Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 02, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | ISCO | ||
Entity Registrant Name | International Stem Cell CORP | ||
Entity Central Index Key | 1,355,790 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 6,189,633 | ||
Entity Public Float | $ 2,626,488 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Cash and cash equivalents | $ 304 | $ 110 |
Accounts receivable, net of allowance for doubtful accounts of $12 | 465 | 574 |
Inventory, net | 1,307 | 1,390 |
Prepaid expenses and other current assets | 779 | 418 |
Total current assets | 2,855 | 2,492 |
Non-current inventory | 692 | 615 |
Property and equipment, net | 321 | 396 |
Intangible assets, net | 2,922 | 3,484 |
Deposits and other assets | 74 | 58 |
Total assets | 6,864 | 7,045 |
Liabilities and Stockholders' Equity | ||
Accounts payable | 830 | 841 |
Accrued liabilities | 607 | 465 |
Advances | 250 | 250 |
Fair value of warrant liability | 3,113 | 2,045 |
Total current liabilities | 4,800 | 3,601 |
Commitments and contingencies (Note 10) | ||
Stockholders' Equity | ||
Common stock | 6 | 4 |
Additional paid-in capital | 106,585 | 101,898 |
Accumulated deficit | (104,532) | (98,463) |
Total stockholders' equity | 2,064 | 3,444 |
Total liabilities and stockholders' equity | 6,864 | 7,045 |
Series B Preferred Stock [Member] | ||
Stockholders' Equity | ||
Convertible Preferred stock | ||
Series D Preferred Stock [Member] | ||
Stockholders' Equity | ||
Convertible Preferred stock | ||
Series I-1 Preferred Stock [Member] | ||
Stockholders' Equity | ||
Convertible Preferred stock | ||
Series G Preferred Stock [Member] | ||
Stockholders' Equity | ||
Convertible Preferred stock | 5 | 5 |
Series I-2 Preferred Stock [Member] | ||
Stockholders' Equity | ||
Convertible Preferred stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Allowance for doubtful accounts receivable | $ 12 | $ 12 |
Preferred stock, par value | $ 0.001 | |
Preferred stock, shares authorized | 20,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 6,057,132 | 3,950,979 |
Common stock, shares outstanding | 6,057,132 | 3,950,979 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 250,000 | 250,000 |
Preferred stock, shares outstanding | 250,000 | 250,000 |
Liquidation preference | $ 396 | $ 381 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50 | 50 |
Preferred stock, shares issued | 43 | 43 |
Preferred stock, shares outstanding | 43 | 43 |
Liquidation preference | $ 4,320 | $ 4,320 |
Series G Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 |
Liquidation preference | $ 5,000 | $ 5,000 |
Series I-1 Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,000 | 2,000 |
Preferred stock, shares issued | 1,304 | 1,680 |
Preferred stock, shares outstanding | 1,304 | 1,680 |
Liquidation preference | $ 1,304 | $ 1,680 |
Series I-2 Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 4,310 | 4,310 |
Preferred stock, shares issued | 4,310 | 4,310 |
Preferred stock, shares outstanding | 4,310 | 4,310 |
Liquidation preference | $ 4,310 | $ 4,310 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | ||
Product sales | $ 7,456,000 | $ 7,165,000 |
Total revenues | 7,456,000 | 7,165,000 |
Expenses | ||
Cost of sales | 2,122,000 | 1,944,000 |
Research and development | 2,658,000 | 2,856,000 |
Selling and marketing | 2,405,000 | 2,527,000 |
General and administrative | 5,213,000 | 4,689,000 |
Total expenses | 12,398,000 | 12,016,000 |
Loss from operations | (4,942,000) | (4,851,000) |
Other income (expense) | ||
Change in fair value of warrant liability | (1,068,000) | 14,607,000 |
Fair value of warrant liability in excess of proceeds | (9,902,000) | |
Financing transaction costs | (928,000) | |
Interest expense | (59,000) | (6,000) |
Miscellaneous income | 1,000 | |
Total other income (expense), net | (1,127,000) | 3,772,000 |
Loss before provision for income taxes | (6,069,000) | (1,079,000) |
Provision for income taxes | 0 | 0 |
Net loss | (6,069,000) | (1,079,000) |
Net loss applicable to common stockholders | $ (6,069,000) | $ (1,079,000) |
Net loss per common share-basic | $ (1.46) | $ (0.34) |
Net loss per common share-diluted | $ (1.46) | $ (0.34) |
Weighted average shares outstanding-basic | 4,158 | 3,190 |
Weighted average shares outstanding-diluted | 4,158 | 3,190 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Preferred Stock [Member]Series B Convertible Preferred Stock [Member] | Preferred Stock [Member]Series G Convertible Preferred Stock [Member] | Preferred Stock [Member]Series I One Convertible Preferred Stock | Preferred Stock [Member]Series I Two Convertible Preferred Stock | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2015 | $ 1,594 | $ 3 | $ 5 | $ 98,970 | $ (97,384) | |||
Beginning balance, shares at Dec. 31, 2015 | 2,809 | 250 | 5,000 | |||||
Issuance of common stock | ||||||||
for services | 105 | 105 | ||||||
for services, shares | 58 | |||||||
from exercises of warrants | 1,852 | $ 1 | 1,851 | |||||
from exercises of warrants, shares | 901 | |||||||
Issuance of preferred stock, shares | 2 | 4 | ||||||
Issuance of common stock from conversion of preferred stock, shares | 183 | |||||||
Stock-based compensation | 972 | 972 | ||||||
Net loss | (1,079) | (1,079) | ||||||
Ending balance at Dec. 31, 2016 | 3,444 | $ 4 | $ 5 | 101,898 | (98,463) | |||
Ending balance, shares at Dec. 31, 2016 | 3,951 | 250 | 5,000 | 2 | 4 | |||
Issuance of common stock | ||||||||
Issuance of preferred stock, shares | 2 | 4 | ||||||
for services | 49 | 49 | ||||||
for services, shares | 30 | |||||||
for cash | 500 | 500 | ||||||
for cash, shares | 286 | |||||||
Issuance of common stock from conversion of preferred stock, shares | 215 | (1) | ||||||
Conversion of debt | 2,756 | $ 2 | 2,754 | |||||
Conversion of debt, shares | 1,575 | |||||||
Stock-based compensation | 1,384 | 1,384 | ||||||
Net loss | (6,069) | (6,069) | ||||||
Ending balance at Dec. 31, 2017 | $ 2,064 | $ 6 | $ 5 | $ 106,585 | $ (104,532) | |||
Ending balance, shares at Dec. 31, 2017 | 6,057 | 250 | 5,000 | 1 | 4 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (6,069) | $ (1,079) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 326 | 331 |
Stock-based compensation expense | 1,384 | 972 |
Common stock issued for services | 49 | 105 |
Fair value of warrant in excess of proceeds | 9,902 | |
Financing transaction costs | 535 | |
Change in fair value of warrant liability | 1,068 | (14,607) |
Allowance for bad debt | (8) | |
Allowance for inventory obsolescence | 135 | (11) |
Interest expense on bridge loan from related party | 56 | |
Impairment of intangible assets | 1,175 | 330 |
Changes in operating assets and liabilities | ||
(Increase) decrease in accounts receivable | 109 | (27) |
(Increase) decrease in inventory | (129) | (157) |
(Increase) decrease in prepaid assets and other current assets | (361) | 154 |
(Increase) decrease in deposits and other assets | (16) | 2 |
Increase (decrease) in accounts payable | (11) | (251) |
Increase (decrease) in accrued liabilities | 142 | (369) |
Increase (decrease) in related party payable | (19) | |
Net cash used in operating activities | (2,142) | (4,197) |
Investing activities | ||
Purchases of property and equipment | (112) | (231) |
Proceeds from sale of property and equipment | 1 | |
Payments for patent licenses and trademarks | (752) | (713) |
Net cash used in investing activities | (864) | (943) |
Financing activities | ||
Proceeds from a bridge loan from a related party | 2,700 | 700 |
Proceeds from issuance of common stock | 500 | |
Proceeds from issuance of preferred stock | 2,500 | |
Proceeds from exercise of warrants | 1,518 | |
Net cash provided by financing activities | 3,200 | 4,718 |
Net increase (decrease) in cash and cash equivalents | 194 | (422) |
Cash and cash equivalents, beginning of year | 110 | 532 |
Cash and cash equivalents, end of year | 304 | 110 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 1 | 14 |
Supplemental disclosure of non-cash investing and financing activities | ||
Financed insurance premiums | 158 | |
Release of warrant liability upon exercise of warrants | 334 | |
Conversion of bridge loan from a related party | 2,756 | |
Bridge Loan [Member] | Common Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing activities | ||
Conversion of bridge loan from a related party | $ 2,756 | |
Bridge Loan [Member] | Preferred Stock [Member] | ||
Supplemental disclosure of non-cash investing and financing activities | ||
Conversion of bridge loan from a related party | $ 3,810 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Significant Accounting Policies | 1. Organization and Significant Accounting Policies Business Combination and Corporate Restructure BTHC III, Inc. (“BTHC III” or the “Company”) was organized in Delaware in June 2005 as a shell company to effect the reincorporation of BTHC III, LLC, a Texas limited liability company. On December 28, 2006, the Company effected a Share Exchange pursuant to which it acquired all of the stock of International Stem Cell Corporation, a California corporation (“ISC California”). After giving effect to the Share Exchange, the stockholders of ISC California owned 93.7% of issued and outstanding shares of common stock. As a result of the Share Exchange, ISC California is now the wholly-owned subsidiary, though for accounting purposes it was deemed to have been the acquirer in a “reverse merger.” In the reverse merger, BTHC III is considered the legal acquirer and ISC California is considered the accounting acquirer. On January 29, 2007, the Company changed its name from BTHC III, Inc. to International Stem Cell Corporation. Lifeline Cell Technology, LLC (“LCT”) was formed in the State of California on August 17, 2001. LCT is in the business of developing and manufacturing purified primary human cells and optimized reagents for cell culture. LCT’s scientists have used a technology, called basal medium optimization, to systematically produce products designed to culture specific human cell types and to elicit specific cellular behaviors. These techniques also produce products that do not contain non-human animal proteins, a feature desirable to the research and therapeutic markets. LCT distinguishes itself in the industry by having in place scientific and manufacturing staff with the experience and knowledge to set up systems and facilities to produce a source of consistent, standardized, non-human animal protein free cell products, some of which are suitable for FDA approval. On July 1, 2006, LCT entered into an agreement among LCT, ISC California and the holders of membership units and warrants. Pursuant to the terms of the agreement, all the membership units in LCT were exchanged for 133,334 shares of ISC California Common Stock and for ISC California’s assumption of LCT’s obligations under the warrants. LCT became a wholly-owned subsidiary of ISC California. Lifeline Skin Care, Inc. (“LSC”) was formed in the State of California on June 5, 2009 and is a wholly-owned subsidiary of ISC California. LSC develops, manufactures and markets cosmetic products, utilizing an extract derived from the Company’s human parthenogenetic stem cell and the Company’s proprietary small molecule technology. Cyto Therapeutics Pty. Ltd. (“Cyto Therapeutics”) was registered in the state of Victoria, Australia, on December 19, 2014 and is a limited proprietary company and a wholly-owned subsidiary of the Company. Cyto Therapeutics is a research and development company for the Therapeutic Market, which is conducting clinical trials in Australia for the use of human parthenogenetic stem cell (hpSCs) in the treatment of Parkinson’s disease. Going Concern The Company has sustained recurring losses and needs to raise additional working capital. The timing and degree of any future capital requirements will depend on many factors. Currently, the Company’s burn rate is approximately $179,000 per month, excluding capital expenditures and patent costs averaging $72,000 per month. There can be no assurance that the Company will be successful in maintaining its normal operating cash flow and raising additional funds, and that such cash flows will be sufficient to sustain the Company’s operations through at least one year from the date the financial statements are available to be issued. Based on the above, there is substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements were prepared assuming that the Company will continue as a going concern. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. Management’s plans in regard to these matters are focused on managing its cash flow, the proper timing of its capital expenditures, and raising additional capital or financing in the future. Basis of Presentation The Company is a biotechnology company focused on therapeutic and clinical product development with multiple long-term therapeutic opportunities and two revenue-generating subsidiaries with potential for increased future revenues. The Company has generated product revenues from the two commercial businesses of $7,456,000 and $7,165,000 for the years ended December 31, 2017 and 2016, respectively. The Company currently has no revenue generated from its principal operations in therapeutic and clinical product development through research and development efforts. Principles of Consolidation The Company’s consolidated financial statements include the accounts of International Stem Cell Corporation and its subsidiaries after intercompany balances and transactions have been eliminated. Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. There were no cash equivalents as of December 31, 2017 and 2016. Inventory Inventory is accounted for using the average cost and first-in, first-out (FIFO) methods for Lifeline Cell Technology cell culture media and reagents, average cost and specific identification methods for Lifeline Skin Care products, and specific identification method for Lifeline Cell Technology products. Inventory balances are stated at the lower of cost or net realizable value. Lab supplies used in the research and development process are expensed as consumed. Inventory is reviewed periodically for product expiration and obsolescence and is adjusted accordingly. The value of the inventory that is not expected to be sold within twelve months of the year end is classified as non-current inventory on the consolidated balance sheets. Accounts Receivable Trade accounts receivable are recorded at the net invoice value and are not interest bearing. Accounts receivable primarily consist of trade accounts receivable from the sales of LCT’s products, timing of cash receipts by the Company related to LSC credit card sales to customers, as well as LSC trade receivable amounts related to spa and distributor sales. The Company considers receivables past due based on the contractual payment terms. The Company reviews its exposure to accounts receivable and reserves specific amounts if collectability is no longer reasonably assured. As of December 31, 2017 and 2016, the Company had an allowance for doubtful accounts totaling $12,000. Property and Equipment Property and equipment are stated at cost. The provision for depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, generally over three to five years. The costs of major remodeling and leasehold improvements are capitalized and amortized over the shorter of the remaining term of the lease or the estimated life of the asset. Intangible Assets Intangible assets consist of acquired research and development rights used in research and development, and capitalized legal fees related to the acquisition, filing, maintenance, and defense of patents and trademarks. Patent or patent license amortization only begins once a patent license is acquired or a patent is issued by the appropriate authoritative bodies. In the period in which a patent application is rejected or efforts to pursue the patent are abandoned, all the related accumulated costs are expensed. Patents and other intangible assets are recorded at cost of $3,763,000 and $4,277,000 at December 31, 2017 and 2016, respectively, and are amortized on a straight-line basis over the shorter of the lives of the underlying patents or the estimated useful life of the license. Amortization expense for the years ended December 31, 2017 and 2016 amounted to $139,000 and $122,000, respectively, and is included in research and development expense. Accumulated amortization as of December 31, 2017 and 2016 was $841,000 and $793,000, respectively. Additional information regarding patents and patent licenses is included in Note 4. The Company recognized $1.2 million and $330,000 of impairment losses on its intangible assets during the years ended December 31, 2017 and 2016, respectively, due to abandonment of efforts to pursue certain patents or patented technologies. Long-Lived Asset Impairment The Company reviews long-lived assets for impairment when events or changes in business conditions indicate that their carrying value may not be recovered, and at least annually. The Company considers assets to be impaired and writes them down to estimated fair value if expected associated undiscounted cash flows are less than the carrying amounts. Fair value is the present value of the associated cash flows. Product Sales The Company recognizes revenue from product sales at the time of shipment to the customer, provided no significant obligations remain and collection of the receivable is reasonably assured. If the customer has a right of return, the Company recognizes product revenues upon shipment, provided that future returns can be reasonably estimated. In the case where returns cannot be reasonably estimated, revenue will be deferred until such estimates can be made or the right of return has lapsed. LCT contributed 70% and 60% of total revenue in 2017 and 2016, respectively. LSC’s revenue accounted for 30% and 40% of total revenue in 2017 and 2016, respectively. Allowance for Sales Returns The Company recognizes revenue from product sales when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the buyer is fixed or determinable, and collectability is reasonably assured. However, the LSC products have a 30-day product return guarantee. The Company has estimated the historical rate of returns for the 30-day product return guarantee, which has remained consistent for the year ended December 31, 2017 as compared to the years ended December 31, 2016 and 2015. At December 31, 2017 and 2016, the estimated allowance for sales returns was $10,000. Cost of Sales Cost of sales consists primarily of salaries and benefits associated with employee efforts expended directly on the production of the Company’s products and include related direct materials, general laboratory supplies and allocation of overhead. Certain of the agreements under which the Company has licensed technology will require the payment of royalties based on the sale of its future products. Such royalties will be recorded as a component of cost of sales. Additionally, the amortization of license fees or milestone payments related to developed technologies used in the Company’s products will be classified as a component of cost of sales to the extent such payments become due in the future. Research and Development Costs Research and development costs, which are expensed as incurred, are primarily comprised of costs and expenses for salaries and benefits associated with research and development personnel, overhead and occupancy, contract services, and amortization of license costs for technology used in research and development with alternative future uses. Registration Payment Arrangements In accordance with applicable authoritative guidance, the Company is required to separately recognize and measure registration payment arrangements, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement. Such payments include penalties for failure to effect a registration of securities. Stock-Based Compensation The Company recognized stock-based compensation expense associated with stock options and other stock-based awards in accordance with the authoritative guidance for stock-based compensation. The cost of a stock-based award is measured at the grant date based on the estimated fair value of the award, and is recognized as expense on a straight-line basis, net of estimated forfeitures over the requisite service period of the award. The fair value of stock options is estimated using the Black-Scholes option valuation model, which requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. The fair value of restricted stock awards is based on the market value of our common stock on the date of grant. Fair Value Measurements Fair value is defined 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. Assets and liabilities that are measured at fair value are reported 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 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The table below sets forth a summary of the Company’s liabilities which are measured at fair value on a recurring basis as of December 31, 2017 (in thousands). Total Level 1 Level 2 Level 3 LIABILITIES: Warrants to purchase common stock $ 3,113 $ — $ — $ 3,113 The table below sets forth a summary of the Company’s liabilities which are measured at fair value on a recurring basis as of December 31, 2016 (in thousands). Total Level 1 Level 2 Level 3 LIABILITIES: Warrants to purchase common stock $ 2,045 $ — $ — $ 2,045 The following table displays the rollforward activity of liabilities with inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity) (in thousands): Warrants common stock Beginning balance at December 31, 2015 $ 239 Issuances of warrants 16,747 Exercise of warrants (334 ) Adjustments to estimated fair value (14,607 ) Ending balance at December 31, 2016 2,045 Adjustments to estimated fair value 1,068 Ending balance at December 31, 2017 $ 3,113 Income Taxes The Company accounts for income taxes in accordance with applicable authoritative guidance, which requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Significant estimates include patent life (remaining legal life versus remaining useful life), inventory carrying values, allowance for excess and obsolete inventories, allowance for sales returns and doubtful accounts, and transactions using the Black-Scholes option pricing model, e.g., warrants and stock options, as well as the Monte-Carlo valuation method for certain warrants. Actual results could differ from those estimates. Fair Value of Financial Instruments The Company believes that the carrying value of its cash and cash equivalents, receivables, accounts payable and accrued liabilities as of December 31, 2017 and 2016 approximate their fair values because of the short-term nature of those instruments. The fair value of certain warrants was determined at each issuance and reporting date and other applicable re-measurement dates in 2017 and 2016 using the Monte-Carlo valuation methodology. Income (Loss) Per Common Share The computation of net loss per common share is based on the weighted average number of shares outstanding during each period. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the common stock equivalents, which would arise from the exercise of stock options and warrants outstanding using the treasury stock method and the average market price per share during the period. At December 31, 2017, there were 1,011,590 vested and 1,284,489 non-vested stock options outstanding and 4,001,469 warrants outstanding; and at December 31, 2016, there were 7,321,468 warrants, and 217,762 vested and 1,293,044 non-vested stock options outstanding. These stock options and warrants were not included in the diluted loss per share calculation because the effect would have been anti-dilutive. Comprehensive Income Comprehensive income or loss includes all changes in equity except those resulting from investments by owners and distributions to owners. The Company did not have any items of comprehensive income or loss other than net loss from operations for the years ended December 31, 2017 and 2016. Recent Accounting Pronouncements On December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Tax Cuts and Jobs Act (“U.S. Tax Cuts and Jobs Act of 2017”). This new law did not have a significant impact on the Company’s consolidated financial statements for the year ended December 31, 2017 because the Company maintains a valuation allowance on the entirety of its deferred tax assets. However, the reduction of the U.S. federal corporate tax rate from 35% to 21% resulted in a remeasurement of the Company’s deferred tax assets. I n July 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivatives and Hedging (Topic 815)” (“ASU 2017-11”). ASU 2017-11 changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. The amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down round feature when triggered with the effect treated as a dividend and as a reduction of income available to common shareholders in basic EPS. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this accounting standard update. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting In February 2016, the FASB issued ASU No. 2016-02, Leases In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) In the fourth quarter of 2017 the Company began assessment of the possible impact this new standard might have on revenue recognition and, the Company is in the process of finalizing its conclusion of the evaluation of this new standard. Based on this evaluation, revenue recognition is materially consistent under both the legacy standard and the new standard for the majority of the Company’s revenue streams. Based on the assessment thus far, it is anticipated that adoption of the standard would not have a significant impact on the Company’s consolidated financial statements. In the quarterly reporting periods of 2018, under the modified retrospective method of adoption, the Company will (i) recognize a cumulative effect adjustment to the opening balance of accumulated deficit, if any, (ii) present comparative periods under the legacy standard, (iii) apply the new revenue standard to new and existing contracts and (iv) disclose the amount by which each financial statement line item was affected as a result of applying the new standard by bridging the difference between the new standard and legacy standard. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | 2. Inventory The components of inventories are as follows (in thousands): December 31, December 31, 2017 2016 Raw materials $ 609 $ 511 Work in process 472 383 Finished goods 1,154 1,212 Total 2,235 2,106 Less: allowance for inventory excess and obsolescence (236 ) (101 ) Inventory, net $ 1,999 $ 2,005 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Property and equipment consists of the following (in thousands): December 31, December 31, 2017 2016 Machinery and equipment $ 1,459 $ 1,394 Computer equipment 429 445 Office equipment 214 208 Leasehold improvements 805 777 2,907 2,824 Less: accumulated depreciation and amortization (2,586 ) (2,428 ) Property and equipment, net $ 321 $ 396 Depreciation and amortization expense for the years ended December 31, 2017 and 2016 were $187,000 and $209,000, respectively. |
Patent Licenses
Patent Licenses | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Patent Licenses | 4. Patent Licenses On December 31, 2003, LCT entered into an Option to License Intellectual Property and was subsequently acquired by Astellas Pharma Inc. (“Astellas"), On May 14, 2004, LCT amended the licensing agreement with Astellas for the exclusive worldwide patent rights for the following Astellas technologies: UMass IP, ACT IP and Infigen IP. The additional license fees paid were $400,000. On February 7, 2013, the Company and Astellas entered into Amended and Restated License Agreements (the “Amendment”) for the purpose of completely amending and restating the terms of the license agreements. Under the terms of the Amendment, the Company acquired exclusive world-wide rights to all human therapeutic uses and cosmetic uses from Astellas and Infigen’s early work on parthenogenic-derived embryonic stem cells, as well as certain rights to patents covering Single Blastomere technology. Pursuant to the Amendment, all minimum R&D requirements and all milestone payments due to Astellas under the Exclusive License Agreement have been eliminated. The Company will no longer pay any royalties under the ACT IP Agreement and Infigen IP Agreement. The obligation to pay royalties that ranged from 6%-12% under the UMass IP Agreement has been reduced to 0.25% of the net sales of products using technology covered by the UMass IP Agreement; and the obligation to pay a minimum annual license fee of $150,000 has been reduced to $75,000 annually, payable in two installments to Astellas. Total license fees paid were $75,000 for each of the years ended December 31, 2017 and 2016. As of December 31, 2017, the total amounts capitalized related to the acquired Astellas licenses were $747,000, and $3,016,000 related to other patent acquisition costs and trademarks. At December 31, 2017, future amortization expense related to the intangible assets subject to amortization is expected to be as follows (in thousands): Amount 2018 $ 104 2019 71 2020 54 2021 54 2022 98 Thereafter 2,458 Total $ 2,839 |
Advances
Advances | 12 Months Ended |
Dec. 31, 2017 | |
Advances [Abstract] | |
Advances | 5. Advances On June 18, 2008, the Company entered into an agreement with BioTime, Inc. (“BioTime”), where BioTime will pay an advance of $250,000 to Lifeline Cell Technology, a wholly-owned subsidiary of International Stem Cell Corporation, to produce, make, and distribute Joint Products. The $250,000 advance will be paid down with the first $250,000 of net revenues that otherwise would be allocated to LCT under the agreement. As of December 31, 2017, no revenues were realized from this agreement. December 31, December 31, 2017 2016 BioTime, Inc. (in thousands) $ 250 $ 250 |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Capital Stock | 6. Capital Stock As of December 31, 2017, the Company is authorized to issue 120,000,000 shares of common stock, $0.001 par value per share, and 20,000,000 shares of preferred stock, $0.001 par value per share. Preferred Stock Transactions Series B Preferred Stock On May 12, 2008, to obtain funding for working capital, the Company entered into a series of subscription agreements with five accredited investors for the sale of a total of 400,000 Series B Units, each Series B Unit consisting of one share of Series B Preferred Stock (“Series B Preferred”) and two Series B Warrants (“Series B Warrants”) to purchase common stock for each $1.00 invested. The total purchase price received by the Company was $400,000. The Series B Preferred is convertible into shares of common stock at the initial conversion ratio of 0.0134 shares of common stock for each share of Series B Preferred converted (which was established based on an initial conversion price of $75.00 per share), and the Series B Warrants were exercisable at $75.00 per share until five years from the issuance of the Series B Warrants, which expired unexercised in May 2013. The Series B Preferred contain anti-dilution clauses whereby, if the Company issues equity securities or securities convertible into equity at a price below the conversion price of the Series B Preferred, such conversion price shall be adjusted downward to equal the price of the new securities. The Series B Preferred has a priority (senior to the shares of common stock and Series I Preferred) on any sale or liquidation of the Company equal to the purchase price of the Series B Units, plus a liquidation premium of 6% per year. If the Company elects to declare a dividend in any year, it must first pay to the Series B Preferred holder a dividend equal to the amount of the dividend the Series B Preferred holder would receive if the Series B Preferred were converted just prior to the dividend declaration. Each share of Series B Preferred has the same voting rights as the number of shares of common stock into which it would be convertible on the record date. As of December 31, 2017 and 2016, there were 250,000 shares of the Series B Preferred issued and outstanding. In December 2016, the Company issued Restricted Stock to its non-employee directors at a price of $1.08. Accordingly, such transactions triggered adjustments in the current conversion price of the Series B Preferred to $1.08. Series D Preferred Stock On December 30, 2008, the Company entered into a Series D Preferred Stock Purchase Agreement (the “Series D Agreement”) with accredited investors (the “Investors”) and sold 43 shares of Series D Preferred Stock (“Series D Preferred”) at a price of $100,000 per Series D Preferred share. Ten shares of the Series D Preferred were issued to X-Master Inc., which is a related party and affiliated with the Company’s Chief Executive Officer and Co-Chairman of the Board of Directors, Dr. Andrey Semechkin and Dr. Russell Kern, Executive Vice President and Chief Scientific Officer and a director; and 33 shares of the Series D Preferred were issued to Dr. Andrey Semechkin. As of December 31, 2017 and 2016, there were 43 shares of the Series D Preferred issued and outstanding. The Series D Preferred was initially convertible into shares of common stock at $37.50 per share, resulting in an initial conversion ratio of 2,667 shares of common stock for every share of Series D Preferred. The Series D Preferred has an anti-dilution clause whereby, if the Company issues equity securities or securities convertible into equity at a price below the conversion price of the Series D Preferred, the conversion price of the Series D Preferred shall be adjusted downward to equal the price of the new securities. The Series D Preferred has priority over the Series B Preferred Stock, Series G Preferred Stock, Series I-1 Preferred Stock, Series I-2 Preferred Stock and Common Stock on the proceeds from any sale or liquidation of the Company in an amount equal to the purchase price of the Series D Preferred. In March 2016, the Company issued Series I Preferred Stock which had an initial conversion price of $1.75, as well as three series of warrants. Accordingly, such transaction triggered an adjustment in the current conversion price of the Series D Preferred Stock to $1.75. Series G Preferred Stock On March 9, 2012, the Company entered into a Series G Preferred Stock Purchase Agreement with AR Partners, LLC (the “Purchaser”) to sell 5,000,000 shares of Series G Preferred Stock (“Series G Preferred”) at a price of $1.00 per Series G Preferred share, for a total purchase price of $5,000,000. The Purchaser is an affiliate of Dr. Andrey Semechkin, the Company’s Co-Chairman and Chief Executive Officer, and Dr. Russell Kern, Executive Vice President and Chief Scientific Officer and a director. The Series G Preferred was initially convertible into shares of common stock at $60.00 per share, resulting in an initial conversion ratio of 0.0167 shares of common stock for every share of Series G Preferred. The conversion price may be adjusted for stock splits and other combinations, dividends and distributions, recapitalizations and reclassifications, exchanges or substitutions and is subject to a weighted-average adjustment in the event of the issuance of additional shares of common stock below the conversion price. The Series G Preferred shares have priority over the Series B Preferred, Series I-1 Preferred, Series I-2 Preferred and common stock on the proceeds from any sale or liquidation of the Company in an amount equal to the purchase price of the Series G Preferred, but such payment may be made only after payment in full of the liquidation preferences payable to holders of any shares of Series D Preferred then outstanding. Each share of Series G Preferred has the same voting rights as the number of shares of common stock into which it would be convertible on the record date. As long as there are at least 1,000,000 shares of Series G Preferred outstanding, the holders of Series G Preferred have (i) the initial right to propose the nomination of two members of the Board, at least one of which such nominees shall be subject to the approval of the Company’s independent directors, for election by the stockholder’s at the Company’s next annual meeting of stockholders, or, elected by the full board of directors to fill a vacancy, as the case may be, and (ii) the right to approve any amendment to the certificate of incorporation, certificates of designation or bylaws, in manner adverse to the Series G Preferred, alter the percentage of board seats held by the Series G Preferred directors or increase the authorized number of shares of Series G Preferred. At least one of the two directors nominated by holders of the Series G Preferred shall be independent based on the NASDAQ listing requirements. As of December 31, 2017 and 2016, there were 5,000,000 shares of the Series G Preferred issued and outstanding. On December 7, 2017, the Company issued a total of 1,860,810 shares of Common Stock to Dr. Andrey Semechkin at a conversion price and a purchase price of $1.75 per share. The Common Stock was issued in return for the cancellation and surrender of the note issued to him by the Company on September 1, 2017 with a principal amount of $2,700,000 and all accrued and unpaid interest on the note of $56,000 and payment of an additional $500,000 by Dr. Semechkin to the Company. In accordance with the Series G Certificate of Designation, the issuance of Common Shares at this price triggered further adjustment in the conversion price and conversion ratio of the Series G Preferred Stock to $10.09 per share and 0.0991 shares, respectively, as of December 31, 2017. Series H Preferred Stock On October 14, 2014, pursuant to a securities purchase agreement (the “Series H Agreement”), dated as of October 7, 2014, the Company sold in a private placement 2,000 shares of Series H-1 and 500 shares of Series H-2 Convertible Preferred Stock as well as Series A, B, and C Warrants and Placement Agent Warrants to purchase up to a combined total of 775,557 shares of common stock at an initial exercise prices ranging from $9.6705 to $13.8150 per share. All Series H Preferred Stock was converted to common stock by November 24, 2015 and accordingly the Company filed Certificates of Elimination with the State of Delaware in December 2015 for both Series H-1 and Series H-2 Preferred Stock. All Series A, B and C Warrants have been exercised or expired unexercised as of December 31, 2016. Series I Preferred Stock On March 9, 2016, pursuant to a Securities Purchase Agreement (the “Series I Agreement”), with three investors, which included two institutional investors and Andrey Semechkin, the Company's Chief Executive Officer and Co-Chairman providing for issuance (the "Offering") of (i) 2,000 shares of Series I-1 convertible preferred stock (the “Series I-1 Preferred Stock”) issuable to the institutional investors at a price of $1,000 per share, (ii) 4,310 shares of Series I-2 convertible preferred stock (the “Series I-2 Preferred Stock”, and together with the Series I-1 Preferred Stock, the “Series I Preferred Stock”) issuable to Andrey Semechkin at a price of $1,000 per share, (iii) Series A warrants (the “Series A Warrants”) to purchase up to approximately 3.6 million shares of common stock for an initial exercise price of $3.64 per share with a term of five years, (iv) Series B warrants (the “Series B Warrants”) to purchase up to approximately 3.6 million shares of common stock for an initial exercise price of $1.75 per share with a term of six months, and (v) Series C warrants (the “Series C Warrants”, together with the Series A Warrants and the Series B Warrants, collectively, the “Investor Warrants”) to purchase up to approximately 3.6 million shares of common stock for an initial exercise price of $1.75 per share with a term of twelve months. The Closing of the Offering occurred on March 15, 2016 (the “Closing Date”). The Series I Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature. The Company received cash proceeds of $2.5 million on the closing date. On September 15, 2016, the remaining unexercised Series B Warrants then outstanding expired unexercised. On March 15, 2017, the remaining unexercised Series C Warrants then outstanding expired unexercised. Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC. (the “Placement Agent”) acted as the exclusive placement agent for the Offering pursuant to a placement agency engagement letter, dated as of March 9, 2016, by and between the Placement Agent and the Company (the Engagement Letter”). Upon the closing of the Offering, pursuant to the Engagement Letter, the Placement Agent received a placement agent fee of $200,000 and a warrant to purchase approximately 343,000 shares of common stock (the “Placement Agent Warrant”, together with the Investor Warrants, the “Warrants”) as well as the reimbursement of fees and expenses up to $50,000. Similar to the Series A Warrant, the Placement Agent Warrant will have an initial exercise price of $3.64 per share, be immediately exercisable and will terminate on five years after the date of issuance. Subject to certain ownership limitations with respect to the Series I-1 Preferred Stock, the Series I Preferred Stock is convertible at any time into shares of Common Stock at an initial conversion price of $1.75 per share. The Series I Preferred Stock is non-voting, is only entitled to dividends in the event that dividends are paid on the Common Stock, and will not have any preferences over the Common Stock, except that the Series I Preferred Stock shall have preferential liquidation rights over the Common Stock. Other than the Series I-1 Preferred Stock having a beneficial ownership limitation, the Series I-1 Preferred Stock and Series I-2 Preferred Stock are substantially identical. The conversion price of the Series I Preferred Stock is subject to certain resets as set forth in the Certificates of Designation, including the date of any future amendment to the certificate of incorporation with respect to a reverse stock split, the effectiveness dates of the registration statements and, in certain instances, the six and twelve month anniversaries of the Closing Date. During the year ended December 31, 2017, the investors converted 376 shares of the Series I Preferred Stock into 214,700 shares of our common stock. As of December 31, 2017 and 2016, there were 5,614 and 5,990 shares of Series I Preferred Stock outstanding, respectively. See Note 9, Stock Options and Warrants, for detailed discussion of the anti-dilution provisions of the Series A, Series C, and Placement Agent Warrants. Common Stock Transactions Reserved Shares At December 31, 2017, the Company had shares of common stock reserved for future issuance as follows: Options outstanding 2,296,079 Options available for future grant 1,357,032 Convertible preferred stock 6,392,076 Warrants 4,001,469 14,046,656 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 7. Related Party Transactions Other than with respect to the purchases of Series D Preferred, Series G Preferred, Series I Preferred, and common stock transactions discussed above, the Company’s related party transactions were for a facility lease and working capital bridge loan. During the first quarter of 2011, the Company executed an operating lease for its corporate offices with S Real Estate Holdings LLC. S Real Estate Holdings LLC is owned by Dr. Russell Kern, the Company’s Executive Vice President and Chief Scientific Officer and a director and was previously owned by Dr. Andrey Semechkin, the Company’s Chief Executive Officer and Co-Chairman of the Board of Directors. The lease agreement was negotiated at arm’s length and was reviewed by the Company’s outside legal counsel. The terms of the lease were reviewed by a committee of independent directors, and the Company believes that, in total, those terms are at least as favorable to the Company as could be obtained for comparable facilities from an unaffiliated party. In March 2017 the Company signed and amendment to the lease agreement to extend the term of the lease until 2019 and include annual adjustments to the monthly lease payments. For the years ended December 31, 2017 and 2016, the Company recorded $154,000 and $149,000, respectively, in rent expense that was related to the facility lease arrangement with related parties. Between May 6, 2015 and March 9, 2016, to obtain funding for working capital purposes and to refinance the indebtedness incurred from multiple notes during this time frame, the Company borrowed a total of $3,810,000 from Dr. Andrey Semechkin, the Company’s Chief Executive Officer and Co-Chairman of the Board of Directors, and issued an unsecured, non-convertible promissory note in the principal amount of $3,810,000 (the “Note”) to Dr. Andrey Semechkin. The principal amount under the Note accrued interest at a rate of One Half of One Percent (0.50%) per annum. The Note was due and payable April 10, 2016. On March 15, 2016, the entire principal amount of the promissory note issued on March 9, 2016, was converted to 3,810 shares of Series I-2 Preferred Stock, pursuant to the Series I Agreement, dated as of March 9, 2016. Between January 12, 2017 and September 1, 2017, to obtain funding for working capital, the Company borrowed a total of $2,700,000 from Dr. Andrey Semechkin, and issued an unsecured, non-convertible promissory note in the principal amount of $2,700,000 (the “2017 Note”) to Dr. Andrey Semechkin. The principal amount under the 2017 Note accrued interest at a rate of three and a half percent (3.50%) per annum and was due and payable September 1, 2017. On December 7, 2017, to obtain funding for working capital purposes and to satisfy the indebtedness incurred on September 1, 2017 , the Company entered into a Note Conversion and Stock Purchase Agreement (the “Agreement”) with Dr. Andrey Semechkin. Pursuant to the Agreement, the Company agreed to issue Dr. Semechkin a total of 1,860,810 shares of Common Stock at a conversion price and a purchase price of $1.75 per share in return for cancellation and surrender of the note issued to him by the Company on September 1, 2017 with a principal amount of $2,700,000 and all accrued and unpaid interest on the note of $56,000 and payment of an additional $500,000 by Dr. Semechkin to the Company. As a result of this transaction, there was no related party payable balance recorded as of December 31, 2017. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The Company accounts for income taxes in accordance with applicable authoritative guidance, which requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards. The Company has available at December 31, 2017, net operating loss carryforwards of approximately $64,904,000, which may be applied against future taxable income and will expire in various years through 2037. At December 31, 2016, the Company had net operating loss carryforwards of approximately $62,655,000. The increase in carryforwards for the year ended December 31, 2017 is approximately $2,249,000. The amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company, and other future events, the effects of which cannot be determined at this time. Because of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to the tax effect of the loss carryforwards, R&D credits, and accruals; therefore, no net deferred tax asset has been recognized. A reconciliation of the statutory Federal income tax rate and the effective income tax rate for the years ended December 31, 2017 and 2016 follows: December 31, December 31, 2017 2016 Statutory federal income tax rate 35 % 35 % Permanent items (11 )% 106 % State income taxes, net of federal taxes (7 )% 17 % Foreign (3 )% (17 )% Change in valuation allowance 175 % (152 )% Change in tax rates (189 )% 0 % Tax credits claimed 0 % 7 % Other 0 % 4 % Effective income tax rate 0 % 0 % The Company files income tax returns in the U.S. federal jurisdiction and various states. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2013. The Company does not have any material uncertain tax positions as of December 31, 2017 and 2016. The Company does not believe it is reasonably possible that the total amount of unrecognized tax benefits as of December 31, 2017 will materially change in the next 12 months. The Company may be subject to IRC Code Sections 382 and 383, which could limit the amount of the net operating loss and tax credit carryovers that can be used in future years. The Company has not completed a study to assess whether an ownership change has occurred, as defined by IRC Code Sections 382 and 383, or whether there have been ownership changes since the Company’s formation due to the complexity and cost associated with such a study, and the fact that there may be additional such ownership changes in the future. The Company estimates that if such a change did occur, the federal and state net operating loss carryforwards and research and development credit carryforwards that can be utilized in the future will be significantly limited. During the year ended December 31, 2017, the Company had a net decrease in deferred tax asset of $8,819,000. This change is a result of current year activity as well as a change in the federal tax rates. The change as a result of current year activity is an increase in deferred tax assets of $724,000. This increase was offset by a $9,543,000 decrease due to a remeasurement of the deferred tax asset based on new tax rates established through the Tax Cuts and Jobs Act passed December 22, 2017. The remeasurement is a provisional estimate under Staff Accounting Bulletin (“SAB”) 118 that could be revised based on any additional guidance issued by the U.S. Treasury Department, the U.S. Internal Revenue Service, and other standard-setting bodies. This new law did not have a significant impact on the Company’s consolidated financial statements for the year ended December 31, 2017 because the Company maintains a valuation allowance on the entirety of its deferred tax assets. However, the reduction of the U.S. federal corporate tax rate from 35% to 21% resulted in a remeasurement of the deferred tax asset reflected in the tax rate reconciliation below as well as the deferred tax asset listed above. Given the significant impact of the Tax Cuts and Jobs Act, the SEC staff issued SAB 118 which provides guidance on accounting for uncertainties of the effects of the Tax Act. Specifically, SAB 118 allows companies to record a provisional estimate of the impact of the Tax Act during a one year “measurement period”. The Company has recognized the provisional tax impact related to the revaluation of deferred tax assets and liabilities and included these amounts in its consolidated financial statements for the year ended December 31, 2017. The ultimate impact may differ from these provisional amounts, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, and additional regulatory guidance that may be issued. Significant components of deferred tax assets and liabilities are as follows (in thousands): December 31, December 31, 2017 2016 Deferred tax assets (liabilities) Current deferred tax assets (liabilities) $ — $ — Deferred revenues — — Current deferred tax assets — — Valuation allowances — — Net current deferred tax assets $ — $ — Net operating loss carryforwards $ 16,842 $ 24,912 Stock based compensation 2,695 3,570 Research and development tax credit 2,696 2,480 Other 192 282 Non-current deferred tax assets 22,425 31,244 Valuation allowances (22,425 ) (31,244 ) Net non-current deferred tax assets — — Non-current deferred tax liabilities — — Net deferred tax assets $ — $ — The components of the provision for income taxes were as follows: December 31, December 31, 2017 2016 Current $ — $ — Deferred — — Total $ — $ — |
Stock Options and Warrants
Stock Options and Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Options and Warrants | 9. Stock Options and Warrants Stock Options The Company has adopted the 2006 Equity Participation Plan (the “2006 Plan”), which provides for the grant of stock options, restricted stock and other equity based awards. Awards for up to 100,000 shares could be granted to employees, directors and consultants under this Plan. The options granted under the 2006 Plan could be either qualified or non-qualified options. Options may be granted with different vesting terms and expire no later than 10 years from the date of grant. The 2006 Plan expired on November 16, 2016. Options and other equity based awards granted to the expiration of the 2006 Plan will continue in effect until the option or award is exercised or terminates pursuant to its terms. No new awards may be granted under the 2006 Plan following its expiration. In April 2010, the Company adopted the 2010 Equity Participation Plan (the “2010 Plan”), which provides for the grant of stock options, restricted stock and other equity based awards. Awards of up to 3,700,000 shares may be granted to employees, directors and consultants under the 2010 Plan. The options granted under the 2010 Plan may be either qualified or non-qualified options. Options may be granted with different vesting terms and expire no later than 10 years from the date of grant. In November and December of 2009, the Company issued non-qualified stock options to purchase 68,384 shares of common stock outside the 2006 and 2010 option plans to certain employees and consultants. These options vest over 50 months and expire no later than 10 years from the date of grant. Total stock-based compensation expense for the years ended December 31, 2017 and 2016 was comprised of the following (in thousands): Years Ended December 31, 2017 2016 Cost of sales $ 23 $ 29 Research and development 637 444 Selling and marketing 41 47 General and administrative 683 452 $ 1,384 $ 972 The weighted-average grant-date fair value of options granted during the years ended December 31, 2017 and 2016 was $0.93, and $2.69, respectively. Unrecognized compensation expense related to stock options as of December 31, 2017 was $1.9 million, which is expected to be recognized over a weighted average period of approximately 2.2 years. In accordance with applicable authoritative guidance, the Company is required to establish assumptions and estimates of the fair value of stock options granted, as well as using a valuation model to calculate the fair value of stock-based awards. The Company uses the Black-Scholes option-pricing model to determine the fair-value of stock-based awards. All options are amortized over the requisite service periods. The fair value of options granted is estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions for the years ended December 31, 2017 and 2016: Year Ended Year Ended December 31, December 31, 2017 2016 Significant assumptions (weighted average): Risk-free interest rate at grant date 1.95 % 1.52 % Expected stock price volatility 96.71 % 100.37 % Expected dividend payout 0 % 0 % Expected option life based on management's estimate 5.71 yrs 6.02 yrs Additional information regarding options outstanding under our option Plans as of December 31, 2017 is as follows: Options Outstanding Options Exercisable and Vested Weighted Average Weighted Average Remaining Remaining Number Contractual Life Weighted Average Number Contractual Life Weighted Average Exercise Prices Outstanding (Years) Exercise Price Exercisable (Years) Exercise Price $1.09-$1.30 880,264 9.28 $ 1.11 219,221 9.25 $ 1.11 $1.31-$3.03 408,360 8.76 $ 2.06 216,416 8.69 $ 2.15 $3.04-$4.35 847,071 8.23 $ 3.75 421,437 8.23 $ 3.75 $4.36-$90.75 68,346 4.75 $ 39.86 62,478 4.55 $ 42.13 $90.76-$289.50 41,308 2.94 $ 261.33 41,308 2.94 $ 261.33 2,245,349 8.53 $ 8.25 960,860 8.10 $ 16.36 Transactions involving stock options issued to employees, directors and consultants under the 2006 Plan, the 2010 Plan and outside the plans are summarized below. Options issued have a maximum life of 10 years. The following table summarizes the changes in options outstanding and the related exercise prices for the Company’s common stock options issued: Number of Weighted Options Weighted Average Aggregate Under Average Remaining Intrinsic 2006 Plan and Price Per Contractual Value 2010 Plan Share Term (in thousands) Outstanding at December 31, 2015 200,909 $ 83.10 Granted 1,346,800 $ 3.41 Exercised — $ — Canceled or expired (87,633 ) $ 22.80 Outstanding at December 31, 2016 1,460,076 $ 13.21 Granted 1,145,568 $ 1.14 Exercised — $ — Canceled or expired (360,295 ) $ 5.80 Outstanding at December 31, 2017 2,245,349 $ 8.25 8.53 years $ 451,224 Vested and expected to vest at December 31, 2017 2,105,101 $ 8.65 8.51 years $ 416,005 Exercisable at December 31, 2017 960,860 $ 16.36 8.10 years $ 109,161 Weighted Number of Weighted Average Aggregate Options Issued Average Exercise Remaining Intrinsic Outside Price Per Contractual Value the Plan Share Term (in thousands) Outstanding at December 31, 2015 50,730 $ 92.31 Granted — $ — Exercised — $ — Canceled or expired — $ — Outstanding at December 31, 2016 50,730 $ 92.31 Granted — $ — Exercised — $ — Canceled or expired — $ — Outstanding, vested and exercisable at December 31, 2017 50,730 $ 92.31 1.86 years $ — Restricted Stock Awards Restricted stock awards are grants that entitle the holder to acquire shares of common stock at zero or a fixed price, which is typically nominal. The Company accounts for the restricted stock awards as issued and outstanding common stock, even though the shares covered by a restricted stock award cannot be sold, pledged, or otherwise disposed of until the award vests and any unvested shares may be reacquired by the Company for the original purchase price following the awardee’s termination of service. The following table summarizes the changes in restricted stock award activity and related weighted average grant date fair values for the Company’s awards issued during the years ended December 31, 2017 and 2016: Restricted Stock Issued from the Weighted 2006 Average Grant Date 2010 Plan Fair Value Unvested at December 31, 2015 — $ — Granted 58,182 $ 1.80 Vested (58,182 ) $ 1.80 Forfeited — $ — Unvested at December 31, 2016 — $ — Granted 30,643 $ 1.60 Vested (30,643 ) $ 1.60 Forfeited — $ — Unvested at December 31, 2017 — $ — The fair value of the restricted stock awards is based on the market value of the common stock on the date of grant. The total grant-date fair value of restricted stock awards vested during the years ended December 31, 2017 and 2016 was approximately $49,000 and $105,000, respectively. The Company recognized approximately $49,000 and $105,000 of stock-based compensation expense related to the restricted stock awards for the years ended December 31, 2017 and 2016. As of December 31, 2017 and 2016, there was no unrecognized compensation costs related to unvested awards. Warrants Warrants Issued with Preferred Stock Warrants issued in connection with the October 2014 Financing The Company has accounted for the warrants in accordance with current accounting guidance, which defines how freestanding contracts that are indexed to and potentially settled in a Company’s own stock should be measured and classified. The authoritative accounting guidance prescribes that only warrants issued under contracts that cannot be net-cash settled and are both indexed to and settled in the Company’s common stock can be classified as equity. As the Series A, Series B and Series C Warrants and Placement Agent Warrant agreements did not meet the specific conditions for equity classification, the Company was required to classify the fair value of the warrants issued as a liability, with subsequent changes in fair value to be recorded as income (loss) in the consolidated statement of operations upon revaluation of the fair value of warrant liability at each reporting period. Valuation of the Warrants was estimated at issuance and each reporting date, using the Monte-Carlo simulation model. As of December 31, 2016, all Series A, B and C Warrants were exercised or expired unexercised. The following assumptions were used as inputs to the model at December 31, 2017: for the Placement Agent Warrants, stock price of $1.60 and warrant exercise price of $1.75 as of the valuation date; the Company’s historical stock price volatility of 94.8%; risk free interest rate on U.S. treasury notes of 1.91%; warrant expiration of 2.29 years; and a zero dividend rate; simulated as a daily interval and anti-dilution impact if the Company had to raise capital below $1.75 per share. During the years ended December 31, 2017 and 2016, the Company recorded a net change in fair value of warrant liability of $0 and $72,000, respectively, in the consolidated statements of operations related to the warrants from the October 2014 financing. Series A Warrant Exercises - During the year ended December 31, 2016, the Company received net proceeds of $22,000 upon the exercise of 12,408 of the Series A Warrants by Dr. Russell Kern, the Company's Executive Vice President and Chief Scientific Officer. Placement Agent Warrants Price Adjustment – The Warrants are immediately exercisable and the exercise price of the Warrants is subject to certain reset adjustments as set forth in the forms of Warrant, including the date of the amendment to the Company’s certificate of incorporation with respect to any reverse stock split, the effectiveness dates of the registration statements and the six and twelve month anniversaries of the date of issuance of the Warrants. The Company’s registration statement on Form S-1 filed on November 3, 2014 with the SEC became effective on November 25, 2014. Pursuant to the terms of the respective warrant agreements, the exercise price of the Placement Agent Warrants were reset at $1.75 per share. In April 2016, 59,564 of the Placement Agent Warrants were exercised and 33,935 shares of the Company’s common stock was issued upon such warrant exercises. At December 31, 2017, 2,483 of the Placement Agent Warrants remained outstanding. Warrants issued in connection with the March 2016 Financing The Company has accounted for the warrants in accordance with current accounting guidance, which defines how freestanding contracts that are indexed to and potentially settled in a Company’s own stock should be measured and classified. The authoritative accounting guidance prescribes that only warrants issued under contracts that cannot be net-cash settled and are both indexed to and settled in the Company’s common stock can be classified as equity. As the Series A, Series B and Series C Warrants and Placement Agent Warrant agreements did not meet the specific conditions for equity classification, the Company was required to classify the fair value of the warrants issued as a liability, with subsequent changes in fair value to be recorded as income (loss) in the consolidated statement of operations upon revaluation of the fair value of warrant liability at each reporting period. Valuation of the Warrants was estimated at issuance and each reporting date, using the Monte-Carlo simulation model. On September 15, 2016, the then remaining unexercised outstanding Series B Warrants for approximately 3.0 million shares expired. On March 15, 2017, the then remaining unexercised outstanding Series C Warrants for approximately 3.3 million shares expired. The following assumptions were used as inputs to the model at December 31, 2017: for Series A Warrants and the Placement Agent Warrants, stock price of $1.60 and warrant exercise price of $1.75 as of the valuation date; the Company’s historical stock price volatility of 94.8%; risk free interest rate on U.S. treasury notes of 2.0%; warrant expiration of 3.21 years; and a zero dividend rate; simulated as a daily interval and anti-dilution impact if the Company had to raise capital below $1.75 per share. The fair value of the warrant liability at the issuance date exceeded the gross proceeds received for the Series I Preferred shares, Series A, Series B and Series C Warrants by $9,902,000. The Series A Warrants, Series B Warrants, Series C Warrants and Placement Agent Warrants had fair values of $5,627,000, $5,658,000, $4,927,000 and $535,000 at issuance, respectively. The classification and valuation of the warrants resulted in total warrant liabilities of $16,747,000 at issuance. During the year ended December 31, 2017 and 2016, the Company recorded a net change in fair value of warrant liability expense of $1.1 million, and income of $14.5 million, respectively, in the consolidated statement of operations related to the warrants from the March 2016 financing. From June 29, 2016 to September 14, 2016, the Company received net proceeds of approximately $996,000 upon the exercise of a total of 569,285 of the Series B Warrants by, Dr. Andrey Semechkin, the Company’s Co-Chairman and Chief Executive Officer. On December 8, 2016, the Company received net proceeds of approximately $500,000 upon the exercise of a total of 285,714 of the Series C Warrants by Dr. Andrey Semechkin, the Company’s Co-Chairman and Chief Executive Officer. Series A and Placement Agent Warrants Price Adjustment – The Warrants are immediately exercisable and the exercise price of the Warrants is subject to certain reset adjustments as set forth in the forms of Warrant, including the date of the amendment to the Company’s certificate of incorporation with respect to any reverse stock split, the effectiveness dates of the registration statements and (in certain events) upon the six and twelve month anniversaries of the date of issuance of the Warrants. Pursuant to the terms of a note conversion and stock purchase agreement in December 2017 with Dr. Andrey Semechkin, the exercise price of the Series A Warrants and the Placement Agent Warrants were reset at $1.75 per share. Warrants Issued with Common Stock 2013 Securities Purchase Agreements for Common Stock In conjunction with the Company’s sale of 67,500 shares of common stock on January 22, 2013, the Company issued warrants convertible into 33,750 shares of common stock at an exercise price of $30.00 per share. The warrants have a five-year term. These warrants are held by Dr. Andrey Semechkin and Dr. Simon Craw, the Company’s Co-Chairman and Chief Executive Officer and the Company’s former Executive Vice President Business Development, respectively. On March 12, 2013 the Company issued warrants convertible into 16,667 shares of common stock in conjunction with the sale of 33,334 shares of common stock. These warrants have a five-year term and an exercise price of $30.00 per share. Dr. Andrey Semechkin, the Company’s Co-Chairman and Chief Executive Officer is the holder of 1,667 of these warrants. Warrants Issued in Connection with SkinCare Marketing Agreement In September 2011, the Company signed a Marketing Agreement (“Agreement”) with an effective date of June 30, 2011, with a third party marketing organization. According to the terms of the Agreement as described in Note 10 below, Commitments and Contingencies, under Marketing Arrangement and Agreement, the third party marketing organization would provide assistance to LSC to sell its skin care products through various specific proprietary mailings. The Agreement provides for two tranches of common stock warrants issued by the Company for the benefit of the third party marketing organization for 667 shares each, with strike prices of $225.00 and $300.00, respectively, vesting over four quarters, and a warrant term of five years. These warrants expired unexercised in September 2016. Share data related to warrant transactions for the years ended December 31, 2017 and 2016 were as follows: Common Stock Common Stock Common Stock Price per Warrant March 2016 Financing October 2014 Financing Weighted Placement Placement Skin Care Jan 2013 Mar 2013 Total Average Series A Series B Series C Agent Series A Series B Series C Agent Marketing Financing Financing Warrants Range Exercise Price Outstanding, December 31, 2015 — — — — 12,408 — — 62,047 1,334 33,750 16,667 126,206 $ 1.79-300.00 $ 15.82 2016 Issued 3,605,713 3,605,713 3,605,713 342,856 11,159,995 $ 1.75- 3.64 $ 2.42 Exercised (569,285 ) (285,714 ) (12,408 ) (59,564 ) (926,971 ) $ 1.75 $ 1.75 Forfeited/Cancelled (3,036,428 ) (1,334 ) (3,037,762 ) $ 1.75- 300.00 $ 1.86 Outstanding, December 31, 2016 3,605,713 — 3,319,999 342,856 - — — 2,483 - 33,750 16,667 7,321,468 $ 1.75-30.00 $ 2.40 2017 Issued Exercised Forfeited/Cancelled (3,319,999 ) (3,319,999 ) $ 1.75 $ 1.75 Outstanding, December 31, 2017 3,605,713 — — 342,856 — — — 2,483 — 33,750 16,667 4,001,469 $ 1.75-30.00 $ 2.94 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Leases The Company has established its primary research facility in 8,215 square feet of leased office and laboratory space in Oceanside, California. The current lease for this facility expires in December 2021, with an option to terminate the lease on January 1, 2020 upon a six month advanced notice. The current base rent is approximately $10,000 per month. The facility has leasehold improvements which include cGMP (current Good Manufacturing Practices) level clean rooms designed for the derivation of clinical-grade stem cells and their differentiated derivatives, research laboratories for the Company’s stem cell differentiation studies and segregated rooms for biohazard control and containment of human donor tissue. The monthly base rent will increase by 3% annually on the anniversary date of the agreement. The Company leases an 8,280 square foot manufacturing facility in Frederick, Maryland, which is used for laboratory and administrative purposes. As of December 31, 2017, the base rent was approximately $11,000 per month. The initial term of the lease expired in December 2015 and the Company renewed the lease for an additional seven years. The administration space is used to support sales, marketing and accounting. The laboratory is being used to develop and manufacture the Company’s research products. The manufacturing laboratory space has clean rooms and is fitted with the necessary water purification systems, temperature controlled storage, labeling equipment and other standard manufacturing equipment to manufacture, package, test, store, and distribute cell culture products. On February 25, 2011, the Company entered into a lease agreement (the “Lease Agreement”) with S Real Estate Holdings LLC to allow the Company to expand into new corporate offices located at 5950 Priestly Drive, Carlsbad, California. The building is used for administrative purposes, but could also be used for research and development purposes if such space is needed in the future. The lease initially covered approximately 4,653 square feet, starting on March 1, 2011, and was amended to cover approximately 8,199 square feet effective July 1, 2011, and to cover approximately 9,848 square feet effective January 1, 2013. The lease expired on February 29, 2016, and the Company extended the term of the lease for one year. On February 22, 2017, the Company extended the term of the lease for an additional three years. The Company began paying rent at an initial rate of approximately $5,000 per month and the rate was amended effective July 1, 2011 and January 1, 2013 to account for additional square footage occupied by the Company. As of December 31, 2017, the base rent was approximately $13,000 per month. The monthly base rent will increase by 3% annually on the anniversary date of the agreement. The Company is also obligated to pay a portion of the utilities for the building and increases in property tax and insurance. S Real Estate Holdings LLC is owned by Dr. Russell Kern, the Company’s Executive Vice President and Chief Scientific Officer and a director, and was previously owned by Dr. Andrey Semechkin, the Company’s Chief Executive Officer and Co-Chairman of the Board of Directors. The Lease Agreement was negotiated at arm’s length and was reviewed by the Company’s outside legal counsel. The terms of the lease were reviewed by a committee of independent directors, and the Company believes that, in total, those terms are consistent with the terms that could be obtained for comparable facilities from an unaffiliated party. The Company incurred rent expense of $345,000 and $314,000 for the years ended December 31, 2017 and 2016, respectively. Future minimum lease payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2017, are as follows (in thousands): Amount 2018 $ 409 2019 416 2020 287 2021 267 2022 143 Thereafter 85 Total $ 1,607 Marketing Agreement In September 2011, the Company signed a Marketing Agreement (“agreement”) with an effective date of June 30, 2011, superseding the terms of a previous arrangement with a third party marketing organization. According to the agreement, the third party marketing organization will continue to provide assistance to Lifeline Skin Care, Inc., (“LSC”) a wholly-owned subsidiary of International Stem Cell, to sell skin care products through various specific proprietary mailings. In exchange for such services, the Company will pay 20% of net revenues for Direct Sales (as defined in the agreement) generated from the proprietary mailings. In addition, the Company agreed to pay 10% of net revenues for Referral Sales. The agreement specifies that the parties do not intend to create a joint venture, and that either party may terminate the agreement upon 30-day written notice. In addition, the agreement provided for two tranches of common stock warrants issued by the Company for the benefit of the third party marketing organization for 667 shares each, with strike prices of $225.00 and $300.00, respectively, with vesting over four quarters, and warrant term of five years. Subsequently in July 2012, the Company renegotiated the commission structure to reflect slightly lower rates, 18% on net revenues derived from direct sales and 9% on net revenues derived from referral sales. LSC incurred $0 and $4,000 as commission expenses during the years ended December 31, 2017 and 2016, respectively, under the terms of this arrangement and agreement. Customer Concentration During the year ended December 31, 2017 for the Biomedical market segment, one major customer accounted for approximately 35% of consolidated revenues. During the year ended December 31, 2016 for the Biomedical market segment, one major customer accounted for 30% of consolidated revenues. No other single customer accounted for more than 10% of revenues for any period presented. |
Segments and Geographic Informa
Segments and Geographic Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segments and Geographic Information | 11. Segments and Geographic Information The Company’s chief operating decision-maker reviews financial information presented on a consolidated basis, accompanied by disaggregated information by each reporting segment’s statement of operations. The Company operates the business on the basis of three reporting segments, the parent company and two business units: International Stem Cell Corporation, incorporated in Delaware, is a research and development company, for the Therapeutic Market, which advances clinical applications of hpSCs for the treatment of various diseases of the central nervous system, liver diseases and is currently conducting clinical trials in Australia for the use of hpSCs in the treatment of Parkinson’s disease through its wholly-owned subsidiary, Cyto Therapeutics; Lifeline Skin Care, Inc. for the Cosmetic Market, which develops, manufactures and markets a category of cosmetic skin care products based on the Company’s proprietary parthenogenetic stem cell technology and small molecule technology; Lifeline Cell Technology, LLC for the Biomedical Market, which develops, manufactures and commercializes primary human cell research products including over 190 human cell culture products, including frozen human “primary” cells and the reagents (called “media”) needed to grow, maintain and differentiate the cells. Revenues, Expenses and Operating Income (loss) The Company does not measure the performance of its segments on any asset-based metrics. Therefore, segment information is presented only for operating income (loss). Revenues, expenses and operating income (loss) by market segment were as follows (in thousands): For the Years Ended December 31, 2017 2016 Revenues: Cosmetic market $ 2,256 $ 2,849 Biomedical market 5,200 4,316 Total revenues 7,456 7,165 Expenses: Therapeutic market 6,391 6,154 Cosmetic market 2,634 2,797 Biomedical market 3,373 3,065 Total operating expenses 12,398 12,016 Operating income (loss): Therapeutic market (6,391 ) (6,154 ) Cosmetic market (378 ) 52 Biomedical market 1,827 1,251 Total loss from operations $ (4,942 ) $ (4,851 ) Geographic Information The Company’s wholly-owned subsidiaries are located in Maryland, California and Melbourne, Australia, and have customer and vendor relationships worldwide. Significant revenues in the following regions are those that are attributable to the individual country within the region to which the product was shipped (in thousands): For the Years Ended December 31, 2017 2016 North America $ 6,347 $ 6,061 Asia 728 702 Europe 354 362 All other regions 27 40 Total $ 7,456 $ 7,165 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On March 6, 2018, to obtain funding for working capital purposes the Company issued an unsecured, non-convertible promissory note in the principal amount of up to $500,000 (the “Note”) to Dr. Andrey Semechkin. On March 6, 2018, Dr. Semechkin provided the Company with $350,000 in funds. Additional amounts, up to the $500,000 aggregate limit of the Note, shall be provided by Dr. Semechkin to the Company in increments based on the Company’s working capital needs. Dr. Semechkin is the Company’s Co-Chairman and Chief Executive Officer. The outstanding principal amount under the Note accrues interest at a rate of four Percent (4%) per annum. The Note is due and payable November 1, 2018, but may be pre-paid by the Company without penalty at any time. In March 2018, the Company granted an aggregate of 1,009,500 options to purchase common stock at an exercise price equal to the fair market value of a share of the Company’s common stock on the date of grant. The options were granted to the Company’s employees and are subject to the standard three-year vesting schedule. |
Organization and Significant 19
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Business Combination and Corporate Restructure | Business Combination and Corporate Restructure BTHC III, Inc. (“BTHC III” or the “Company”) was organized in Delaware in June 2005 as a shell company to effect the reincorporation of BTHC III, LLC, a Texas limited liability company. On December 28, 2006, the Company effected a Share Exchange pursuant to which it acquired all of the stock of International Stem Cell Corporation, a California corporation (“ISC California”). After giving effect to the Share Exchange, the stockholders of ISC California owned 93.7% of issued and outstanding shares of common stock. As a result of the Share Exchange, ISC California is now the wholly-owned subsidiary, though for accounting purposes it was deemed to have been the acquirer in a “reverse merger.” In the reverse merger, BTHC III is considered the legal acquirer and ISC California is considered the accounting acquirer. On January 29, 2007, the Company changed its name from BTHC III, Inc. to International Stem Cell Corporation. Lifeline Cell Technology, LLC (“LCT”) was formed in the State of California on August 17, 2001. LCT is in the business of developing and manufacturing purified primary human cells and optimized reagents for cell culture. LCT’s scientists have used a technology, called basal medium optimization, to systematically produce products designed to culture specific human cell types and to elicit specific cellular behaviors. These techniques also produce products that do not contain non-human animal proteins, a feature desirable to the research and therapeutic markets. LCT distinguishes itself in the industry by having in place scientific and manufacturing staff with the experience and knowledge to set up systems and facilities to produce a source of consistent, standardized, non-human animal protein free cell products, some of which are suitable for FDA approval. On July 1, 2006, LCT entered into an agreement among LCT, ISC California and the holders of membership units and warrants. Pursuant to the terms of the agreement, all the membership units in LCT were exchanged for 133,334 shares of ISC California Common Stock and for ISC California’s assumption of LCT’s obligations under the warrants. LCT became a wholly-owned subsidiary of ISC California. Lifeline Skin Care, Inc. (“LSC”) was formed in the State of California on June 5, 2009 and is a wholly-owned subsidiary of ISC California. LSC develops, manufactures and markets cosmetic products, utilizing an extract derived from the Company’s human parthenogenetic stem cell and the Company’s proprietary small molecule technology. Cyto Therapeutics Pty. Ltd. (“Cyto Therapeutics”) was registered in the state of Victoria, Australia, on December 19, 2014 and is a limited proprietary company and a wholly-owned subsidiary of the Company. Cyto Therapeutics is a research and development company for the Therapeutic Market, which is conducting clinical trials in Australia for the use of human parthenogenetic stem cell (hpSCs) in the treatment of Parkinson’s disease. |
Going Concern | Going Concern The Company has sustained recurring losses and needs to raise additional working capital. The timing and degree of any future capital requirements will depend on many factors. Currently, the Company’s burn rate is approximately $179,000 per month, excluding capital expenditures and patent costs averaging $72,000 per month. There can be no assurance that the Company will be successful in maintaining its normal operating cash flow and raising additional funds, and that such cash flows will be sufficient to sustain the Company’s operations through at least one year from the date the financial statements are available to be issued. Based on the above, there is substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements were prepared assuming that the Company will continue as a going concern. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. Management’s plans in regard to these matters are focused on managing its cash flow, the proper timing of its capital expenditures, and raising additional capital or financing in the future. |
Basis of Presentation | Basis of Presentation The Company is a biotechnology company focused on therapeutic and clinical product development with multiple long-term therapeutic opportunities and two revenue-generating subsidiaries with potential for increased future revenues. The Company has generated product revenues from the two commercial businesses of $7,456,000 and $7,165,000 for the years ended December 31, 2017 and 2016, respectively. The Company currently has no revenue generated from its principal operations in therapeutic and clinical product development through research and development efforts. |
Principles of Consolidation | Principles of Consolidation The Company’s consolidated financial statements include the accounts of International Stem Cell Corporation and its subsidiaries after intercompany balances and transactions have been eliminated. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. There were no cash equivalents as of December 31, 2017 and 2016. |
Inventories | Inventory Inventory is accounted for using the average cost and first-in, first-out (FIFO) methods for Lifeline Cell Technology cell culture media and reagents, average cost and specific identification methods for Lifeline Skin Care products, and specific identification method for Lifeline Cell Technology products. Inventory balances are stated at the lower of cost or net realizable value. Lab supplies used in the research and development process are expensed as consumed. Inventory is reviewed periodically for product expiration and obsolescence and is adjusted accordingly. The value of the inventory that is not expected to be sold within twelve months of the year end is classified as non-current inventory on the consolidated balance sheets. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded at the net invoice value and are not interest bearing. Accounts receivable primarily consist of trade accounts receivable from the sales of LCT’s products, timing of cash receipts by the Company related to LSC credit card sales to customers, as well as LSC trade receivable amounts related to spa and distributor sales. The Company considers receivables past due based on the contractual payment terms. The Company reviews its exposure to accounts receivable and reserves specific amounts if collectability is no longer reasonably assured. As of December 31, 2017 and 2016, the Company had an allowance for doubtful accounts totaling $12,000. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. The provision for depreciation and amortization is computed using the straight-line method over the estimated useful lives of the assets, generally over three to five years. The costs of major remodeling and leasehold improvements are capitalized and amortized over the shorter of the remaining term of the lease or the estimated life of the asset. |
Intangible Assets | Intangible Assets Intangible assets consist of acquired research and development rights used in research and development, and capitalized legal fees related to the acquisition, filing, maintenance, and defense of patents and trademarks. Patent or patent license amortization only begins once a patent license is acquired or a patent is issued by the appropriate authoritative bodies. In the period in which a patent application is rejected or efforts to pursue the patent are abandoned, all the related accumulated costs are expensed. Patents and other intangible assets are recorded at cost of $3,763,000 and $4,277,000 at December 31, 2017 and 2016, respectively, and are amortized on a straight-line basis over the shorter of the lives of the underlying patents or the estimated useful life of the license. Amortization expense for the years ended December 31, 2017 and 2016 amounted to $139,000 and $122,000, respectively, and is included in research and development expense. Accumulated amortization as of December 31, 2017 and 2016 was $841,000 and $793,000, respectively. Additional information regarding patents and patent licenses is included in Note 4. The Company recognized $1.2 million and $330,000 of impairment losses on its intangible assets during the years ended December 31, 2017 and 2016, respectively, due to abandonment of efforts to pursue certain patents or patented technologies. |
Long-Lived Asset Impairment | Long-Lived Asset Impairment The Company reviews long-lived assets for impairment when events or changes in business conditions indicate that their carrying value may not be recovered, and at least annually. The Company considers assets to be impaired and writes them down to estimated fair value if expected associated undiscounted cash flows are less than the carrying amounts. Fair value is the present value of the associated cash flows. |
Product Sales | Product Sales The Company recognizes revenue from product sales at the time of shipment to the customer, provided no significant obligations remain and collection of the receivable is reasonably assured. If the customer has a right of return, the Company recognizes product revenues upon shipment, provided that future returns can be reasonably estimated. In the case where returns cannot be reasonably estimated, revenue will be deferred until such estimates can be made or the right of return has lapsed. LCT contributed 70% and 60% of total revenue in 2017 and 2016, respectively. LSC’s revenue accounted for 30% and 40% of total revenue in 2017 and 2016, respectively. |
Allowance for Sales Returns | Allowance for Sales Returns The Company recognizes revenue from product sales when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the buyer is fixed or determinable, and collectability is reasonably assured. However, the LSC products have a 30-day product return guarantee. The Company has estimated the historical rate of returns for the 30-day product return guarantee, which has remained consistent for the year ended December 31, 2017 as compared to the years ended December 31, 2016 and 2015. At December 31, 2017 and 2016, the estimated allowance for sales returns was $10,000. |
Cost of Sales | Cost of Sales Cost of sales consists primarily of salaries and benefits associated with employee efforts expended directly on the production of the Company’s products and include related direct materials, general laboratory supplies and allocation of overhead. Certain of the agreements under which the Company has licensed technology will require the payment of royalties based on the sale of its future products. Such royalties will be recorded as a component of cost of sales. Additionally, the amortization of license fees or milestone payments related to developed technologies used in the Company’s products will be classified as a component of cost of sales to the extent such payments become due in the future. |
Research and Development Costs | Research and Development Costs Research and development costs, which are expensed as incurred, are primarily comprised of costs and expenses for salaries and benefits associated with research and development personnel, overhead and occupancy, contract services, and amortization of license costs for technology used in research and development with alternative future uses. |
Registration Payment Arrangements | Registration Payment Arrangements In accordance with applicable authoritative guidance, the Company is required to separately recognize and measure registration payment arrangements, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement. Such payments include penalties for failure to effect a registration of securities. |
Stock-Based Compensation | Stock-Based Compensation The Company recognized stock-based compensation expense associated with stock options and other stock-based awards in accordance with the authoritative guidance for stock-based compensation. The cost of a stock-based award is measured at the grant date based on the estimated fair value of the award, and is recognized as expense on a straight-line basis, net of estimated forfeitures over the requisite service period of the award. The fair value of stock options is estimated using the Black-Scholes option valuation model, which requires the input of subjective assumptions, including price volatility of the underlying stock, risk-free interest rate, dividend yield, and expected life of the option. The fair value of restricted stock awards is based on the market value of our common stock on the date of grant. |
Fair Value Measurements | Fair Value Measurements Fair value is defined 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. Assets and liabilities that are measured at fair value are reported 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 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2 Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3 Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The table below sets forth a summary of the Company’s liabilities which are measured at fair value on a recurring basis as of December 31, 2017 (in thousands). Total Level 1 Level 2 Level 3 LIABILITIES: Warrants to purchase common stock $ 3,113 $ — $ — $ 3,113 The table below sets forth a summary of the Company’s liabilities which are measured at fair value on a recurring basis as of December 31, 2016 (in thousands). Total Level 1 Level 2 Level 3 LIABILITIES: Warrants to purchase common stock $ 2,045 $ — $ — $ 2,045 The following table displays the rollforward activity of liabilities with inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity) (in thousands): Warrants common stock Beginning balance at December 31, 2015 $ 239 Issuances of warrants 16,747 Exercise of warrants (334 ) Adjustments to estimated fair value (14,607 ) Ending balance at December 31, 2016 2,045 Adjustments to estimated fair value 1,068 Ending balance at December 31, 2017 $ 3,113 |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with applicable authoritative guidance, which requires the Company to provide a net deferred tax asset/liability equal to the expected future tax benefit/expense of temporary reporting differences between book and tax accounting methods and any available operating loss or tax credit carryforwards. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements. Significant estimates include patent life (remaining legal life versus remaining useful life), inventory carrying values, allowance for excess and obsolete inventories, allowance for sales returns and doubtful accounts, and transactions using the Black-Scholes option pricing model, e.g., warrants and stock options, as well as the Monte-Carlo valuation method for certain warrants. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company believes that the carrying value of its cash and cash equivalents, receivables, accounts payable and accrued liabilities as of December 31, 2017 and 2016 approximate their fair values because of the short-term nature of those instruments. The fair value of certain warrants was determined at each issuance and reporting date and other applicable re-measurement dates in 2017 and 2016 using the Monte-Carlo valuation methodology. |
Income (Loss) Per Common Share | Income (Loss) Per Common Share The computation of net loss per common share is based on the weighted average number of shares outstanding during each period. The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the common stock equivalents, which would arise from the exercise of stock options and warrants outstanding using the treasury stock method and the average market price per share during the period. At December 31, 2017, there were 1,011,590 vested and 1,284,489 non-vested stock options outstanding and 4,001,469 warrants outstanding; and at December 31, 2016, there were 7,321,468 warrants, and 217,762 vested and 1,293,044 non-vested stock options outstanding. These stock options and warrants were not included in the diluted loss per share calculation because the effect would have been anti-dilutive. |
Comprehensive Income | Comprehensive Income Comprehensive income or loss includes all changes in equity except those resulting from investments by owners and distributions to owners. The Company did not have any items of comprehensive income or loss other than net loss from operations for the years ended December 31, 2017 and 2016. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On December 22, 2017, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Tax Cuts and Jobs Act (“U.S. Tax Cuts and Jobs Act of 2017”). This new law did not have a significant impact on the Company’s consolidated financial statements for the year ended December 31, 2017 because the Company maintains a valuation allowance on the entirety of its deferred tax assets. However, the reduction of the U.S. federal corporate tax rate from 35% to 21% resulted in a remeasurement of the Company’s deferred tax assets. I n July 2017, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2017-11, “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), and Derivatives and Hedging (Topic 815)” (“ASU 2017-11”). ASU 2017-11 changes the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. The amendments require entities that present earnings per share (“EPS”) in accordance with Topic 260 to recognize the effect of the down round feature when triggered with the effect treated as a dividend and as a reduction of income available to common shareholders in basic EPS. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of this accounting standard update. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation: Scope of Modification Accounting In February 2016, the FASB issued ASU No. 2016-02, Leases In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) In the fourth quarter of 2017 the Company began assessment of the possible impact this new standard might have on revenue recognition and, the Company is in the process of finalizing its conclusion of the evaluation of this new standard. Based on this evaluation, revenue recognition is materially consistent under both the legacy standard and the new standard for the majority of the Company’s revenue streams. Based on the assessment thus far, it is anticipated that adoption of the standard would not have a significant impact on the Company’s consolidated financial statements. In the quarterly reporting periods of 2018, under the modified retrospective method of adoption, the Company will (i) recognize a cumulative effect adjustment to the opening balance of accumulated deficit, if any, (ii) present comparative periods under the legacy standard, (iii) apply the new revenue standard to new and existing contracts and (iv) disclose the amount by which each financial statement line item was affected as a result of applying the new standard by bridging the difference between the new standard and legacy standard. |
Organization and Significant 20
Organization and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Fair Values of Liabilities on a Recurring Basis | The table below sets forth a summary of the Company’s liabilities which are measured at fair value on a recurring basis as of December 31, 2017 (in thousands). Total Level 1 Level 2 Level 3 LIABILITIES: Warrants to purchase common stock $ 3,113 $ — $ — $ 3,113 The table below sets forth a summary of the Company’s liabilities which are measured at fair value on a recurring basis as of December 31, 2016 (in thousands). Total Level 1 Level 2 Level 3 LIABILITIES: Warrants to purchase common stock $ 2,045 $ — $ — $ 2,045 |
Fair Value Measurement and Unobservable Rollforward Activity of Liabilities | The following table displays the rollforward activity of liabilities with inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity) (in thousands): Warrants common stock Beginning balance at December 31, 2015 $ 239 Issuances of warrants 16,747 Exercise of warrants (334 ) Adjustments to estimated fair value (14,607 ) Ending balance at December 31, 2016 2,045 Adjustments to estimated fair value 1,068 Ending balance at December 31, 2017 $ 3,113 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Summary of the Components of Inventories | The components of inventories are as follows (in thousands): December 31, December 31, 2017 2016 Raw materials $ 609 $ 511 Work in process 472 383 Finished goods 1,154 1,212 Total 2,235 2,106 Less: allowance for inventory excess and obsolescence (236 ) (101 ) Inventory, net $ 1,999 $ 2,005 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consists of the following (in thousands): December 31, December 31, 2017 2016 Machinery and equipment $ 1,459 $ 1,394 Computer equipment 429 445 Office equipment 214 208 Leasehold improvements 805 777 2,907 2,824 Less: accumulated depreciation and amortization (2,586 ) (2,428 ) Property and equipment, net $ 321 $ 396 |
Patent Licenses (Tables)
Patent Licenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Future Amortization Expense Related to Intangible Assets Subject to Amortization | At December 31, 2017, future amortization expense related to the intangible assets subject to amortization is expected to be as follows (in thousands): Amount 2018 $ 104 2019 71 2020 54 2021 54 2022 98 Thereafter 2,458 Total $ 2,839 |
Advances (Tables)
Advances (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Advances [Abstract] | |
Schedule of Advances from Nonaffiliated Collaboration | As of December 31, 2017, no revenues were realized from this agreement. December 31, December 31, 2017 2016 BioTime, Inc. (in thousands) $ 250 $ 250 |
Capital Stock (Tables)
Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Summary of Shares of Common Stock Reserved for Future Issuance | At December 31, 2017, the Company had shares of common stock reserved for future issuance as follows: Options outstanding 2,296,079 Options available for future grant 1,357,032 Convertible preferred stock 6,392,076 Warrants 4,001,469 14,046,656 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Statutory Federal Income Tax Rate and Effective Income Tax Rate | A reconciliation of the statutory Federal income tax rate and the effective income tax rate for the years ended December 31, 2017 and 2016 follows: December 31, December 31, 2017 2016 Statutory federal income tax rate 35 % 35 % Permanent items (11 )% 106 % State income taxes, net of federal taxes (7 )% 17 % Foreign (3 )% (17 )% Change in valuation allowance 175 % (152 )% Change in tax rates (189 )% 0 % Tax credits claimed 0 % 7 % Other 0 % 4 % Effective income tax rate 0 % 0 % |
Summary of Significant Components of Deferred Tax Assets and Liabilities | Significant components of deferred tax assets and liabilities are as follows (in thousands): December 31, December 31, 2017 2016 Deferred tax assets (liabilities) Current deferred tax assets (liabilities) $ — $ — Deferred revenues — — Current deferred tax assets — — Valuation allowances — — Net current deferred tax assets $ — $ — Net operating loss carryforwards $ 16,842 $ 24,912 Stock based compensation 2,695 3,570 Research and development tax credit 2,696 2,480 Other 192 282 Non-current deferred tax assets 22,425 31,244 Valuation allowances (22,425 ) (31,244 ) Net non-current deferred tax assets — — Non-current deferred tax liabilities — — Net deferred tax assets $ — $ — |
Summary of Components of Provision for Income Taxes | The components of the provision for income taxes were as follows: December 31, December 31, 2017 2016 Current $ — $ — Deferred — — Total $ — $ — |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Total Stock-based Compensation Expense | Total stock-based compensation expense for the years ended December 31, 2017 and 2016 was comprised of the following (in thousands): Years Ended December 31, 2017 2016 Cost of sales $ 23 $ 29 Research and development 637 444 Selling and marketing 41 47 General and administrative 683 452 $ 1,384 $ 972 |
Fair Value of Stock Option Award Weighted Average Assumptions | The fair value of options granted is estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions for the years ended December 31, 2017 and 2016: Year Ended Year Ended December 31, December 31, 2017 2016 Significant assumptions (weighted average): Risk-free interest rate at grant date 1.95 % 1.52 % Expected stock price volatility 96.71 % 100.37 % Expected dividend payout 0 % 0 % Expected option life based on management's estimate 5.71 yrs 6.02 yrs |
Summary of Changes in Options Outstanding and Related Exercise Prices | Additional information regarding options outstanding under our option Plans as of December 31, 2017 is as follows: Options Outstanding Options Exercisable and Vested Weighted Average Weighted Average Remaining Remaining Number Contractual Life Weighted Average Number Contractual Life Weighted Average Exercise Prices Outstanding (Years) Exercise Price Exercisable (Years) Exercise Price $1.09-$1.30 880,264 9.28 $ 1.11 219,221 9.25 $ 1.11 $1.31-$3.03 408,360 8.76 $ 2.06 216,416 8.69 $ 2.15 $3.04-$4.35 847,071 8.23 $ 3.75 421,437 8.23 $ 3.75 $4.36-$90.75 68,346 4.75 $ 39.86 62,478 4.55 $ 42.13 $90.76-$289.50 41,308 2.94 $ 261.33 41,308 2.94 $ 261.33 2,245,349 8.53 $ 8.25 960,860 8.10 $ 16.36 |
Summary of Changes in Options Outstanding and Related Exercise Prices for Shares of Company's Common Stock Options Issued | Transactions involving stock options issued to employees, directors and consultants under the 2006 Plan, the 2010 Plan and outside the plans are summarized below. Options issued have a maximum life of 10 years. The following table summarizes the changes in options outstanding and the related exercise prices for the Company’s common stock options issued: Number of Weighted Options Weighted Average Aggregate Under Average Remaining Intrinsic 2006 Plan and Price Per Contractual Value 2010 Plan Share Term (in thousands) Outstanding at December 31, 2015 200,909 $ 83.10 Granted 1,346,800 $ 3.41 Exercised — $ — Canceled or expired (87,633 ) $ 22.80 Outstanding at December 31, 2016 1,460,076 $ 13.21 Granted 1,145,568 $ 1.14 Exercised — $ — Canceled or expired (360,295 ) $ 5.80 Outstanding at December 31, 2017 2,245,349 $ 8.25 8.53 years $ 451,224 Vested and expected to vest at December 31, 2017 2,105,101 $ 8.65 8.51 years $ 416,005 Exercisable at December 31, 2017 960,860 $ 16.36 8.10 years $ 109,161 Weighted Number of Weighted Average Aggregate Options Issued Average Exercise Remaining Intrinsic Outside Price Per Contractual Value the Plan Share Term (in thousands) Outstanding at December 31, 2015 50,730 $ 92.31 Granted — $ — Exercised — $ — Canceled or expired — $ — Outstanding at December 31, 2016 50,730 $ 92.31 Granted — $ — Exercised — $ — Canceled or expired — $ — Outstanding, vested and exercisable at December 31, 2017 50,730 $ 92.31 1.86 years $ — |
Summary of Changes in Restricted Stock Award Activity | The following table summarizes the changes in restricted stock award activity and related weighted average grant date fair values for the Company’s awards issued during the years ended December 31, 2017 and 2016: Restricted Stock Issued from the Weighted 2006 Average Grant Date 2010 Plan Fair Value Unvested at December 31, 2015 — $ — Granted 58,182 $ 1.80 Vested (58,182 ) $ 1.80 Forfeited — $ — Unvested at December 31, 2016 — $ — Granted 30,643 $ 1.60 Vested (30,643 ) $ 1.60 Forfeited — $ — Unvested at December 31, 2017 — $ — |
Summary of Outstanding Warrants Related to Warrant Transactions | Share data related to warrant transactions for the years ended December 31, 2017 and 2016 were as follows: Common Stock Common Stock Common Stock Price per Warrant March 2016 Financing October 2014 Financing Weighted Placement Placement Skin Care Jan 2013 Mar 2013 Total Average Series A Series B Series C Agent Series A Series B Series C Agent Marketing Financing Financing Warrants Range Exercise Price Outstanding, December 31, 2015 — — — — 12,408 — — 62,047 1,334 33,750 16,667 126,206 $ 1.79-300.00 $ 15.82 2016 Issued 3,605,713 3,605,713 3,605,713 342,856 11,159,995 $ 1.75- 3.64 $ 2.42 Exercised (569,285 ) (285,714 ) (12,408 ) (59,564 ) (926,971 ) $ 1.75 $ 1.75 Forfeited/Cancelled (3,036,428 ) (1,334 ) (3,037,762 ) $ 1.75- 300.00 $ 1.86 Outstanding, December 31, 2016 3,605,713 — 3,319,999 342,856 - — — 2,483 - 33,750 16,667 7,321,468 $ 1.75-30.00 $ 2.40 2017 Issued Exercised Forfeited/Cancelled (3,319,999 ) (3,319,999 ) $ 1.75 $ 1.75 Outstanding, December 31, 2017 3,605,713 — — 342,856 — — — 2,483 — 33,750 16,667 4,001,469 $ 1.75-30.00 $ 2.94 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments Required under Operating Leases that Have Initial or Remaining Non-Cancelable Lease Terms in Excess of One Year | Future minimum lease payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2017, are as follows (in thousands): Amount 2018 $ 409 2019 416 2020 287 2021 267 2022 143 Thereafter 85 Total $ 1,607 |
Segments and Geographic Infor29
Segments and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Revenues, Expenses and Operating Income (Loss) by Market Segment | Revenues, expenses and operating income (loss) by market segment were as follows (in thousands): For the Years Ended December 31, 2017 2016 Revenues: Cosmetic market $ 2,256 $ 2,849 Biomedical market 5,200 4,316 Total revenues 7,456 7,165 Expenses: Therapeutic market 6,391 6,154 Cosmetic market 2,634 2,797 Biomedical market 3,373 3,065 Total operating expenses 12,398 12,016 Operating income (loss): Therapeutic market (6,391 ) (6,154 ) Cosmetic market (378 ) 52 Biomedical market 1,827 1,251 Total loss from operations $ (4,942 ) $ (4,851 ) |
Summary of Significant Revenues in Following Regions | Significant revenues in the following regions are those that are attributable to the individual country within the region to which the product was shipped (in thousands): For the Years Ended December 31, 2017 2016 North America $ 6,347 $ 6,061 Asia 728 702 Europe 354 362 All other regions 27 40 Total $ 7,456 $ 7,165 |
Organization and Significant 30
Organization and Significant Accounting Policies - Additional Information (Detail) | Jul. 01, 2006shares | Dec. 31, 2018 | Dec. 31, 2017USD ($)Subsidiaryshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015shares |
Organization And Significant Accounting Policies [Line Items] | |||||
Percentage of ownership in issued and outstanding shares of common stock parent Company | 93.70% | ||||
Common stock in subsidiary Company | shares | 133,334 | ||||
Burn rate | $ 179,000 | ||||
Capital expenditures and patent costs | $ 72,000 | ||||
Revenue-generating subsidiaries | Subsidiary | 2 | ||||
Revenues | $ 7,456,000 | $ 7,165,000 | |||
Original maturities period, maximum | 3 months | ||||
Cash equivalents | $ 0 | 0 | |||
Allowance for doubtful accounts receivable | 12,000 | 12,000 | |||
Patents and other intangible assets | 3,763,000 | 4,277,000 | |||
Accumulated amortization | 841,000 | 793,000 | |||
Impairment of intangible assets | $ 1,200,000 | $ 330,000 | |||
Period of right of return guarantee | 30 days | 30 days | 30 days | ||
Vested stock options outstanding | shares | 1,011,590 | 217,762 | |||
Stock options outstanding, non-vested | shares | 1,284,489 | 1,293,044 | |||
Warrants outstanding | shares | 4,001,469 | 7,321,468 | 126,206 | ||
Statutory federal income tax rate | 35.00% | 35.00% | |||
Scenario Plan [Member] | |||||
Organization And Significant Accounting Policies [Line Items] | |||||
Statutory federal income tax rate | 21.00% | ||||
Allowance for Sales Returns [Member] | |||||
Organization And Significant Accounting Policies [Line Items] | |||||
Allowance for sales returns | $ 10,000 | $ 10,000 | |||
Cell Technology [Member] | |||||
Organization And Significant Accounting Policies [Line Items] | |||||
Percentage of revenue contributed | 70.00% | 60.00% | |||
Skin Care [Member] | |||||
Organization And Significant Accounting Policies [Line Items] | |||||
Percentage of revenue contributed | 30.00% | 40.00% | |||
Warrants outstanding | shares | 1,334 | ||||
Research and Development [Member] | |||||
Organization And Significant Accounting Policies [Line Items] | |||||
Amortization expense | $ 139,000 | $ 122,000 | |||
Minimum [Member] | |||||
Organization And Significant Accounting Policies [Line Items] | |||||
Estimated useful life of property and equipment | 3 years | ||||
Maximum [Member] | |||||
Organization And Significant Accounting Policies [Line Items] | |||||
Estimated useful life of property and equipment | 5 years | ||||
Therapeutic [Member] | |||||
Organization And Significant Accounting Policies [Line Items] | |||||
Revenues | $ 0 | ||||
Clinical [Member] | |||||
Organization And Significant Accounting Policies [Line Items] | |||||
Revenues | $ 0 |
Organization and Significant 31
Organization and Significant Accounting Policies - Fair Values of Liabilities (Detail) - Warrants [Member] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
LIABILITIES: | |||
Warrants to purchase common stock | $ 3,113 | $ 2,045 | $ 239 |
Level 3 [Member] | |||
LIABILITIES: | |||
Warrants to purchase common stock | $ 3,113 | $ 2,045 |
Organization and Significant 32
Organization and Significant Accounting Policies - Fair Value Measurement and Unobservable Rollforward Activity of Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | ||
Adjustments to estimated fair value | $ (1,068) | $ 14,607 |
Warrants [Member] | ||
Fair Value Disclosures [Abstract] | ||
Beginning balance | 2,045 | 239 |
Issuances of warrants | 16,747 | |
Exercise of warrants | (334) | |
Adjustments to estimated fair value | 1,068 | (14,607) |
Ending balance | $ 3,113 | $ 2,045 |
Inventory - Summary of the Comp
Inventory - Summary of the Components of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 609 | $ 511 |
Work in process | 472 | 383 |
Finished goods | 1,154 | 1,212 |
Total | 2,235 | 2,106 |
Less: allowance for inventory excess and obsolescence | (236) | (101) |
Inventory, net | $ 1,999 | $ 2,005 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,907 | $ 2,824 |
Less: accumulated depreciation and amortization | (2,586) | (2,428) |
Property and equipment, net | 321 | 396 |
Machinery and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,459 | 1,394 |
Computer Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 429 | 445 |
Office Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 214 | 208 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 805 | $ 777 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | ||
Depreciation and amortization expense | $ 187 | $ 209 |
Patent Licenses - Additional In
Patent Licenses - Additional Information (Detail) | Feb. 07, 2013Installment | May 14, 2004USD ($) | Feb. 13, 2004USD ($) | Dec. 31, 2003USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Finite-Lived Intangible Assets [Line Items] | |||||||
Option and license fees | $ 400,000 | $ 22,500 | $ 340,000 | ||||
Other patent acquisition costs and trademarks | $ 3,016,000 | ||||||
UMass IP [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Option and license fees | 75,000 | $ 75,000 | |||||
Obligation to pay royalties (Ranged) | 0.25% | ||||||
Minimum annual license fee | $ 150,000 | $ 75,000 | |||||
Number of installments | Installment | 2 | ||||||
UMass IP [Member] | Minimum [Member] | Previously Reported [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Obligation to pay royalties (Ranged) | 6.00% | ||||||
UMass IP [Member] | Maximum [Member] | Previously Reported [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Obligation to pay royalties (Ranged) | 12.00% | ||||||
Astellas IP [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Patent acquisition costs | $ 747,000 |
Patent Licenses - Summary of Fu
Patent Licenses - Summary of Future Amortization Expense Related to Intangible Assets Subject to Amortization (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2,018 | $ 104 |
2,019 | 71 |
2,020 | 54 |
2,021 | 54 |
2,022 | 98 |
Thereafter | 2,458 |
Total | $ 2,839 |
Advances - Additional Informati
Advances - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Jun. 18, 2008 | |
Advances [Abstract] | |||
Advances from nonaffiliated collaboration | $ 250,000 | $ 250,000 | $ 250,000 |
Specified amount of revenue to be utilized for advances | $ 250,000 | ||
Revenue realized from agreement | $ 0 |
Advances - Schedule of Advances
Advances - Schedule of Advances from Nonaffiliated Collaboration (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 18, 2008 |
Advances [Abstract] | |||
Advances from nonaffiliated collaboration | $ 250 | $ 250 | $ 250 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Detail) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Equity [Abstract] | ||
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Preferred stock, shares authorized | 20,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, par value | $ 0.001 |
Capital Stock - Series B Prefer
Capital Stock - Series B Preferred Stock Transactions - Additional Information (Detail) $ / shares in Units, $ in Thousands | May 12, 2008USD ($)Investor$ / sharesshares | Mar. 31, 2016$ / shares | May 31, 2008 | Dec. 31, 2017shares | Dec. 07, 2017$ / shares | Dec. 31, 2016$ / sharesshares | Mar. 12, 2013$ / shares | Jan. 22, 2013$ / shares |
Class of Stock [Line Items] | ||||||||
Number of accredited investors | Investor | 5 | |||||||
Warrants exercisable price | $ 30 | $ 30 | ||||||
Restricted Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued to non-employee directors | $ 1.08 | |||||||
Series B Warrants [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of warrants to purchase common stock | shares | 2 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued to non-employee directors | $ 1.75 | |||||||
Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of units issued | shares | 400,000 | |||||||
Number of Series B Preferred Stock for each Series B unit | shares | 1 | |||||||
Common stock purchase price, per share | $ 1 | |||||||
Proceeds from issuance of preferred stock and warrants | $ | $ 400 | |||||||
Initial conversion price | $ 75 | |||||||
Warrants exercisable price | $ 75 | |||||||
Number of years from issuance of warrants to convert as common stock | 5 years | |||||||
Liquidation premium | 6.00% | |||||||
Preferred stock, shares issued | shares | 250,000 | 250,000 | ||||||
Preferred stock, shares outstanding | shares | 250,000 | 250,000 | ||||||
Convertible preferred stock, conversion price | $ 1.08 | |||||||
Series B Preferred Stock [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion ratio for each share | shares | 0.0134 |
Capital Stock - Series D Prefer
Capital Stock - Series D Preferred Stock Transactions - Additional Information (Detail) - $ / shares | Mar. 12, 2013 | Jan. 22, 2013 | Dec. 30, 2008 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||||||
Number of shares of common stock sold | 33,334 | 67,500 | ||||
Series D Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares of common stock sold | 43 | |||||
Preferred stock, price per share | $ 100,000 | |||||
Preferred stock, shares issued | 43 | 43 | ||||
Preferred stock, shares outstanding | 43 | 43 | ||||
Initial conversion price | $ 37.50 | |||||
Conversion ratio for each share | 2,667 | |||||
Convertible preferred stock, conversion price | $ 1.75 | |||||
Series D Preferred Stock [Member] | X-Master Inc. [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares of common stock sold | 10 | |||||
Series D Preferred Stock [Member] | Co-Chairman and Chief Executive Officer [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares of common stock sold | 33 | |||||
Series I Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Preferred stock, shares outstanding | 5,614 | 5,990 | ||||
Initial conversion price | $ 1.75 | $ 1.75 |
Capital Stock - Series G Prefer
Capital Stock - Series G Preferred Stock Transactions - Additional Information (Detail) | Dec. 07, 2017USD ($)$ / sharesshares | Mar. 12, 2013shares | Jan. 22, 2013shares | Mar. 09, 2012USD ($)Directors$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016shares |
Class of Stock [Line Items] | ||||||
Number of shares of common stock sold | 33,334 | 67,500 | ||||
Conversion of debt | $ | $ 2,700,000 | $ 2,756,000 | ||||
Accrued and unpaid interest on debt converted | $ | 56,000 | |||||
Proceeds from issuance of common stock | $ | $ 500,000 | $ 500,000 | ||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares of common stock sold | 286,000 | |||||
Issuance price per share | $ / shares | $ 1.75 | |||||
Conversion of debt, shares | 1,860,810 | 1,575,000 | ||||
Conversion of debt | $ | $ 2,000 | |||||
Series G Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Convertible preferred stock, conversion price | $ / shares | $ 60 | $ 10.09 | ||||
Conversion ratio for each share | 0.0167 | 0.0991 | ||||
Number of directors to be nominated by preferred shareholders | Directors | 2 | |||||
Number of independent directors out of directors to be nominated by preferred shareholders | Directors | 1 | |||||
Preferred stock, shares issued | 5,000,000 | 5,000,000 | ||||
Preferred stock, shares outstanding | 5,000,000 | 5,000,000 | ||||
Series G Preferred Stock [Member] | Minimum [Member] | ||||||
Class of Stock [Line Items] | ||||||
Convertible Redeemable Preferred stock, shares outstanding | 1,000,000 | |||||
Series G Preferred Stock [Member] | AR Partners, LLC [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares of common stock sold | 5,000,000 | |||||
Issuance price per share | $ / shares | $ 1 | |||||
Total proceeds | $ | $ 5,000,000 | |||||
Convertible Redeemable Series G Preferred Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Convertible Redeemable Preferred stock, shares outstanding | 5,000,000 | |||||
Convertible Redeemable Preferred stock, shares issued | 5,000,000 |
Capital Stock - Series H Prefer
Capital Stock - Series H Preferred Stock Transactions - Additional Information (Detail) - $ / shares | Oct. 14, 2014 | Mar. 12, 2013 | Jan. 22, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | ||||||
Number of shares of common stock sold | 33,334 | 67,500 | ||||
Warrants outstanding converted into common stock | 16,667 | 33,750 | ||||
Warrants exercisable price | $ 30 | $ 30 | ||||
Minimum [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants exercisable price | $ 1.75 | $ 1.79 | $ 1.79 | |||
Maximum [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants exercisable price | $ 30 | $ 300 | $ 300 | |||
Purchasers [Member] | Securities Purchase Agreement [Member] | Private Placement [Member] | Series A, B, and C Warrants [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants outstanding converted into common stock | 775,557 | |||||
Purchasers [Member] | Securities Purchase Agreement [Member] | Private Placement [Member] | Series A, B, and C Warrants [Member] | Minimum [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants exercisable price | $ 9.6705 | |||||
Purchasers [Member] | Securities Purchase Agreement [Member] | Private Placement [Member] | Series A, B, and C Warrants [Member] | Maximum [Member] | ||||||
Class of Stock [Line Items] | ||||||
Warrants exercisable price | $ 13.8150 | |||||
Purchasers [Member] | Series H Preferred Stock [Member] | Securities Purchase Agreement [Member] | Private Placement [Member] | Series H One [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares of common stock sold | 2,000 | |||||
Purchasers [Member] | Series H Preferred Stock [Member] | Securities Purchase Agreement [Member] | Private Placement [Member] | Series H Two [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares of common stock sold | 500 |
Capital Stock - Series I Prefer
Capital Stock - Series I Preferred Stock Transactions - Additional Information (Detail) - USD ($) | Mar. 15, 2016 | Mar. 09, 2016 | Mar. 12, 2013 | Jan. 22, 2013 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | |||||||
Number of shares of convertible preferred stock sold | 33,334 | 67,500 | |||||
Warrants outstanding converted into common stock | 16,667 | 33,750 | |||||
Warrants exercisable price | $ 30 | $ 30 | |||||
Warrant term | 5 years | ||||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares of convertible preferred stock sold | 286,000 | ||||||
From exercises of warrants, shares | 901,000 | ||||||
Issuance of common stock from conversion of preferred stock, shares | 215,000 | 183,000 | |||||
Placement Agent [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants exercisable price | $ 3.64 | ||||||
Warrant term | 5 years | ||||||
Date of placement agency engagement letter | Mar. 9, 2016 | ||||||
Placement agent fee | $ 200,000 | ||||||
From exercises of warrants, shares | 343,000 | ||||||
Reimbursement of fees and expenses | $ 50,000 | ||||||
Series I-1 Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares outstanding | 1,304 | 1,680 | |||||
Series I-2 Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares outstanding | 4,310 | 4,310 | |||||
Series I Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Initial conversion price | $ 1.75 | $ 1.75 | |||||
Conversion of stock, shares converted | 376 | ||||||
Preferred stock, shares outstanding | 5,614 | 5,990 | |||||
Series I Preferred Stock [Member] | Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Issuance of common stock from conversion of preferred stock, shares | 214,700 | ||||||
Purchasers [Member] | Securities Purchase Agreement [Member] | Chief Executive Officer and Co-Chairman [Member] | |||||||
Class of Stock [Line Items] | |||||||
Cash proceeds | $ 2,500,000 | ||||||
Purchasers [Member] | Securities Purchase Agreement [Member] | Series A Warrants [Member] | Chief Executive Officer and Co-Chairman [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants outstanding converted into common stock | 3,600,000 | ||||||
Warrants exercisable price | $ 3.64 | ||||||
Warrant term | 5 years | ||||||
Purchasers [Member] | Securities Purchase Agreement [Member] | Series B Warrants [Member] | Chief Executive Officer and Co-Chairman [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants outstanding converted into common stock | 3,600,000 | ||||||
Warrants exercisable price | $ 1.75 | ||||||
Warrant term | 6 months | ||||||
Purchasers [Member] | Securities Purchase Agreement [Member] | Series C Warrants [Member] | Chief Executive Officer and Co-Chairman [Member] | |||||||
Class of Stock [Line Items] | |||||||
Warrants outstanding converted into common stock | 3,600,000 | ||||||
Warrants exercisable price | $ 1.75 | ||||||
Warrant term | 12 months | ||||||
Purchasers [Member] | Securities Purchase Agreement [Member] | Series I-1 Preferred Stock [Member] | Chief Executive Officer and Co-Chairman [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares of convertible preferred stock sold | 2,000 | ||||||
Preferred stock, stated value per share | $ 1,000 | ||||||
Purchasers [Member] | Securities Purchase Agreement [Member] | Series I-2 Preferred Stock [Member] | Chief Executive Officer and Co-Chairman [Member] | |||||||
Class of Stock [Line Items] | |||||||
Number of shares of convertible preferred stock sold | 4,310 | ||||||
Preferred stock, stated value per share | $ 1,000 |
Capital Stock - Summary of Shar
Capital Stock - Summary of Shares of Common Stock Reserved for Future Issuance (Detail) | Dec. 31, 2017shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 14,046,656 |
Options Outstanding [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 2,296,079 |
Options Available for Future Grant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 1,357,032 |
Convertible Preferred Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 6,392,076 |
Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 4,001,469 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 07, 2017 | Jan. 12, 2017 | Mar. 15, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Sep. 01, 2017 | Mar. 09, 2016 |
Related Party Transaction [Line Items] | |||||||
Related party rent expense | $ 154,000 | $ 149,000 | |||||
Conversion of debt | $ 2,700,000 | $ 2,756,000 | |||||
Common Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Promissory note converted to shares | 1,860,810 | 1,575,000 | |||||
Issuance price per share | $ 1.75 | ||||||
Conversion of debt | $ 2,000 | ||||||
Co-Chairman and Chief Executive Officer [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party payable | $ 2,700,000 | $ 3,810,000 | |||||
Maturity date | Sep. 1, 2017 | Apr. 10, 2016 | |||||
Annual interest rate | 3.50% | 0.50% | |||||
Related party transaction, description | The principal amount under the Note accrued interest at a rate of One Half of One Percent (0.50%) per annum. The Note was due and payable April 10, 2016. On March 15, 2016, the entire principal amount of the promissory note issued on March 9, 2016, was converted to 3,810 shares of Series I-2 Preferred Stock, pursuant to the Series I Agreement, dated as of March 9, 2016. Between January 12, 2017 and September 1, 2017, to obtain funding for working capital, the Company borrowed a total of $2,700,000 from Dr. Andrey Semechkin, and issued an unsecured, non-convertible promissory note in the principal amount of $2,700,000 (the “2017 Note”) to Dr. Andrey Semechkin. The principal amount under the 2017 Note accrued interest at a rate of three and a half percent (3.50%) per annum and was due and payable September 1, 2017. On December 7, 2017, to obtain funding for working capital purposes and to satisfy the indebtedness incurred on September 1, 2017, the Company entered into a Note Conversion and Stock Purchase Agreement (the “Agreement”) with Dr. Andrey Semechkin. Pursuant to the Agreement, the Company agreed to issue Dr. Semechkin a total of 1,860,810 shares of Common Stock at a conversion price and a purchase price of $1.75 per share in return for cancellation and surrender of the note issued to him by the Company on September 1, 2017 with a principal amount of $2,700,000 and all accrued and unpaid interest on the note of $56,000 and payment of an additional $500,000 by Dr. Semechkin to the Company. As a result of this transaction, there was no related party payable balance recorded as of December 31, 2017. | ||||||
Co-Chairman and Chief Executive Officer [Member] | Note Conversion and Stock Purchase Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Related party payable | $ 0 | ||||||
Related party transaction agreement date | Dec. 7, 2017 | ||||||
Issuance price per share | $ 1.75 | ||||||
Conversion of debt | $ 2,700,000 | ||||||
Accrued and unpaid interest on promissory note | 56,000 | ||||||
Payment received from related party | $ 500,000 | ||||||
Co-Chairman and Chief Executive Officer [Member] | Note Conversion and Stock Purchase Agreement [Member] | Common Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Promissory note converted to shares | 1,860,810 | ||||||
Co-Chairman and Chief Executive Officer [Member] | Unsecured Non-convertible Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Non-convertible promissory note, principal amount | $ 3,810,000 | ||||||
Series I-2 Preferred Stock [Member] | Co-Chairman and Chief Executive Officer [Member] | Unsecured Non-convertible Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Promissory note converted to shares | 3,810 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax [Line Items] | |||
Operating loss carryforwards, latest expiration year | 2,037 | ||
Operating loss carryforwards, expiration date | various years through 2037 | ||
Operating loss carryforwards | $ 64,904,000 | $ 62,655,000 | |
Increase in operating loss carryforwards | 2,249,000 | ||
Net deferred tax asset recognized | $ 0 | ||
Change period for unrecognized tax benefits | 12 months | ||
Net decrease in deferred tax assets | $ 8,819,000 | ||
Increase in deferred tax assets | 724,000 | ||
Tax cuts and jobs act of 2017, Change in tax rate in decrease in deferred tax assets | $ 9,543,000 | ||
Statutory federal income tax rate | 35.00% | 35.00% | |
Scenario Plan [Member] | |||
Income Tax [Line Items] | |||
Statutory federal income tax rate | 21.00% |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate and Effective Income Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Statutory federal income tax rate | 35.00% | 35.00% |
Permanent items | (11.00%) | 106.00% |
State income taxes, net of federal taxes | (7.00%) | 17.00% |
Foreign | (3.00%) | (17.00%) |
Change in valuation allowance | 175.00% | (152.00%) |
Change in tax rates | (189.00%) | 0.00% |
Tax credits claimed | (0.00%) | 7.00% |
Other | 0.00% | 4.00% |
Effective income tax rate | 0.00% | 0.00% |
Income Taxes - Summary of Signi
Income Taxes - Summary of Significant Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets (liabilities) | ||
Current deferred tax assets (liabilities) | $ 0 | $ 0 |
Deferred revenues | 0 | 0 |
Current deferred tax assets | 0 | 0 |
Valuation allowances | 0 | 0 |
Net current deferred tax assets | 0 | 0 |
Net operating loss carryforwards | 16,842 | 24,912 |
Stock based compensation | 2,695 | 3,570 |
Research and development tax credit | 2,696 | 2,480 |
Other | 192 | 282 |
Non-current deferred tax assets | 22,425 | 31,244 |
Valuation allowances | (22,425) | (31,244) |
Net non-current deferred tax assets | 0 | 0 |
Non-current deferred tax liabilities | 0 | 0 |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Provision for Income Taxes (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract] | ||
Current | $ 0 | $ 0 |
Deferred | 0 | 0 |
Total | $ 0 | $ 0 |
Stock Options and Warrants - St
Stock Options and Warrants - Stock Options - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 2 Months Ended | 12 Months Ended | |||
Dec. 31, 2009 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2010 | Dec. 31, 2006 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value | $ 0.93 | $ 2.69 | |||
Unrecognized compensation expense related to stock options | $ 1.9 | ||||
Unrecognized compensation cost related to unvested shares expected to be recognized, weighted-average period | 2 years 2 months 12 days | ||||
2006 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiry of options | 10 years | ||||
Stock options expiration date | Nov. 16, 2016 | ||||
Options granted to employees, directors and consultants | 0 | ||||
2006 Plan [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options that may be granted | 100,000 | ||||
2010 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiry of options | 10 years | ||||
2010 Plan [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of options that may be granted | 3,700,000 | ||||
Outside Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiry of options | 10 years | ||||
Options granted to employees, directors and consultants | 68,384 | ||||
Award vesting terms | 50 months | ||||
2006 Plan and 2010 Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted to employees, directors and consultants | 1,145,568 | 1,346,800 | |||
2006 Plan and 2010 Plan [Member] | Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiry of options | 10 years |
Stock Options and Warrants - Sc
Stock Options and Warrants - Schedule of Total Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 1,384 | $ 972 |
Cost of Sales [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 23 | 29 |
Research and Development [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 637 | 444 |
Selling and Marketing [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 41 | 47 |
General and Administrative [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 683 | $ 452 |
Stock Options and Warrants - Fa
Stock Options and Warrants - Fair Value of Stock Option Award, Weighted Average Assumptions (Detail) - Options Available for Future Grant [Member] | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Significant assumptions (weighted average): | ||
Risk-free interest rate at grant date | 1.95% | 1.52% |
Expected stock price volatility | 96.71% | 100.37% |
Expected dividend payout | 0.00% | 0.00% |
Expected option life based on management's estimate | 5 years 8 months 16 days | 6 years 7 days |
Stock Options and Warrants - Su
Stock Options and Warrants - Summary of Changes in Options Outstanding and Related Exercise Prices (Detail) | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number Outstanding | shares | 2,245,349 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 8 years 6 months 10 days |
Options Outstanding, Weighted Average Exercise Price | $ 8.25 |
Options Exercisable and Vested, Number Exercisable | shares | 960,860 |
Options Exercisable and Vested, Weighted Average Remaining Contractual Life (Years) | 8 years 1 month 6 days |
Options Exercisable and Vested, Weighted Average Exercise Price | $ 16.36 |
$1.09-$1.30 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding Exercise Prices, Lower Range Limit | 1.09 |
Options Outstanding Exercise Prices, Upper Range Limit | $ 1.30 |
Options Outstanding, Number Outstanding | shares | 880,264 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 9 years 3 months 11 days |
Options Outstanding, Weighted Average Exercise Price | $ 1.11 |
Options Exercisable and Vested, Number Exercisable | shares | 219,221 |
Options Exercisable and Vested, Weighted Average Remaining Contractual Life (Years) | 9 years 2 months 30 days |
Options Exercisable and Vested, Weighted Average Exercise Price | $ 1.11 |
$1.31-$3.03 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding Exercise Prices, Lower Range Limit | 1.31 |
Options Outstanding Exercise Prices, Upper Range Limit | $ 3.03 |
Options Outstanding, Number Outstanding | shares | 408,360 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 8 years 9 months 3 days |
Options Outstanding, Weighted Average Exercise Price | $ 2.06 |
Options Exercisable and Vested, Number Exercisable | shares | 216,416 |
Options Exercisable and Vested, Weighted Average Remaining Contractual Life (Years) | 8 years 8 months 9 days |
Options Exercisable and Vested, Weighted Average Exercise Price | $ 2.15 |
$3.04-$4.35 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding Exercise Prices, Lower Range Limit | 3.04 |
Options Outstanding Exercise Prices, Upper Range Limit | $ 4.35 |
Options Outstanding, Number Outstanding | shares | 847,071 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 8 years 2 months 23 days |
Options Outstanding, Weighted Average Exercise Price | $ 3.75 |
Options Exercisable and Vested, Number Exercisable | shares | 421,437 |
Options Exercisable and Vested, Weighted Average Remaining Contractual Life (Years) | 8 years 2 months 23 days |
Options Exercisable and Vested, Weighted Average Exercise Price | $ 3.75 |
$4.36-$90.75 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding Exercise Prices, Lower Range Limit | 4.36 |
Options Outstanding Exercise Prices, Upper Range Limit | $ 90.75 |
Options Outstanding, Number Outstanding | shares | 68,346 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 9 months |
Options Outstanding, Weighted Average Exercise Price | $ 39.86 |
Options Exercisable and Vested, Number Exercisable | shares | 62,478 |
Options Exercisable and Vested, Weighted Average Remaining Contractual Life (Years) | 4 years 6 months 18 days |
Options Exercisable and Vested, Weighted Average Exercise Price | $ 42.13 |
$90.76-$289.50 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding Exercise Prices, Lower Range Limit | 90.76 |
Options Outstanding Exercise Prices, Upper Range Limit | $ 289.50 |
Options Outstanding, Number Outstanding | shares | 41,308 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 11 months 8 days |
Options Outstanding, Weighted Average Exercise Price | $ 261.33 |
Options Exercisable and Vested, Number Exercisable | shares | 41,308 |
Options Exercisable and Vested, Weighted Average Remaining Contractual Life (Years) | 2 years 11 months 12 days |
Options Exercisable and Vested, Weighted Average Exercise Price | $ 261.33 |
Stock Options and Warrants - 56
Stock Options and Warrants - Summary of Changes in Options Outstanding and Related Exercise Prices for Shares of Company's Common Stock Options Issued (Detail) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 12 Months Ended | |
Dec. 31, 2009 | Dec. 31, 2017 | Dec. 31, 2016 | |
2006 Plan and 2010 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Outstanding, Beginning balance | 1,460,076 | 200,909 | |
Number of Options, Granted | 1,145,568 | 1,346,800 | |
Number of Options, Canceled or expired | (360,295) | (87,633) | |
Number of Options, Outstanding, Ending balance | 2,245,349 | 1,460,076 | |
Number of Options, Options vested and expected to vest Ending Balance | 2,105,101 | ||
Number of Options, Options exercisable Ending Balance | 960,860 | ||
Weighted Average Exercise Price Per Share, Outstanding, Beginning balance | $ 13.21 | $ 83.10 | |
Weighted Average Exercise Price Per Share, Granted | 1.14 | 3.41 | |
Weighted Average Exercise Price Per Share, Canceled or expired | 5.80 | 22.80 | |
Weighted Average Exercise Price Per Share, Outstanding, Ending balance | 8.25 | $ 13.21 | |
Weighted Average Exercise Price, Options vested or expected to vest Ending Balance | 8.65 | ||
Weighted Average Exercise Price, Options exercisable Ending Balance | $ 16.36 | ||
Weighted Average Remaining Contractual Term, Options Outstanding Ending Balance | 8 years 6 months 10 days | ||
Weighted Average Remaining Contractual Term, Options vested or expected to vest Ending Balance | 8 years 6 months 3 days | ||
Weighted Average Remaining Contractual Term, Options exercisable Ending Balance | 8 years 1 month 6 days | ||
Aggregate Intrinsic Value, Options outstanding, Ending balance | $ 451,224 | ||
Aggregate Intrinsic Value, Options vested or expected to vest Ending Balance | 416,005 | ||
Aggregate Intrinsic Value, Options exercisable Ending Balance | $ 109,161 | ||
Outside Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Outstanding, Beginning balance | 50,730 | 50,730 | |
Number of Options, Granted | 68,384 | ||
Number of Options, Outstanding, Ending balance | 50,730 | 50,730 | |
Weighted Average Exercise Price Per Share, Outstanding, Beginning balance | $ 92.31 | $ 92.31 | |
Weighted Average Exercise Price Per Share, Outstanding, Ending balance | $ 92.31 | $ 92.31 | |
Weighted Average Remaining Contractual Term, Options exercisable Ending Balance | 1 year 10 months 10 days |
Stock Options and Warrants - 57
Stock Options and Warrants - Summary of Changes in Restricted Stock Award Activity (Detail) - Under 2006 Plan and 2010 Plan [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Granted | 30,643 | 58,182 |
Number of Shares, Vested | (30,643) | (58,182) |
Weighted Average Grant Date Fair Value, Granted | $ 1.60 | $ 1.80 |
Weighted Average Grant Date Fair Value, Vested | $ 1.60 | $ 1.80 |
Stock Options and Warrants - Re
Stock Options and Warrants - Restricted Stock Awards - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 1,384,000 | $ 972,000 |
Under 2006 Plan and 2010 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant-date fair value of restricted stock awards | 49,000 | 105,000 |
Stock-based compensation expense | 49,000 | 105,000 |
Unrecognized compensation costs | $ 0 | $ 0 |
Stock Options and Warrants - Wa
Stock Options and Warrants - Warrants Issued in Connection with October 2014 Financing - Additional Information (Detail) - Placement Agent Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Nov. 25, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Closing price of common stock | $ 1.60 | |
Warrant exercise price | $ 1.75 | $ 1.75 |
Stock price volatility | 94.80% | |
Options and warrant expected term | 2 years 3 months 14 days | |
Dividend rate | 0.00% | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Closing price of common stock | $ 1.75 | |
U.S. Treasury Notes [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk free interest rate | 1.91% |
Stock Options and Warrants - 60
Stock Options and Warrants - Fair Value of the Warrant Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Change in fair value of warrant liability | $ 1,068 | $ (14,607) |
October 2014 Financing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Change in fair value of warrant liability | $ 0 | $ 72 |
Stock Options and Warrants - Se
Stock Options and Warrants - Series A Warrant Exercises - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Proceeds from exercise of warrants | $ | $ 1,518,000 |
Number of warrants exercised | shares | 926,971 |
Series A Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Proceeds from exercise of warrants | $ | $ 22,000 |
Number of warrants exercised | shares | 12,408 |
Stock Options and Warrants - Pl
Stock Options and Warrants - Placement Agent Warrants Price Adjustment - Additional Information (Detail) - $ / shares | 1 Months Ended | 12 Months Ended | |||||
Apr. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2015 | Nov. 25, 2014 | Mar. 12, 2013 | Jan. 22, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of warrants exercised | 926,971 | ||||||
Warrants outstanding converted into common stock | 16,667 | 33,750 | |||||
Warrants outstanding | 7,321,468 | 4,001,469 | 126,206 | ||||
Placement Agent Warrants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of warrants | $ 1.75 | $ 1.75 | |||||
Number of warrants exercised | 59,564 | ||||||
Warrants outstanding | 2,483 | ||||||
Placement Agent Warrants [Member] | Common Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrants outstanding converted into common stock | 33,935 |
Stock Options and Warrants - 63
Stock Options and Warrants - Warrants Issued in Connection with March 2016 Financing - Additional Information (Detail) - USD ($) | Mar. 15, 2017 | Dec. 08, 2016 | Sep. 15, 2016 | Apr. 30, 2016 | Sep. 14, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | May 09, 2016 | Nov. 25, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unexercised outstanding shares expired | 3,319,999 | 3,037,762 | |||||||
Fair value of warrant liability in excess of proceeds | $ 9,902,000 | ||||||||
Fair value of warrant issued | $ 3,113,000 | 2,045,000 | |||||||
Change in fair value of warrant liability expense (income) | $ 1,068,000 | (14,607,000) | |||||||
Proceeds from exercise of warrants | $ 1,518,000 | ||||||||
Number of warrants exercised | 926,971 | ||||||||
Series-A and Placement Agent Warrants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Warrant exercise price | $ 1.75 | ||||||||
Placement Agent Warrants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Closing price of common stock | $ 1.60 | ||||||||
Warrant exercise price | $ 1.75 | $ 1.75 | |||||||
Stock price volatility | 94.80% | ||||||||
Options and warrant expected term | 2 years 3 months 14 days | ||||||||
Dividend rate | 0.00% | ||||||||
Number of warrants exercised | 59,564 | ||||||||
Placement Agent Warrants [Member] | U.S. Treasury Notes [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Risk free interest rate | 1.91% | ||||||||
Maximum [Member] | Placement Agent Warrants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Closing price of common stock | $ 1.75 | ||||||||
March 2016 Financing [Member] | Series-A and Placement Agent Warrants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Closing price of common stock | 1.60 | ||||||||
Warrant exercise price | $ 1.75 | ||||||||
Stock price volatility | 94.80% | ||||||||
Options and warrant expected term | 3 years 2 months 15 days | ||||||||
Dividend rate | 0.00% | ||||||||
March 2016 Financing [Member] | Series-A and Placement Agent Warrants [Member] | U.S. Treasury Notes [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Risk free interest rate | 2.00% | ||||||||
March 2016 Financing [Member] | Maximum [Member] | Series-A and Placement Agent Warrants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Closing price of common stock | $ 1.75 | ||||||||
Warrants Issued In Connection With March Two Thousand Sixteen Financing | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Fair value of warrant liability in excess of proceeds | $ 9,902,000 | ||||||||
Fair value of warrant issued | 16,747,000 | ||||||||
Change in fair value of warrant liability expense (income) | 1,100,000 | $ (14,500,000) | |||||||
Warrants Issued In Connection With March Two Thousand Sixteen Financing | Placement Agent Warrants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Fair value of warrant issued | 535,000 | ||||||||
Series B Warrants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unexercised outstanding shares expired | 3,000,000 | ||||||||
Proceeds from exercise of warrants | $ 996,000 | ||||||||
Number of warrants exercised | 569,285 | ||||||||
Series B Warrants [Member] | Warrants Issued In Connection With March Two Thousand Sixteen Financing | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Fair value of warrant issued | 5,658,000 | ||||||||
Series C Warrants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Unexercised outstanding shares expired | 3,300,000 | ||||||||
Proceeds from exercise of warrants | $ 500,000 | ||||||||
Number of warrants exercised | 285,714 | ||||||||
Series C Warrants [Member] | Warrants Issued In Connection With March Two Thousand Sixteen Financing | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Fair value of warrant issued | 4,927,000 | ||||||||
Series A Warrants [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Proceeds from exercise of warrants | $ 22,000 | ||||||||
Number of warrants exercised | 12,408 | ||||||||
Series A Warrants [Member] | Warrants Issued In Connection With March Two Thousand Sixteen Financing | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Fair value of warrant issued | $ 5,627,000 |
Stock Options and Warrants - 64
Stock Options and Warrants - Warrants Issued with Common Stock - Additional Information (Detail) - $ / shares | Mar. 12, 2013 | Jan. 22, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares of common stock sold | 33,334 | 67,500 |
Warrants outstanding converted into common stock | 16,667 | 33,750 |
Warrants exercisable price | $ 30 | $ 30 |
Warrant term | 5 years | |
Co-Chairman and Chief Executive Officer [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding converted into common stock | 1,667 | |
Warrant term | 5 years |
Stock Options and Warrants - 65
Stock Options and Warrants - Warrants Issued with Other Financings - Additional Information (Detail) | Jan. 22, 2013 | Sep. 30, 2011Tranche$ / sharesshares | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrant term | 5 years | ||
Skin Care [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of tranches of common stock warrants issuable | Tranche | 2 | ||
Number of shares which can be purchased by the exercise of warrants | shares | 667 | ||
Strike price, tranche one | $ 225 | ||
Strike price, tranche two | $ 300 | ||
Vesting over four quarters | Four quarters | ||
Warrant term | 5 years | ||
Expiration date of warrants | Sep. 30, 2016 | ||
Skin Care [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrant term | 5 years |
Stock Options and Warrants - 66
Stock Options and Warrants - Summary of Outstanding Warrants Related to Warrant Transactions (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Warrant or Right [Line Items] | ||
Number of Shares, Outstanding, Beginning balance | 7,321,468 | 126,206 |
Warrants, Issued | 11,159,995 | |
Warrants, Exercised | (926,971) | |
Warrants, Forfeited/Cancelled | (3,319,999) | (3,037,762) |
Number of Shares, Outstanding, Ending balance | 4,001,469 | 7,321,468 |
Weighted Average Exercise Price, Exercised | $ 1.75 | |
Weighted Average Exercise Price, Forfeited/Cancelled | $ 1.75 | |
Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Weighted Average Exercise Price, Outstanding, Beginning balance | 300 | 300 |
Weighted Average Exercise Price, Issued | 3.64 | |
Weighted Average Exercise Price, Forfeited/Cancelled | 300 | |
Weighted Average Exercise Price, Outstanding, Ending balance | 30 | 300 |
Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Weighted Average Exercise Price, Outstanding, Beginning balance | 1.79 | 1.79 |
Weighted Average Exercise Price, Issued | 1.75 | |
Weighted Average Exercise Price, Forfeited/Cancelled | 1.75 | |
Weighted Average Exercise Price, Outstanding, Ending balance | 1.75 | 1.79 |
Weighted Average | ||
Class of Warrant or Right [Line Items] | ||
Weighted Average Exercise Price, Outstanding, Beginning balance | 2.40 | 15.82 |
Weighted Average Exercise Price, Issued | 2.42 | |
Weighted Average Exercise Price, Exercised | 1.75 | |
Weighted Average Exercise Price, Forfeited/Cancelled | 1.75 | 1.86 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 2.94 | $ 2.40 |
January Two Thousand Thirteen Financing | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Outstanding, Beginning balance | 33,750 | 33,750 |
Number of Shares, Outstanding, Ending balance | 33,750 | 33,750 |
March Two Thousand Thirteen Financing | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Outstanding, Beginning balance | 16,667 | 16,667 |
Number of Shares, Outstanding, Ending balance | 16,667 | 16,667 |
March 2016 Financing [Member] | Series A Common Stock [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Outstanding, Beginning balance | 3,605,713 | |
Warrants, Issued | 3,605,713 | |
Number of Shares, Outstanding, Ending balance | 3,605,713 | 3,605,713 |
March 2016 Financing [Member] | Series B Common Stock [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants, Issued | 3,605,713 | |
Warrants, Exercised | (569,285) | |
Warrants, Forfeited/Cancelled | (3,036,428) | |
March 2016 Financing [Member] | Series C Common Stock [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Outstanding, Beginning balance | 3,319,999 | |
Warrants, Issued | 3,605,713 | |
Warrants, Exercised | (285,714) | |
Warrants, Forfeited/Cancelled | (3,319,999) | |
Number of Shares, Outstanding, Ending balance | 3,319,999 | |
March 2016 Financing [Member] | Placement Agent [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Outstanding, Beginning balance | 342,856 | |
Warrants, Issued | 342,856 | |
Number of Shares, Outstanding, Ending balance | 342,856 | 342,856 |
October 2014 Financing [Member] | Series A Common Stock [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Outstanding, Beginning balance | 12,408 | |
Warrants, Exercised | (12,408) | |
October 2014 Financing [Member] | Placement Agent [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Outstanding, Beginning balance | 2,483 | 62,047 |
Warrants, Exercised | (59,564) | |
Number of Shares, Outstanding, Ending balance | 2,483 | 2,483 |
Skin Care [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Outstanding, Beginning balance | 1,334 | |
Warrants, Forfeited/Cancelled | (1,334) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Feb. 22, 2017 | Jan. 22, 2013 | Jul. 31, 2012 | Sep. 30, 2011Tranche$ / sharesshares | Dec. 31, 2017USD ($)ft² | Dec. 31, 2016USD ($) | Jan. 01, 2013ft² | Jul. 01, 2011ft² | Mar. 01, 2011ft² |
Commitments And Contingencies [Line Items] | |||||||||
Rent expense | $ 345,000 | $ 314,000 | |||||||
Warrant term | 5 years | ||||||||
Biomedical Market [Member] | Customer Concentration Risk [Member] | Major customer 1 [Member] | Sales Revenue Segment [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Concentration risk percentage | 35.00% | 30.00% | |||||||
Skin Care [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Percentage of net revenues for Direct Sales generated from the proprietary mailings | 20.00% | ||||||||
Percentage of net revenues for Referral Sales | 9.00% | 10.00% | |||||||
Termination of the agreement | 30 days | ||||||||
Number of tranches of common stock warrants issuable | Tranche | 2 | ||||||||
Number of shares which can be purchased by the exercise of warrants | shares | 667 | ||||||||
Strike price, tranche one | $ / shares | $ 225 | ||||||||
Strike price, tranche two | $ / shares | $ 300 | ||||||||
Warrant term | 5 years | ||||||||
Commission percentage on direct sale | 18.00% | ||||||||
Commission expenses | $ 0 | $ 4,000 | |||||||
Oceanside Facility [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Current square feet of leased office and laboratory | ft² | 8,215 | ||||||||
Lease expiration period | 2021-12 | ||||||||
Option to terminate of lease | Jan. 1, 2020 | ||||||||
Advanced notice required to terminate lease | 6 months | ||||||||
Current base rent | $ 10,000 | ||||||||
Percentage of increase in monthly base rent | 3.00% | ||||||||
Frederick [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Current square feet of leased office and laboratory | ft² | 8,280 | ||||||||
Current base rent | $ 11,000 | ||||||||
Expiry of lease | Dec. 31, 2015 | ||||||||
Expiry of lease additional | 7 years | ||||||||
Priestly Drive [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Current square feet of leased office and laboratory | ft² | 9,848 | 8,199 | 4,653 | ||||||
Current base rent | $ 13,000 | ||||||||
Percentage of increase in monthly base rent | 3.00% | ||||||||
Expiry of lease | Feb. 29, 2016 | ||||||||
Expiry of lease additional | 3 years | 1 year | |||||||
Initial monthly base rent | $ 5,000 |
Commitments and Contingencies68
Commitments and Contingencies - Summary of Future Minimum Lease Payments Required under Operating Leases that Have Initial or Remaining Non-Cancelable Lease Terms in Excess of One Year (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
2,018 | $ 409 |
2,019 | 416 |
2,020 | 287 |
2,021 | 267 |
2,022 | 143 |
Thereafter | 85 |
Total | $ 1,607 |
Segments and Geographic Infor69
Segments and Geographic Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2017SegmentUnitsProduct | |
Segment Reporting [Abstract] | |
Number reporting segments | Segment | 3 |
Number of business units | Units | 2 |
Human cell culture products | Product | 190 |
Segments and Geographic Infor70
Segments and Geographic Information - Revenues, Expenses and Operating Income (Loss) by Market Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | ||
Total revenues | $ 7,456 | $ 7,165 |
Expenses | ||
Total expenses | 12,398 | 12,016 |
Operating income (loss): | ||
Total operating income (loss) | (4,942) | (4,851) |
Cosmetic Market [Member] | ||
Revenues: | ||
Total revenues | 2,256 | 2,849 |
Expenses | ||
Total expenses | 2,634 | 2,797 |
Operating income (loss): | ||
Total operating income (loss) | (378) | 52 |
Biomedical Market [Member] | ||
Revenues: | ||
Total revenues | 5,200 | 4,316 |
Expenses | ||
Total expenses | 3,373 | 3,065 |
Operating income (loss): | ||
Total operating income (loss) | 1,827 | 1,251 |
Therapeutic Market [Member] | ||
Expenses | ||
Total expenses | 6,391 | 6,154 |
Operating income (loss): | ||
Total operating income (loss) | $ (6,391) | $ (6,154) |
Segments and Geographic Infor71
Segments and Geographic Information - Summary of Significant Revenues in Following Regions (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | $ 7,456 | $ 7,165 |
North America [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 6,347 | 6,061 |
Asia [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 728 | 702 |
Europe [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 354 | 362 |
All Other Regions [Member] | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | $ 27 | $ 40 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Mar. 06, 2018 | Mar. 31, 2018 | Dec. 31, 2017 |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Options granted | 1,009,500 | ||
Options granted, vesting period | 3 years | ||
Chief Executive Officer and Co-Chairman [Member] | |||
Subsequent Event [Line Items] | |||
Related party transaction, description | The outstanding principal amount under the Note accrues interest at a rate of four Percent (4%) per annum. The Note is due and payable November 1, 2018, but may be pre-paid by the Company without penalty at any time. | ||
Chief Executive Officer and Co-Chairman [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Related party payable | $ 350,000 | ||
Chief Executive Officer and Co-Chairman [Member] | Unsecured Non-convertible Promissory Note [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Annual interest rate | 4.00% | ||
Maturity date | Nov. 1, 2018 | ||
Chief Executive Officer and Co-Chairman [Member] | Unsecured Non-convertible Promissory Note [Member] | Maximum [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Non-convertible promissory note, principal amount | $ 500,000 |