Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2015 | Jan. 29, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Biodel Inc | |
Entity Central Index Key | 1,322,505 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 64,148,271 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 |
Current: | ||
Cash and cash equivalents | $ 36,932 | $ 40,845 |
Restricted cash | 21 | |
Prepaid and other assets | 674 | $ 262 |
Total current assets | 37,627 | 41,107 |
Property and equipment, net | 251 | 280 |
Intellectual property, net | 36 | 37 |
Total assets | 37,914 | 41,424 |
Current: | ||
Accounts payable | 335 | 421 |
Accrued expenses: | ||
Clinical trial expenses | 136 | 1 |
Payroll and related | 282 | 863 |
Accounting and legal fees | 324 | 289 |
Other | 335 | $ 234 |
Income taxes payable | 8 | |
Total current liabilities | 1,420 | $ 1,808 |
Common stock warrant liability | 3 | 5 |
Other long term liabilities | 38 | 54 |
Total liabilities | $ 1,461 | $ 1,867 |
Commitments | ||
Stockholders' equity: | ||
Convertible preferred stock, $.01 par value; 50,000,000 shares authorized; 1,909,410 and 0 issued and outstanding | $ 19 | |
Common stock, $.01 par value; 200,000,000 shares authorized; 62,151,202 and 64,148,271 issued and outstanding | $ 641 | 622 |
Additional paid-in capital | 287,323 | 287,212 |
Accumulated deficit | (251,511) | (248,296) |
Total stockholders' equity | 36,453 | 39,557 |
Total liabilities and stockholders' equity | $ 37,914 | $ 41,424 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Sep. 30, 2015 |
Balance Sheets [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 1,909,410 |
Preferred stock, shares outstanding | 0 | 1,909,410 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 64,148,271 | 62,151,202 |
Common stock, shares outstanding | 64,148,271 | 62,151,202 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating expenses: | ||
Research and development | $ 1,594 | $ 3,407 |
General and administrative | 1,632 | 1,833 |
Total operating expenses | 3,226 | 5,240 |
Other (income): | ||
Interest and other income | (17) | (9) |
Adjustment to fair value of common stock warrant liability | (2) | (546) |
Loss before tax provision | (3,207) | (4,685) |
Tax provision | 8 | 2 |
Net loss | $ (3,215) | $ (4,687) |
Net loss per share - basic and diluted | $ (0.05) | $ (0.2) |
Weighted average shares outstanding - basic and diluted | 63,583,137 | 23,435,844 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Stockholders' Equity - 3 months ended Dec. 31, 2015 - USD ($) $ in Thousands | Total | Common Stock $.01 Par Value | Series B Preferred stock $.01 Par Value | Additional Paid in Capital | Accumulated Deficit |
Balance at Sep. 30, 2015 | $ 39,557 | $ 622 | $ 19 | $ 287,212 | $ (248,296) |
Balance (in shares) at Sep. 30, 2015 | 62,151,202 | 1,909,410 | |||
Preferred stock conversion | $ 19 | $ (19) | |||
Preferred stock conversion (in shares) | 1,909,410 | (1,909,410) | |||
RSU's converted to common stock net of taxes withheld | |||||
RSU's converted to common stock net of taxes withheld (in shares) | 87,659 | ||||
Stock-based compensation | $ 111 | $ 111 | |||
Net loss | (3,215) | $ (3,215) | |||
Balance at Dec. 31, 2015 | $ 36,453 | $ 641 | $ 287,323 | $ (251,511) | |
Balance (in shares) at Dec. 31, 2015 | 64,148,271 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (3,215) | $ (4,687) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 30 | 102 |
Stock-based compensation for employees and directors | 111 | 195 |
Adjustment to fair value of common stock warrant liability | (2) | $ (546) |
(Increase) decrease in: | ||
Income taxes receivable | (9) | |
Prepaid expenses and other assets | (403) | $ (579) |
Increase (decrease) in: | ||
Accounts payable | (86) | 263 |
Income taxes payable | 8 | 2 |
Accrued expenses and long term liabilities | (326) | (191) |
Total adjustments | (677) | (754) |
Net cash used in operating activities | (3,892) | $ (5,441) |
Cash flows from financing activities: | ||
Restricted cash | $ (21) | |
Net proceeds from employee stock purchase plan | $ 10 | |
Net proceeds from ATM facility | 100 | |
Net proceeds from equity line | 469 | |
Net cash provided by/(used in) financing activities | $ (21) | 579 |
Net (decrease)/increase in cash and cash equivalents | (3,913) | (4,862) |
Cash and cash equivalents, beginning of period | 40,845 | 24,588 |
Cash and cash equivalents, end of period | $ 36,932 | $ 19,726 |
Cash paid for interest and income taxes was: | ||
Interest | ||
Income taxes | $ 9 | |
Conversion of convertible preferred stock to common stock | $ 19 |
Business and Basis of Presentat
Business and Basis of Presentation | 3 Months Ended |
Dec. 31, 2015 | |
Business and Basis of Presentation [Abstract] | |
Business and Basis of Presentation | 1. Business and Basis of Presentation Business Biodel Inc. and its wholly owned subsidiary (collectively, "Biodel" or the "Company", and formerly Global Positioning Group Ltd.) is a specialty pharmaceutical company located in Danbury, Connecticut. The Company was incorporated in the State of Delaware on December 3, 2003 and commenced operations in January 2004. The Company formed a wholly owned inactive subsidiary in the United Kingdom in October 2011 ("Biodel UK Limited"). In December 2015, the Company announced that its board of directors approved a plan to explore strategic alternatives to further realize value from the Company's pipeline assets while preserving its cash balance to the extent practicable. In January 2016, the Company retained Ladenburg Thalmann & Co. to assist in this process. Also in January 2016, the Company completed a reduction in force of 15 non-executive employees designed to reduce operating expenditures while exploring strategic alternatives. The January 2016 reduction in force is in addition to the ten-person reduction in force we completed in October 2015, which was designed to reduce infrastructure costs and improve efficiency of research and quality-related activities. Basis of Presentation The condensed consolidated financial statements have been prepared by the Company and are unaudited. These condensed consolidated financial statements include Biodel UK Limited. All intercompany balances and transactions have been eliminated. In the opinion of management, the Company has made all adjustments (consisting of normal recurring accruals) necessary to fairly present the financial position and results of operations for the interim periods presented. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") have been consolidated or omitted. These condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2015, filed with the Securities and Exchange Commission on December 22, 2015. The results of operations for the three months ended December 31, 2015 are not necessarily indicative of the operating results for the full fiscal year or any other interim period. |
Restricted Cash
Restricted Cash | 3 Months Ended |
Dec. 31, 2015 | |
Restricted Cash [Abstract] | |
Restricted Cash | 2. Restricted Cash Restricted cash was $21 as of December 31, 2015 and $0 as of September 30, 2015. This amount was held in a money market account held with a bank to secure a credit card purchasing agreement utilized to facilitate employee travel and certain ordinary purchases. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Dec. 31, 2015 | |
Fair Value of Financial Instruments [Abstract] | |
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments The carrying amounts of the Company's financial instruments, which include cash and cash equivalents, and accounts payable, approximate their fair values due to their short term maturities. ASC Topic 820 ("ASC 820") Fair Value Measurements applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, ASC 820 does not require any new fair value measurements. The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. The three levels of inputs used are as follows: Level 1 Level 2 Level 3 As of September 30, 2015 and December 31, 2015, the Company had assets and liabilities that fell under the scope of ASC 820. The Company used the Black-Scholes valuation model to determine the fair value of the Company's warrant liability as of September 30, 2015 and December 31, 2015 for the warrants issued in the May 2011 and June 2012 financings (as defined in Note 8). The Black-Scholes valuation model takes into account, as of the valuation date, factors including the current exercise price, the life of the warrant, the current price of the underlying stock and its expected volatility, expected dividends on the stock, and the risk-free interest rate for the term of the warrant. Accordingly, the Company's fair value measurements of its cash and cash equivalents are classified as a Level 1 input and the warrant liability as a Level 3 input. The fair value of the Company's financial assets and liabilities carried at fair value and measured on a recurring basis are as follows: Description Fair Value at Quoted Prices in Significant Other Significant Assets: Cash and cash equivalents and restricted cash $ 36,953 $ 36,953 $ — $ — Subtotal 36,953 36,953 — — Liabilities: Common stock warrant liability (see Note 8) (3 ) — — (3 ) Subtotal (3 ) — — (3 ) Total $ 36,950 $ 36,953 $ — $ (3 ) Description Fair Value at Quoted Prices in Significant Other Significant Assets: Cash and cash equivalents $ 40,845 $ 40,845 $ — $ — Subtotal 40,845 40,845 — — Liabilities: Common stock warrant liability (see Note 8) (5 ) — — (5 ) Subtotal (5 ) — — (5 ) Total $ 40,840 $ 40,845 $ — $ (5 ) The Company recognizes transfers into and out of the levels indicated above on the actual date of the event or change in circumstances that caused the transfer of change. All changes within Level 3 can be found in the following Level 3 reconciliation table below: Balance at September 30, 2015 $ (5 ) Decrease in fair value of common stock warrant liability 2 Balance at December 31, 2015 $ (3 ) The unrealized gains or losses on the derivative liabilities are recorded as an adjustment to fair value of derivative liabilities in the Company's statement of operations. A financial instrument's level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. At each reporting period, the Company reviews the assets and liabilities that are subject to ASC Topic 815-40. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments which trade infrequently and therefore have little or no price transparency are classified as Level 3. |
Pre-Launch Inventory
Pre-Launch Inventory | 3 Months Ended |
Dec. 31, 2015 | |
Pre-Launch Inventory [Abstract] | |
Pre-Launch Inventory | 4. Pre-Launch Inventory Inventory costs associated with product candidates that have not yet received regulatory approval are capitalized if the Company believes there is probable future commercial use and future economic benefit. If the probability of future commercial use and future economic benefit cannot be reasonably determined, then pre-launch inventory costs associated with such product candidates are expensed as research and development expense during the period the costs are incurred. Because all of its product candidates are in relatively early stages of preclinical or clinical development, the Company currently expenses all purchases of pre-launch inventory as research and development, and expects to continue to do so until it can determine the probability of regulatory approval for the applicable product candidate. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Dec. 31, 2015 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | 5. Stock-Based Compensation In March 2013, the Company's stockholders approved an amendment to and restatement of the Company's 2010 Stock Incentive Plan (as amended and restated the "2010 Plan"). The 2010 Plan replaced the Company's 2004 Stock Incentive Plan and 2005 Non-Employee Directors Stock Option Plan. Stock options are granted at an exercise price equal to the Company's closing stock price on the date of the grant. Stock options vest over a period of up to four years with a contractual life of seven years. The Company estimates the fair value using the Black-Scholes pricing model. The Company uses the following assumptions in its Black Scholes valuation calculations: Risk-free rate Forfeitures Dividends Volatility Expected term In December 2007, the SEC issued SAB No. 110, Share-Based Payment ("SAB No. 110"). SAB No. 110 was effective January 1, 2008 and expresses the views of the Staff of the SEC with respect to extending the use of the simplified method, as discussed in SAB No. 107, in developing an estimate of the expected term of "plain vanilla" share options in accordance with ASC Topic 718. The Company will continue to use the simplified method until it has the historical data necessary to provide a reasonable estimate of expected life in accordance with SAB No. 107, as amended by SAB No. 110. For the expected term, the Company has "plain-vanilla" stock options, and therefore used a simple average of the vesting period and the contractual term for options granted subsequent to January 1, 2006 as permitted by SAB No. 107. The Company expenses ratably over the vesting period the cost of the stock options granted to employees and non-employee directors. The total compensation cost related to options for the three months ended December 31, 2015 was $111. In comparison, the total compensation cost related to options for the three months ended December 31, 2014 was $195. The December 31, 2015 expense includes a modification to extend the option exercise period for employees affected by the October 2015 reduction in force. At December 31, 2015, the total compensation cost related to non-vested options not yet recognized was $992, which will be recognized over the next five years assuming the employees complete their service period for vesting of the options. The following table summarizes the stock option activity during the three months ended December 31, 2015: Number Weighted Weighted Aggregate Outstanding options, September 30, 2015 3,434,597 $ 8.61 5 $ — Forfeited, expired (454,455 ) 24.73 — Outstanding options, December 31, 2015 2,980,142 $ 6.33 4 — Exercisable options, December 31, 2015 1,849,666 $ 9.08 3 $ — The Black-Scholes pricing model assumptions for the options granted during the three months ended December 31, 2014 and 2015 are set forth below: Three Months Ended 2014 2015 Expected life (in years) 4.75 — Expected volatility 69 % - 82% — Expected dividend yield 0 % — Risk-free interest rate 0.96 %-1.62% — Weighted average grant date fair value $ 1.39 — Restricted Stock Units The Company has granted restricted stock units ("RSUs") to executive officers and employees pursuant to the 2010 Plan from time to time. There is no direct cost to the recipients of RSUs, except for any applicable taxes. Each RSU award that was granted to the Company's executive officers and employees represents one share of common stock. Each year following the annual vesting date, between January 1st and March 15th, the Company will issue common stock for each vested RSU. During the period when the RSU is vested but not distributed, the RSUs cannot be transferred and the grantee has no voting rights. If the Company declares a dividend, RSU recipients will receive payment based upon the percentage of RSUs that has vested prior to the date of declaration. The costs of the awards, determined as the fair market value of the shares on the grant date, are expensed per the vesting schedule outlined in the award. Based on historical experience of option cancellations, the Company has estimated an annualized forfeiture rate of 16.37%. Forfeiture rates are adjusted over the requisite service period when actual forfeitures differ, or are expected to differ, from the estimate. Due to the Company's January 2016 RIF, an additional rate of 15% was booked for forfeitures bringing the total for the period to 31.37%. The stock-based compensation expense associated with the RSUs has been recorded in the statement of operations and in additional paid-in-capital on the balance sheets is as follows: Three Months Ended 2014 2015 Stock compensation expense — RSUs $ 34 — The following table summarizes RSU activity from October 1, 2015 through December 31, 2015: Shares Weighted Vested and not distributed balance at October 1, 2015 131,128 $ 1.57 Changes during the period: RSUs granted — — RSUs converted to common stock (131,128 ) 1.57 Vested and not distributed — — Non-vested and outstanding RSU balance at December 31, 2015 — $ — 2005 Employee Stock Purchase Plan The Company's 2005 Employee Stock Purchase Plan (the "Purchase Plan") was adopted by its board of directors and approved by its stockholders on March 20, 2007. The Purchase Plan became effective upon the closing of the Company's initial public offering. The Purchase Plan is intended to qualify as an employee stock purchase plan within the meaning of Section 423 of the Internal Revenue Code. Under the Purchase Plan, eligible employees may contribute up to 15% of their eligible earnings for the period of that offering to be withheld for the purchase of common stock under the Purchase Plan. The employee's purchase price is equal to the lower of: 85% of the fair market value per share on the start date of the offering period in which the employee is enrolled or 85% of the fair market value per share on the semi-annual purchase date. The Purchase Plan imposes a limitation upon a participant's right to acquire common stock if immediately after the purchase the employee would own 5% or more of the total combined voting power or value of the Company's common stock or of any of its affiliates. The Purchase Plan provides for an automatic rollover when the purchase price for a new offering period is lower than previously established purchase price(s). The Purchase Plan also provides for a one-time election that allows an employee the opportunity to enroll into a new offering period when the new offering is higher than their current offering price. This election must be made within 30 days from the start of a new offering period. Offering periods are twenty-seven months in length. The compensation charge/(credit) in connection with the Purchase Plan for the three months ended December 31, 2015 was $0. In comparison, for the three months ended December 31, 2014, the Company expensed $3. An aggregate of 525,000 shares of common stock are reserved for issuance pursuant to purchase rights to be granted to the Company's eligible employees under the Purchase Plan. The Purchase Plan shares are replenished annually on the first day of each calendar year by virtue of an evergreen provision. The provision allows for share replenishment equal to the lesser of 1% of the total number of shares of common stock outstanding on that date or 25,000 shares. As of December 31, 2014 and 2015, a total of 376,262 and 370,382 shares, respectively, were reserved and available for issuance under the Purchase Plan. As of December 31, 2014 and 2015, the Company has issued 123,738 and 154,618 shares, respectively, under the Purchase Plan. |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | 6. Income Taxes The Company accounts for income taxes under FASB ASC 740-10-25 ("ASC 740-10-25"), Accounting for Income Taxes. Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company files U.S. federal and state tax returns and has determined that its major tax jurisdictions are the United States and Connecticut. The tax years through 2015 remain open and subject to examination by the appropriate governmental agencies in the United States and Connecticut. Section 382 of the Internal Revenue Code imposes limitations on the use of U.S. federal net operating losses ("NOLs") if there is more than a 50% change in ownership in the Company within a three-year period. The Company's NOLs will continue to be available to offset taxable income (until such NOLs are either used or expire) subject to the Section 382 annual limitation. If the Section 382 annual limitation amount is not fully utilized in a particular tax year, then the unused portion from that particular tax year will be added to the Section 382 annual limitation in subsequent years. The Company has determined that an ownership change, under Section 382, occurred as of December 31, 2013 and therefore, the ability to utilize its current NOLs is further limited. The Company has approximately $31 million of NOLs, which, if not used, expire beginning in 2025 through 2035. The Company's effective tax rate for the three months ended December 31, 2014 and 2015 was 0% due to the full valuation allowance against the net deferred tax assets and differs from the federal statutory rate of 34% due to net operating losses. A valuation allowance for the full amount of the deferred tax assets has been established as of December 31, 2014 and 2015. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Dec. 31, 2015 | |
Net Loss Per Share [Abstract] | |
Net Loss per Share | 7. Net Loss per Share Basic and diluted net loss per share has been calculated by dividing net loss by the weighted average number of common shares outstanding during the period. All potentially dilutive common shares have been excluded from the calculation of weighted average common shares outstanding, as their inclusion would be anti-dilutive. The amount of options, common shares underlying warrants, common shares issuable upon conversion of preferred stock and RSUs excluded are as follows: Three Months Ended 2014 2015 Common shares underlying warrants issued for common stock 5,006,398 5,006,398 Common shares issuable upon conversion of Series B Preferred Stock 1,950,000 — Stock options 3,462,516 2,980,142 Restricted stock units outstanding 131,128 — |
Financings
Financings | 3 Months Ended |
Dec. 31, 2015 | |
Financings [Abstract] | |
Financings | 8. Financings April 2015 Underwritten Public Offering On April 20, 2015, the Company completed an underwritten public offering of 37,500,000 shares of its common stock, which included the full exercise of the underwriter's option to purchase 4,891,304 shares to cover overallotments, at a price to the public of $0.92 per share. The Company received net proceeds from this offering, after deducting underwriting discounts, commissions and expenses of $32,149. July 2014 Equity Line Purchase Agreement On July 25, 2014, the Company entered into a purchase agreement (the "Purchase Agreement"), together with a registration rights agreement (the "Registration Rights Agreement") with Lincoln Park Capital Fund, LLC ("LPC"). Under the terms, and subject to the conditions of the Purchase Agreement, the Company had the right to sell to LPC, and LPC was obligated to purchase, up to $15 million in shares of common stock, subject to certain limitations, from time to time over the 36-month period commencing on the date that a registration statement, which the Company agreed to file with the SEC pursuant to the Registration Rights Agreement, was declared effective by the SEC and a final prospectus in connection therewith was filed. The Company's registration statement was declared effective on September 2, 2014. The Company was obligated, within twenty (20) calendar days, to file with the SEC an initial Registration Statement covering the maximum number of Registrable Securities permitted to be included thereon in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of such Registrable Securities by LPC under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices), as mutually determined by both the Company and LPC in consultation with their respective legal counsel, subject to the aggregate number of authorized shares of the Company's Common Stock then available for issuance in its Certificate of Incorporation. The Company was required to use its commercially reasonable efforts to keep the Registration Statement effective pursuant to Rule 415 promulgated under the Securities Act and available for the resale by LPC of all of the Registrable Securities covered thereby at all times until the date on which LPC shall have resold all the Registrable Securities covered thereby and no available amount remained under the Purchase Agreement. The Company could direct LPC, at its sole discretion and subject to certain conditions, to purchase up to 150,000 shares of common stock in any business day, increasing to amounts of up to 250,000 shares, depending upon the closing sale price of the common stock. In addition, the Company could direct LPC to purchase additional shares as accelerated purchases if, on the date of a regular purchase, the closing sale price of the common stock was not below $2.50 per share (subject to adjustment). The purchase price of shares of common stock purchased under the Purchase Agreement were based on the prevailing market prices of such shares at the time of sales, but in no event could the Company sell shares to LPC on a day when the closing sale price of the common stock was less than a floor price of $1.50 per share (subject to adjustment). The Company could control the timing and amount of any sales of common stock to LPC under the Purchase Agreement. As consideration for LPC's commitment to purchase shares of common stock pursuant to the Purchase Agreement, the Company issued to LPC 95,000 shares of Common Stock as commitment shares, with a fair market value of $189, which is recorded as the cost of capital in additional paid in capital. In aggregate, the Company has sold 750,000 shares of common stock pursuant to the Purchase Agreement, and received proceeds, net of expenses, of $1,161. On April 14, 2015, the Company provided written notice of termination of the Purchase Agreement pursuant to the terms of the agreement. The termination became effective on April 16, 2015. May 2013 At-the-Market Issuance Sales Agreement In May 2013, the Company entered into an At-the-Market Issuance Sales Agreement (the "Sales Agreement") with MLV & Co. LLC ("MLV"), under which the Company may initially issue and sell shares of common stock having aggregate sales proceeds of up to an additional $3,239 from time to time through MLV as the Company's sales agent. In aggregate, the Company has sold 2,607,535 shares of common stock pursuant to the Sales Agreement and received proceeds, net of sales agent commissions and expenses, of $4,733. June 2012 Private Placement In June 2012, the Company completed a private placement (the "2012 Private Placement") of an aggregate of 4,250,020 shares of the Company's common stock, 3,605,607 shares of the Company's Series B Convertible Preferred Stock and warrants to purchase an aggregate of 2,749,469 shares of common stock at an exercise price of $2.66 per share. For each unit consisting of either a share of common stock or Series B Preferred Stock and a warrant to purchase 0.35 of a share of common stock, the purchasers in the 2012 Private Placement paid a negotiated price of $2.355. The warrants were immediately exercisable and will expire on June 26, 2017, five years from the original issuance date of June 27, 2012. The Company received net proceeds, after deducting placement agents' fees and other transaction expenses, of approximately $17,100 from the 2012 Private Placement. Each share of Series B Preferred Stock is convertible into one share of the Company's common stock at any time at the option of the holder, except that the securities purchase agreement that the Company entered into in connection with the 2012 Private Placement (the "Securities Purchase Agreement") provides that a holder will be prohibited from converting shares of Series B Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 9.98% of the total number of shares of common stock then issued and outstanding. In the event of the Company's liquidation, dissolution or winding up, holders of the Series B Preferred Stock will receive a payment equal to $0.01 per share of Series B Preferred Stock before any proceeds are distributed to the holders of common stock. After the payment of this preferential amount, and subject to the rights of holders of any class or series of capital stock specifically ranking by its terms senior to the Series B Preferred Stock holders of Series B Preferred Stock will participate ratably in the distribution of any remaining assets with the common stock and any other class or series of capital stock that participates with the common stock in such distributions. Shares of Series B Preferred Stock will generally have no voting rights, except as required by law and except that the consent of the holders of a majority of the outstanding Series B Preferred Stock will be required to amend the terms of the Series B Preferred Stock. Holders of Series B Preferred Stock are entitled to receive, and the Company is required to pay, dividends on shares of the Series B Preferred Stock equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends (other than dividends in the form of common stock) actually paid on shares of the common stock when, as and if such dividends (other than dividends in the form of common stock) are paid on shares of the common stock. As of December 31, 2015, all Series B Preferred Stock has been converted into common stock and none is outstanding. As required by the Securities Purchase Agreement, the Company filed a Registration Statement on Form S-3 (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") on July 27, 2012, which was within 30 days after the closing of the 2012 Private Placement. The Registration Statement, which was declared effective on August 13, 2012, registers the resale of the shares of common stock and Series B Preferred Stock issued and sold in the 2012 Private Placement, the shares of common stock issuable upon conversion of the Series B Preferred Stock issued and sold in the 2012 Private Placement, and the shares of common stock issuable upon exercise of the warrants issued and sold in the 2012 Private Placement. Pursuant to the terms of the Securities Purchase Agreement, the Company agreed to pay liquidated damages to the purchasers in the 2012 Private Placement if, after effectiveness of the Registration Statement and subject to certain specified exceptions, the Company suspends the use of the Registration Statement or the Registration Statement ceases to remain continuously effective as to all the securities for which it is required to be effective (each such event, a "Registration Default"). Subject to specified exceptions, for each 30-day period or portion thereof during which a Registration Default remains uncured, the Company is obligated to pay liquidated damages to each purchaser in cash in an amount equal to 1.0% of the aggregate purchase price paid by each such purchaser in the 2012 Private Placement, up to a maximum of 8.0% of such aggregate purchase price. As of the date of these financial statements, the Company does not believe that it is probable that it will be obligated to pay any such liquidated damages. Accordingly, the Company has not established an accrual for liquidated damages. In the event that the Company enters into a merger or change of control transaction, the holders of the warrants issued in the 2012 Private Placement will be entitled to receive consideration as if they had exercised the warrants immediately prior to such transaction, or they may require the Company to purchase the unexercised warrants at the Black-Scholes value (as defined in the warrant) of the warrant on the date of such transaction. The holders have up to 30 days following any such transaction to exercise this right. As a result of this provision, the Company recognizes the warrants as liabilities at their fair value on each reporting date. At December 31, 2015, the fair value of the warrant liability determined utilizing the Black-Scholes valuation model was approximately $3. In comparison, the fair value of the warrant liability at September 30, 2015 was $5. During the three months ended December 31, 2015, the Company recorded an adjustment to fair value of common stock warrant liability of $2 within Other income, to reflect a decrease in the valuation of the warrants from September 30, 2015 to December 31, 2015. The following summarizes the changes in value of the warrant liability from September 30, 2015 through December 31, 2015: Balance at September 30, 2015 $ 5 Decrease in fair value of common stock warrant liability (2 ) Balance at December 31, 2015 $ 3 May 2011 Registered Direct Offering In May 2011, the Company completed a registered direct offering (the "May 2011 Offering") of an aggregate of 3,018,736 shares of the Company's common stock, 1,813,944 shares of the Company's Series A Preferred Stock and warrants to purchase 2,256,929 shares of the Company's common stock. The shares and warrants were sold in units consisting of (i) one share of common stock and (ii) one warrant to purchase 0.1625 of a share of common stock, at an exercise price of $9.92 per share of the Company's common stock. However, one investor also purchased units consisting of one share of Series A Preferred Stock and a warrant to purchase 0.1625 of a share of common stock. No fractional warrants were issued. Each unit was sold at a price of $8.64 per unit. These units were not issued or certificated. The shares and warrants were immediately separated. The warrants will expire on May 17, 2016, five years from the original issuance date of May 18, 2011. The Company received net proceeds, after deducting placement agents' fees and other offering expenses, of approximately $28,000 from the May 2011 Offering. Each share of Series A Preferred Stock was convertible into one quarter of a share of the Company's common stock at any time at the option of the holder, provided that the holder was prohibited from converting the shares of Series A Preferred Stock into shares of the Company's common stock if, as a result of such conversion, the holder, together with its affiliates, would beneficially own more than 9.98% of the total number of shares of the Company's common stock then issued and outstanding. As of December 31, 2015, all Series A Preferred Stock has been converted into common stock and none is outstanding. In the event that the Company enters into a merger or change of control transaction, the holders of the warrants issued in the May 2011 Offering will be entitled to receive consideration as if they had exercised the warrants immediately prior to such transaction, or they may require the Company to purchase the unexercised warrants at the Black-Scholes value (as defined in the warrant) of the warrant on the date of such transaction. As per terms of the warrant, the holders have up to 30 days following any such transaction to exercise this right. As a result of this provision, the Company recognizes the warrants as liabilities at their fair value on each reporting date. At December 31, 2015, the fair value of the warrant liability determined utilizing the Black-Scholes valuation model was approximately $0. In comparison, the fair value of the warrant liability at September 30, 2015 was $0. During the three months ended December 31, 2015, the Company recorded an adjustment to fair value of common stock warrant liability of $0 within Other income, to reflect a decrease in the valuation of the warrants from September 30, 2015 to December 31, 2015. Fair Value Assumptions Used in Accounting for Warrant Liability The Company has determined its warrant liability to be a Level 3 fair value measurement and used the Black-Scholes valuation model to calculate, as of December 31, 2015, the fair value of the warrants issued in the 2012 Private Placement and the May 2011 Offering. As of December 31, 2015, the Company estimated such fair value using the following assumptions: June 2012 Private Placement December 31, 2015 Stock price $ 0.34 Exercise price $ 2.66 Risk-free interest rate 0.65 % Expected remaining term (years) 1.49 Expected volatility 66 % Dividend yield — Warrants outstanding 2,749,469 May 2011 Offering December 31, 2015 Stock price $ 0.34 Exercise price $ 9.92 Risk-free interest rate 0.16 % Expected remaining term (years) 0.38 Expected volatility 106 % Dividend yield — Warrants outstanding 2,256,929 Risk-Free Interest Rate. Term of Warrants. Expected Volatility. Dividend Yield. Participating Securities If at any time the Company grants, issues or sells securities or other property to holders of any class of common stock, the holders of the warrants are entitled to also acquire those same securities as if they held the number of shares of common stock acquirable upon complete exercise of the warrants. As such, given that the warrant holders will participate fully on any dividends or dividend equivalents, the Company determined that the warrants are participating securities and therefore are subject to ASC 260-10-55 earnings per share. These securities were excluded from the three months ended December 31, 2014 and 2015 loss per share calculation since their inclusion would be anti-dilutive. |
Commitments
Commitments | 3 Months Ended |
Dec. 31, 2015 | |
Commitments [Abstract] | |
Commitments | 9. Commitments Leases As of December 31, 2015, the Company leased three facilities in Danbury, Connecticut. The Company extended its lease for laboratory space in January 2016 for three months. This lease provides for annual basic lease payments of $68, plus the annual Consumers Price Index ("CPI") increase for October, not to exceed 6%, plus operating expenses. The Company also extended its lease agreement for additional office space adjacent to its laboratory space in January 2016 for three months. This lease provides for annual basic lease payments of $31, plus the annual CPI increase for October, not to exceed 6%, plus operating expenses. In November 2013, the Company renewed its lease for its corporate office for five years. This lease provides for annual basic lease payments of $388, plus the annual CPI increase for May, not to exceed 6%, plus operating expenses. Rent expense for the three months ended December 31, 2015 was $168. In comparison, rent expense for the three months ended December 31, 2014, was $166. Other Commitments The Company has entered into certain licensing and collaboration agreements for products currently under development. The Company may be obligated in future periods to make additional payments, which would become due and payable only upon the achievement of certain research and development, regulatory, and approval milestones. The specific timing of such milestones cannot be predicted and depend upon future discretionary research and clinical developments, as well as, regulatory agency actions. Further, under the terms of certain agreements the Company may be obligated to pay commercial milestones contingent upon the realization of sales revenues and sublicense revenues. Due to the long range nature of such commercial milestones, they are neither probable at this time nor predictable, and consequently are not considered contingent milestone payment amounts. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events Effective January 26, 2016, Errol B. De Souza, stepped down as President and Chief Executive Officer of the Company and as a member of the board of directors. In connection with Dr. De Souza's departure, in the second fiscal quarter of 2016 the Company recorded an accrual of $1,670 for severance payments in accordance with the terms of Dr. De Souza's employment agreement. Effective January 26, 2016, Gary G. Gemignani, the Company's Chief Financial Officer, was appointed Interim Chief Executive Officer, and Paul S. Bavier, the Company's General Counsel and Chief Administrative Officer, was appointed Interim President. Effective January 31, 2016, the Company completed a reduction in force of 15 non-executive employees, which is intended to reduce the Company's operating expenditures while it explores its strategic alternatives. The Company estimated that it will incur onetime cash severance payments of approximately $1,300 in connection with the reduction in force. Following the reduction in force, the Company estimates that its average operating cash burn will be approximately $1,100 per quarter. |
Fair Value of Financial Instr17
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Fair Value of Financial Instruments [Abstract] | |
Company's financial assets and liabilities carried at fair value and measured on a recurring basis | Description Fair Value at Quoted Prices in Significant Other Significant Assets: Cash and cash equivalents and restricted cash $ 36,953 $ 36,953 $ — $ — Subtotal 36,953 36,953 — — Liabilities: Common stock warrant liability (see Note 8) (3 ) — — (3 ) Subtotal (3 ) — — (3 ) Total $ 36,950 $ 36,953 $ — $ (3 ) ) Description Fair Value at Quoted Prices in Significant Other Significant Assets: Cash and cash equivalents $ 40,845 $ 40,845 $ — $ — Subtotal 40,845 40,845 — — Liabilities: Common stock warrant liability (see Note 8) (5 ) — — (5 Subtotal (5 ) — — (5 ) Total $ 40,840 $ 40,845 $ — $ (5 ) |
Company recognizes transfers into and out of the level 3 | Balance at September 30, 2015 $ (5 ) Decrease in fair value of common stock warrant liability 2 Balance at December 31, 2015 $ (3 ) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Stock-Based Compensation [Abstract] | |
Summary of the stock option activity | Number Weighted Weighted Aggregate Outstanding options, September 30, 2015 3,434,597 $ 8.61 5 $ — Forfeited, expired (454,455 ) 24.73 — Outstanding options, December 31, 2015 2,980,142 $ 6.33 4 — Exercisable options, December 31, 2015 1,849,666 $ 9.08 3 $ — |
Black-Scholes valuation model assumptions | Three Months Ended 2014 2015 Expected life (in years) 4.75 — Expected volatility 69 % - 82% — Expected dividend yield 0 % — Risk-free interest rate 0.96 %-1.62% — Weighted average grant date fair value $ 1.39 — |
Stock-based compensation expense associated with the RSUs | Three Months Ended 2014 2015 Stock compensation expense — RSUs $ 34 — |
Summary of RSU activity | Shares Weighted Vested and not distributed balance at October 1, 2015 131,128 $ 1.57 Changes during the period: RSUs granted — — RSUs converted to common stock (131,128 ) 1.57 Vested and not distributed — — Non-vested and outstanding RSU balance at December 31, 2015 — $ — |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Net Loss Per Share [Abstract] | |
Schedule of Dilutive common shares excluded from the calculation of weighted average common shares outstanding | Three Months Ended 2014 2015 Common shares underlying warrants issued for common stock 5,006,398 5,006,398 Common shares issuable upon conversion of Series B Preferred Stock 1,950,000 — Stock options 3,462,516 2,980,142 Restricted stock units outstanding 131,128 — |
Financings (Tables)
Financings (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Financings [Abstract] | |
Summary of changes in value of the warrant liability in private placement | Balance at September 30, 2015 $ 5 Decrease in fair value of common stock warrant liability (2 ) Balance at December 31, 2015 $ 3 |
Fair value assumptions used in accounting for warrant liability | June 2012 Private Placement December 31, 2015 Stock price $ 0.34 Exercise price $ 2.66 Risk-free interest rate 0.65 % Expected remaining term (years) 1.49 Expected volatility 66 % Dividend yield — Warrants outstanding 2,749,469 May 2011 Offering December 31, 2015 Stock price $ 0.34 Exercise price $ 9.92 Risk-free interest rate 0.16 % Expected remaining term (years) 0.38 Expected volatility 106 % Dividend yield — Warrants outstanding 2,256,929 |
Restricted Cash (Details)
Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 |
Restricted Cash [Abstract] | ||
Restricted cash | $ 21 |
Fair Value of Financial Instr22
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 |
Liabilities: | ||
Common stock warrant liability | $ (3) | $ (5) |
Recurring [Member] | ||
Assets: | ||
Cash and cash equivalents | 36,953 | 40,845 |
Subtotal | 36,953 | 40,845 |
Liabilities: | ||
Common stock warrant liability | (3) | (5) |
Subtotal | (3) | (5) |
Total | 36,950 | 40,840 |
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Assets: | ||
Cash and cash equivalents | 36,953 | 40,845 |
Subtotal | $ 36,953 | $ 40,845 |
Liabilities: | ||
Common stock warrant liability | ||
Subtotal | ||
Total | $ 36,953 | $ 40,845 |
Recurring [Member] | Significant Other Observable Market Inputs (Level 2) [Member] | ||
Assets: | ||
Cash and cash equivalents | ||
Subtotal | ||
Liabilities: | ||
Common stock warrant liability | ||
Subtotal | ||
Total | ||
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Assets: | ||
Cash and cash equivalents | ||
Subtotal | ||
Liabilities: | ||
Common stock warrant liability | $ (3) | $ (5) |
Subtotal | (3) | (5) |
Total | $ (3) | $ (5) |
Fair Value of Financial Instr23
Fair Value of Financial Instruments (Details 1) $ in Thousands | 3 Months Ended |
Dec. 31, 2015USD ($) | |
Reconciliation of Level 3 changes | |
Beginning Balance | $ (5) |
Decrease in fair value of common stock warrant liability | 2 |
Ending Balance | $ (3) |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - Stock options [Member] | 3 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Summary of the stock option activity | |
Beginning balance, Outstanding options, Number | shares | 3,434,597 |
Forfeited, expired, Number | shares | (454,455) |
Ending balance, Outstanding options, Number | shares | 2,980,142 |
Exercisable options, Number | shares | 1,849,666 |
Beginning balance, Outstanding options, Weighted Average Exercise Price | $ / shares | $ 8.61 |
Forfeited, expired, Weighted Average Exercise Price | $ / shares | 24.73 |
Ending balance, Outstanding options, Weighted Average Exercise Price | $ / shares | 6.33 |
Exercisable options, Weighted Average Exercise Price | $ / shares | $ 9.08 |
Beginning balance, Outstanding options, Weighted Average Remaining Contractual Life in Years | 5 years |
Ending balance, Outstanding options, Weighted Average Remaining Contractual Life in Years | 4 years |
Exercisable options, Weighted Average Remaining Contractual Life in Years | 3 years |
Beginning balance, Outstanding options, Aggregate Intrinsic Value | $ | |
Forfeited, expired, Aggregate Intrinsic Value | $ | |
Ending balance, Outstanding options, Aggregate Intrinsic Value | $ | |
Exercisable options, Aggregate Intrinsic Value | $ |
Stock-Based Compensation (Det25
Stock-Based Compensation (Details 1) - $ / shares | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Black-Scholes pricing model assumptions | ||
Expected life (in years) | 4 years 9 months | |
Expected volatility | ||
Expected dividend yield | 0.00% | |
Risk-free interest rate | ||
Weighted average grant date fair value | $ 1.39 | |
Minimum [Member] | ||
Black-Scholes pricing model assumptions | ||
Expected volatility | 69.00% | |
Risk-free interest rate | 0.96% | |
Maximum [Member] | ||
Black-Scholes pricing model assumptions | ||
Expected volatility | 82.00% | |
Risk-free interest rate | 1.62% |
Stock-Based Compensation (Det26
Stock-Based Compensation (Details 2) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Restricted Stock Units [Member] | ||
Stock-based compensation expense associated with the RSUs | ||
Stock compensation expense - RSUs | $ 34 |
Stock-Based Compensation (Det27
Stock-Based Compensation (Details 3) - Restricted Stock Units [Member] | 3 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Summary of RSUs activities | |
Non-vested and outstanding balance | 131,128 |
Non-vested and outstanding balance, Weighted average grant date fair value | $ / shares | $ 1.57 |
Changes During Period [Abstract] | |
RSUs granted, Shares | |
RSUs granted, Weighted average grant date fair value | $ / shares | |
RSUs converted to common stock, Shares | (131,128) |
RSUs converted to common stock, Weighted average grant date fair value | 1.57 |
Vested and not distributed, shares | |
Vested and not distributed, weighted average grant date fair value | $ / shares | |
Non-vested and outstanding balance | |
Non-vested and outstanding balance, Weighted average grant date fair value | $ / shares |
Stock-Based Compensation (Det28
Stock-Based Compensation (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
2010 Stock Incentive Plan [Member] | ||
Stock-Based Compensation (Textual) | ||
Vesting period | 5 years | |
Contractual life of option granted | 7 years | |
Compensation cost related to employees and directors | $ 111 | $ 195 |
Total compensation cost related to non-vested options not yet recognized | $ 992 | |
2010 Restricted Stock Units [Member] | ||
Stock-Based Compensation (Textual) | ||
Annual forfeiture rate for employee | 16.37% | |
2010 Restricted Stock Units [Member] | 2016 RIF [Member] | ||
Stock-Based Compensation (Textual) | ||
Annual forfeiture rate for employee | 31.37% | |
Additional annual forfeiture rate for employee | 15.00% | |
2005 Employee Stock Purchase Plan [Member] | ||
Stock-Based Compensation (Textual) | ||
Contribution by eligible employees under purchase plan | 15.00% | |
Description of purchase price | Lower of: 85% of the fair market value per share on the start date of the offering period in which the employee is enrolled or 85% of the fair market value per share on the semi-annual purchase date. | |
Limitation upon a participant's right to acquire common stock | 5% or more | |
Length of offering period | 27 months | |
Maximum period within which election must be made | 30 days | |
Compensation charge/(credit) in connection with purchase plan | $ 0 | $ 3 |
Common stock reserved for issuance pursuant to purchase rights to be granted | 525,000 | |
Provision for share replenishment | Lesser of 1% of the total number of shares of common stock outstanding on that date or 25,000 shares. | |
Shares reserved and available for issuance under purchase plan | 370,382 | 376,262 |
Total shares issued under purchase plan | 154,618 | 123,738 |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | 3 Months Ended |
Dec. 31, 2015USD ($) | |
Income Taxes [Abstract] | |
Limitations of federal research and development credit carryovers | if there is more than a 50% change in ownership in the Company within a three-year period |
Net operating loss | $ 31 |
Expiration of net operating loss carryforwards | Expire beginning in 2025 through 2035. |
Effective tax rate | 0.00% |
Federal statutory rate | 34.00% |
Net Loss per Share (Details)
Net Loss per Share (Details) - shares | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Common shares underlying warrants issued for common stock [Member] | ||
Dilutive common shares excluded from the calculation of weighted average common shares outstanding | ||
Amount of options, warrants, preferred stock and RSUs | 5,006,398 | 5,006,398 |
Common shares issuable upon conversion of Series B Preferred Stock [Member] | ||
Dilutive common shares excluded from the calculation of weighted average common shares outstanding | ||
Amount of options, warrants, preferred stock and RSUs | 1,950,000 | |
Stock options [Member] | ||
Dilutive common shares excluded from the calculation of weighted average common shares outstanding | ||
Amount of options, warrants, preferred stock and RSUs | 2,980,142 | 3,462,516 |
Restricted stock units [Member] | ||
Dilutive common shares excluded from the calculation of weighted average common shares outstanding | ||
Amount of options, warrants, preferred stock and RSUs | 131,128 |
Financings (Details)
Financings (Details) $ in Thousands | 3 Months Ended |
Dec. 31, 2015USD ($) | |
Financings [Abstract] | |
Beginning Balance | $ 5 |
Decrease in fair value of common stock warrant liability | (2) |
Ending Balance | $ 3 |
Financings (Details 1)
Financings (Details 1) | 3 Months Ended |
Dec. 31, 2015$ / sharesshares | |
June 2012 Financing [Member] | |
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | |
Stock price | $ 0.34 |
Exercise price | $ 2.66 |
Risk-free interest rate | 0.65% |
Expected remaining term (years) | 1 year 5 months 27 days |
Expected volatility | 66.00% |
Dividend yield | |
Warrants outstanding | shares | 2,749,469 |
May 2011 Offering [Member] | |
Fair Value Assumptions and Methodology for Assets and Liabilities [Abstract] | |
Stock price | $ 0.34 |
Exercise price | $ 9.92 |
Risk-free interest rate | 0.16% |
Expected remaining term (years) | 4 months 17 days |
Expected volatility | 106.00% |
Dividend yield | |
Warrants outstanding | shares | 2,256,929 |
Financings (Details Textual)
Financings (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||||
Apr. 20, 2015 | Jul. 25, 2014 | May. 31, 2013 | Jun. 27, 2012 | May. 31, 2011 | Dec. 31, 2015 | Sep. 30, 2015 | |
Financing (Textual) | |||||||
Fair value of warrant liability | $ 3 | $ 5 | |||||
Adjustment to fair value of common stock warrant liability | $ (2) | ||||||
Common Stock [Member] | |||||||
Financing (Textual) | |||||||
Number of shares issued in transaction | 750,000 | ||||||
Proceeds from sale of stock | $ 1,161 | ||||||
April 2015 Underwritten Public Offering [Member] | |||||||
Financing (Textual) | |||||||
Number of shares issued in transaction | 37,500,000 | ||||||
Sale of stock, price per share | $ 0.92 | ||||||
Option to purchase shares | 4,891,304 | ||||||
Proceeds from sale of stock | $ 32,149 | ||||||
July 2014 Equity Line Purchase Agreement [Member] | |||||||
Financing (Textual) | |||||||
Purchase obligation in shares of common stock | $ 15,000 | ||||||
Term of purchase agreement | 36 months | ||||||
Stock issued as commitment shares | 95,000 | ||||||
Stock issued as commitment shares, fair value | $ 189 | ||||||
Purchase agreement, description | The Company's registration statement was declared effective on September 2, 2014. The Company was obligated, within twenty (20) calendar days. | ||||||
July 2014 Equity Line Purchase Agreement [Member] | Minimum [Member] | |||||||
Financing (Textual) | |||||||
Number of shares issued in transaction | 150,000 | ||||||
Sale of stock, price per share | $ 1.50 | ||||||
July 2014 Equity Line Purchase Agreement [Member] | Maximum [Member] | |||||||
Financing (Textual) | |||||||
Number of shares issued in transaction | 250,000 | ||||||
Sale of stock, price per share | $ 2.50 | ||||||
May 2013 At-the-Market Issuance Sales Agreement [Member] | |||||||
Financing (Textual) | |||||||
Proceeds from sale of stock | $ 3,239 | ||||||
May 2013 At-the-Market Issuance Sales Agreement [Member] | MLV & Co. LLC [Member] | |||||||
Financing (Textual) | |||||||
Number of shares issued in transaction | 2,607,535 | ||||||
Proceeds from sale of stock | $ 4,733 | ||||||
June 2012 Private Placement [Member] | |||||||
Financing (Textual) | |||||||
Sale of stock, price per share | $ 2.355 | ||||||
Negotiated price terms | For each unit consisting of either a share of common stock or Series B Preferred Stock and a warrant to purchase 0.35 of a share of common stock, the purchasers in the 2012 Private Placement paid a negotiated price of $2.355. | ||||||
Warrant exercise price | $ 2.66 | ||||||
Warrants Issuance Date | Jun. 27, 2012 | ||||||
Warrants expiration date | Jun. 26, 2017 | ||||||
Warrants expiration period | 5 years | ||||||
Net proceeds from issuance of Common stock and warrant | $ 17,100 | ||||||
Warrants issued to purchase common stock | 2,749,469 | ||||||
Mimimum benefit owned by holder on conversion of preferred stock | 9.98% | ||||||
Per share payment to preferred stock holder before common stock | $ 0.01 | ||||||
Voting rights of preferred stock | No voting rights | ||||||
Period of filing of registration statement | Within 30 days after the closing of the 2012 Private Placement. | ||||||
Declaration date of registration statement | Aug. 13, 2012 | ||||||
Minimum percentage of purchase price company obligated to pay as liquidated damages | 1.00% | ||||||
Maximum percentage of purchase price company obligated to pay as liquidated damages | 8.00% | ||||||
Follow up period of holders to pay consideration | 30 days | ||||||
Convertible preferred stock, terms of conversion | Each share of Series B Preferred Stock is convertible into one share of the Company's common stock at any time at the option of the holder, except that the securities purchase agreement that the Company entered into in connection with the 2012 Private Placement (the "Securities Purchase Agreement") provides that a holder will be prohibited from converting shares of Series B Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own more than 9.98% of the total number of shares of common stock then issued and outstanding. In the event of the Company's liquidation, dissolution or winding up, holders of the Series B Preferred Stock will receive a payment equal to $0.01 per share of Series B Preferred Stock before any proceeds are distributed to the holders of common stock. After the payment of this preferential amount, and subject to the rights of holders of any class or series of capital stock specifically ranking by its terms senior to the Series B Preferred Stock holders of Series B Preferred Stock will participate ratably in the distribution of any remaining assets with the common stock and any other class or series of capital stock that participates with the common stock in such distributions. Shares of Series B Preferred Stock will generally have no voting rights, except as required by law and except that the consent of the holders of a majority of the outstanding Series B Preferred Stock will be required to amend the terms of the Series B Preferred Stock. Holders of Series B Preferred Stock are entitled to receive, and the Company is required to pay, dividends on shares of the Series B Preferred Stock equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends (other than dividends in the form of common stock) actually paid on shares of the common stock when, as and if such dividends (other than dividends in the form of common stock) are paid on shares of the common stock. As of December 31, 2015, all Series B Preferred Stock has been converted into common stock and none is outstanding. | ||||||
Fair value of warrant liability | 3 | 5 | |||||
June 2012 Private Placement [Member] | Series B Preferred Stock [Member] | |||||||
Financing (Textual) | |||||||
Common shares issued after conversion of preferred stock | 1 | ||||||
June 2012 Private Placement [Member] | Private Placement [Member] | Common Stock [Member] | |||||||
Financing (Textual) | |||||||
Number of shares issued in transaction | 4,250,020 | ||||||
June 2012 Private Placement [Member] | Private Placement [Member] | Series B Preferred Stock [Member] | |||||||
Financing (Textual) | |||||||
Number of shares issued in transaction | 3,605,607 | ||||||
May 2011 Registered Direct Offering [Member] | |||||||
Financing (Textual) | |||||||
Sale of stock, price per share | $ 8.64 | ||||||
Warrant exercise price | $ 9.92 | ||||||
Warrants Issuance Date | May 18, 2011 | ||||||
Warrants expiration date | May 17, 2016 | ||||||
Warrants expiration period | 5 years | ||||||
Net proceeds from issuance of Common stock and warrant | $ 28,000 | ||||||
Mimimum benefit owned by holder on conversion of preferred stock | 9.98% | ||||||
Follow up period of holders to pay consideration | 30 days | ||||||
Fair value of warrant liability | 0 | $ 0 | |||||
Adjustment to fair value of common stock warrant liability | $ 0 | ||||||
Conversion of stock, description | (i) one share of common stock and (ii) one warrant to purchase 0.1625 of a share of common stock, at an exercise price of $9.92 per share of the Company's common stock. | ||||||
Warrants issued to purchase common stock | 2,256,929 | ||||||
May 2011 Registered Direct Offering [Member] | Common Stock [Member] | |||||||
Financing (Textual) | |||||||
Number of shares issued in transaction | 3,018,736 | ||||||
May 2011 Registered Direct Offering [Member] | Series A Preferred Stock [Member] | |||||||
Financing (Textual) | |||||||
Number of shares issued in transaction | 1,813,944 |
Commitments (Details)
Commitments (Details) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015USD ($)Facility | Dec. 31, 2014USD ($) | |
Commitments (Textual) | ||
Number of facilities leased | Facility | 3 | |
Lease expenses | $ 168 | $ 166 |
Laboratory Space [Member] | ||
Commitments (Textual) | ||
Leases amendment description | lease provides for annual basic lease payments of $68, plus the annual Consumers Price Index ("CPI") increase for October, not to exceed 6%, plus operating expenses. | |
Annual basic lease payments plus operating expenses | $ 68 | |
Percentage of increase in annual Consumers Price Index (CPI) | 6.00% | |
Office Space [Member] | ||
Commitments (Textual) | ||
Leases amendment description | lease provides for annual basic lease payments of $31, plus the annual CPI increase for October, not to exceed 6%, plus operating expenses. | |
Annual basic lease payments plus operating expenses | $ 31 | |
Percentage of increase in annual Consumers Price Index (CPI) | 6.00% | |
Corporate Office [Member] | ||
Commitments (Textual) | ||
Additionally period for renewal of lease | 5 years | |
Leases amendment description | lease provides for annual basic lease payments of $388, plus the annual CPI increase for May, not to exceed 6%, plus operating expenses. | |
Annual basic lease payments plus operating expenses | $ 388 | |
Percentage of increase in annual Consumers Price Index (CPI) | 6.00% |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | 1 Months Ended |
Jan. 31, 2016USD ($)NonExecutiveEmployee | |
Subsequent Event [Line Items] | |
Non-executive employees | NonExecutiveEmployee | 15 |
Severance payments | $ 1,300 |
Average operating cash | 1,100 |
Dr De Souza [Member] | |
Subsequent Event [Line Items] | |
Accrued liabilities | $ 1,670 |
Onetime payment |