Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 01, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | PHARMATHENE, INC | |
Entity Central Index Key | 1,326,190 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | PIP | |
Entity Common Stock, Shares Outstanding | 66,728,568 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 69,106,979 | $ 15,569,813 |
Short-term investments | 66,841,690 | 0 |
Billed accounts receivable | 665,659 | 511,994 |
Unbilled accounts receivable | 912,126 | 963,345 |
Prepaid expenses and other current assets | 509,857 | 181,714 |
Total current assets | 138,036,311 | 17,226,866 |
Property and equipment, net | 153,823 | 233,694 |
Other long-term assets and deferred costs | 0 | 53,384 |
Goodwill | 2,348,453 | 2,348,453 |
Total assets | 140,538,587 | 19,862,397 |
Current liabilities: | ||
Accounts payable | 614,543 | 521,122 |
Accrued expenses and other liabilities | 1,778,193 | 1,248,708 |
Accrued restructuring expenses - current | 173,301 | 381,950 |
Other short-term liabilities | 11,588 | 11,250 |
Current portion of derivative instruments | 1,150,845 | 16,411 |
Total current liabilities | 3,728,470 | 2,179,441 |
Accrued restructuring expenses, less current portion | 0 | 108,641 |
Other long-term liabilities | 427,077 | 433,407 |
Derivative instruments, less current portion | 0 | 491,791 |
Total liabilities | 4,155,547 | 3,213,280 |
Stockholders’ equity: | ||
Common stock, $0.0001 par value; 100,000,000 shares authorized; 66,423,033 and 64,382,086 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 6,642 | 6,438 |
Accumulated other comprehensive income | 12,346 | 0 |
Additional paid-in-capital | 244,035,496 | 240,366,704 |
Accumulated deficit | (107,671,444) | (223,724,025) |
Total stockholders’ equity | 136,383,040 | 16,649,117 |
Total liabilities and stockholders’ equity | $ 140,538,587 | $ 19,862,397 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 66,423,033 | 64,382,086 |
Common stock, shares outstanding | 66,423,033 | 64,382,086 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Contract revenue | $ 993,885 | $ 1,155,839 | $ 4,110,833 | $ 9,374,155 |
Operating expenses: | ||||
Research and development | 1,236,692 | 1,125,865 | 3,409,005 | 3,962,019 |
General and administrative | 3,714,747 | 1,231,035 | 6,343,426 | 5,246,396 |
Restructuring expense | 0 | 422,482 | 0 | 2,519,273 |
Depreciation | 32,235 | 35,005 | 110,371 | 108,798 |
Total operating expenses | 4,983,674 | 2,814,387 | 9,862,802 | 11,836,486 |
Loss from operations | (3,989,789) | (1,658,548) | (5,751,969) | (2,462,331) |
Other income: | ||||
Interest income (expense), net | 25,186 | (9,888) | 25,614 | (48,492) |
Realization of cumulative translation adjustment | 0 | 0 | 0 | (229,192) |
Change in fair value of derivative instruments | (352,057) | 359,796 | (642,643) | 577,426 |
Other income - litigation | 113,566,451 | 0 | 122,461,489 | 0 |
Other income (expense) | 659 | (691) | 6,400 | 6,594 |
Total other income | 113,240,239 | 349,217 | 121,850,860 | 306,336 |
Net income (loss) before income taxes | 109,250,450 | (1,309,331) | 116,098,891 | (2,155,995) |
Income tax provision | (15,437) | (15,437) | (46,310) | (46,310) |
Net income (loss) | $ 109,235,013 | $ (1,324,768) | $ 116,052,581 | $ (2,202,305) |
Basic net income (loss) per share | $ 1.68 | $ (0.02) | $ 1.79 | $ (0.03) |
Diluted net income (loss) per share | $ 1.67 | $ (0.02) | $ 1.79 | $ (0.03) |
Weighted average shares used in calculation of basic net income (loss) per share | 65,001,584 | 64,187,618 | 64,715,647 | 63,858,500 |
Weighted average shares used in calculation of diluted net income (loss) per share | 65,814,765 | 64,187,618 | 65,322,158 | 63,858,500 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net income (loss) | $ 109,235,013 | $ (1,324,768) | $ 116,052,581 | $ (2,202,305) |
Other comprehensive income (loss): | ||||
Unrealized gain on available-for-sale investments | 12,346 | 0 | 12,346 | 0 |
Foreign currency translation adjustments | 0 | 0 | 0 | 336 |
Realization of cumulative translation adjustment included in net loss | 0 | 0 | 0 | 229,192 |
Comprehensive income (loss) | $ 109,247,359 | $ (1,324,768) | $ 116,064,927 | $ (1,972,777) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities | ||
Net income (loss) | $ 116,052,581 | $ (2,202,305) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Realization of cumulative translation adjustment | 0 | 229,192 |
Share-based compensation expense | 1,896,542 | 426,988 |
Change in fair value of derivative instruments | 642,643 | (577,426) |
Depreciation expense | 110,371 | 108,798 |
Deferred income taxes | 46,310 | 46,310 |
Amortization of premium and discount on short-term investments | 18,242 | 0 |
Non-cash interest expense | 13,460 | (51,820) |
Impairment of property and equipment | 0 | 36,981 |
Gain on the disposal of property and equipment | (687) | (7,600) |
Changes in operating assets and liabilities: | ||
Billed accounts receivable | (153,665) | 110,656 |
Unbilled accounts receivable | 51,219 | (362,232) |
Prepaid expenses and other current assets | (328,326) | (9,602) |
Other long-term assets and deferred costs | 53,384 | 0 |
Accounts payable | 93,421 | (85,175) |
Accrued restructuring expenses | (330,750) | 800,769 |
Accrued expenses and other liabilities | 479,749 | 149,438 |
Net cash provided by (used in) operating activities | 118,644,494 | (1,387,028) |
Investing activities | ||
Purchases of available-for-sale investments | (66,847,586) | 0 |
Purchases of property and equipment | (30,500) | (68,277) |
Proceeds from the sale of property and equipment | 687 | 7,600 |
Net cash used in investing activities | (66,877,399) | (60,677) |
Financing activities | ||
Repayment of debt | 0 | (750,007) |
Proceeds from issuance of common stock, including exercise of stock options, net of offering costs | 1,773,343 | 943,601 |
Other | (889) | 0 |
Net cash provided by financing activities | 1,772,454 | 193,594 |
Effects of exchange rates on cash | (2,383) | 169 |
Increase (decrease) in cash and cash equivalents | 53,537,166 | (1,253,942) |
Cash and cash equivalents, at beginning of period | 15,569,813 | 18,643,351 |
Cash and cash equivalents, at end of period | 69,106,979 | 17,389,409 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | $ 0 | $ 108,134 |
Business and Liquidity
Business and Liquidity | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 Business and Liquidity We are a biodefense company engaged in developing a next generation anthrax vaccine. The next generation vaccine is intended to have more rapid time to protection, fewer doses for protection and less stringent requirements for temperature controlled storage and handling than the currently used vaccine. Since 2006, we have been engaged in legal proceedings with SIGA Technologies, Inc. (“SIGA”). On December 23, 2015, the Delaware Supreme Court affirmed the Delaware Court of Chancery’s judgment against SIGA which provides an estimated total award of approximately $ 208.7 122.5 115 7.5 20 On July 20, 2016, the Company and SIGA filed a Joint Motion of Reorganized Debtor and PharmAthene, Inc. to Amend Debtor’s Third Amended Chapter 11 Plan to Extend PharmAthene Allowed Claim Treatment Date (the “Joint Motion”). The Joint Motion was filed with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Joint Motion sought approval of amendments to the Plan to extend the deadline for SIGA to satisfy the judgment from October 19, 2016 to November 30, 2016, conditioned on SIGA’s payment to PharmAthene of $ 100 8.75 10 100 83.7 208.7 During the first half of 2015, we narrowed the scope of our product development programs, reduced our employee headcount and executed other cost reductions. These actions have allowed us to have sufficient cash to recognize the benefit of the SIGA award and advance our anthrax vaccine programs without the need to raise additional capital. During the second half of 2015, we focused our efforts on creating alternatives for settling the SIGA litigation claim and developing business plans around possible alternative outcomes. On September 9, 2014, we signed a contract with the National Institutes of Allergy and Infectious Diseases (“NIAID”) for the development of a next generation lyophilized anthrax vaccine (“SparVax-L”) based on our proprietary technology platform which contributes the recombinant protective antigen (“rPA”) bulk drug substance that is used in the liquid SparVax ® 5.2 6 28.1 On August 5, 2016 the Company filed a formal protest against the Department of Health and Human Services “DHHS” challenging its solicitation for a next-generation Anthrax vaccine provider. According to the protest, filed with the U.S. Government Accountability Office (the “GAO”), the government’s Request for Proposals was written in a way that eliminated competition. The Company spent approximately $ 1 As of September 30, 2016, our cash balance was $ 69.1 66.8 1.6 3.7 90 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2 - Summary of Significant Accounting Policies Our unaudited condensed consolidated financial statements include the accounts of PharmAthene, Inc. and its wholly-owned subsidiary. All significant intercompany transactions and balances have been eliminated in consolidation. Our unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly our financial position, results of operations and cash flows. The condensed consolidated balance sheet at December 31, 2015 has been derived from audited consolidated financial statements at that date. The interim results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and footnote disclosure normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the U.S. Securities and Exchange Commission (the “SEC”). We believe that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited condensed consolidated financial statements are read in conjunction with the Consolidated Financial Statements and Notes included in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC. We currently operate in one business segment. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Our unaudited condensed consolidated financial statements include significant estimates for our share-based compensation, deferred tax assets, liabilities and valuation allowances, and the value of our financial instruments, among other things. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates. The functional currency of our wholly-owned foreign subsidiary, PharmAthene UK Limited, is its local currency. Assets and liabilities of our foreign subsidiary are translated into United States dollars based on exchange rates at the end of the reporting period. Income and expense items are translated at the weighted average exchange rates prevailing during the reporting period. Transaction gains or losses are included in the determination of net loss. In June 2015, we substantially liquidated PharmAthene UK Limited, which we had acquired in 2008. Prior to substantially liquidating the UK subsidiary, currency fluctuations were recorded as foreign currency translation adjustments, a component of other comprehensive income. Cash and cash equivalents are stated at cost which approximates fair value and include investments in money market funds with the U.S. Treasury and government-sponsored enterprise debt securities. We consider all highly liquid instruments with maturities of three months or less when purchased to be cash equivalents. The Company maintains cash balances with financial institutions in excess of insured limits. The Company does not anticipate any losses on such cash balances. Investments are classified as available-for-sale pursuant to the accounting standards for investments in debt securities. Investments with maturities of less than one year are classified as short-term and consist of investment grade U.S. Treasury debt securities and government-sponsored enterprise debt securities, all of which are due within six months. Investments are carried at fair value with unrealized gains and losses included as a component of other comprehensive income (loss), until such gains and losses are realized. If a decline in the fair value is considered other-than-temporary, based on available evidence, the unrealized loss is transferred from other comprehensive income to the statement of operations. Management reviews investments for other-than-temporary impairment whenever the fair value of an investment is less than the amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. We assess the risk of impairment related to securities held in our investment portfolio on a regular basis. There were no investments with a fair value that was significantly lower than the amortized cost basis as of September 30, 2016. Amortized Cost Fair Value September 30, Unrealized September 30, Description 2016 Gains 2016 Cash and cash equivalents: Cash and money market funds $ 14,142,002 $ - $ 14,142,002 Government-sponsored enterprise securities (original maturities within three months) 54,964,977 - 54,964,977 Total cash and cash equivalents $ 69,106,979 $ - $ 69,106,979 Short-term investments: U.S. Treasury securities $ 20,074,630 $ 5,020 $ 20,079,650 Government-sponsored enterprise securities (original maturities within six months) 46,754,714 7,326 46,762,040 Total short-term investments $ 66,829,344 $ 12,346 $ 66,841,690 Total cash, cash equivalents and short-term investments $ 135,936,323 $ 12,346 $ 135,948,669 Our sole customer is NIAID. As of September 30, 2016 and December 31, 2015, the Company’s receivable balances (both billed and unbilled) were comprised solely of receivables from this customer. Goodwill represents the excess of purchase price over the fair value of net identifiable assets associated with acquisitions. We review the recoverability of goodwill annually at the end of our fiscal year and whenever events or changes in circumstances indicate that it is more likely than not that impairment exists. Recoverability of goodwill is reviewed by comparing our market value (as measured by our stock price multiplied by the number of outstanding shares as of the assessment date) to the net book value of our equity. If our market value exceeds our net book value, no further analysis is required. We completed our annual impairment assessment of goodwill on December 31, 2015 and determined that there was no impairment as of that date. Changes in our business strategy or adverse changes in market conditions could impact the impairment analyses and require the recognition of an impairment charge equal to the excess of the carrying value over its estimated fair value. Balance as of Balance as of December 31, Paid Amortized September 30, Description 2015 2016 2016 2016 Accrued severance expense $ 131,822 $ 131,822 $ - $ - Accrued sublease expense 358,769 - 185,468 173,301 Total accrued restructuring expense $ 490,591 $ 131,822 $ 185,468 $ 173,301 Our financial instruments, and/or embedded features contained in those instruments, often are classified as derivative liabilities and are recorded at their fair values. The determination of fair value of these instruments and features requires estimates and judgments. Some of our stock purchase warrants are considered to be derivative liabilities due to the presence of net settlement features and/or non-standard anti-dilution provisions; the fair value of our warrants is determined based on the Black-Scholes option pricing model. Use of the Black-Scholes option pricing model requires the use of unobservable inputs such as the expected term, anticipated volatility and expected dividends. See Note 3 Fair Value Measurements We generate our revenue from a cost-plus-fee contract. Revenues on cost-plus-fee contracts are recognized in an amount equal to the costs incurred during the period plus an estimate of the applicable fee earned. The estimate of the applicable fee earned is determined by reference to the contract: if the contract defines the fee in terms of risk-based milestones and specifies the fees to be earned upon the completion of each milestone, then the fee is recognized when the related milestones are earned, as further described below; otherwise, we estimate the fee earned in a given period by using a proportional performance method based on costs incurred during the period as compared to total estimated project costs and application of the resulting fraction to the total project fee specified in the contract. Under the milestone method of revenue recognition, milestone payments (including milestone payments for fees) contained in research and development arrangements are recognized as revenue when: (i) the milestones are achieved; (ii) no further performance obligations with respect to the milestone exist; (iii) collection is reasonably assured; and (iv) substantive effort was necessary to achieve the milestone. Milestones are considered substantive if all of the following conditions are met: ⋅ it is commensurate with either our performance to meet the milestone or the enhancement of the value of the delivered item or items as a result of a specific outcome resulting from our performance to achieve the milestone, ⋅ it relates solely to past performance, and ⋅ the value of the milestone is reasonable relative to all the deliverables and payment terms (including other potential milestone consideration) within the arrangement. If a milestone is deemed not to be substantive, the Company recognizes the portion of the milestone payment as revenue that correlates to work already performed using the proportional performance method; the remaining portion of the milestone payment is deferred and recognized as revenue as the Company completes its performance obligations. As a result of our revenue recognition policies and the billing provisions contained in our contracts, the timing of customer billings may differ from the timing of recognizing revenue. Amounts invoiced to customers in excess of revenue recognized are reflected on the balance sheet as deferred revenue. Amounts recognized as revenue in excess of amounts billed to customers are reflected on the balance sheet as unbilled accounts receivable. Upon notice of termination of a contract from the government, all related termination costs are expensed. If there is assurance that collection is reasonably assured, then revenue is taken as if the contract was a cost-plus-fee contract. Research and development costs are expensed as incurred; up-front payments are deferred and expensed as performance occurs. Research and development costs include salaries, facilities expense, overhead expenses, material and supplies, preclinical expense, clinical trials and related clinical manufacturing expenses, share-based compensation expense, contract services and other outside services. We expense the estimated fair value of share-based awards granted to employees, non-employee directors and consultants under our stock compensation plans. The fair value of stock options granted to employees and non-employee directors is determined at the grant date using the Black-Scholes option pricing model, which considers, among other factors, the expected life of the award and the expected volatility of our stock price. The value of the award that is ultimately expected to vest is recognized as expense on a straight line basis over the requisite service period. The fair value of stock options granted to consultants is determined at the grant date using the Black-Scholes option pricing model and remeasured at each quarterly reporting date over their requisite service period. The value of the award that is ultimately expected to vest is recognized as expense on a straight line basis over the requisite service period. The fair value of restricted stock grants granted to employees and non-employee directors is determined based on the closing price of our common stock on the award date and is recognized as expense ratably over the requisite service period. The fair value of restricted stock grants granted to consultants is determined based on the closing price of our common stock on the award date, is remeasured at each quarterly reporting date and is recognized as expense ratably over the requisite service period. Employee share-based compensation expense recognized in the three and nine months ended September 30, 2016 and 2015 was calculated based on awards ultimately expected to vest and has been reduced for estimated forfeitures at a rate of approximately 12 Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Research and development $ 83,900 $ 12,034 $ 136,374 $ 85,259 General and administrative 1,463,922 81,723 1,760,168 395,470 Restructuring benefit - - - (53,741) Total share-based compensation expense $ 1,547,822 $ 93,757 $ 1,896,542 $ 426,988 During the third quarter of 2016, 805,994 70,000 200,000 100,000 112,000 117,500 0.6 1.8 As a result of the restructuring and termination of employees, during the nine months ended September 30, 2015, we recognized approximately $ 75,000 129,000 53,741 We account for income taxes using the asset and liability approach, which requires the recognition of future tax benefits or liabilities on the temporary differences between the financial reporting and tax bases of our assets and liabilities. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. We also recognize a tax benefit from uncertain tax positions only if it is “more likely than not” that the position is sustainable based on its technical merits. Our policy is to recognize interest and penalties on uncertain tax positions as a component of income tax expense. Income tax expense was $ 0.02 0.05 62 Income (loss) per share: Basic income (loss) per share is computed by dividing consolidated net income (loss) by the weighted average number of common shares outstanding during the period, excluding unvested restricted stock. For periods of net income when the effects are not anti-dilutive, diluted earnings per share is computed by dividing our net income by the weighted average number of shares outstanding and the dilutive impact of all potentially dilutive common shares, consisting primarily of stock options, unvested restricted stock and stock purchase warrants. The dilutive impact of our potentially dilutive common shares resulting from stock options and stock purchase warrants is determined by applying the treasury stock method. For periods of net loss, diluted loss per share is calculated similarly to basic loss per share because the impact of all potentially dilutive common shares is anti-dilutive due to the net losses. Our unvested restricted shares contain non-forfeitable rights to dividends, and therefore are considered to be participating securities. There were no unvested restricted shares outstanding as of September 30, 2016, and therefore were no participating securities included in the computations. Three months ended Nine months ended September 30, 2016 September 30, 2016 Numerator Net income $ 109,235,013 $ 116,052,581 Net income allocated to participating securities - - Numerator for basic income per share 109,235,013 116,052,581 Incremental allocation of net income to participating securities - - Change in fair value of dilutive warrants 352,057 642,643 Numerator for diluted income per share $ 109,587,070 $ 116,695,224 Denominator Weighted average outstanding common shares for basic income per share 65,001,584 64,715,647 Dilutive effect of stock options 454,803 382,373 Dilutive effect of warrants 358,379 224,137 Denominator for diluted income per share 65,814,766 65,322,157 For the three months ended September 30, 2016, outstanding stock options to purchase approximately 1.3 0.1 For the nine months ended September 30, 2016, outstanding stock options to purchase approximately 1.7 1 A total of approximately 6.0 In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU No. 2014-09”). ASU No. 2014-09 supersedes the previous revenue recognition requirements, along with most existing industry-specific guidance. The guidance requires an entity to review contracts in five steps: 1) identify the contract, 2) identify performance obligations, 3) determine the transaction price, 4) allocate the transaction price, and 5) recognize revenue. The new standard will result in enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenue arising from contracts with customers. In August 2015, the FASB issued guidance approving a one-year deferral, making the standard effective for reporting periods beginning after December 15, 2017, with early adoption permitted only for reporting periods beginning after December 15, 2016. In March 2016, the FASB issued guidance to clarify the implementation guidance on principal versus agent considerations for reporting revenue gross rather than net, with the same deferred effective date. In April 2016, the FASB issued guidance to clarify the identification of performance obligations and licensing arrangements. In May 2016, the FASB issued guidance to clarify the collectability criterion, the presentation of sales taxes and other similar taxes collected from customers, noncash consideration, contract modifications at transition, completed contracts at transition, and required disclosures for entities that retrospectively apply Topic 606 to each prior reporting period. The Company is currently evaluating; however, has not yet determined the impact of adopting ASU No. 2014-09 on our consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements, Going Concern (Subtopic 205-40) which requires management to evaluate on a regular basis whether any conditions or events have arisen that could raise substantial doubt about the entity’s ability to continue as a going concern. The guidance 1) provides a definition for the term “substantial doubt,” 2) requires an evaluation every reporting period, interim periods included, 3) provides principles for considering the mitigating effect of management’s plans to alleviate the substantial doubt, 4) requires certain disclosures if the substantial doubt is alleviated as a result of management’s plans, 5) requires an express statement, as well as other disclosures, if the substantial doubt is not alleviated, and 6) requires an assessment period of one year from the date the financial statements are issued. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the impact, if any, that this new accounting pronouncement will have on its financial statements. In April 2015, the FASB issued ASU No. 2015-05, Intangibles, Goodwill and Other Internal-Use Software which includes guidance as to whether a cloud computing arrangement (e.g., software as a service, platform as a service, infrastructure as a service, and other similar hosting arrangements) includes a software license and, based on that determination, how to account for such arrangements. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance is effective for reporting periods beginning after December 15, 2015, and can be adopted on either a prospective or retrospective basis. The Company adopted this guidance during the first quarter ended March 31, 2016, on a prospective basis. The adoption of this new guidance did not have a material impact on the Company’s financial statements. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes, or ASU No. 2015-17. To simplify the presentation of deferred income taxes, the amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. The amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted. The amendments in this Update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. We are currently evaluating the impact of adopting ASU No. 2015-17 on our consolidated financial statements and plan to adopt the standard as of December 31, 2016. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this Update supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For public companies, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact of adopting ASU No. 2016-02 on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation simplifying the accounting for and financial statement disclosure of stock-based compensation awards. Under the guidance, all excess tax benefits and tax deficiencies related to stock-based compensation awards are to be recognized as income tax expenses or benefits in the income statement and excess tax benefits should be classified along with other income tax cash flows in the operating activities section of the statement of cash flows. Under the guidance, companies can also elect to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. In addition, the guidance amends some of the other stock-based compensation awards guidance to more clearly articulate the requirements and cash flow presentation for withholding shares for tax-withholding purposes. The guidance is effective for reporting periods beginning after December 15, 2016 and early adoption is permitted, though all amendments of the guidance must be adopted in the same period. The adoption of certain amendments of the guidance must be applied prospectively, and adoption of the remaining amendments must be applied either on a modified retrospective basis or retrospectively to all periods presented. We are currently evaluating the impact that this guidance will have on our consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. Credit losses relating to available-for-sale debt securities should be recorded through an allowance for credit losses. For public companies that are SEC filers, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this Update earlier as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact of adopting ASU No. 2016-13 on our consolidated financial statements. In August 2016, the FASB issued amended guidance on the classification of certain cash receipts and cash payments in the statement of cash flows, including debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance, and distributions received from equity method investees. The guidance is effective for reporting periods beginning after December 15, 2017 and early adoption is permitted. The guidance must be adopted on retrospective basis and must be applied to all periods presented, but may be applied prospectively if retrospective application would be impracticable. We are currently evaluating the impact, if any, that this guidance will have on our consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 3 - Fair Value Measurements The carrying amounts of our short-term financial instruments, which primarily include cash and cash equivalents, accounts receivable (billed and unbilled), and accounts payable, approximate their fair values due to their short-term maturities. We define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. We report assets and liabilities that are measured at fair value using a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: ⋅ Level 1 Quoted prices in active markets for identical assets or liabilities. ⋅ Level 2 Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. ⋅ Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. An asset’s or liability’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, we perform a detailed analysis of our assets and liabilities that are measured at fair value. 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. We have segregated our financial assets and liabilities that are measured at fair value into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below. We have no non-financial assets and liabilities that are measured at fair value on a recurring basis. Assets and Liabilities Measured at Fair Value on a Recurring Basis As of September 30, 2016 Level 1 Level 2 Level 3 Balance Financial Assets Cash equivalents $ 13,899,719 $ 54,964,977 $ - $ 68,864,696 Short-term investments - 66,841,690 - 66,841,690 Total financial assets measured at fair value $ 13,899,719 $ 121,806,667 $ - $ 135,706,386 Financial Liabilities Current portion of derivative instruments related to stock purchase warrants $ - $ - $ 1,150,845 $ 1,150,845 Total financial liabilities measured at fair value $ - $ - $ 1,150,845 $ 1,150,845 As of December 31, 2015 Level 1 Level 2 Level 3 Balance Financial Assets Cash equivalents $ 6,430,561 $ - $ - $ 6,430,561 Total financial assets measured at fair value $ 6,430,561 $ - $ - $ 6,430,561 Financial Liabilities Current portion of derivative instruments related to stock purchase warrants $ - $ - $ 16,411 $ 16,411 Non-current portion of derivative instruments related to stock purchase warrants - - 491,791 491,791 Total financial liabilities measured at fair value $ - $ - $ 508,202 $ 508,202 The Company’s cash equivalents are comprised of U.S. Treasury money market funds and government-sponsored enterprise debt securities with original maturities of three months or less when purchased. The Company’s short-term investments are comprised of U.S. Treasury securities and government-sponsored enterprise securities all of which are due within six months. These investments have been initially valued at the transaction price and subsequently valued at the end of each reporting period, utilizing other market observable data. Balance as of Unrealized Balance as of December 31, Losses (Gains) September 30, Description 2015 2016 2016 Derivative liabilities related to stock purchase warrants $ 508,202 $ 642,643 $ 1,150,845 Balance as of Unrealized Balance as of December 31, Losses (Gains) September 30, Description 2014 2015 2015 Derivative liabilities related to stock purchase warrants $ 807,679 $ (577,426) $ 230,253 At September 30, 2016 and 2015, derivative liabilities are comprised of warrants to purchase 903,996 1,775,419 371,423 500,000 Quantitative Information about Level 3 Fair Value Measurements Fair Value at September 30, 2016 Valuation Technique Unobservable Inputs $ 1,150,845 Black-Scholes option pricing model Expected term Expected dividends Anticipated volatility Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis The Company measures its long-lived assets, including, property and equipment and goodwill, at fair value on a non-recurring basis. These assets are recognized at fair value when they are deemed to be other-than-temporarily impaired. (See Note 2- Summary of Significant Accounting Policies |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | Note 4 - Commitments and Contingencies SIGA Litigation In December 2006, we filed a complaint against SIGA in the Delaware Court of Chancery. The complaint alleged, among other things, that we have the right to license exclusively the development and marketing rights for SIGA’s drug candidate, Tecovirimat, also known as ST-246 ® In September 2014, SIGA filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). SIGA’s petition for bankruptcy initiated a process whereby its assets were protected from creditors, including PharmAthene. In January 2015, after years of litigation, the Delaware Court of Chancery issued a Final Order and Judgment, finding that we are entitled to receive a lump sum award of $ 194.6 113.1 81.5 On December 23, 2015, the Delaware Supreme Court affirmed the Delaware Court of Chancery’s decision as a result of which, with additional post-judgment interest, if calculated based on the original decision, we are entitled to an estimated total award of approximately $ 205 As discussed in Note 1 Business and Liquidity i. payment in full in cash of the unpaid balance of our claim plus interest; ii. delivery to us of 100 iii. such other treatment as may be mutually agreed upon in writing by SIGA and PharmAthene and approved by the Bankruptcy Court. On July 20, 2016, the Company and SIGA filed a Joint Motion which sought approval of amendments to the Plan to extend the deadline for SIGA to satisfy the judgment from October 19, 2016 to November 30, 2016, conditioned on SIGA’s payment to PharmAthene of $ 100 8.75 10 100 83.7 208.7 Under the Plan, we received $ 122.5 115 7.5 20 10 From and after the Effective date (April 12, 2016), SIGA computed interest on the outstanding balance of the judgment and has paid us in arrears monthly. The interest was computed at a rate of 8.75% from April 12, 2016 through September 30, 2016 The description of the Plan provided above is a brief summary of the Plan, which includes numerous other covenants, conditions and substantive provisions relating to the operation of the business of SIGA. Copies of the Plan are available from the Bankruptcy Court. For a description of risks related to our ability to recognize value relating to this litigation, see the “Risk Factors” section of our annual report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on March 11, 2016. Other than the cash payments received to date, the Company has not recognized any potential proceeds from these actions in its unaudited condensed consolidated financial statements. Government Contracting Payments to the Company on cost-plus-fee contracts are provisional. The accuracy and appropriateness of costs charged to U.S. Government contracts are subject to regulation, audit and possible disallowance by the Defense Contract Audit Agency (“DCAA”) and other government agencies such as BARDA. Accordingly, costs billed or billable to U.S. Government customers are subject to potential adjustment upon audit by such agencies. We have finalized incurred cost audits with DCAA for 2006 through 2011. BARDA audited indirect costs or rates charged by us on the SparVax ® 5.8 0.8 Changes in government policies, priorities or funding levels through agency or program budget reductions by the U.S. Congress or executive agencies could materially adversely affect the Company’s financial condition or results of operations. Furthermore, contracts with the U.S. Government may be terminated or suspended by the U.S. Government at any time, with or without cause. Such contract suspensions or terminations could result in unreimbursable expenses or charges or otherwise adversely affect the Company’s financial condition and/or results of operations. Registration Rights Agreements We entered into a Registration Rights Agreement with the investors who participated in the July 2009 private placement of convertible notes and related warrants. We subsequently filed two registration statements on Form S-3 with the Securities and Exchange Commission to register the resale of the shares issuable upon conversion of the convertible notes and exercise of the related warrants, which have been declared effective. We are obligated to maintain the registration statements effective until the date when such shares (and any other securities issued or issuable with respect to or in exchange for such shares) have been sold or are eligible for resale without restrictions under Rule 144. The convertible notes were converted or extinguished in 2010. The warrants expired on January 28, 2015 We have separate registration rights agreements with investors, under which we have obligations to keep the corresponding registration statements effective until the registrable securities (as defined in each agreement) have been sold, and under which we may have separate obligations to file registration statements in the future on either a demand or “piggy-back” basis or both. Under the terms of the convertible notes, which were converted or extinguished in 2010, if after the 2nd consecutive business day (other than during an allowable blackout period) on which sales of all of the securities required to be included on the registration statement cannot be made pursuant to the registration statement (a “Maintenance Failure”), we will be required to pay to each selling stockholder a one-time payment of 1.0 0.2 Following a Maintenance Failure, we will also be required to make to each selling stockholder monthly payments of 1.0 0.2 Leases We lease our office in Maryland under a 10 Year Lease Payments (1) 2016 $ 214,147 2017 356,911 $ 571,058 (1) Minimum payments have not been reduced by the minimum sublease rentals of $ 0.1 On September 2, 2015, the Company entered into a sublease agreement with a third party with respect to a portion of its leased office space at an amount less than the Company’s leased amount. The present value of the Company’s remaining net lease liability for the subleased office space (net of the sublease rental income) at September 30, 2016 was $ 0.2 License Agreements On July 6, 2015, we signed a license agreement with ImmunoVaccine Technologies (“IMV”) for the exclusive use of the DepoVax TM |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 5 - Stockholders’ Equity Stockholder Rights Plan On November 25, 2015, the Company’s Board of Directors adopted a stockholder rights plan (“Rights Plan”) in an effort to preserve the value of its net operating loss carry forwards (“NOLs”) under Section 382 of the Internal Revenue Code (the “Code”). The description and terms of the rights are set forth in a Section 382 Rights Agreement, dated as of November 25, 2015 (the “Section 382 Rights Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as Rights Agent. In connection with the adoption of the Rights Plan, on November 25, 2015 (the “Rights Dividend Declaration Date”), the Board declared a non-taxable dividend distribution of one share purchase right (“Right”) for each outstanding share of common stock to the Company’s stockholders of record as of the close of business on December 9, 2015. The Section 382 Rights Plan is intended to act as a deterrent to any person (an “Acquiring Person”) acquiring (together with all affiliates and associates of such person) beneficial ownership of 4.99 0.5 Long-Term Incentive Plan In 2007, the Company’s stockholders approved the 2007 Long-Term Incentive Compensation Plan (the “2007 Plan”) which provides for the granting of incentive and non-qualified stock options, stock appreciation rights, performance units, restricted stock awards and performance bonuses (collectively “awards”) to Company officers and employees. Additionally, the 2007 Plan authorizes the granting of non-qualified stock options and restricted stock awards to Company directors and to independent consultants. In 2008, our stockholders approved amendments to the 2007 Plan, increasing from 3.5 4.6 During the three months ended September 30, 2016, 831,193 805,994 200,000 1,189,214 186,957 852,244 10.3 3.4 Warrants At September 30, 2016 and 2015 there were warrants outstanding to purchase 1,051,358 1,922,781 371,423 500,000 Number of Common Shares Issue Date Exercise Price Expiration Date 100,778 (1) March 2007 $ 3.97 March 2017 903,996 (2) July 2010 $ 1.63 January 2017 46,584 (1) March 2012 $ 1.61 March 2022 1,051,358 (1) These warrants to purchase common stock are classified as equity. (2) Because of the presence of net settlement provisions, these warrants to purchase common stock are classified as derivative liabilities. The fair value of these liabilities (see Note 3 Fair Value Measurements |
Summary of Significant Accoun12
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation Our unaudited condensed consolidated financial statements include the accounts of PharmAthene, Inc. and its wholly-owned subsidiary. All significant intercompany transactions and balances have been eliminated in consolidation. Our unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly our financial position, results of operations and cash flows. The condensed consolidated balance sheet at December 31, 2015 has been derived from audited consolidated financial statements at that date. The interim results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and footnote disclosure normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to instructions, rules and regulations prescribed by the U.S. Securities and Exchange Commission (the “SEC”). We believe that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited condensed consolidated financial statements are read in conjunction with the Consolidated Financial Statements and Notes included in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC. We currently operate in one business segment. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Our unaudited condensed consolidated financial statements include significant estimates for our share-based compensation, deferred tax assets, liabilities and valuation allowances, and the value of our financial instruments, among other things. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation The functional currency of our wholly-owned foreign subsidiary, PharmAthene UK Limited, is its local currency. Assets and liabilities of our foreign subsidiary are translated into United States dollars based on exchange rates at the end of the reporting period. Income and expense items are translated at the weighted average exchange rates prevailing during the reporting period. Transaction gains or losses are included in the determination of net loss. In June 2015, we substantially liquidated PharmAthene UK Limited, which we had acquired in 2008. Prior to substantially liquidating the UK subsidiary, currency fluctuations were recorded as foreign currency translation adjustments, a component of other comprehensive income. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash and cash equivalents are stated at cost which approximates fair value and include investments in money market funds with the U.S. Treasury and government-sponsored enterprise debt securities. We consider all highly liquid instruments with maturities of three months or less when purchased to be cash equivalents. The Company maintains cash balances with financial institutions in excess of insured limits. The Company does not anticipate any losses on such cash balances. |
Investment, Policy [Policy Text Block] | Short-Term Investments Investments are classified as available-for-sale pursuant to the accounting standards for investments in debt securities. Investments with maturities of less than one year are classified as short-term and consist of investment grade U.S. Treasury debt securities and government-sponsored enterprise debt securities, all of which are due within six months. Investments are carried at fair value with unrealized gains and losses included as a component of other comprehensive income (loss), until such gains and losses are realized. If a decline in the fair value is considered other-than-temporary, based on available evidence, the unrealized loss is transferred from other comprehensive income to the statement of operations. Management reviews investments for other-than-temporary impairment whenever the fair value of an investment is less than the amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable period of time. We assess the risk of impairment related to securities held in our investment portfolio on a regular basis. There were no investments with a fair value that was significantly lower than the amortized cost basis as of September 30, 2016. Amortized Cost Fair Value September 30, Unrealized September 30, Description 2016 Gains 2016 Cash and cash equivalents: Cash and money market funds $ 14,142,002 $ - $ 14,142,002 Government-sponsored enterprise securities (original maturities within three months) 54,964,977 - 54,964,977 Total cash and cash equivalents $ 69,106,979 $ - $ 69,106,979 Short-term investments: U.S. Treasury securities $ 20,074,630 $ 5,020 $ 20,079,650 Government-sponsored enterprise securities (original maturities within six months) 46,754,714 7,326 46,762,040 Total short-term investments $ 66,829,344 $ 12,346 $ 66,841,690 Total cash, cash equivalents and short-term investments $ 135,936,323 $ 12,346 $ 135,948,669 Our sole customer is NIAID. As of September 30, 2016 and December 31, 2015, the Company’s receivable balances (both billed and unbilled) were comprised solely of receivables from this customer. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill represents the excess of purchase price over the fair value of net identifiable assets associated with acquisitions. We review the recoverability of goodwill annually at the end of our fiscal year and whenever events or changes in circumstances indicate that it is more likely than not that impairment exists. Recoverability of goodwill is reviewed by comparing our market value (as measured by our stock price multiplied by the number of outstanding shares as of the assessment date) to the net book value of our equity. If our market value exceeds our net book value, no further analysis is required. We completed our annual impairment assessment of goodwill on December 31, 2015 and determined that there was no impairment as of that date. Changes in our business strategy or adverse changes in market conditions could impact the impairment analyses and require the recognition of an impairment charge equal to the excess of the carrying value over its estimated fair value. |
Accrued Restructuring [Policy Text Block] | Accrued Restructuring Balance as of Balance as of December 31, Paid Amortized September 30, Description 2015 2016 2016 2016 Accrued severance expense $ 131,822 $ 131,822 $ - $ - Accrued sublease expense 358,769 - 185,468 173,301 Total accrued restructuring expense $ 490,591 $ 131,822 $ 185,468 $ 173,301 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Our financial instruments, and/or embedded features contained in those instruments, often are classified as derivative liabilities and are recorded at their fair values. The determination of fair value of these instruments and features requires estimates and judgments. Some of our stock purchase warrants are considered to be derivative liabilities due to the presence of net settlement features and/or non-standard anti-dilution provisions; the fair value of our warrants is determined based on the Black-Scholes option pricing model. Use of the Black-Scholes option pricing model requires the use of unobservable inputs such as the expected term, anticipated volatility and expected dividends. See Note 3 Fair Value Measurements |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition We generate our revenue from a cost-plus-fee contract. Revenues on cost-plus-fee contracts are recognized in an amount equal to the costs incurred during the period plus an estimate of the applicable fee earned. The estimate of the applicable fee earned is determined by reference to the contract: if the contract defines the fee in terms of risk-based milestones and specifies the fees to be earned upon the completion of each milestone, then the fee is recognized when the related milestones are earned, as further described below; otherwise, we estimate the fee earned in a given period by using a proportional performance method based on costs incurred during the period as compared to total estimated project costs and application of the resulting fraction to the total project fee specified in the contract. Under the milestone method of revenue recognition, milestone payments (including milestone payments for fees) contained in research and development arrangements are recognized as revenue when: (i) the milestones are achieved; (ii) no further performance obligations with respect to the milestone exist; (iii) collection is reasonably assured; and (iv) substantive effort was necessary to achieve the milestone. Milestones are considered substantive if all of the following conditions are met: ⋅ it is commensurate with either our performance to meet the milestone or the enhancement of the value of the delivered item or items as a result of a specific outcome resulting from our performance to achieve the milestone, ⋅ it relates solely to past performance, and ⋅ the value of the milestone is reasonable relative to all the deliverables and payment terms (including other potential milestone consideration) within the arrangement. If a milestone is deemed not to be substantive, the Company recognizes the portion of the milestone payment as revenue that correlates to work already performed using the proportional performance method; the remaining portion of the milestone payment is deferred and recognized as revenue as the Company completes its performance obligations. As a result of our revenue recognition policies and the billing provisions contained in our contracts, the timing of customer billings may differ from the timing of recognizing revenue. Amounts invoiced to customers in excess of revenue recognized are reflected on the balance sheet as deferred revenue. Amounts recognized as revenue in excess of amounts billed to customers are reflected on the balance sheet as unbilled accounts receivable. Upon notice of termination of a contract from the government, all related termination costs are expensed. If there is assurance that collection is reasonably assured, then revenue is taken as if the contract was a cost-plus-fee contract. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Research and development costs are expensed as incurred; up-front payments are deferred and expensed as performance occurs. Research and development costs include salaries, facilities expense, overhead expenses, material and supplies, preclinical expense, clinical trials and related clinical manufacturing expenses, share-based compensation expense, contract services and other outside services. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-Based Compensation We expense the estimated fair value of share-based awards granted to employees, non-employee directors and consultants under our stock compensation plans. The fair value of stock options granted to employees and non-employee directors is determined at the grant date using the Black-Scholes option pricing model, which considers, among other factors, the expected life of the award and the expected volatility of our stock price. The value of the award that is ultimately expected to vest is recognized as expense on a straight line basis over the requisite service period. The fair value of stock options granted to consultants is determined at the grant date using the Black-Scholes option pricing model and remeasured at each quarterly reporting date over their requisite service period. The value of the award that is ultimately expected to vest is recognized as expense on a straight line basis over the requisite service period. The fair value of restricted stock grants granted to employees and non-employee directors is determined based on the closing price of our common stock on the award date and is recognized as expense ratably over the requisite service period. The fair value of restricted stock grants granted to consultants is determined based on the closing price of our common stock on the award date, is remeasured at each quarterly reporting date and is recognized as expense ratably over the requisite service period. Employee share-based compensation expense recognized in the three and nine months ended September 30, 2016 and 2015 was calculated based on awards ultimately expected to vest and has been reduced for estimated forfeitures at a rate of approximately 12 Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Research and development $ 83,900 $ 12,034 $ 136,374 $ 85,259 General and administrative 1,463,922 81,723 1,760,168 395,470 Restructuring benefit - - - (53,741) Total share-based compensation expense $ 1,547,822 $ 93,757 $ 1,896,542 $ 426,988 During the third quarter of 2016, 805,994 70,000 200,000 100,000 112,000 117,500 0.6 1.8 As a result of the restructuring and termination of employees, during the nine months ended September 30, 2015, we recognized approximately $ 75,000 129,000 53,741 |
Income Tax, Policy [Policy Text Block] | Income Taxes We account for income taxes using the asset and liability approach, which requires the recognition of future tax benefits or liabilities on the temporary differences between the financial reporting and tax bases of our assets and liabilities. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized. We also recognize a tax benefit from uncertain tax positions only if it is “more likely than not” that the position is sustainable based on its technical merits. Our policy is to recognize interest and penalties on uncertain tax positions as a component of income tax expense. Income tax expense was $ 0.02 0.05 62 |
Basic and Diluted Net Loss Per Share, policy [Policy Text Block] | Basic and Diluted Net Income (Loss) Per Share Income (loss) per share: Basic income (loss) per share is computed by dividing consolidated net income (loss) by the weighted average number of common shares outstanding during the period, excluding unvested restricted stock. For periods of net income when the effects are not anti-dilutive, diluted earnings per share is computed by dividing our net income by the weighted average number of shares outstanding and the dilutive impact of all potentially dilutive common shares, consisting primarily of stock options, unvested restricted stock and stock purchase warrants. The dilutive impact of our potentially dilutive common shares resulting from stock options and stock purchase warrants is determined by applying the treasury stock method. For periods of net loss, diluted loss per share is calculated similarly to basic loss per share because the impact of all potentially dilutive common shares is anti-dilutive due to the net losses. Our unvested restricted shares contain non-forfeitable rights to dividends, and therefore are considered to be participating securities. There were no unvested restricted shares outstanding as of September 30, 2016, and therefore were no participating securities included in the computations. Three months ended Nine months ended September 30, 2016 September 30, 2016 Numerator Net income $ 109,235,013 $ 116,052,581 Net income allocated to participating securities - - Numerator for basic income per share 109,235,013 116,052,581 Incremental allocation of net income to participating securities - - Change in fair value of dilutive warrants 352,057 642,643 Numerator for diluted income per share $ 109,587,070 $ 116,695,224 Denominator Weighted average outstanding common shares for basic income per share 65,001,584 64,715,647 Dilutive effect of stock options 454,803 382,373 Dilutive effect of warrants 358,379 224,137 Denominator for diluted income per share 65,814,766 65,322,157 For the three months ended September 30, 2016, outstanding stock options to purchase approximately 1.3 0.1 For the nine months ended September 30, 2016, outstanding stock options to purchase approximately 1.7 1 A total of approximately 6.0 |
Recent Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU No. 2014-09”). ASU No. 2014-09 supersedes the previous revenue recognition requirements, along with most existing industry-specific guidance. The guidance requires an entity to review contracts in five steps: 1) identify the contract, 2) identify performance obligations, 3) determine the transaction price, 4) allocate the transaction price, and 5) recognize revenue. The new standard will result in enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenue arising from contracts with customers. In August 2015, the FASB issued guidance approving a one-year deferral, making the standard effective for reporting periods beginning after December 15, 2017, with early adoption permitted only for reporting periods beginning after December 15, 2016. In March 2016, the FASB issued guidance to clarify the implementation guidance on principal versus agent considerations for reporting revenue gross rather than net, with the same deferred effective date. In April 2016, the FASB issued guidance to clarify the identification of performance obligations and licensing arrangements. In May 2016, the FASB issued guidance to clarify the collectability criterion, the presentation of sales taxes and other similar taxes collected from customers, noncash consideration, contract modifications at transition, completed contracts at transition, and required disclosures for entities that retrospectively apply Topic 606 to each prior reporting period. The Company is currently evaluating; however, has not yet determined the impact of adopting ASU No. 2014-09 on our consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements, Going Concern (Subtopic 205-40) which requires management to evaluate on a regular basis whether any conditions or events have arisen that could raise substantial doubt about the entity’s ability to continue as a going concern. The guidance 1) provides a definition for the term “substantial doubt,” 2) requires an evaluation every reporting period, interim periods included, 3) provides principles for considering the mitigating effect of management’s plans to alleviate the substantial doubt, 4) requires certain disclosures if the substantial doubt is alleviated as a result of management’s plans, 5) requires an express statement, as well as other disclosures, if the substantial doubt is not alleviated, and 6) requires an assessment period of one year from the date the financial statements are issued. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the impact, if any, that this new accounting pronouncement will have on its financial statements. In April 2015, the FASB issued ASU No. 2015-05, Intangibles, Goodwill and Other Internal-Use Software which includes guidance as to whether a cloud computing arrangement (e.g., software as a service, platform as a service, infrastructure as a service, and other similar hosting arrangements) includes a software license and, based on that determination, how to account for such arrangements. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance is effective for reporting periods beginning after December 15, 2015, and can be adopted on either a prospective or retrospective basis. The Company adopted this guidance during the first quarter ended March 31, 2016, on a prospective basis. The adoption of this new guidance did not have a material impact on the Company’s financial statements. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes, or ASU No. 2015-17. To simplify the presentation of deferred income taxes, the amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. The amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted. The amendments in this Update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. We are currently evaluating the impact of adopting ASU No. 2015-17 on our consolidated financial statements and plan to adopt the standard as of December 31, 2016. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this Update supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For public companies, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact of adopting ASU No. 2016-02 on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation simplifying the accounting for and financial statement disclosure of stock-based compensation awards. Under the guidance, all excess tax benefits and tax deficiencies related to stock-based compensation awards are to be recognized as income tax expenses or benefits in the income statement and excess tax benefits should be classified along with other income tax cash flows in the operating activities section of the statement of cash flows. Under the guidance, companies can also elect to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. In addition, the guidance amends some of the other stock-based compensation awards guidance to more clearly articulate the requirements and cash flow presentation for withholding shares for tax-withholding purposes. The guidance is effective for reporting periods beginning after December 15, 2016 and early adoption is permitted, though all amendments of the guidance must be adopted in the same period. The adoption of certain amendments of the guidance must be applied prospectively, and adoption of the remaining amendments must be applied either on a modified retrospective basis or retrospectively to all periods presented. We are currently evaluating the impact that this guidance will have on our consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments affect entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. Credit losses relating to available-for-sale debt securities should be recorded through an allowance for credit losses. For public companies that are SEC filers, the amendments in this Update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this Update earlier as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact of adopting ASU No. 2016-13 on our consolidated financial statements. In August 2016, the FASB issued amended guidance on the classification of certain cash receipts and cash payments in the statement of cash flows, including debt prepayment or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance, and distributions received from equity method investees. The guidance is effective for reporting periods beginning after December 15, 2017 and early adoption is permitted. The guidance must be adopted on retrospective basis and must be applied to all periods presented, but may be applied prospectively if retrospective application would be impracticable. We are currently evaluating the impact, if any, that this guidance will have on our consolidated financial statements. |
Summary of Significant Accoun13
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Cash, Cash Equivalents and Investments [Table Text Block] | Amortized Cost Fair Value September 30, Unrealized September 30, Description 2016 Gains 2016 Cash and cash equivalents: Cash and money market funds $ 14,142,002 $ - $ 14,142,002 Government-sponsored enterprise securities (original maturities within three months) 54,964,977 - 54,964,977 Total cash and cash equivalents $ 69,106,979 $ - $ 69,106,979 Short-term investments: U.S. Treasury securities $ 20,074,630 $ 5,020 $ 20,079,650 Government-sponsored enterprise securities (original maturities within six months) 46,754,714 7,326 46,762,040 Total short-term investments $ 66,829,344 $ 12,346 $ 66,841,690 Total cash, cash equivalents and short-term investments $ 135,936,323 $ 12,346 $ 135,948,669 |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | Balance as of Balance as of December 31, Paid Amortized September 30, Description 2015 2016 2016 2016 Accrued severance expense $ 131,822 $ 131,822 $ - $ - Accrued sublease expense 358,769 - 185,468 173,301 Total accrued restructuring expense $ 490,591 $ 131,822 $ 185,468 $ 173,301 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | Share-based compensation expense for the three and nine months ended September 30, 2016 and 2015 was: Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Research and development $ 83,900 $ 12,034 $ 136,374 $ 85,259 General and administrative 1,463,922 81,723 1,760,168 395,470 Restructuring benefit - - - (53,741) Total share-based compensation expense $ 1,547,822 $ 93,757 $ 1,896,542 $ 426,988 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | A reconciliation of the numerators and denominators of the basic and diluted per share computations for the three and nine months ended September 30, 2016 is as follows (a reconciliation is not required for the three and nine months ended September 30, 2015 since the Company recorded a net loss for those periods): Three months ended Nine months ended September 30, 2016 September 30, 2016 Numerator Net income $ 109,235,013 $ 116,052,581 Net income allocated to participating securities - - Numerator for basic income per share 109,235,013 116,052,581 Incremental allocation of net income to participating securities - - Change in fair value of dilutive warrants 352,057 642,643 Numerator for diluted income per share $ 109,587,070 $ 116,695,224 Denominator Weighted average outstanding common shares for basic income per share 65,001,584 64,715,647 Dilutive effect of stock options 454,803 382,373 Dilutive effect of warrants 358,379 224,137 Denominator for diluted income per share 65,814,766 65,322,157 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value, Option, Quantitative Disclosures [Line Items] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | As of September 30, 2016 Level 1 Level 2 Level 3 Balance Financial Assets Cash equivalents $ 13,899,719 $ 54,964,977 $ - $ 68,864,696 Short-term investments - 66,841,690 - 66,841,690 Total financial assets measured at fair value $ 13,899,719 $ 121,806,667 $ - $ 135,706,386 Financial Liabilities Current portion of derivative instruments related to stock purchase warrants $ - $ - $ 1,150,845 $ 1,150,845 Total financial liabilities measured at fair value $ - $ - $ 1,150,845 $ 1,150,845 As of December 31, 2015 Level 1 Level 2 Level 3 Balance Financial Assets Cash equivalents $ 6,430,561 $ - $ - $ 6,430,561 Total financial assets measured at fair value $ 6,430,561 $ - $ - $ 6,430,561 Financial Liabilities Current portion of derivative instruments related to stock purchase warrants $ - $ - $ 16,411 $ 16,411 Non-current portion of derivative instruments related to stock purchase warrants - - 491,791 491,791 Total financial liabilities measured at fair value $ - $ - $ 508,202 $ 508,202 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table sets forth a summary of changes in the fair value of the Company’s Level 3 liabilities for the nine months ended September 30, 2016 and 2015: Balance as of Unrealized Balance as of December 31, Losses (Gains) September 30, Description 2015 2016 2016 Derivative liabilities related to stock purchase warrants $ 508,202 $ 642,643 $ 1,150,845 Balance as of Unrealized Balance as of December 31, Losses (Gains) September 30, Description 2014 2015 2015 Derivative liabilities related to stock purchase warrants $ 807,679 $ (577,426) $ 230,253 |
Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block] | Quantitative Information about Level 3 Fair Value Measurements Fair Value at September 30, 2016 Valuation Technique Unobservable Inputs $ 1,150,845 Black-Scholes option pricing model Expected term Expected dividends Anticipated volatility |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Remaining annual minimum payments are as follows: Year Lease Payments (1) 2016 $ 214,147 2017 356,911 $ 571,058 (1) Minimum payments have not been reduced by the minimum sublease rentals of $ 0.1 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The warrants outstanding as of September 30, 2016, all of which are exercisable, were as follows: Number of Common Shares Issue Date Exercise Price Expiration Date 100,778 (1) March 2007 $ 3.97 March 2017 903,996 (2) July 2010 $ 1.63 January 2017 46,584 (1) March 2012 $ 1.61 March 2022 1,051,358 (1) These warrants to purchase common stock are classified as equity. (2) Because of the presence of net settlement provisions, these warrants to purchase common stock are classified as derivative liabilities. The fair value of these liabilities (see Note 3 Fair Value Measurements |
Business and Liquidity (Details
Business and Liquidity (Details Textual) - USD ($) | Oct. 06, 2016 | Nov. 30, 2016 | Oct. 19, 2016 | Aug. 31, 2016 | Jul. 20, 2016 | Dec. 23, 2015 | Jan. 31, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 09, 2014 |
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Cash and Cash Equivalents, at Carrying Value | $ 69,106,979 | $ 15,569,813 | $ 17,389,409 | $ 18,643,351 | ||||||||
Billed And Unbilled Accounts Receivable Net | 1,600,000 | |||||||||||
Liabilities, Current, Total | $ 3,728,470 | 2,179,441 | ||||||||||
Initial Fund Value | $ 5,200,000 | |||||||||||
Additional Fund Value | 6,000,000 | |||||||||||
Legal Fees | $ 1,000,000 | |||||||||||
Total Value Of Contracts With Government | $ 28,100,000 | |||||||||||
Distribution Rate Of Cash Proceeds To Stock Holders | 90.00% | |||||||||||
Short-term Investments | $ 66,841,690 | $ 0 | ||||||||||
Loss Contingency, Damages Awarded, Value | $ 194,600,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Proceeds from Legal Settlements | $ 20,000,000 | |||||||||||
Loss Contingency, Damages Awarded, Value | $ 208,700,000 | |||||||||||
SIGA Technologies Inc [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Proceeds From interest On Legal Settlement Claims | 7,500,000 | |||||||||||
Proceeds from Legal Settlements | 122,500,000 | |||||||||||
Legal Settlement Claim Interest Rate On Unpaid Balance | 8.75% | |||||||||||
Litigation Settlement, Amount | $ 100,000,000 | $ 208,700,000 | $ 115,000,000 | |||||||||
SIGA Technologies Inc [Member] | Scenario, Forecast [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Litigation Settlement, Amount | $ 83,700,000 | |||||||||||
SIGA Technologies Inc [Member] | Subsequent Event [Member] | ||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||
Proceeds from Legal Settlements | $ 10,000,000 | 20,000,000 | ||||||||||
Litigation Settlement, Amount | $ 100,000,000 |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Cash and Cash Equivalents [Abstract] | |||||
Cash Equivalents | $ 69,106,979 | $ 69,106,979 | |||
Short-term Investments [Abstract] | |||||
Available-for-sale Securities, Short-term Investments, Amortized Cost, Maturities After 3 Months | 66,829,344 | 66,829,344 | |||
Available-for-sale Securities, Gross Unrealized Gain, Maturities After 3 Months | 12,346 | $ 0 | 12,346 | $ 0 | |
Short-term Investments, Fair Value | 66,841,690 | 66,841,690 | $ 0 | ||
Cash And Cash Equivalents And Short Term Investments Amortized Cost | 135,936,323 | ||||
Cash, Cash Equivalents, and Short-term Investments, Fair Value | 135,948,669 | 135,948,669 | |||
Cash And Money Market Funds [Member] | |||||
Cash and Cash Equivalents [Abstract] | |||||
Cash Equivalents | 14,142,002 | 14,142,002 | |||
US Government Corporations and Agencies Securities [Member] | |||||
Cash and Cash Equivalents [Abstract] | |||||
Cash Equivalents | 54,964,977 | 54,964,977 | |||
Short-term Investments [Abstract] | |||||
Available-for-sale Securities, Short-term Investments, Amortized Cost, Maturities After 3 Months | 46,754,714 | 46,754,714 | |||
Available-for-sale Securities, Gross Unrealized Gain, Maturities After 3 Months | 7,326 | ||||
Short-term Investments, Fair Value | 46,762,040 | 46,762,040 | |||
US Treasury Securities [Member] | |||||
Short-term Investments [Abstract] | |||||
Available-for-sale Securities, Short-term Investments, Amortized Cost, Maturities After 3 Months | 20,074,630 | 20,074,630 | |||
Available-for-sale Securities, Gross Unrealized Gain, Maturities After 3 Months | 5,020 | ||||
Short-term Investments, Fair Value | $ 20,079,650 | $ 20,079,650 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Details 1) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Balance as of December 31, 2015 | $ 490,591 |
Paid 2,016 | 131,822 |
Amortized 2,016 | 185,468 |
Balance as of September 30, 2016 | 173,301 |
Accrued severance expense [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Balance as of December 31, 2015 | 131,822 |
Paid 2,016 | 131,822 |
Amortized 2,016 | 0 |
Balance as of September 30, 2016 | 0 |
Accrued sublease expense [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Balance as of December 31, 2015 | 358,769 |
Paid 2,016 | 0 |
Amortized 2,016 | 185,468 |
Balance as of September 30, 2016 | $ 173,301 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 1,547,822 | $ 93,757 | $ 1,896,542 | $ 426,988 |
Research and development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated Share-based Compensation Expense | 83,900 | 12,034 | 136,374 | 85,259 |
General and administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated Share-based Compensation Expense | 1,463,922 | 81,723 | 1,760,168 | 395,470 |
Restructuring benefit [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 0 | $ 0 | $ 0 | $ (53,741) |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details 3) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Numerator | ||||
Net income | $ 109,235,013 | $ (1,324,768) | $ 116,052,581 | $ (2,202,305) |
Net income allocated to participating securities | 0 | 0 | ||
Numerator for basic income per share | 109,235,013 | 116,052,581 | ||
Incremental allocation of net income to participating securities | 0 | 0 | ||
Change in fair value of dilutive warrants | 352,057 | 642,643 | ||
Numerator for diluted income per share | $ 109,587,070 | $ 116,695,224 | ||
Denominator | ||||
Weighted average outstanding common shares for basic income per share | 65,001,584 | 64,187,618 | 64,715,647 | 63,858,500 |
Dilutive effect of stock options | 454,803 | 382,373 | ||
Dilutive effect of warrants | 358,379 | 224,137 | ||
Denominator for diluted income per share | 65,814,765 | 64,187,618 | 65,322,158 | 63,858,500 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Significant Accounting Policies [Line Items] | ||||
Share Based Compensation Extension Of Exercise Period | $ 75,000 | |||
Share Based Compensation Reversal From Stock Option Forfeitures | 129,000 | |||
Share Based Compensation Reversal Net | $ 53,741 | |||
Share Based Compensation Arrangement By Share Based Payment Award Restricted Stock Units Granted In Period | 117,500 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $ 600,000 | $ 600,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 9 months 18 days | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,000,000 | 6,000,000 | ||
Current Income Tax Expense (Benefit), Total | 20,000 | $ 20,000 | $ 50,000 | $ 50,000 |
Percentage Of Share Based Compensation Forfeitures | 12.00% | 12.00% | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100,000 | 200,000 | 112,000 | |
Deferred Tax Assets, Net | $ 62,000,000 | $ 62,000,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 805,994 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 70,000 | |||
Employee Stock Option [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,300,000 | 1,700,000 | ||
Warrant [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 100,000 | 1,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Assets | ||
Short-term Investments | $ 66,841,690 | $ 0 |
Liabilities | ||
Non-current portion of derivative instruments related to stock purchase warrants | 0 | 491,791 |
Fair Value, Measurements, Recurring [Member] | ||
Assets | ||
Total assets measured at fair value | 135,706,386 | 6,430,561 |
Liabilities | ||
Current portion of derivative instruments related to stock purchase warrants | 1,150,845 | 16,411 |
Non-current portion of derivative instruments related to stock purchase warrants | 491,791 | |
Total liabilities measured at fair value | 1,150,845 | 508,202 |
Fair Value, Measurements, Recurring [Member] | Cash Equivalents [Member] | ||
Assets | ||
Cash Equivalents | 68,864,696 | 6,430,561 |
Fair Value, Measurements, Recurring [Member] | Short Term Investment [Member] | ||
Assets | ||
Short-term Investments | 66,841,690 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets | ||
Total assets measured at fair value | 13,899,719 | 6,430,561 |
Liabilities | ||
Current portion of derivative instruments related to stock purchase warrants | 0 | 0 |
Non-current portion of derivative instruments related to stock purchase warrants | 0 | |
Total liabilities measured at fair value | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Cash Equivalents [Member] | ||
Assets | ||
Cash Equivalents | 13,899,719 | 6,430,561 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | Short Term Investment [Member] | ||
Assets | ||
Short-term Investments | 0 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Assets | ||
Total assets measured at fair value | 121,806,667 | 0 |
Liabilities | ||
Current portion of derivative instruments related to stock purchase warrants | 0 | 0 |
Non-current portion of derivative instruments related to stock purchase warrants | 0 | |
Total liabilities measured at fair value | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Cash Equivalents [Member] | ||
Assets | ||
Cash Equivalents | 54,964,977 | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | Short Term Investment [Member] | ||
Assets | ||
Short-term Investments | 66,841,690 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Assets | ||
Total assets measured at fair value | 0 | 0 |
Liabilities | ||
Current portion of derivative instruments related to stock purchase warrants | 1,150,845 | 16,411 |
Non-current portion of derivative instruments related to stock purchase warrants | 491,791 | |
Total liabilities measured at fair value | 1,150,845 | 508,202 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Cash Equivalents [Member] | ||
Assets | ||
Cash Equivalents | 0 | $ 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | Short Term Investment [Member] | ||
Assets | ||
Short-term Investments | $ 0 |
Fair Value Measurements (Deta24
Fair Value Measurements (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Unrealized Losses (Gains) | $ 352,057 | $ (359,796) | $ 642,643 | $ (577,426) |
Ending Balance | 1,150,845 | 1,150,845 | ||
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Beginning Balance | 508,202 | 807,679 | ||
Unrealized Losses (Gains) | 642,643 | (577,426) | ||
Ending Balance | $ 1,150,845 | $ 230,253 | $ 1,150,845 | $ 230,253 |
Fair Value Measurements (Deta25
Fair Value Measurements (Details 2) | Sep. 30, 2016USD ($) |
Fair Value Measurements [Line Items] | |
Derivatives | $ 1,150,845 |
Fair Value Measurements (Deta26
Fair Value Measurements (Details Textual) - shares | 3 Months Ended | 9 Months Ended | |
Dec. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Fair Value Measurements [Line Items] | |||
Class of Warrant or Right, Outstanding | 1,051,358 | 1,922,781 | |
Class Of Warrant Or Right Outstanding, Warrants Expired | 500,000 | 371,423 | |
Derivative Liabilities [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value Measurements [Line Items] | |||
Class of Warrant or Right, Outstanding | 903,996 | 1,775,419 |
Commitments and Contingencies27
Commitments and Contingencies (Details) | Sep. 30, 2016USD ($) | [1] |
Commitment And Contingencies [Line Items] | ||
2,016 | $ 214,147 | |
2,017 | 356,911 | |
Operating Leases, Future Minimum Payments Due, Total | $ 571,058 | |
[1] | Minimum payments have not been reduced by the minimum sublease rentals of $0.1 million due in the future under noncancellable subleases. |
Commitments and Contingencies28
Commitments and Contingencies (Details Textual) - USD ($) | Oct. 06, 2016 | Apr. 12, 2016 | Nov. 30, 2016 | Oct. 19, 2016 | Jul. 20, 2016 | Dec. 23, 2015 | Jan. 31, 2015 | Sep. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
Commitment And Contingencies [Line Items] | ||||||||||
Loss Contingency, Estimate of Possible Loss | $ 113,100,000 | |||||||||
Loss Contingency, Damages Awarded, Value | 194,600,000 | |||||||||
Litigation Settlement, Expense | $ 81,500,000 | |||||||||
Percentage Of Common Stock Delivered | 100.00% | |||||||||
Litigation Settlement Interest | $ 205,000,000 | |||||||||
Government Contract Receivable, Progress Payments Offset | $ 800,000 | $ 5,800,000 | ||||||||
Operating Lease Term | 10 years | |||||||||
Operating Leases, Rent Expense, Sublease Rentals | $ 100,000 | |||||||||
Restructuring Reserve, Current | 173,301 | $ 381,950 | ||||||||
Subsequent Event [Member] | ||||||||||
Commitment And Contingencies [Line Items] | ||||||||||
Loss Contingency, Damages Awarded, Value | $ 208,700,000 | |||||||||
Proceeds from Legal Settlements | $ 20,000,000 | |||||||||
Sublease Agreement [Member] | ||||||||||
Commitment And Contingencies [Line Items] | ||||||||||
Restructuring Reserve, Current | 200,000 | |||||||||
SIGA Technologies Inc [Member] | ||||||||||
Commitment And Contingencies [Line Items] | ||||||||||
Proceeds from Legal Settlements | 122,500,000 | |||||||||
Legal Settlement Claim, Interest Rate Description | The interest was computed at a rate of 8.75% from April 12, 2016 through September 30, 2016 | |||||||||
Proceeds From interest On Legal Settlement Claims | 7,500,000 | |||||||||
Legal Settlement Claim Interest Rate On Unpaid Balance | 8.75% | |||||||||
Litigation Settlement, Amount | $ 100,000,000 | $ 208,700,000 | $ 115,000,000 | |||||||
SIGA Technologies Inc [Member] | Scenario, Forecast [Member] | ||||||||||
Commitment And Contingencies [Line Items] | ||||||||||
Litigation Settlement, Amount | $ 83,700,000 | |||||||||
SIGA Technologies Inc [Member] | Subsequent Event [Member] | ||||||||||
Commitment And Contingencies [Line Items] | ||||||||||
Proceeds from Legal Settlements | $ 10,000,000 | 20,000,000 | ||||||||
Litigation Settlement, Amount | $ 100,000,000 | |||||||||
Registration Rights Agreements [Member] | ||||||||||
Commitment And Contingencies [Line Items] | ||||||||||
Warrant Expiration Date | Jan. 28, 2015 | |||||||||
Group Three [Member] | ||||||||||
Commitment And Contingencies [Line Items] | ||||||||||
Percentage Of Aggregate Principal Amount Redemption | 1.00% | |||||||||
Notes Payable Aggregate Principal Repayment Amount | $ 200,000 | |||||||||
Group Four [Member] | ||||||||||
Commitment And Contingencies [Line Items] | ||||||||||
Percentage Of Aggregate Principal Amount Redemption | 1.00% | |||||||||
Notes Payable Aggregate Principal Repayment Amount | $ 200,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 9 Months Ended | |
Sep. 30, 2016$ / sharesshares | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Common Shares Underlying Warrants | 1,051,358 | |
3.97 [Member] | Warrant [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Common Shares Underlying Warrants | 100,778 | [1] |
Issue Date | Mar. 1, 2007 | |
Exercise Price | $ / shares | $ 3.97 | |
Expiration Date | Mar. 1, 2017 | |
1.63 [Member] | Derivative Instrument Warrants [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Common Shares Underlying Warrants | 903,996 | [2] |
Issue Date | Jul. 1, 2010 | |
Exercise Price | $ / shares | $ 1.63 | |
Expiration Date | Jan. 1, 2017 | |
1.61 [Member] | Warrant [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of Common Shares Underlying Warrants | 46,584 | [1] |
Issue Date | Mar. 1, 2012 | |
Exercise Price | $ / shares | $ 1.61 | |
Expiration Date | Mar. 1, 2022 | |
[1] | These warrants to purchase common stock are classified as equity. | |
[2] | Because of the presence of net settlement provisions, these warrants to purchase common stock are classified as derivative liabilities. The fair value of these liabilities (see Note 3 Fair Value Measurements) is remeasured at the end of every reporting period and the change in fair value is reported in the accompanying unaudited condensed consolidated statements of operations as other income (expense). |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - shares | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Nov. 25, 2015 | |
Stockholders Equity [Line Items] | ||||||
Beneficial Ownership Percentage Held By Affiliates | 4.99% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Total | 186,957 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 831,193 | 1,189,214 | ||||
Additional Amount to Declare Stockholder as an Acquiring Person Percentage | 0.50% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 100,000 | 200,000 | 112,000 | |||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 805,994 | 852,244 | ||||
Class of Warrant or Right, Outstanding | 1,051,358 | 1,922,781 | 1,051,358 | 1,922,781 | ||
Warrant [Member] | Liability Portion [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
ClassOfWarrantOrRightOutstandingNumberOfSharesExpired | 500,000 | 371,423 | ||||
2007 Long Term Incentive Plan [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 3,500,000 | 3,500,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 10,300,000 | 10,300,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 3,400,000 | 3,400,000 | ||||
2007 Long Term Incentive Plan [Member] | Maximum [Member] | ||||||
Stockholders Equity [Line Items] | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 4,600,000 | 4,600,000 |