single digits to the low double digits, which are developed and approved as defined by this collaboration. The Company’s royalty obligations as to a particular licensed product will be payable, on a country-by-country and licensed product-by-licensed product basis, for the longer of (a) the date of expiration of the last to expire valid claim within the licensed patents that covers the manufacture, use or sale, offer to sell, or import of such licensed product by the Company or a sublicense in such country or (b) 10 years after the first commercial sale of the applicable licensed product in the applicable country. On July 11, 2014, the Company and Eli Lilly and Company (“Eli Lilly”) entered into a worldwide, exclusive license agreement (the “Lilly Agreement”), to develop and commercialize Sollpura, a Phase 3 novel investigational Pancreatic Enzyme Replacement Therapy (“PERT”), for the treatment of patients with Exocrine Pancreatic Insufficiency, or EPI, often seen in patients with cystic fibrosis and other conditions. Under the terms of the Lilly Agreement, the Company was not required to make any up-front payment but is obligated to make milestone payments of up to up to $33.5 million for capsule products and $9.5 million for reformulated products upon the achievement of certain regulatory and commercial sales milestones, none of which have been achieved as of December 31, 2017. In addition, after sales of the licensed products exceed an aggregate of $100.0 million in the United States, the Company is obligated to pay tiered royalties on future net sales of products, ranging from the single digits to the mid-teens, that are developed and approved as defined in the Lilly Agreement. The Company’s royalty obligations as to a particular licensed product will be payable, on a licensed product-by-licensed product basis, for the longer of (a) the date of expiration of the last to expire valid claim within the licensed patents that covers the manufacture, use or sale, offer to sell, or import of such licensed product by the Company or a sublicense in such country, or (b) 12 years after the first commercial sale of the applicable licensed product in the applicable country. See Note 3 – “Research Award” for discussion of commitments and contingencies associated with the research award received from the CFFT |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY (DEFICIT) | 9. STOCKHOLDERS’ EQUITY (DEFICIT) Preferred Stock The Company has authorized 5,000,000 shares of $0.001 par value preferred stock. The Company’s Board of Directors is authorized to designate the terms and conditions of any preferred stock issued by the Company without further action by the common stockholders. The Company designated 17,000 shares of its authorized and unissued preferred stock as Series X convertible preferred stock and filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series X Convertible Preferred Stock with the Delaware Secretary of State. In September 2016, the Company entered into a subscription agreement with certain institutional investors pursuant to which it sold 17,000 Series X units for a purchase price of $1,000 per unit in a registered direct offering (the “Subscription Agreement”). Each unit consists of one share of Series X Convertible Preferred Stock and a warrant to purchase 15.87 shares of common stock. The registered direct offering resulted in gross proceeds of $17.0 million. The holders of Series X Convertible Preferred Stock do not have any voting rights nor the right to elect any members to the board of directors. The Series X Convertible Preferred Stock has a contingent redemption clause. The Company is not required to issue any shares of common stock upon conversion of any shares of Series X Convertible Preferred Stock to the extent that (i) the aggregate issuance of common stock will be greater than 1,048,229 shares or 19.99% of the total outstanding shares of the Company (the “Threshold Amount”) and (ii) the conversion has not been approved by the Company’s stockholders in accordance with the stockholder approval requirements of Nasdaq Marketplace Rule 5635(d) (a “Blocked Conversion”). Due to the contingent redemption feature related to Nasdaq conversion limits that could result in a potential redemption for cash, the Company initially classified the 17,000 shares of Series X Convertible Preferred Stock in the mezzanine section (between equity and liabilities) on the date of issuance. On November 16, 2016, the conversion price became fixed at $15.7536 and therefore, the Series X Convertible Preferred Stock became convertible into 1,079,119 shares of common stock, which exceeded the aggregate number of common stock permitted for conversion by 30,890 shares of common stock, or 487 shares of Series X Convertible Preferred Stock. As such, the 487 shares of Series X Convertible Preferred Stock remained contingently redeemable until shareholder approval was obtained for the conversion of these shares; while the remaining 16,513 shares of Series X Convertible Preferred Stock ceased to be redeemable and were reclassified from the mezzanine section to equity as of December 31, 2016. On April 27, 2017, shareholder approval was obtained to convert the 487 shares of Series X Convertible Preferred Stock into common stock, and consequently the 487 shares of Series X Convertible Stock were no longer redeemable by the holder and were reclassified from temporary to permanent equity in the statement of stockholders’ equity on the date hereof. The conversion price of the shares of Series X Convertible Preferred Stock was less than the fair value of the Company’s common stock at the date of issuance and therefore the in-the-money conversion feature (Beneficial Conversion Feature, or BCF) requires separate financial statement recognition and was measured at the intrinsic value (i.e., the amount of the increase in value that preferred stockholders would realize upon conversion based on the value of the conversion shares on the issuance date). A BCF of $8.8 million was recorded as a discount to the contingently redeemable Series X Convertible Preferred Stock in mezzanine and was immediately accreted as a deemed preferred stock dividend and, accordingly, an adjustment to net loss to arrive at net loss applicable to common stockholders. Furthermore, in December 2016, certain holders converted 7,501 shares of Series X Convertible Preferred Stock into 476,145 shares of common stock. The conversion was reflected as a reduction in Series X Convertible Preferred Stock in permanent equity. The unamortized discount was recognized as a deemed dividend of $2.1 million in connection with the conversion of the Series X Convertible Preferred Stock. For the year ended December 31, 2016, the Company recorded a total deemed dividend of $10.9 million. During the year ended December 31, 2017, 9,069 shares of Series X Convertible Preferred Stock were converted into 575,678 shares of common stock and concurrent with the conversion, the Company recorded $2.5 million in deemed dividend. As of December 31, 2017, an aggregate of 16,570 shares of Series X Convertible Preferred Stock have been converted into an aggregate of 1,051,823 shares of common stock, leaving a balance of 430 shares of Series X Convertible Preferred Stock issued, outstanding and convertible into 27,296 shares of common stock. Common Stock In March 2016, the Company filed a universal shelf registration statement with the SEC on Form S-3 for the proposed offering from time to time of up to $100.0 million of its securities, including common stock, preferred stock, debt securities and/or warrants. As of December 31, 2017, the Company has registered a total of $82.6 million under this registration statement, leaving a balance of $17.4 million available for future issuance under the registration statement. The S-3 registration statement is subject to Instruction I.B.6. of Form S-3, which imposes a limitation on the maximum amount of securities that the Company may sell pursuant to the registration statement during any twelve-month period. When the Company sells securities pursuant to the registration statement, the amount of securities to be sold plus the amount of any securities the Company has sold during the prior twelve months in reliance on Instruction I.B.6. may not exceed one-third of the aggregate market value of its outstanding common stock held by non-affiliates as of a day during the 60 days immediately preceding such sale, as computed in accordance with Instruction I.B.6. Based on this calculation, the Company expects it will be significantly limited to sell securities pursuant to its effective registration statement on Form S-3 for a period of twelve months from March 16, 2017, unless and until the market value of the Company’s outstanding common stock held by non-affiliates increases to above $75 million. If the Company cannot sell securities under its shelf registration, the Company may be required to utilize more costly and time-consuming means of accessing the capital markets, which could materially adversely affect its liquidity and cash position. In March 2017, the Company entered into an underwriting agreement with H.C. Wainwright, pursuant to which the Company sold an aggregate of 3,750,000 shares of its common stock and issued warrants to purchase shares of the Company’s common stock. The financing transaction resulted in proceeds of $14.1 million. The warrants were recorded as liabilities upon issuance due to price protection, as discussed in Note 5. The fair value of these warrants was estimated to be $14.7 million at issuance, which exceeded the proceeds of $14.1 million. The excess of $0.6 million between the fair value of the warrants and cash proceeds was expensed during the first quarter of 2017. In June 2017, the Company executed an equity purchase agreement with Lincoln Park Capital, LLP. (“LPC”) (the “2017 Equity Purchase Agreement”) to sell to LPC up to an aggregate of $10.0 million in shares of common stock and issue up to 181,708 shares of our common stock valued at $0.3 million as a commitment fee to LPC over a period of thirty months. As of February 28, 2018, the Company has sold an aggregate of 1,870,411 shares of common stock for net proceeds of $3.1 million and issued an aggregate of 139,848 shares of common stock as commitment fee to LPC and maximized the number of shares of common stock it can sell to LPC pursuant to Nasdaq Rule 5635(d)(2). On October 23, 2017, the Company entered into a Securities Purchase Agreement (“SPA”) for a Private Placement with a select group of accredited investors (the “Purchasers”). The Private Placement is structured with two closings. Pursuant to the SPA, at the Initial Closing on October 27, 2017, the Purchasers purchased 2,306,737 shares of the Company’s common stock at $1.25 per share. Each share of common stock was issued with a warrant to purchase 3.0 additional shares of the Company’s common stock at an exercise price of $1.55 per share. The Second Closing required shareholder approval pursuant to Nasdaq Rule 5635(d), which was obtained on January 5, 2018. resulting in $0.6 million and $1.6 million being allocated to common stock and warrants, respectively At December 31, 2017, the Company had reserved the following shares for future issuance, which did not include any securities issuable pursuant to the Second Closing of the Private Placement: Convertible Series X preferred stock 27,296 Common stock options outstanding 1,066,121 Common stock warrants outstanding 10,940,206 Common stock options available for future grant under stock option plan 242,481 Common stock available for future grant under ESPP plan 449 Total 12,276,553 Warrants In connection with a venture debt financing executed in March 2011, the Company issued a seven-year warrant to the lender for the purchase of 5,022 shares of the Company’s common stock at an exercise price of $384.00 per share. The warrant was immediately exercisable and expires in March 2018. As of December 31, 2017, the warrants remained outstanding and exercisable. These warrants are classified in permanent equity on the Company’s consolidated Balance Sheet. In connection with the issuance of Series X convertible preferred stock in September 2016, the Company issued warrants to certain institutional investors to purchase shares of the Company’s common stock. On November 16, 2016, the exercise price and number of shares of common stock underlying the warrants became fixed at $18.90 and 269,779, respectively. The warrants are exercisable at any time and from time to time after March 13, 2017, and will expire on September 13, 2019. As of December 31, 2017, the warrants remained outstanding and exercisable. These warrants are classified in permanent equity on the Company’s consolidated Balance Sheet. Pursuant to the underwriting agreement for the sale of common stock and warrants in March 2017, the Company issued 30,000,000 warrants (“Tranche 1 Warrants”) at an initial exercise price of $0.55 per share and 30,000,000 (“Tranche 2 Warrants”) at an initial exercise price of $0.50 per share to the investors to purchase shares of the Company’s common stock. The Company did not have sufficient authorized but unissued common stock to issue the warrants at the time the underwriting agreement was executed. On April 28, 2017, with shareholders’ approval, the Company effectuated a one-for-eight reverse split of its outstanding common stock. Subsequent to the Reverse Stock Split, the Tranche 1 Warrant shares and exercise prices were adjusted to 3,750,007 and $4.40, respectively, and the Tranche 2 Warrants shares and exercise price were adjusted to 3,750,007 and $4.00, respectively. Effective as of May 22, 2017, the Tranche 1 and Tranche 2 Warrants’ exercise price were further adjusted to $1.8918 pursuant to Section 2(c) of the warrant agreements, which was the average VWAP of the five (5) lowest trading days during the fifteen (15) consecutive trading days following the April 28, 2018 reverse stock split. A total of 96,021 Tranche 2 Warrants were exercised on October 5, 2017 and the remaining 3,653,986 Tranche 2 Warrants expired on October 28, 2017. A total of 4,813 Tranche 1 warrants were exercised on November 11, 2017, leaving a balance of 3,745,194 Tranche 1 Warrants outstanding and exercisable as of December 31, 2017 with an expiry date of April 28, 2022. These warrants are classified as liabilities on the Company’s consolidated Balance Sheet until the warrants are exercised or expired, see Note 5. Pursuant to the Private Placement for the sale of common stock and warrants in October 2017, the Company issued warrants to certain institutional investors to purchase shares of the Company’s common stock. The Private Placement was structured with two closings. The Initial Closing occurred on October 27, 2017, which resulted in the Company issuing 6,920,211 warrants to the investors at an exercise price of $1.55 per share. The Tranche 1 Warrants will become exercisable on the six month and one day anniversary of the Initial Closing and have a term of five years and six months. The Tranche 1 Warrants were classified in equity pursuant to the accounting guidance prescribed under ASC Topic 815, ASC Topic 480 Distinguishing Liabilities from Equity Financial Instruments – Registration Payment Arrangements Common stock price $ 1.72 Exercise price $ 1.55 Expected volatility 110 % Dividend yield 0 % Risk-free interest rate 1.98 % Expected term (years) 5.50 For the fair value determination, the Company computed the historical volatility based on daily pricing observations for a period that corresponds to the expected term of the Tranche 1 Warrants. The expected term was based on the contractual term of the Tranche 1 Warrants. The risk-free interest rate was the U.S. Treasury bond rate as of the valuation month and year. As of December 31, 2017, the Tranche 1 Warrants remained outstanding but not were not exercisable. |
STOCK-BASED AWARDS
STOCK-BASED AWARDS | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
STOCK-BASED AWARDS | 10. STOCK-BASED AWARDS 2013 Plan On March 25, 2013, the Company’s board of directors adopted the 2013 Stock Option and Incentive Plan (the “2013 Plan”), which was also approved by the Company’s stockholders at its annual general meeting on May 16, 2013. The Company initially reserved 218,750 shares of its common stock for the issuance of awards under the 2013 Plan, plus all shares remaining available for grant under the Company’s 2010 Stock Option and Incentive Plan (the “2010 Plan”), plus any additional shares returned under the 2010 Plan or 2013 Plan as a result of the cancellation, forfeiture or other termination (other than by exercise) of awards issued pursuant to the 2010 Plan or 2013 Plan, subject in all cases to adjustment including reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock. In May 2015, the Company’s shareholders approved an additional 223,852 shares of its common stock for issuance of awards under the 2013 Plan. Of the shares of common stock reserved for issuance under the 2013 Plan, no more than 93,750 shares will be issued to any individual participant as incentive options, non-qualified options or stock appreciation rights during any calendar year. The 2013 Plan permits the granting of incentive and non-statutory stock options, restricted and unrestricted stock awards, restricted stock units, stock appreciation rights, performance share awards, cash-based awards and dividend equivalent rights to eligible employees, directors and consultants. The option exercise price of an option granted under the 2013 Plan may not be less than 100% of the fair market value of a share of the Company’s common stock on the date the stock option is granted. Options granted under the 2013 Plan have a maximum term of 10 years and generally vest over four years. In addition, in the case of certain large stockholders, the minimum exercise price of incentive options must equal 110% of fair market value on the date of grant and the maximum term is limited to five years. Subject to overall Plan limitations, the maximum aggregate number of shares of common stock that may be issued in the form of incentive options shall not exceed 781,250 shares of common stock. The 2013 Plan does not allow the option holders to exercise their options prior to vesting The following table summarizes stock option activity for the years ended December 31, 2017, 2016 and 2015 Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life in Years Aggregate Intrinsic Value Balance at December 31, 2014 380,073 $ 29.57 8.92 $ — Options granted 174,065 $ 56.78 Options exercised (10,029 ) $ 29.95 Options forfeited (7,327 ) $ 31.63 Options expired (4,768 ) $ 47.15 Balance at December 31, 2015 532,014 $ 38.27 8.44 $ 4,330 Options granted 370,019 $ 26.14 Options exercised (14,599 ) $ 17.61 Options forfeited (101,063 ) $ 57.71 Options expired (36,854 ) $ 43.17 Balance at December 31, 2016 749,517 $ 29.82 8.19 $ — Options granted 727,265 $ 1.68 Options exercised — $ — Options forfeited (350,638 ) $ 31.18 Options expired (60,023 ) $ 32.35 Balance at December 31, 2017 1,066,121 $ 10.04 8.68 $ 18 Ending vested at December 31, 2017 501,337 $ 13.44 8.14 $ 8 Vested and expected to vest at December 31, 2017 993,495 $ 10.27 8.64 $ 17 As of December 31, 2017, there were 242,481 shares available for grant under the 2013 Plan. On January 5, 2018, the Company adopted the 2018 Stock Option and Incentive Plan (the “2018 Plan”). The 2018 Plan superseded the 2013 Plan. See note 14 for more details. The assumptions used in the Black-Scholes option-pricing model to value stock options are as follows: Years Ended December 31, 2017 2016 2015 Expected Volatility 132 % 98 % 94 % Dividend Yield 0 % 0 % 0 % Risk-Free Interest Rate 1.90 % 1.51 % 1.70 % Expected Term (years) 6.13 5.90 5.92 Weighted-average fair value per option $ 1.51 $ 2.53 $ 5.40 The intrinsic value of stock options represents the difference between the exercise price of stock options and the market price of our stock on that day for all in-the-money options. Additional information related to our stock options is summarized below (in thousands except per share information): Years Ended December 31, 2017 2016 2015 Intrinsic value of options exercised $ — $ 177 $ 140 Proceeds received from the exercise of stock options $ — $ 257 $ 299 There was $2.6 million of total forfeiture adjusted compensation expense related to non-vested awards as of December 31, 2017 and is expected to be amortized on a straight-line basis over a weighted-average remaining period of 1.89 years. Information about stock options outstanding, vested and exercisable as of December 31, 2017, was as follows: Options Outstanding Options Vested & Exercisable Range of Exercise Price Number of Shares Weighted-Average Number of Shares Weighted-Average $ 1.00 - $10.00 694,509 9.38 264,636 9.32 $ 10.01 - $20.00 113,943 7.39 81,665 7.10 $ 20.01 – $30.00 180,790 7.91 80,711 7.32 $ 30.01 - $40.00 74,003 6.19 71,548 6.11 $ 40.01 - $600.00 2,876 2.26 2,777 2.07 Total 1,066,121 8.68 501,337 8.14 2010 Employee Stock Purchase Plan Effective July 2010, under the terms of the ESPP, eligible employees of the Company may authorize the Company to deduct amounts from their compensation, which amounts are used to enable the employees to purchase shares of the Company’s common stock. The Company initially reserved 1,562 shares of common stock for issuance thereunder on January 1, 2011, and on each January 1 thereafter, the number of shares of stock reserved and available for issuance under the Plan shall be cumulatively increased by the lesser of (i) one percent (1%) of the number of shares of common stock issued and outstanding on the immediately preceding December 31 or (ii) 3,906 shares of common stock. On January 1, 2017, in accordance with the ESPP’s annual increase provisions, the authorized shares in the ESPP increased by 3,906. On April 27, 2017, the Company’s shareholders approved a one-time increase to the ESPP pool by 27,344 shares and increase the number of shares available for issuance under the Plan by the lesser of (i) one percent (1%) of the number of shares of common stock issued and outstanding on the immediately preceding December 31 or (ii) 31,250 shares of common stock, starting on January 1, 2018. Under the ESPP, eligible employees of the Company may authorize the Company to deduct amounts from their compensation, which amounts are used to enable the employees to purchase shares of the Company’s common stock. The purchase price per share is 85% of the fair market value of the common stock as of the first date or the ending date of the applicable semi-annual purchase period, whichever is less (the “Look-Back Provision”). The 15% discount and the Look-Back Provision make the ESPP compensatory. The following table summarizes ESPP activity for the years ended December 31, 2017, 2016 and 2015 (in thousands except share and per share information) Number of Options Weighted- Average Purchase Price Shares available at December 31, 2014 10,642 — Annual increase provision 3,906 — Shares issued (7,556 ) $ 14.62 Balance at December 31, 2015 6,992 — Annual increase provision 3,906 — Shares issued (2,313 ) $ 21.01 Shares available at December 31, 2016 8,585 — Annual increase provision 3,906 — One-time increase 27,344 — Shares issued (39,386 ) $ 2.04 Shares available at December 31, 2017 449 — The Black-Scholes option pricing model was used to value the employee stock purchase rights. For the years ended December 31, 2017, 2016 and 2015, the following weighted-average assumptions were used in the valuation of the stock purchase rights: Years Ended December 31, 2017 2016 2015 Expected Volatility 147 % 97 % 82 % Dividend Yield 0 % 0 % 0 % Risk-Free Interest Rate 0.64 % 0.38 % 0.08 % Expected Term (years) 0.50 0.50 0.50 Weighted-average grant date fair value per right $ 0.57 $ 1.50 $ 1.04 Stock-Based Compensation Expense Total stock-based compensation expense, including expense recorded for the ESPP, was as follows (in thousands): Years Ended December 31, 2017 2016 2015 Research and development (1) $ 2,234 $ 1,795 $ 1,453 General and administrative (2) 2,145 4,944 2,088 Total employee stock-based compensation $ 4,379 $ 6,739 $ 3,541 (1) Included in 2017 research and development expense was approximately $944,000 in non-cash stock-based compensation associated with the cancellation of stock options. (2) Included in 2017 and 2016 general and administrative expense was approximately $440,000 and $1.5 million in non-cash stock-based compensation associated with the cancellation of stock options . |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2017 | |
Net Loss Per Share | |
NET LOSS PER SHARE | 11. NET LOSS PER SHARE Basic net loss attributable to common stockholders per share is computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period that they were outstanding. The computation of diluted Earnings Per Share, or EPS, is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. In addition, in computing the dilutive effect of convertible securities, the numerator is adjusted to add back any convertible preferred dividends. Diluted EPS is identical to basic EPS since common equivalent shares are excluded from the calculation, as their effect is anti-dilutive. The following table summarizes the Company’s calculation of net loss per common share (in thousands except share and per share amounts): Year Ended December 31 2017 2016 2015 Net loss per share Numerator Net loss $ (26,874 ) $ (55,523 ) $ (35,220 ) Deemed dividend attributable to preferred stock (2,503 ) (10,914 ) — Net loss applicable to common stockholders $ (29,377 ) $ (66,437 ) $ (35,220 ) Denominator Weighted average common shares outstanding 10,278,391 5,163,784 4,453,905 Basic and diluted net loss per share $ (2.86 ) $ (12.87 ) $ (7.91 ) The following outstanding potentially dilutive securities were excluded from the computation of diluted net loss per share, as the effect of including them would have been antidilutive: Year Ended December 31, 2017 2016 2015 Total options to purchase common stock 1,066,121 749,517 532,014 Total warrants to purchase common stock 10,940,206 274,801 5,022 Series X convertible preferred stock 27,296 572,083 — Total restricted stock units — — 117 Total 12,033,623 1,326,621 537,153 |
EMPLOYEE BENEFIT PLAN
EMPLOYEE BENEFIT PLAN | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFIT PLAN | 12. EMPLOYEE BENEFIT PLAN The Company maintains a defined contribution 401(k) plan, or the 401(k) Plan. Employee contributions are voluntary and are determined on an individual basis, limited by the maximum amounts allowable under federal tax regulations. Prior to 2011, the Company had not made any contributions to the 401(k) Plan. In December 2012, the Company amended its 401(k) plan to provide for non-elective employer contribution at the Company’s discretion. No non-elective employer contribution was made into the employees’ 401(k) accounts during the year ended December 31, 2017. During the years ended December 31, 2016 and 2015, the Company contributed approximately $264,000 and $284,000, respectively, in non-elective employer contribution into the employees’ 401(k) accounts. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 13. INCOME TAXES The Company’s loss before provision for income taxes during the years ended December 31, 2017, 2016 and 2015, was a domestic loss of $29.4 million, $66.4 million, and $35.2 million, respectively. The Company has incurred net operating losses since inception. The Company has not reflected any benefit of such net operating loss carryforwards in the accompanying consolidated financial statements and has established a full valuation allowance against its deferred tax assets. The components of the provision for income taxes (benefit) during the years ended December 31, 2017, 2016 and 2015 are as follows (in thousands): December 31, 2017 2016 2015 Current: Federal $ — $ — $ — State 1 1 1 Foreign — — — Total current 1 1 1 Deferred: Federal 27,228 (20,942 ) (11,080 ) State 1,703 8,936 (3,250 ) Foreign — — — Total deferred 28,931 (12,006 ) (14,330 ) Valuation allowance (28,931 ) 12,006 14,330 Total provision for income taxes $ — $ — $ — Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating losses and tax credit carryforwards. The significant components of the Company’s deferred tax assets as of December 31, 2017 and 2016 are as follows (in thousands): December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 31,086 $ 44,909 Tax credits 4,394 4,084 Intangible assets 745 1,470 Capitalized R&D 26,661 40,297 Other 729 1,677 Total deferred tax assets 63,615 92,437 Deferred tax liabilities — — Valuation allowance (63,615 ) (92,437 ) Net deferred tax asset $ — $ — The reconciliation between the Company’s effective tax rate on income (loss) from continuing operations and the statutory tax rates for the years ended December 2017, 2016, and 2015 is as follows: 2017 2016 2015 Statutory rate 34 % 34 % 34 % State tax (4 )% (9 )% 6 % Tax credit 3 % 1 % 2 % Deemed dividend and warrant liability revaluation 8 % (4 )% — % Stock based compensation (7 )% (4 )% (1 )% Valuation allowance 98 % (18 )% (41 )% Expiration of tax attribute due to 382 limitation (21 )% — % — % Re-measurement due to change in federal statutory rate (111 )% 0 % 0 % Effective tax rates 0 % 0 % 0 % On December 22, 2017, new U.S. income tax reform measures known as the Tax Cuts & Jobs Act (TCJA) were enacted. As a result of the TCJA, the federal income tax rate for all corporations was permanently changed to 21% from 34%. Consequently, the Company’s deferred tax assets are required to be measured using the new enacted tax rate. As a result of the remeasurement, the Company’s deferred tax assets have decreased by $32.7 million. The decrease in the deferred tax asset was offset by an equal decrease in the valuation allowance, such that there is no impact on income tax expense. Tax benefits of net operating losses, temporary differences and credit carryforwards are recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Because of the Company’s history of operating losses, management believes that the deferred tax assets arising from the above-mentioned future tax benefits are currently not likely to be realized and, accordingly, has provided a full valuation allowance. The net valuation allowance decreased by $28.9 million in 2017, increased by $12.0 million in 2016, and increased by $14.3 million in 2015. Net operating losses and tax return credit carryforwards as of December 31, 2017, are as follows (in thousands): Amount Expiration Years Net operating losses—federal $ 126,090 Beginning 2024 Net operating losses—state $ 65,975 Beginning 2028 Tax return credits—federal $ 2,028 Beginning 2032 Tax return credits—state $ 2,995 Do not expire Utilization of the domestic NOL and tax credit forwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by the Internal Revenue Code Section 382, as well as similar state provisions. In general, an “ownership change,” as defined by the code, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups. Any limitation may result in expiration of all or a portion of the NOL or tax credit carryforwards before utilization. The Company incurred Section 382 ownership changes in 2012 and 2015 and as such, the Company’s net operating loss carryforwards have been limited. Additionally, the pre-change R&D tax credits have also been limited for federal tax purposes. . As of December 31, 2017, the Company has federal net operating losses of $126.1 million, of which $57.0 million are not subject to limitation and the remaining $69.1 million are subject to annual limitations due to the aforementioned ownership change in 2012 and 2015. The state R&D credits are not subject to limitation as they are carried forward indefinitely. Furthermore, on January 9, 2018, the Company incurred another Section 382 ownership change and as such, the Company’s net operating loss carryforwards will be further limited in the future. As of December 31, 2017, the Company had unrecognized tax benefits of $1.7 million, all of which would not currently affect the Company’s effective tax rate if recognized due to the Company’s deferred tax assets being fully offset by a valuation allowance. The Company did not anticipate any significant change to the unrecognized tax benefit balance due to the Section 382 limitation in January 2018 discussed above. A reconciliation of unrecognized tax benefits is as follows (in thousands): Amount Balance as of December 31, 2014 999 Additions based on tax positions related to prior year — Additions based on tax positions related to current year 269 Balance as of December 31, 2015 $ 1,268 Additions based on tax positions related to prior year (27 ) Additions based on tax positions related to current year 420 Balance as of December 31, 2016 $ 1,661 Deductions based on tax positions related to prior year (378 ) Additions based on tax positions related to current year 392 Balance as of December 31, 2017 $ 1,675 For the year ended December 31, 2017, the $0.4 million reduction in the unrecognized tax benefit related to prior years’ position is due to the Section 382 limitation discussed above. The Company would classify interest and penalties related to uncertain tax positions in income tax expense, if applicable. There was no interest expense or penalties related to unrecognized tax benefits recorded through December 31, 2017. The tax years 2004 through 2017 remain open to examination by one or more major taxing jurisdictions to which the Company is subject. The Company does not anticipate that total unrecognized net tax benefits will significantly change prior to the end of 2018. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS On January 5, 2018, the Company obtained stockholders’ approval to complete the Second Closing of a private placement of securities transacted in October 2017. Pursuant to the Second Closing, the Company issued 7,625,741 shares of the Company’s common stock, par value $0.001, at $1.25 per share and 2,067,522 shares of the Company’s non-voting Class Y Convertible Preferred Stock, par value $0.001 (the “Class Y Preferred Stock”), at $1.25 per share, convertible into 2,067,522 shares of Company common stock upon certain conditions. Each share of common stock or Class Y Preferred Stock was issued with a warrant that is immediately exercisable to purchase 1.0 additional share of the Company’s common stock at an exercise price of $1.25 per share. The warrants issued in the Second Closing have a term of five years from their date of issuance. The Second Closing was completed on January 9, 2018 and the Company received net proceeds of approximately $11.1 million, after deducting placement agent fees and professional fees. The Second Closing resulted in a Section 382 ownership change. Refer to Note 13 Income Taxes for discussion of the impact on the Company’s f . On November 16, 2017, the Company’s board of directors adopted the 2018 Stock Option and Incentive Plan (the “2018 Plan”), which was approved by the Company’s stockholders at a Special Stockholders meeting on January 5, 2018. Upon adoption of the 2018 Plan, the Company reserved 6,000,000 shares of its common stock for the issuance of awards, plus all shares remaining available for grant under the Company’s 2013 Plan, plus any additional shares returned under all previous stock option plans, the 2013 Plan as a result of the cancellation, forfeiture or other termination (other than by exercise) of awards issued pursuant to those plans, subject in all cases to adjustment including reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock. Of the shares of common stock reserved for issuance under the 2018 Plan, no more than 2,000,000 shares will be issued to any individual participant as incentive options, non-qualified options or stock appreciation rights during any calendar year; no more than 10% of the total number of shares of authorized for issuance under the 2018 Plan may be granted in the form of unrestricted stock awards; and no more than 6,000,000 shares may be issued in the form of incentive stock options. The shares available for issuance under the 2018 Plan may be authorized but unissued shares of stock or shares reacquired by the Company. On January 5, 2018, the Company’s stockholders approved an amendment to the 2010 ESPP to . Subsequent to December 31, 2017 and through the filing of this report, the Company received net proceeds of $3.1 million from the issuance of 1,308,180 shares of common stock pursuant to warrant exercises and the sale of 666,000 shares of common stock to LPC pursuant an equity purchase agreement. |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Revenue Recognition | Revenue Recognition During 2015, the Company had a collaboration with Zenyaku Kogyo Co., Ltd. (“Zenyaku”) which provided for various types of payments from Zenyaku, including development milestones, sales milestone, royalty, and reimbursement for a portion of the Company’s internal and external costs. All payments from Zenyaku are nonrefundable. The collaborative arrangement was on a best-efforts basis, did not require scientific achievement as a performance obligation and provided for payment to be made when costs were incurred or services were performed. The collaboration was terminated on January 7, 2016 pursuant to a termination notice from Zenyaku to the Company. With respect to the collaborative arrangement with Zenyaku, the Company recognized revenue in accordance with the Financial Accounting Standards Board (“FASB”) Codification, or ASC 605 “ Revenue Recognition Revenue with Multiple Element Arrangements Revenue Recognition-Milestone Method The deliverables under the Zenyaku agreement had been determined to be a single unit of accounting and as such any license fees received were recorded as deferred revenue and recognized ratably over the term of the estimated performance period under the agreement, which was the product development period. As a result of an early termination of the Zenyaku agreement, the Company revised the amortization period of its deferred revenue to correspond with the shortened collaboration period in the third quarter of 2015 and had fully amortized its deferred revenue as of January 7, 2016. For the collaborative research activities, the Company was entitled to reimbursement from Zenyaku for its internal personnel cost at a pre-determined full time equivalent (“FTE”) rate. Revenue related to FTE services was recognized as research services were performed over the related performance periods. The Company was required to perform research and development activities as specified in the collaboration agreement. The payments received were not refundable and were based on a contractual reimbursement rate per FTE working on the project. Reimbursement for FTE costs was recorded as collaborative revenue as incurred. |
Use of Estimates | Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, expenses, and related disclosures. On an ongoing basis, management evaluates its estimates, including critical accounting policies or estimates related to clinical trial accruals, tax provision, stock-based compensation, warrant liabilities, and computation of beneficial conversion features. The Company bases its estimates on historical experience and on various other market specific and other relevant assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates. |
Financial Instruments with Characteristics of Both Equity and Liabilities | Financial Instruments with Characteristics of Both Equity and Liabilities The Company has issued certain financial instruments, including warrants to purchase common stock, which have characteristics of both liabilities and equity. Financial instruments such as warrants that are classified as liabilities are fair valued upon issuance and are re-measured at fair value at subsequent reporting periods with the resulting change in fair value recorded in other income/(expense). The fair value of warrants is estimated using valuation models that require the input of subjective assumptions including stock price volatility, expected life, and the probability of future equity issuances |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity or remaining maturities of three months or less at the date of purchase to be cash equivalents. Cash equivalents consist primarily of cash currencies and money market funds, for which the carrying amounts are reasonable estimates of fair value. Cash equivalents are recognized at fair value. |
Property and Equipment-Net | Property and Equipment—Net Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed over the estimated useful lives of the respective assets, which range from three to five years, using the straight-line method. Repairs and maintenance costs are expensed as incurred. Leasehold improvements are stated at cost and amortized using the straight-line method over the term of the lease or the life of the related asset, whichever is shorter. |
Long-Lived Assets | Long-Lived Assets The Company’s long-lived assets and other assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of an asset to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. Through December 31, 2017, the Company had not experienced material impairment losses on its long-lived assets. |
Accrued Clinical Studies | Accrued Clinical Studies Expenses related to clinical studies are based on estimates of the services received and efforts expended pursuant to contracts with many research institutions, clinical research organizations and other service providers that conduct and manage clinical studies on our behalf. The financial terms of these agreements are subject to negotiation and vary from contract to contract and may result in uneven payment flows. Generally, these agreements set forth the scope of work to be performed at a fixed fee or unit price. Payments under the contracts are mainly driven by time and materials incurred by these service providers. Expenses related to clinical studies are generally accrued based on time and materials incurred by the service providers and in accordance with the contracts. This process involves reviewing open contracts and purchase orders, communicating with applicable personnel to identify services that have been performed on the Company’s behalf and estimating the level of service performed and the associated cost incurred for the service when the Company has not yet been invoiced or otherwise notified of actual cost. The majority of service providers invoice at least monthly in arrears for services performed. The Company periodically confirms the accuracy of estimates with the service providers and makes adjustments if necessary. Examples of estimated accrued clinical expenses include: · fees paid to Contract Research Organizations, or CROs, in connection with clinical studies; · fees paid to investigative sites in connection with clinical studies; and · fees paid to contract manufacturers in connection with the production of clinical study materials. |
Research and Development Costs | Research and Development Costs Research and development expenses consist of personnel costs, including salaries, benefits and stock-based compensation, clinical studies performed by CROs, materials and supplies, and overhead allocations consisting of various administrative and facilities related costs. Clinical study expenses are further separated into two main categories: clinical development and pharmaceutical development. Clinical development costs include costs for Phase 1, 2 and 3 clinical studies. Pharmaceutical development costs consist of expenses incurred in connection with manufacturing campaigns, product formulation and chemical analysis. The Company charges research and development costs, including clinical study costs, to expense when incurred. Clinical study costs are a significant component of research and development expenses. All of the Company’s clinical studies are performed by third-party CROs. The Company accrues costs for clinical expenses based on time and materials incurred by the service providers. All material contracts are terminable by the Company upon written notice and the Company is generally only liable for actual effort expended by the service providers and certain noncancelable expenses incurred at any point of termination. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with the liability method whereby deferred tax asset and liability account balances are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to their estimated realizable value. |
Segments | Segments The Company operates in only one segment. Management uses cash flow as the primary measure to manage its business and does not segment its business for internal reporting or decision-making. The Company’s long-lived tangible assets consist of mainly machinery purchased by the Company and installed by its contract manufacturing vendors. The machinery is used for all of the Company’s product manufacturing campaigns. |
Stock-Based Compensation | Stock-Based Compensation The Company uses the Black-Scholes option pricing model as the method for determining the estimated fair value for all stock-based awards, including employee stock options, and rights to purchase shares under the Company’s Employee Stock Purchase Plan, and recognizes the costs in its consolidated financial statements over the employees’ requisite service period. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions which determine the fair value of share-based awards, including the option’s expected term and the price volatility of the underlying stock. Additionally, the Company is required to include an estimate of the number of awards that will be forfeited in calculating compensation costs, which are recognized over the requisite service period of the awards on a straight-line basis. Expected Term Expected Volatility Expected Dividend Risk-Free Interest Rate Estimated Forfeitures Equity instruments issued to nonemployees are recorded at their fair value as determined in accordance with guidance provided by the FASB and are periodically revalued as the equity instruments vest and recognized as expense over the related service period. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception, (ASU 2017-11). Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable noncontrolling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently assessing the potential impact of adopting ASU 2017-11 on its financial statements and related disclosures, but does not expect it to have a significant impact. In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU 2016-02 impacts any entity that enters into a lease with some specified scope exceptions. This new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The guidance updates and supersedes Topic 840, Leases. For public entities, ASU 2016-02 is effective for fiscal years, and interim periods with those years, beginning after December 15, 2018, and early adoption is permitted. A modified retrospective transition approach is required for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company does not expect the adoption of this standard to have a material impact on its financial statements Effective January 1, 2017, the Company adopted ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting |
FAIR VALUE OF INSTRUMENTS (Tabl
FAIR VALUE OF INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets Measured at Fair Value on a Recurring Basis | The following tables present the Company’s fair value hierarchy for all its financial assets (including those in cash and cash equivalents), in thousands, by major security type measured at fair value on a recurring basis as of December 31, 2017 and 2016 (in thousands): December 31, 2017 Estimated Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 2,097 $ 2,097 $ — $ — Liabilities: Warrant liability $ 4,457 $ — $ — $ 4,457 December 31, 2016 Estimated Fair Value Level 1 Level 2 Level 3 Assets: Money market funds $ 19,416 $ 19,416 $ — $ — |
Schedule of Changes in Level 3 Warrant Liability | The following table summarizes the changes in the Company’s Level 3 warrant liability during the years ended December 31, 2017 and 2016 (in thousands): December 31, 2017 Beginning balance $ — Addition to fair value of warrant liability upon the issuance of warrants in connection with a direct 14,700 Decrease in fair value of warrant liability from April 1, 2017 to December 31, 2017 (10,235 ) Balance reclassified to additional paid-in capital upon exercise of warrants (8 ) Ending balance $ 4,457 December 31, 2016 Beginning balance $ — Addition to fair value of warrant liability upon the issuance of warrants in connection with a direct 3,678 Change in fair value upon fixation of exercise price and number of shares underlying the warrants (1,744 ) Balance reclassified to additional paid-in capital (1,934 ) Ending balance $ — |
WARRANT LIABILITY (Tables)
WARRANT LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Warrant [Member] | |
Summary of Fair Value Assumptions | The Company estimated the fair value of the warrants using the Monte Carlo simulation model, which combines expected cash outflows with market-based assumptions regarding risk-adjusted yields, stock price volatility, and the number of potential future Stock Combination Events. Inputs used in the valuation of each tranche on issuance date and December 31, 2017 were as follows: Issuance Date Tranche 1 Tranche 2 Common stock price $ 3.44 $ 3.44 Exercise price $ 4.40 $ 4.00 Expected volatility 112.5 % 112.5 % Dividend yield 0 % 0 % Risk-free interest rate 2.03 % 2.03 % Expected term (years) 5.0 0.5 Number of potential future Stock Combination Events 1.57 0.03 December 31, 2017 Tranche 1 Common stock price $ 1.65 Exercise price $ 1.89 Expected volatility 97.8 % Dividend yield 0 % Risk-free interest rate 2.13 % Expected term (years) 4.33 Number of potential future Stock Combination Events 1.43 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment are comprised of the following (in thousands): December 31, 2017 2016 Laboratory equipment $ 1,877 $ 2,013 Computer and software 115 115 Office furniture and fixtures 140 140 Leasehold improvements 206 206 Total property and equipment 2,338 2,474 Less accumulated depreciation and amortization (1,856 ) (1,711 ) Property and equipment, net $ 482 $ 763 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments | As of December 31, 2017, future minimum lease payments under non-cancellable operating leases were as follows (in thousands): 2018 $ 191 2019 106 Total $ 297 |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Shares Reserved for Future Issuance | At December 31, 2017, the Company had reserved the following shares for future issuance, which did not include any securities issuable pursuant to the Second Closing of the Private Placement: Convertible Series X preferred stock 27,296 Common stock options outstanding 1,066,121 Common stock warrants outstanding 10,940,206 Common stock options available for future grant under stock option plan 242,481 Common stock available for future grant under ESPP plan 449 Total 12,276,553 |
Warrants to purchase common stock [Member] | |
Schedule of Fair Value Assumptions | The Tranche 1 Warrants were classified in equity pursuant to the accounting guidance prescribed under ASC Topic 815, ASC Topic 480 Distinguishing Liabilities from Equity Financial Instruments – Registration Payment Arrangements Common stock price $ 1.72 Exercise price $ 1.55 Expected volatility 110 % Dividend yield 0 % Risk-free interest rate 1.98 % Expected term (years) 5.50 |
STOCK-BASED AWARDS (Tables)
STOCK-BASED AWARDS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Stock Option Activity | The following table summarizes stock option activity for the years ended December 31, 2017, 2016 and 2015 Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life in Years Aggregate Intrinsic Value Balance at December 31, 2014 380,073 $ 29.57 8.92 $ — Options granted 174,065 $ 56.78 Options exercised (10,029 ) $ 29.95 Options forfeited (7,327 ) $ 31.63 Options expired (4,768 ) $ 47.15 Balance at December 31, 2015 532,014 $ 38.27 8.44 $ 4,330 Options granted 370,019 $ 26.14 Options exercised (14,599 ) $ 17.61 Options forfeited (101,063 ) $ 57.71 Options expired (36,854 ) $ 43.17 Balance at December 31, 2016 749,517 $ 29.82 8.19 $ — Options granted 727,265 $ 1.68 Options exercised — $ — Options forfeited (350,638 ) $ 31.18 Options expired (60,023 ) $ 32.35 Balance at December 31, 2017 1,066,121 $ 10.04 8.68 $ 18 Ending vested at December 31, 2017 501,337 $ 13.44 8.14 $ 8 Vested and expected to vest at December 31, 2017 993,495 $ 10.27 8.64 $ 17 |
Schedule of Additional Information Related to Stock Options | Information about stock options outstanding, vested and exercisable as of December 31, 2017, was as follows: Options Outstanding Options Vested & Exercisable Range of Exercise Price Number of Shares Weighted-Average Number of Shares Weighted-Average $ 1.00 - $10.00 694,509 9.38 264,636 9.32 $ 10.01 - $20.00 113,943 7.39 81,665 7.10 $ 20.01 – $30.00 180,790 7.91 80,711 7.32 $ 30.01 - $40.00 74,003 6.19 71,548 6.11 $ 40.01 - $600.00 2,876 2.26 2,777 2.07 Total 1,066,121 8.68 501,337 8.14 |
Schedule of Options Outstanding by Price Range | The following table summarizes ESPP activity for the years ended December 31, 2017, 2016 and 2015 (in thousands except share and per share information) Number of Options Weighted- Average Purchase Price Shares available at December 31, 2014 10,642 — Annual increase provision 3,906 — Shares issued (7,556 ) $ 14.62 Balance at December 31, 2015 6,992 — Annual increase provision 3,906 — Shares issued (2,313 ) $ 21.01 Shares available at December 31, 2016 8,585 — Annual increase provision 3,906 — One-time increase 27,344 — Shares issued (39,386 ) $ 2.04 Shares available at December 31, 2017 449 — |
Schedule of Stock-Based Compensation Expense | Total stock-based compensation expense, including expense recorded for the ESPP, was as follows (in thousands): Years Ended December 31, 2017 2016 2015 Research and development (1) $ 2,234 $ 1,795 $ 1,453 General and administrative (2) 2,145 4,944 2,088 Total employee stock-based compensation $ 4,379 $ 6,739 $ 3,541 (1) Included in 2017 research and development expense was approximately $944,000 in non-cash stock-based compensation associated with the cancellation of stock options. (2) Included in 2017 and 2016 general and administrative expense was approximately $440,000 and $1.5 million in non-cash stock-based compensation associated with the cancellation of stock options . |
Stock Options [Member] | |
Schedule of Fair Value Assumptions | The assumptions used in the Black-Scholes option-pricing model to value stock options are as follows: Years Ended December 31, 2017 2016 2015 Expected Volatility 132 % 98 % 94 % Dividend Yield 0 % 0 % 0 % Risk-Free Interest Rate 1.90 % 1.51 % 1.70 % Expected Term (years) 6.13 5.90 5.92 Weighted-average fair value per option $ 1.51 $ 2.53 $ 5.40 |
Employee Stock Purchase Plan [Member] | |
Schedule of Stock Option Activity | Years Ended December 31, 2017 2016 2015 Intrinsic value of options exercised $ — $ 177 $ 140 Proceeds received from the exercise of stock options $ — $ 257 $ 299 |
Schedule of Fair Value Assumptions | The Black-Scholes option pricing model was used to value the employee stock purchase rights. For the years ended December 31, 2017, 2016 and 2015, the following weighted-average assumptions were used in the valuation of the stock purchase rights: Years Ended December 31, 2017 2016 2015 Expected Volatility 147 % 97 % 82 % Dividend Yield 0 % 0 % 0 % Risk-Free Interest Rate 0.64 % 0.38 % 0.08 % Expected Term (years) 0.50 0.50 0.50 Weighted-average grant date fair value per right $ 0.57 $ 1.50 $ 1.04 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Net Loss Per Share Tables | |
Schedule of Net Loss Per Share | The following table summarizes the Company’s calculation of net loss per common share (in thousands except share and per share amounts): Year Ended December 31 2017 2016 2015 Net loss per share Numerator Net loss $ (26,874 ) $ (55,523 ) $ (35,220 ) Deemed dividend attributable to preferred stock (2,503 ) (10,914 ) — Net loss applicable to common stockholders $ (29,377 ) $ (66,437 ) $ (35,220 ) Denominator Weighted average common shares outstanding 10,278,391 5,163,784 4,453,905 Basic and diluted net loss per share $ (2.86 ) $ (12.87 ) $ (7.91 ) |
Schedule of Antidilutive Securities | The following outstanding potentially dilutive securities were excluded from the computation of diluted net loss per share, as the effect of including them would have been antidilutive: Year Ended December 31, 2017 2016 2015 Total options to purchase common stock 1,066,121 749,517 532,014 Total warrants to purchase common stock 10,940,206 274,801 5,022 Series X convertible preferred stock 27,296 572,083 — Total restricted stock units — — 117 Total 12,033,623 1,326,621 537,153 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Taxes (benefit) | The components of the provision for income taxes (benefit) during the years ended December 31, 2017, 2016 and 2015 are as follows (in thousands): December 31, 2017 2016 2015 Current: Federal $ — $ — $ — State 1 1 1 Foreign — — — Total current 1 1 1 Deferred: Federal 27,228 (20,942 ) (11,080 ) State 1,703 8,936 (3,250 ) Foreign — — — Total deferred 28,931 (12,006 ) (14,330 ) Valuation allowance (28,931 ) 12,006 14,330 Total provision for income taxes $ — $ — $ — |
Components of Deferred Tax Assets | The significant components of the Company’s deferred tax assets as of December 31, 2017 and 2016 are as follows (in thousands): December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 31,086 $ 44,909 Tax credits 4,394 4,084 Intangible assets 745 1,470 Capitalized R&D 26,661 40,297 Other 729 1,677 Total deferred tax assets 63,615 92,437 Deferred tax liabilities — — Valuation allowance (63,615 ) (92,437 ) Net deferred tax asset $ — $ — |
Reconciliation of Effective Tax Rate | The reconciliation between the Company’s effective tax rate on income (loss) from continuing operations and the statutory tax rates for the years ended December 2017, 2016, and 2015 is as follows: 2017 2016 2015 Statutory rate 34 % 34 % 34 % State tax (4 )% (9 )% 6 % Tax credit 3 % 1 % 2 % Deemed dividend and warrant liability revaluation 8 % (4 )% — % Stock based compensation (7 )% (4 )% (1 )% Valuation allowance 98 % (18 )% (41 )% Expiration of tax attribute due to 382 limitation (21 )% — % — % Re-measurement due to change in federal statutory rate (111 )% 0 % 0 % Effective tax rates 0 % 0 % 0 % |
Summary of Net Operating Losses and Carryforwards | Net operating losses and tax return credit carryforwards as of December 31, 2017, are as follows (in thousands): Amount Expiration Years Net operating losses—federal $ 126,090 Beginning 2024 Net operating losses—state $ 65,975 Beginning 2028 Tax return credits—federal $ 2,028 Beginning 2032 Tax return credits—state $ 2,995 Do not expire |
Schedule of Unrecognized Tax Benefits | A reconciliation of unrecognized tax benefits is as follows (in thousands): Amount Balance as of December 31, 2014 999 Additions based on tax positions related to prior year — Additions based on tax positions related to current year 269 Balance as of December 31, 2015 $ 1,268 Additions based on tax positions related to prior year (27 ) Additions based on tax positions related to current year 420 Balance as of December 31, 2016 $ 1,661 Deductions based on tax positions related to prior year (378 ) Additions based on tax positions related to current year 392 Balance as of December 31, 2017 $ 1,675 |
ORGANIZATION AND DESCRIPTION 31
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 09, 2018 | Jan. 09, 2018 | Jan. 05, 2018 | Jun. 19, 2017 | Feb. 28, 2018 | Oct. 23, 2017 | Jun. 30, 2017 | Apr. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 21, 2016 | Dec. 31, 2014 | Mar. 31, 2011 |
Common stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Maximum proceeds pursuant to security agreement | $ 82,600 | $ 25,000 | ||||||||||||
Proceeds from units sold | $ 4,850 | $ 12,058 | ||||||||||||
Cash and cash equivalents | $ 2,196 | $ 20,843 | $ 46,951 | $ 2,639 | ||||||||||
Number of shares per warrants | 3,000 | 5,022 | ||||||||||||
Reverse split stock | one-for-eight | |||||||||||||
Shares adjusted | 1 | |||||||||||||
Common stock, shares issued | 80,609,310 | 13,854,491 | 5,745,536 | |||||||||||
Remain unchange Common stock authorized shares | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||||||||
Second closing [Member] | Subsequent Event [Member] | ||||||||||||||
Common stock, par value per share | $ 0.001 | |||||||||||||
Proceeds from units sold | $ 11,100 | |||||||||||||
Shares issued | 7,625,741 | |||||||||||||
Private Placement [Member] | ||||||||||||||
Gross proceed from PIPE | $ 15,000 | |||||||||||||
Private Placement [Member] | First Closing [Member] | ||||||||||||||
Gross proceed from PIPE | $ 2,700 | |||||||||||||
Private Placement [Member] | Second closing [Member] | Subsequent Event [Member] | ||||||||||||||
Gross proceed from PIPE | $ 11,100 | |||||||||||||
Lincoln Park Capital Fund [Member] | ||||||||||||||
Maximum potential proceeds | $ 10,000,000 | |||||||||||||
Stock issued for sell | 181,708 | 181,708 | ||||||||||||
Maturity date | Dec. 19, 2019 | |||||||||||||
Lincoln Park Capital Fund [Member] | Subsequent Event [Member] | ||||||||||||||
Proceeds from sale of stock | $ 3,100 | |||||||||||||
Stock issued for sell | 1,870,411 | |||||||||||||
Common stock, shares issued | 139,848 |
SUMMARY OF SIGNIFICANT ACCOUN32
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Minimum [Member] | |
Estimated useful lives | 3 years |
Maximum [Member] | |
Estimated useful lives | 5 years |
RESEARCH AWARD (Details)
RESEARCH AWARD (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Research and Development [Abstract] | |
Research award amount | $ 3,000 |
Royalty threshold amount | $ 100,000 |
FAIR VALUE OF INSTRUMENTS (Sche
FAIR VALUE OF INSTRUMENTS (Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) - Money Market Funds [Member] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Estimated Fair Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on a recurring basis | $ 2,097 | $ 19,416 |
Liabilities measured on a recurring basis | 4,457 | |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on a recurring basis | 2,097 | 19,416 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on a recurring basis | ||
Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets measured on a recurring basis | ||
Liabilities measured on a recurring basis | $ 4,457 |
FAIR VALUE OF INSTRUMENTS (Sc35
FAIR VALUE OF INSTRUMENTS (Schedule of Changes in Level 3 Warrant Liability) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Of Financial Instruments Schedule Of Changes In Level 3 Warrant Liability Details | |||
Beginning balance | |||
Addition to fair value of warrant liability upon the issuance of warrants in connection with a direct offering of common stock in March 2017 | 14,700 | 3,678 | |
Decrease in fair value of warrant liability from April 1 to September 30, 2017 | (10,235) | ||
Change in fair value upon fixation of exercise price and number of shares underlying the warrants | (10,243) | (1,744) | |
Balance reclassified to additional paid-in capital upon exercise of warrants | (8) | (1,934) | |
Ending balance | $ 4,457 |
WARRANT LIABILITY (Narrative) (
WARRANT LIABILITY (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Apr. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Oct. 27, 2017 | Sep. 30, 2017 | May 22, 2017 | Mar. 31, 2017 | Dec. 31, 2015 | Mar. 31, 2011 | |
Number of shares per warrants | 3,000 | 5,022 | |||||||
Exercise price of warrant | $ 384 | ||||||||
Reverse split stock | one-for-eight | ||||||||
Remain unchange Common stock authorized shares | 100,000,000 | 100,000,000 | 100,000,000 | ||||||
Increase decrease in to warrant liability | $ 14,700 | $ 3,678 | |||||||
Fair value of warrant liability | $ 4,457 | ||||||||
Probability of future reverse split stock price | 1 | ||||||||
Tranche One [Member] | |||||||||
Exercise price of warrant | $ 1.89 | ||||||||
Expected volatility | 97.80% | ||||||||
Probability of future reverse split stock price | 1.43 | ||||||||
Warrant [Member] | |||||||||
Increase decrease in to warrant liability | $ 14,700 | ||||||||
Warrant [Member] | Tranche One [Member] | |||||||||
Number of shares per warrants | 3,750,007 | 30,000,000 | |||||||
Exercise price of warrant | $ 4.40 | $ 1.55 | $ 0.55 | ||||||
Increase decrease in to warrant liability | 10,200 | ||||||||
Fair value of warrant liability | $ 4,500 | ||||||||
Warrant [Member] | Tranche Two [Member] | |||||||||
Number of shares per warrants | 3,750,007 | 30,000,000 | |||||||
Exercise price of warrant | $ 4 | $ 0.50 | |||||||
Warrant [Member] | Tranche One and Two [Member] | |||||||||
Exercise price of warrant | $ 1.8918 |
WARRANT LIABILITY (Summary of F
WARRANT LIABILITY (Summary of Fair Value Assumptions) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Sep. 30, 2017 | Mar. 31, 2011 | |
Exercise price | $ 384 | ||
Number of potential future Stock Combination Events | 1 | ||
Issuance Date Tranche One [Member] | |||
Common stock price | $ 3.44 | ||
Exercise price | 4.40 | ||
Expected Volatility | 112.50% | ||
Dividend Yield | 0.00% | ||
Risk-Free Interest Rate | 2.03% | ||
Expected Term (years) | 5 years | ||
Number of potential future Stock Combination Events | 1.57 | ||
Issuance Date Tranche Two [Member] | |||
Common stock price | 3.44 | ||
Exercise price | 4 | ||
Expected Volatility | 112.50% | ||
Dividend Yield | 0.00% | ||
Risk-Free Interest Rate | 2.03% | ||
Expected Term (years) | 6 months | ||
Number of potential future Stock Combination Events | 0.03 | ||
Tranche One [Member] | |||
Common stock price | 1.65 | ||
Exercise price | $ 1.89 | ||
Expected Volatility | 97.80% | ||
Dividend Yield | 0.00% | ||
Risk-Free Interest Rate | 2.13% | ||
Expected Term (years) | 4 years 3 months 29 days | ||
Number of potential future Stock Combination Events | 1.43 |
PROPERTY AND EQUIPMENT (Narrati
PROPERTY AND EQUIPMENT (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 281 | $ 266 | $ 285 |
PROPERTY AND EQUIPMENT (Schedul
PROPERTY AND EQUIPMENT (Schedule of Property and Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 2,338 | $ 2,474 |
Less accumulated depreciation and amortization | (1,856) | (1,711) |
Property and equipment, net | 482 | 763 |
Laboratory equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 1,877 | 2,013 |
Computer and software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 115 | 115 |
Office furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 140 | 140 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 206 | $ 206 |
COMMITMENTS AND CONTINGENCIES40
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017USD ($)ft² | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2007USD ($) | Feb. 28, 2018USD ($) | |
Loss Contingencies [Line Items] | |||||
Square footage of operating facility, in square feet | ft² | 14,000 | ||||
Rent expense | $ 211 | $ 195 | $ 222 | ||
Reduce futrue lease | 297 | ||||
Amgen Inc [Member] | Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Additional milestone payments upon the achievement of certain development and regulatory milestones | 33,000 | ||||
Amgen Inc [Member] | Collaborative Arrangement [Member] | |||||
Loss Contingencies [Line Items] | |||||
License initiation fees | $ 6,000 | ||||
Eli Lilly [Member] | Maximum [Member] | |||||
Loss Contingencies [Line Items] | |||||
Additional milestone payments upon the achievement of certain development and regulatory milestones for capsule products | 33,500 | ||||
Additional milestone payments upon the achievement of certain development and regulatory milestones for reformulated products | 9,500 | ||||
Royalty obligation, sales amount | $ 100,000 | $ 100,000 | |||
Subsequent Event [Member] | |||||
Loss Contingencies [Line Items] | |||||
Reduce futrue lease | $ 42 |
COMMITMENTS AND CONTINGENCIES41
COMMITMENTS AND CONTINGENCIES (Schedlue of Future Minimum Lease Payments) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 191 |
2,019 | 106 |
Total | $ 297 |
STOCKHOLDERS' EQUITY (DEFICIT42
STOCKHOLDERS' EQUITY (DEFICIT) (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 19, 2017 | Sep. 14, 2016 | Mar. 14, 2016 | Mar. 12, 2015 | Feb. 28, 2018 | Nov. 16, 2017 | Oct. 23, 2017 | Jun. 30, 2017 | Apr. 27, 2017 | Mar. 31, 2017 | Nov. 16, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 16, 2017 | Nov. 11, 2017 | Oct. 31, 2017 | Oct. 28, 2017 | Oct. 27, 2017 | Oct. 05, 2017 | Sep. 30, 2017 | May 22, 2017 | Apr. 28, 2017 | Jan. 31, 2017 | Apr. 21, 2016 | Mar. 31, 2011 |
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||||||||||||||||||||
Number of shares called by warrant(s) | 3,000 | 5,022 | ||||||||||||||||||||||||
Proceeds from units sold | $ 4,850 | $ 12,058 | ||||||||||||||||||||||||
Warrant fair value | 14,700 | 3,678 | ||||||||||||||||||||||||
Deemed dividend attributable to beneficial Series X convertible preferred stock | $ 10,900 | |||||||||||||||||||||||||
Common stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||
Maximum proceeds pursuant to security agreement | $ 82,600 | $ 25,000 | ||||||||||||||||||||||||
Exercise price of warrants | $ 384 | |||||||||||||||||||||||||
Stock available for future issuance | 17,400 | |||||||||||||||||||||||||
Increase decrease in to warrant liability | $ 14,700 | $ 3,678 | ||||||||||||||||||||||||
Common stock, shares issued | 13,854,491 | 5,745,536 | 80,609,310 | |||||||||||||||||||||||
Issuance Date Tranche One [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Exercise price of warrants | $ 4.40 | |||||||||||||||||||||||||
Issuance Date Tranche Two [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Exercise price of warrants | 4 | |||||||||||||||||||||||||
Tranche One [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Exercise price of warrants | $ 1.89 | |||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Warrant fair value | $ 14,700 | |||||||||||||||||||||||||
Increase decrease in to warrant liability | 14,700 | |||||||||||||||||||||||||
Fair value of stock | $ 9,800 | |||||||||||||||||||||||||
Warrant [Member] | Tranche One [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Shares per warrant | 3,745,194 | 4,813 | 6,920,211 | |||||||||||||||||||||||
Number of shares called by warrant(s) | 30,000,000 | 3,750,007 | ||||||||||||||||||||||||
Warrant fair value | $ 10,200 | |||||||||||||||||||||||||
Exercise price of warrants | $ 0.55 | $ 1.55 | $ 4.40 | |||||||||||||||||||||||
Maturity date | Apr. 28, 2022 | |||||||||||||||||||||||||
Increase decrease in to warrant liability | $ 10,200 | |||||||||||||||||||||||||
Warrant [Member] | Tranche Two [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Shares per warrant | 3,653,986 | 96,021 | ||||||||||||||||||||||||
Number of shares called by warrant(s) | 30,000,000 | 3,750,007 | ||||||||||||||||||||||||
Exercise price of warrants | $ 0.50 | $ 4 | ||||||||||||||||||||||||
Warrant [Member] | Tranche One and Two [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Exercise price of warrants | $ 1.8918 | |||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Fair value of stock | $ 3,900 | |||||||||||||||||||||||||
Outstanding common stock held by non-affiliates increases | $ 75,000 | |||||||||||||||||||||||||
Lincoln Park Capital Fund [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Equity purchase agreement, authorized amount of equity authorized for sale | $ 10,000 | $ 10,000 | ||||||||||||||||||||||||
Stock issued for sell | 181,708 | 181,708 | ||||||||||||||||||||||||
Maturity date | Dec. 19, 2019 | |||||||||||||||||||||||||
Commitment fee | $ 300 | |||||||||||||||||||||||||
Lincoln Park Capital Fund [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Stock issued for sell | 1,870,411 | |||||||||||||||||||||||||
Proceeds from sale of stock | $ 3,100 | |||||||||||||||||||||||||
Common stock, shares issued | 139,848 | |||||||||||||||||||||||||
H.C. Wainwright ATM Agreement [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Shares issued | 30,000,000 | |||||||||||||||||||||||||
Number of shares called by warrant(s) | 60,000,000 | |||||||||||||||||||||||||
Proceeds from units sold | $ 14,100 | |||||||||||||||||||||||||
Stock issued for sell | 3,750,000 | |||||||||||||||||||||||||
Proceeds from issuance of common stock and warrants, net of offering costs | $ 14,100 | |||||||||||||||||||||||||
Fair value of warrants cash proceeds expense | $ 600 | |||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Issuance Date Tranche One [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Shares issued | 2,306,737 | |||||||||||||||||||||||||
Number of shares called by warrant(s) | 3 | |||||||||||||||||||||||||
Warrant fair value | $ 600 | |||||||||||||||||||||||||
Common stock, par value per share | $ 1.25 | |||||||||||||||||||||||||
Exercise price of warrants | $ 1.55 | |||||||||||||||||||||||||
Maturity date | Oct. 8, 2017 | |||||||||||||||||||||||||
Increase decrease in to warrant liability | $ 600 | |||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Issuance Date Tranche Two [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Shares issued | 7,625,741 | |||||||||||||||||||||||||
Warrant fair value | $ 1,600 | |||||||||||||||||||||||||
Common stock, par value per share | $ 1.25 | |||||||||||||||||||||||||
Increase decrease in to warrant liability | $ 1,600 | |||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Non-voting Class Y Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Shares issued | 2,067,522 | |||||||||||||||||||||||||
Number of shares called by warrant(s) | 1 | |||||||||||||||||||||||||
Number of shares converted | 2,067,522 | |||||||||||||||||||||||||
Common stock, par value per share | $ 1.25 | |||||||||||||||||||||||||
Exercise price of warrants | $ 1.25 | |||||||||||||||||||||||||
Proceeds from issuance of common stock and warrants, net of offering costs | $ 2,200 | |||||||||||||||||||||||||
Shelf Registration [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Maximum amount of shares of common stock, preferred stock, debt securities and/or warrants that may be issued under a shelf registration statement | $ 100,000 | |||||||||||||||||||||||||
Series X Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||||||||||||||||||||||||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||
Preferred stock, shares issued | 430 | 9,012 | ||||||||||||||||||||||||
Preferred stock, shares outstanding | 430 | 9,012 | ||||||||||||||||||||||||
Preferred stock, value | $ 333 | $ 8,614 | ||||||||||||||||||||||||
Preferred units sold, price per unit | $ 1,000 | |||||||||||||||||||||||||
Shares per warrant | 15.87 | 15.7536 | ||||||||||||||||||||||||
Number of shares called by warrant(s) | 269,779 | |||||||||||||||||||||||||
Proceeds from units sold | $ 17,000 | |||||||||||||||||||||||||
Threshold amount, shares | 1,048,229 | 30,890 | ||||||||||||||||||||||||
Threshold amount, percentage | 19.99% | |||||||||||||||||||||||||
Number of shares converted | 7,501 | |||||||||||||||||||||||||
Shares to be issued in conversion | 1,079,119 | 575,678 | 476,145 | 1,051,823 | ||||||||||||||||||||||
Shares in excess of threshold | 9,069 | |||||||||||||||||||||||||
Deemed dividend attributable to beneficial Series X convertible preferred stock | $ 2,500 | $ 10,900 | ||||||||||||||||||||||||
Exercise price of warrants | $ 18.90 | |||||||||||||||||||||||||
Potential redemption for cash classified | 17,000 | |||||||||||||||||||||||||
Unamortized discount | $ 2,100 | |||||||||||||||||||||||||
Maturity date | Sep. 13, 2019 | |||||||||||||||||||||||||
Series X Convertible Preferred Stock [Member] | Issuance Date Tranche One [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Exercise price of warrants | $ 1.55 | |||||||||||||||||||||||||
Contingently Redeemable Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||
Preferred stock, shares authorized | 17,000 | |||||||||||||||||||||||||
Preferred stock, par value per share | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 487 | ||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 487 | ||||||||||||||||||||||||
Preferred stock, value | $ 377 | |||||||||||||||||||||||||
Shares to be issued in conversion | 27,296 | |||||||||||||||||||||||||
Reclassification of Series X convertible preferred stock from temporary to permanent equity, shares | 487 | |||||||||||||||||||||||||
Beneficial conversion feature on Series X convertible preferred stock | $ 8,800 | |||||||||||||||||||||||||
Remaining shares | 16,513 |
STOCKHOLDERS' EQUITY (DEFICIT43
STOCKHOLDERS' EQUITY (DEFICIT) (Schedule of Shares Reserved for Future Issuance) (Details) | Dec. 31, 2017shares |
Shares reserved for future issuance | 12,276,553 |
Series X preferred stock [Member] | |
Shares reserved for future issuance | 27,296 |
Stock Options [Member] | |
Shares reserved for future issuance | 1,066,121 |
Warrant [Member] | |
Shares reserved for future issuance | 10,940,206 |
Stock Option Plan [Member] | |
Shares reserved for future issuance | 242,481 |
ESPP [Member] | |
Shares reserved for future issuance | 449 |
STOCKHOLDERS' EQUITY (DEFICIT44
STOCKHOLDERS' EQUITY (DEFICIT) (Schedule of Fair Value Assumptions) (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Nov. 16, 2016 | Mar. 31, 2011 | |
Exercise price | $ 384 | ||||
Issuance Date Tranche One [Member] | |||||
Common stock price | $ 3.44 | ||||
Exercise price | $ 4.40 | ||||
Expected volatility | 112.50% | ||||
Dividend yield | 0.00% | ||||
Risk-free interest rate | 2.03% | ||||
Expected term | 5 years | ||||
Series X Convertible Preferred Stock [Member] | |||||
Exercise price | $ 18.90 | ||||
Series X Convertible Preferred Stock [Member] | Issuance Date Tranche One [Member] | |||||
Common stock price | $ 1.72 | ||||
Exercise price | $ 1.55 | ||||
Expected volatility | 110.00% | ||||
Dividend yield | 0.00% | ||||
Risk-free interest rate | 1.98% | ||||
Expected term | 5 years 6 months |
STOCK-BASED AWARDS (Narrative)
STOCK-BASED AWARDS (Narrative) (Details) - USD ($) $ in Thousands | Jan. 02, 2018 | Apr. 27, 2017 | May 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 16, 2013 | Jan. 01, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Forfeiture adjusted compensation expense | $ 2,600 | |||||||
Forfeiture adjusted compensation, period of recognition | 1 year 10 months 21 days | |||||||
Options granted | 727,265 | 370,019 | 174,065 | |||||
Research and Development [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Non-cash stock-based compensation | $ 944 | |||||||
General and Administrative [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Non-cash stock-based compensation | $ 440 | $ 1,500 | ||||||
Employee Stock Purchase Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Additional shares authorized | 27,344 | |||||||
Option exercise price, minimum percentage of fair market value of share | 85.00% | |||||||
Maximum number of shares of common stock by which the number of shares of stock reserved and available for grant shall be cumulatively increased | 3,906 | |||||||
Maximum percentage increase | 1.00% | |||||||
Discount percentage on issuance of stock | 15.00% | |||||||
Options granted | 0 | |||||||
Employee Stock Purchase Plan [Member] | Subsequent Event [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Additional shares authorized | 31,250 | |||||||
2013 Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation, shares authorized under plan | 781,250 | 218,750 | ||||||
Additional shares authorized | 223,852 | |||||||
Maximum shares allowed to be issued per individual | 93,750 | |||||||
Option exercise price, minimum percentage of fair market value of share | 100.00% | |||||||
Maximum term for options granted under the plan | 10 years | |||||||
Vesting period | 4 years | |||||||
Common stock options available for future grant under stock option plan | 242,481 | |||||||
2013 Plan [Member] | Large Stockholders [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Option exercise price, minimum percentage of fair market value of share | 110.00% | |||||||
Employee Stock Purchase Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based compensation, shares authorized under plan | 1,562 |
STOCK-BASED AWARDS (Schedule of
STOCK-BASED AWARDS (Schedule of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Options | ||||
Balance | 749,517 | 532,014 | 380,073 | |
Options granted | 727,265 | 370,019 | 174,065 | |
Options exercised | (14,599) | (10,029) | ||
Options forfeited | (350,638) | (101,063) | (7,327) | |
Options expired | (60,023) | (36,854) | (4,768) | |
Balance | 1,066,121 | 749,517 | 532,014 | 380,073 |
Ending vested at December 31, 2017 | 501,337 | |||
Vested and expected to vest at December 31, 2017 | 993,495 | |||
Weighted-Average Exercise Price | ||||
Balance | $ 29.82 | $ 38.27 | $ 29.57 | |
Options granted | 1.68 | 26.14 | 56.78 | |
Options exercised | 17.61 | 29.95 | ||
Options forfeited | 31.18 | 57.71 | 31.63 | |
Options expired | 32.35 | 43.17 | 47.15 | |
Balance | 10.04 | 29.82 | 38.27 | $ 29.57 |
Ending vested at December 31, 2017 | 13.44 | |||
Vested and expected to vest at December 31, 2017 | $ 10.27 | |||
Weighted-Average Remaining Contractual Life in Years | ||||
Balance | 8 years 8 months 5 days | 8 years 2 months 8 days | 8 years 5 months 9 days | 8 years 11 months 1 day |
Ending vested at December 31, 2017 | 8 years 1 month 20 days | |||
Vested and expected to vest at December 31, 2017 | 8 years 7 months 21 days | |||
Aggregate Intrinsic Value | ||||
Balance | $ 18 | $ 4,330 | ||
Balance | 18 | 4,330 | ||
Ending vested at December 31, 2017 | 8 | |||
Vested and expected to vest at December 31, 2017 | $ 17 |
STOCK-BASED AWARDS (Schedule 47
STOCK-BASED AWARDS (Schedule of ESPP Activity) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Number of Options | |||
Balance | 749,517 | 532,014 | 380,073 |
Balance | 1,066,121 | 749,517 | 532,014 |
Weighted-Average Exercise Price | |||
Balance | $ 29.82 | $ 38.27 | $ 29.57 |
Balance | $ 10.04 | $ 29.82 | $ 38.27 |
ESPP [Member] | |||
Number of Options | |||
Balance | 8,585 | 6,992 | 10,642 |
Annual increase provision | 3,906 | 3,906 | 3,906 |
One-time increase | 27,344 | ||
Shares issued | (39,386) | (2,313) | (7,556) |
Balance | 449 | 8,585 | 6,992 |
Weighted-Average Exercise Price | |||
Balance | |||
Annual increase provision | |||
One-time increase | |||
Shares issued | 20.4 | 21.01 | 14.62 |
Balance |
STOCK-BASED AWARDS (Schedule 48
STOCK-BASED AWARDS (Schedule of Fair Value Assumptions) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected Volatility | 132.00% | 98.00% | 94.00% |
Dividend Yield | 0.00% | 0.00% | 0.00% |
Risk-Free Interest Rate | 1.90% | 1.51% | 1.70% |
Expected Term (Years) | 6 years 1 month 16 days | 5 years 10 months 25 days | 5 years 11 months 1 day |
Weighted-average fair value per option | $ 1.51 | $ 2.53 | $ 5.40 |
Employee Stock Purchase Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected Volatility | 147.00% | 97.00% | 82.00% |
Dividend Yield | 0.00% | 0.00% | 0.00% |
Risk-Free Interest Rate | 0.64% | 0.38% | 0.08% |
Expected Term (Years) | 6 months | 6 months | 6 months |
Weighted-average fair value per option | $ 0.57 | $ 1.50 | $ 1.04 |
STOCK-BASED AWARDS (Schedule 49
STOCK-BASED AWARDS (Schedule of Additional Information Related to Stock Options) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock-based Awards Summary Of Additional Information Related To Stock Options Details | |||
Intrinsic value of options exercised | $ 177 | $ 140 | |
Proceeds received from the exercise of stock options | $ 257 | $ 299 |
STOCK-BASED AWARDS (Schedule 50
STOCK-BASED AWARDS (Schedule of Options Outstanding by Price Range) (Details) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Options Outstanding | |
Number of Shares | 1,066,121 |
Weighted-Average Remaining Contractual Life (In Years) | 8 years 8 months 5 days |
Options Vested & Exercisable | |
Number of Shares | 501,337 |
Weighted-Average Remaining Contractual Life (In Years) | 8 years 1 month 20 days |
$1.00 - $10.00 [Member] | |
Range of Exercise Price, lower limit | $ / shares | $ 1 |
Range of Exercise Price, upper limit | $ / shares | $ 10 |
Options Outstanding | |
Number of Shares | 694,509 |
Weighted-Average Remaining Contractual Life (In Years) | 9 years 4 months 17 days |
Options Vested & Exercisable | |
Number of Shares | 264,636 |
Weighted-Average Remaining Contractual Life (In Years) | 9 years 3 months 26 days |
$10.01 - $20.00 [Member] | |
Range of Exercise Price, lower limit | $ / shares | $ 10.01 |
Range of Exercise Price, upper limit | $ / shares | $ 20 |
Options Outstanding | |
Number of Shares | 113,943 |
Weighted-Average Remaining Contractual Life (In Years) | 7 years 4 months 20 days |
Options Vested & Exercisable | |
Number of Shares | 81,665 |
Weighted-Average Remaining Contractual Life (In Years) | 7 years 1 month 6 days |
$20.01 - $30.00 [Member] | |
Range of Exercise Price, lower limit | $ / shares | $ 20.01 |
Range of Exercise Price, upper limit | $ / shares | $ 30 |
Options Outstanding | |
Number of Shares | 180,790 |
Weighted-Average Remaining Contractual Life (In Years) | 7 years 10 months 28 days |
Options Vested & Exercisable | |
Number of Shares | 80,711 |
Weighted-Average Remaining Contractual Life (In Years) | 7 years 3 months 26 days |
$30.01 - $40.00 [Member] | |
Range of Exercise Price, lower limit | $ / shares | $ 30.01 |
Range of Exercise Price, upper limit | $ / shares | $ 40 |
Options Outstanding | |
Number of Shares | 74,003 |
Weighted-Average Remaining Contractual Life (In Years) | 6 years 2 months 8 days |
Options Vested & Exercisable | |
Number of Shares | 71,548 |
Weighted-Average Remaining Contractual Life (In Years) | 6 years 1 month 9 days |
$40.01 - $600.00 [Member] | |
Range of Exercise Price, lower limit | $ / shares | $ 40.01 |
Range of Exercise Price, upper limit | $ / shares | $ 600 |
Options Outstanding | |
Number of Shares | 2,876 |
Weighted-Average Remaining Contractual Life (In Years) | 2 years 3 months 4 days |
Options Vested & Exercisable | |
Number of Shares | 2,777 |
Weighted-Average Remaining Contractual Life (In Years) | 2 years 26 days |
STOCK-BASED AWARDS (Schedule 51
STOCK-BASED AWARDS (Schedule of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total employee stock-based compensation | $ 4,379 | $ 6,739 | $ 3,541 | |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total employee stock-based compensation | [1] | 2,234 | 1,795 | 1,453 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total employee stock-based compensation | [2] | $ 2,145 | $ 4,944 | $ 2,088 |
[1] | Included in 2017 research and development expense was approximately $944,000 in non-cash stock-based compensation associated with the cancellation of stock options. | |||
[2] | Included in 2017 and 2016 general and administrative expense was approximately $440,000 and $1.5 million in non-cash stock-based compensation associated with the cancellation of stock options . |
NET LOSS PER SHARE (Schedule of
NET LOSS PER SHARE (Schedule of Net Loss Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Numerator: | ||||
Net loss | $ (26,874) | $ (55,523) | $ (35,220) | |
Deemed dividend attributable to preferred stock | (2,503) | (10,914) | ||
Net loss applicable to common stockholders | $ (29,377) | $ (66,437) | $ (35,220) | |
Denominator: | ||||
Weighted average common shares outstanding | 10,278,391 | 5,163,784 | 4,453,905 | |
Basic and diluted net loss per share | [1] | $ (2.86) | $ (12.87) | $ (7.91) |
[1] | All per share amounts and shares of the Company's common stock issued and outstanding for all periods have been retroactively adjusted to reflect the one-for-eight reverse stock split which became effective April 28, 2017. |
NET LOSS PER SHARE (Schedule 53
NET LOSS PER SHARE (Schedule of Antidilutive Securities) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 12,033,623 | 1,326,621 | 537,153 |
Options To Purchase Common Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 1,066,121 | 749,517 | 532,014 |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 10,940,206 | 274,801 | 5,022 |
Series X preferred stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 27,296 | 572,083 | |
Restricted stock units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities | 117 |
EMPLOYEE BENEFIT PLAN (Details)
EMPLOYEE BENEFIT PLAN (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Benefit Plan Details | |||
Employer contributions | $ 264 | $ 284 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 09, 2018 | Dec. 31, 2014 | |
Domestic loss before income taxes | $ 29,400 | $ 66,400 | $ 35,200 | ||
Increase (decrease) in net valuation allowance for deferred tax assets | (28,900) | 12,000 | 14,300 | ||
Unrecognized tax benefits | $ 1,675 | $ 1,661 | $ 1,268 | $ 999 | |
Federal income tax rate | 34.00% | 34.00% | 34.00% | ||
Deferred tax assets decreased | $ 32,700 | ||||
Write-off net operating loss | 159,900 | ||||
Research and Development credits | 12,600 | ||||
Net operating loss carryforwad | 126,100 | ||||
Amount of loss not subject to limitation | 57,000 | ||||
Amount of loss subject to annual limitation | 69,100 | ||||
Reduction in unrecognized tax benefit related to prior years position | 400 | ||||
Federal [Member] | |||||
Net operating loss carryforwad | 126,090 | ||||
State [Member] | |||||
Net operating loss carryforwad | $ 65,975 | ||||
Subsequent Event [Member] | Federal [Member] | |||||
Net operating loss carryforwad | $ 7,500 | ||||
Subsequent Event [Member] | State [Member] | |||||
Net operating loss carryforwad | $ 6,400 | ||||
Minimum [Member] | |||||
Years open to examination | 2,004 | ||||
Federal income tax rate | 21.00% | ||||
Maximum [Member] | |||||
Years open to examination | 2,017 | ||||
Federal income tax rate | 34.00% |
INCOME TAXES (Schedule of Compo
INCOME TAXES (Schedule of Components of Income Taxes (benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Federal | |||
State | 1 | 1 | 1 |
Foreign | |||
Total current | 1 | 1 | 1 |
Deferred: | |||
Federal | 27,228 | (20,942) | (11,080) |
State | 1,703 | 8,936 | (3,250) |
Foreign | |||
Total deferred | 28,931 | (12,006) | (14,330) |
Valuation allowance | (28,931) | 12,006 | 14,330 |
Total provision for income taxes |
INCOME TAXES (Components of Def
INCOME TAXES (Components of Deferred Tax Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 31,086 | $ 44,909 |
Tax credits | 4,394 | 4,084 |
Intangible assets | 745 | 1,470 |
Capitalized R&D | 26,661 | 40,297 |
Other | 729 | 1,677 |
Total deferred tax assets | 63,615 | 92,437 |
Deferred tax liabilities | ||
Valuation allowance | (63,615) | (92,437) |
Net deferred tax asset |
INCOME TAXES (Reconciliation of
INCOME TAXES (Reconciliation of Effective Tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes Reconciliation Of Effective Tax Rate Details | |||
Statutory rate | 34.00% | 34.00% | 34.00% |
State tax | (4.00%) | (9.00%) | 6.00% |
Tax credit | 3.00% | 1.00% | 2.00% |
Deemed dividend and warrant liability revaluation | 8.00% | (4.00%) | |
Stock based compensation | (7.00%) | (4.00%) | (1.00%) |
Valuation allowance | 98.00% | (18.00%) | (41.00%) |
Expiration of tax attribute due to 382 limitation | (21.00%) | ||
Re-measurement due to change in federal statutory rate | (11100.00%) | 0.00% | 0.00% |
Effective tax rates | 0.00% | 0.00% | 0.00% |
INCOME TAXES (Summary of Net Op
INCOME TAXES (Summary of Net Operating Losses and Carryforwards) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Amount | |
Net operating losses | $ 126,100 |
Federal [Member] | |
Amount | |
Net operating losses | 126,090 |
Tax return credits | $ 2,028 |
Expiration Years | |
Net operating losses | Jan. 1, 2024 |
Tax return credits | Jan. 1, 2032 |
State [Member] | |
Amount | |
Net operating losses | $ 65,975 |
Tax return credits | $ 2,995 |
Expiration Years | |
Net operating losses | Jan. 1, 2028 |
INCOME TAXES (Schedule of Unrec
INCOME TAXES (Schedule of Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes Schedule Of Unrecognized Tax Benefits Details | |||
Balance | $ 1,661 | $ 1,268 | $ 999 |
Additions based on tax positions related to prior years | (378) | (27) | |
Additions based on tax positions related to current year | 392 | 420 | 269 |
Balance | $ 1,675 | $ 1,661 | $ 1,268 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 09, 2018 | Jan. 05, 2018 | Feb. 28, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 16, 2017 | Apr. 28, 2017 | Apr. 21, 2016 | Mar. 31, 2011 | |
Proceeds from units sold | $ 4,850 | $ 12,058 | |||||||||
Common stock, par value per share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Number of shares per warrants | 3,000 | 5,022 | |||||||||
Exercise price of warrants | $ 384 | ||||||||||
Common Stock | |||||||||||
Shares issued | [1] | ||||||||||
2018 Plan [Member] | |||||||||||
Number of reserved shares of common stock for issuance of awards | 6,000,000 | ||||||||||
2018 Plan [Member] | Maximum [Member] | |||||||||||
Number of shares issued to any individual participant as incentive options | 2,000,000 | ||||||||||
Percentage of shares issued to any individual participant as incentive options | 10.00% | ||||||||||
Subsequent Event [Member] | Common Stock | |||||||||||
Proceeds from units sold | $ 3,100 | ||||||||||
Shares issued | 1,308,180 | ||||||||||
Subsequent Event [Member] | Common Stock | Lincoln Park Capital Fund [Member] | |||||||||||
Shares issued | 666,000 | ||||||||||
Subsequent Event [Member] | Class Y Preferred Stock [Member] | |||||||||||
Number of common shares issued in conversion | 2,067,522 | ||||||||||
Shares issued | 2,067,522 | ||||||||||
Share price | $ 1.25 | ||||||||||
Common stock, par value per share | $ 0.001 | ||||||||||
Number of shares per warrants | 1 | ||||||||||
Term of Warrant expired | 5 years | ||||||||||
Subsequent Event [Member] | 2010 ESPP [Member] | |||||||||||
Shares issued | 12,500 | ||||||||||
Shares authorized | 500,000 | ||||||||||
Subsequent Event [Member] | Second closing [Member] | |||||||||||
Proceeds from units sold | $ 11,100 | ||||||||||
Shares issued | 7,625,741 | ||||||||||
Share price | $ 1.25 | ||||||||||
Common stock, par value per share | $ 0.001 | ||||||||||
[1] | All per share amounts and shares of the Company's common stock issued and outstanding for all periods have been retroactively adjusted to reflect the one-for-eight reverse stock split which became effective April 28, 2017. |