Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 13, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
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 Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 6,299,821 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (2018 Unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Assets | ||
Cash | $ 477 | $ 304 |
Accounts receivable, net of allowance for doubtful accounts of $12 | 1,614 | 465 |
Inventory, net | 1,682 | 1,307 |
Prepaid expenses and other current assets | 567 | 779 |
Total current assets | 4,340 | 2,855 |
Non-current inventory | 718 | 692 |
Property and equipment, net | 384 | 321 |
Intangible assets, net | 2,910 | 2,922 |
Deposits and other assets | 64 | 74 |
Total assets | 8,416 | 6,864 |
Liabilities and Stockholders' Equity | ||
Accounts payable | 1,817 | 830 |
Accrued liabilities | 819 | 607 |
Related party payable | 1,108 | |
Advances | 250 | 250 |
Fair value of warrant liability | 2,779 | 3,113 |
Total current liabilities | 6,773 | 4,800 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Common stock | 6 | 6 |
Additional paid-in capital | 107,388 | 106,585 |
Accumulated deficit | (105,756) | (104,532) |
Total stockholders' equity | 1,643 | 2,064 |
Total liabilities and stockholders' equity | 8,416 | 6,864 |
Series B Preferred Stock [Member] | ||
Stockholders' Equity | ||
Convertible Preferred stock | ||
Series D Preferred Stock [Member] | ||
Stockholders' Equity | ||
Convertible Preferred stock | ||
Series G Preferred Stock [Member] | ||
Stockholders' Equity | ||
Convertible Preferred stock | 5 | 5 |
Series I-1 Preferred Stock [Member] | ||
Stockholders' Equity | ||
Convertible Preferred stock | ||
Series I-2 Preferred Stock [Member] | ||
Stockholders' Equity | ||
Convertible Preferred stock |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (2018 Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
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 | 6,295,888 | 6,057,132 |
Common stock, shares outstanding | 6,295,888 | 6,057,132 |
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 | $ 402 | $ 396 |
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 | 1,094 | 1,304 |
Preferred stock, shares outstanding | 1,094 | 1,304 |
Liquidation preference | $ 1,094 | $ 1,304 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues | ||||
Total revenues | $ 3,038,000 | $ 1,762,000 | $ 5,671,000 | $ 3,767,000 |
Expenses | ||||
Cost of sales | 1,095,000 | 471,000 | 1,920,000 | 1,024,000 |
Research and development | 452,000 | 739,000 | 1,263,000 | 1,384,000 |
Selling and marketing | 624,000 | 557,000 | 1,332,000 | 1,133,000 |
General and administrative | 1,233,000 | 997,000 | 2,707,000 | 2,274,000 |
Total expenses | 3,404,000 | 2,764,000 | 7,222,000 | 5,815,000 |
Loss from operations | (366,000) | (1,002,000) | (1,551,000) | (2,048,000) |
Other income (expense) | ||||
Change in fair value of warrant liability | (21,000) | 1,584,000 | 334,000 | (448,000) |
Interest expense | (7,000) | (14,000) | (9,000) | (20,000) |
Miscellaneous income | 1,000 | 2,000 | ||
Total other income (expense) | (27,000) | 1,570,000 | 327,000 | (468,000) |
Income (loss) before income taxes | (393,000) | 568,000 | (1,224,000) | (2,516,000) |
Provision for income taxes | 0 | |||
Net income (loss) | (393,000) | 568,000 | (1,224,000) | (2,516,000) |
Net income (loss) applicable to common stockholders | $ (393,000) | $ 568,000 | $ (1,224,000) | $ (2,516,000) |
Net income (loss) per common share-basic | $ (0.06) | $ 0.14 | $ (0.20) | $ (0.63) |
Net loss per common share-diluted | $ (0.06) | $ (0.25) | $ (0.20) | $ (0.63) |
Weighted average shares-basic | 6,225 | 3,996 | 6,181 | 3,974 |
Weighted average shares-diluted | 6,225 | 4,017 | 6,181 | 3,974 |
Product | ||||
Revenues | ||||
Total revenues | $ 3,038,000 | $ 1,762,000 | $ 5,671,000 | $ 3,767,000 |
Condensed Consolidated Stateme5
Condensed 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, 2016 | $ 3,444 | $ 4 | $ 5 | $ 101,898 | $ (98,463) | |||
Beginning balance, shares at Dec. 31, 2016 | 3,951 | 250 | 5,000 | 2 | 4 | |||
Issuance of common stock | ||||||||
for services | 49 | 49 | ||||||
for services, shares | 30 | |||||||
for cash | 500 | 500 | ||||||
for cash, shares | 286 | |||||||
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 | |||
Issuance of common stock | ||||||||
for services | 15 | 15 | ||||||
for services, shares | 10 | |||||||
from exercise of options | 124 | 124 | ||||||
from exercise of options, shares | 109 | |||||||
Conversion of preferred stock, shares | 120 | |||||||
Stock-based compensation | 664 | 664 | ||||||
Net loss | (1,224) | (1,224) | ||||||
Ending balance at Jun. 30, 2018 | $ 1,643 | $ 6 | $ 5 | $ 107,388 | $ (105,756) | |||
Ending balance, shares at Jun. 30, 2018 | 6,296 | 250 | 5,000 | 1 | 4 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities | ||
Net loss | $ (1,224) | $ (2,516) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 140 | 165 |
Stock-based compensation expense | 664 | 633 |
Common stock issued for services | 15 | 32 |
Change in fair value of warrant liability | (334) | 448 |
Allowance for inventory obsolescence | 32 | 5 |
Interest expense on bridge loan from related party | 8 | |
Loss on disposal of property and equipment | 1 | |
Impairment of intangible assets | 204 | 80 |
Changes in operating assets and liabilities | ||
Increase in accounts receivable | (1,149) | (31) |
Increase in inventory | (433) | (33) |
Decrease (increase) in prepaid assets and other assets | 212 | (86) |
Decrease in deposits | 10 | 1 |
Increase (decrease) in accounts payable | 987 | (450) |
Increase in accrued liabilities | 309 | 403 |
Increase in related party payable | 19 | |
Net cash used in operating activities | (558) | (1,330) |
Cash flows from investing activities | ||
Purchases of property and equipment | (149) | (60) |
Payments for patent licenses and trademarks | (247) | (423) |
Net cash used in investing activities | (396) | (483) |
Cash flows from financing activities | ||
Proceeds from a bridge loan from a related party | 1,100 | 2,000 |
Proceeds from exercise of stock options | 124 | |
Payments on financed insurance premiums | (97) | |
Net cash provided by financing activities | 1,127 | 2,000 |
Net increase in cash | 173 | 187 |
Cash, beginning of period | 304 | 110 |
Cash, end of period | $ 477 | $ 297 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
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 cells 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 ISC-hpNSC® 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. The Company’s burn rate for the six months ended June 30, 2018 was approximately $93,000 per month, excluding capital expenditures and patent costs averaging $66,000 per month. There can be no assurance that the Company will be successful in maintaining its normal operating cash flow or raising additional funds, and that such cash flows will be sufficient to sustain the Company’s operations at least through one year after the issuance date of the Company’s condensed consolidated financial statements. Based on the above, there is substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements were prepared assuming that the Company will continue as a going concern. The condensed 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 accompanying unaudited condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q. These financial statements do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change to the information disclosed in the notes to consolidated financial statements included in the annual report on Form 10-K of International Stem Cell Corporation and Subsidiaries for the year ended December 31, 2017. The unaudited condensed consolidated financial information for the interim periods presented reflects all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of the Company’s consolidated results of operations, financial position and cash flows. The unaudited condensed consolidated financial statements and the related notes should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2017 included in the Company’s annual report on Form 10-K. Operating results for interim periods are not necessarily indicative of the operating results for any other interim period or an entire year. 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 and 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 June 30, 2018 and December 31, 2017. Inventory Inventory is accounted for using the average cost and first-in, first-out (FIFO) method for the Company’s LCT cell culture media and reagents, average cost and specific identification methods for the Company’s LSC products, and specific identification method for the Company’s LCT 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 current period end is classified as non-current inventory on the balance sheet. 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 June 30, 2018 and December 31, 2017, 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 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 $3,806,000 and $3,763,000 at June 30, 2018 and December 31, 2017, respectively, and are amortized on a straight-line basis over the shorter of the lives of the underlying patents or the useful life of the license. Amortization expense for the three months ended June 30, 2018 and 2017 was $28,000 and $34,000, respectively. Amortization expense for the six months ended June 30, 2018 and 2017 was $55,000 and $67,000, respectively. All amortization expense related to intangible assets is included in general and administrative expense. Accumulated amortization as of June 30, 2018 and December 31, 2017 was $896,000 and $841,000, respectively. 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 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. The Company recognized $93,000 and $0 of impairment losses on its intangible assets during the three months ended June 30, 2018 and 2017, respectively. The Company recognized $204,000 and $80,000 of impairment losses on its intangible assets during the six months ended June 30, 2018 and 2017, respectively, due to abandonment of efforts to pursue certain patents or patented technologies. Revenue Recognition Revenue is recognized pursuant to Financial Accounting Standards Board (“ FASB”) issued Accounting Standards Update (“ASU”) No. 2014 - 09, Revenue from Contracts with Customers (Topic 606) 1. Identify the contract with the customer 2. Identify the performance obligations in the contract 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations in the contract 5. Recognize revenue when (or as) each performance obligation is satisfied Under Topic 606, the Company recognizes revenue when it satisfies a performance obligation by transferring control of the promised goods or services to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The following table presents the Company's revenue disaggregated by segment, product and geography, based on management's assessment of available data: Biomedical Market: Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 U.S. OUS* Total Revenues % of Total Revenues U.S. OUS* Total Revenues % of Total Revenues Biomedical products cells $ 304 $ 63 $ 367 14% $ 242 $ 138 $ 380 29% media 2,162 116 2,278 86% 814 111 925 71% other 5 - 5 -% - - - -% Total $ 2,471 $ 179 $ 2,650 100.0% $ 1,056 $ 249 $ 1,305 100.0% Six Months Ended June 30, 2018 Six Months Ended June 30, 2017 U.S. OUS* Total Revenues % of Total Revenues U.S. OUS* Total Revenues % of Total Revenues Biomedical products cells $ 547 $ 204 $ 751 16% $ 523 $ 260 $ 783 29% media 3,716 305 4,021 84% 1,624 306 1,930 71% other 14 - 14 -% - - - -% Total $ 4,277 $ 509 $ 4,786 100.0% $ 2,147 $ 566 $ 2,713 100.0% *Outside the United States Cosmetic Market: Three Months Ended Three Months Ended Total Revenues % of Total Revenues Total Revenues % of Total Revenues Cosmetic sales channels ecommerce $ 238 61% $ 253 56% professional 150 39% 203 44% international - -% 1 -% Total $ 388 100.0% $ 457 100.0% Six Months Ended Six Months Ended Total Revenues % of Total Revenues Total Revenues % of Total Revenues Cosmetic sales channels ecommerce $ 571 65% $ 585 56% professional 314 35% 465 44% international - -% 4 -% Total $ 885 100.0% $ 1,054 100.0% The Company's revenue consists primarily of sales of products from its two revenue-generating operating segments, the cosmetics products and biomedical products business segments. The cosmetic market segment markets and sells a line of luxury skincare products sold through three sales channels: ecommerce, professional, and international. The ecommerce channel sells direct to customers through online orders, while the professional sales are to spas, salons and other skincare providers. International sales are primarily through distributors. The biomedical market segment markets and sells primary human cell research products with two product categories, cells and media, sold both within and outside the United States. Contract terms for unit price, quantity, shipping and payment are governed by sales agreements, invoices or online order forms which the Company considers to be a customer's contract in all cases. The unit price is considered the observable stand-alone selling price for the arrangements. Any promotional or volume sales discounts are applied evenly to the units sold for purposes of calculating standalone selling price. Product sales generally consist of a single performance obligation that the Company satisfies at a point in time. The Company recognizes product revenue when the following events have occurred: (a) the Company has transferred physical possession of the products, (b) the Company has a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products. For Lifeline Skincare products ecommerce sales are primarily paid through credit card charges, while professional and international sales are invoiced. The professional sales and biomedical products' standard payment terms for its customers are generally 30 days after the Company satisfies the performance obligations. For cosmetic products, the Company honors a 30 days return policy, but historical returns have been minimal. The Company has estimated the historical rate of returns for the 30-day product return guarantee, which has remained consistent for the three and six months ended June 30, 2018 as compared to the years ended December 31, 2017 and 2016. At June 30, 2018 and December 31, 2017, the estimated allowance for sales returns for LSC was $10,000. All amounts billed to a customer in a sales transaction related to shipping and handling, if any, represent revenues earned for the goods provided. Costs related to such shipping and handling billing are classified as cost of sales. Variable Consideration The Company records revenue from customers in an amount that reflects the transaction price it expects to be entitled to after transferring control of those goods or services. From time to time, the Company offers sales promotions on its skincare products such as discounts and free product offers. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur, and updated at the end of each reporting period as additional information becomes available. Contract Balances The Company records a receivable when it has an unconditional right to receive consideration after the performance obligations are satisfied. As of June 30, 2018 and December 31, 2017, accounts receivable, net, totaled $1,614,000 and $465,000, respectively. For the three and six months ended June 30, 2018, the Company did not incur material impairment losses with respect to its receivables. Practical Expedients The Company has elected the practical expedient not to determine whether contacts with customers contain significant financing components. The Company pays commissions on certain sales for its biomedical and cosmetic market(s) once the customer payment has been received, which are accrued at the time of the sale. The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses. In addition, the Company has elected to exclude sales taxes in consideration of the transaction price. 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. 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 the Company’s 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 June 30, 2018 (in thousands): Total Level 1 Level 2 Level 3 LIABILITIES: Warrants to purchase common stock $ 2,779 $ — $ — $ 2,779 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 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, 2016 $ 2,045 Adjustments to estimated fair value 1,068 Ending balance at December 31, 2017 $ 3,113 Adjustments to estimated fair value (334 ) Ending balance at June 30, 2018 $ 2,779 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 unaudited condensed 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, receivables, accounts payable, accrued liabilities and related party note payable as of June 30, 2018 and December 31, 2017 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 quarterly reporting date as necessary 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 June 30, 2018, there were 0 non-vested shares of restricted stock, 1,321,182 vested and 1,888,713 non-vested stock options outstanding, and 3,951,052 warrants outstanding; and at June 30, 2017, there were 0 non-vested restricted stock, 736,310 vested and 1,625,671 non-vested stock options outstanding, and 4,001,469 warrants outstanding. These restricted stock awards, stock options and warrants, other than certain in-the-money options at June 30, 2017, were not included in the diluted loss per share calculation because the effect would have been anti-dilutive. Stock options exercisable into approximately 88,000 common shares were considered dilutive for the three months ended June 30, 2017 and included in the diluted loss per share, but anti-dilutive for the six months ended June 30, 2017 and excluded from the diluted loss per share. 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 income or loss from operations for the three and six months ended June 30, 2018 and 2017. 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. 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 three and six months ended June 30, 2018 and 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 FASB issued ASU No. 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 , Revenue from Contracts with Customers (Topic 606), Revenue Recognition |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory | 2. Inventory The components of inventories are as follows (in thousands): June 30, December 31, 2018 2017 Raw materials $ 709 $ 609 Work in process 730 472 Finished goods 1,229 1,154 Total 2,668 2,235 Less: allowance for inventory excess and obsolescence (268 ) (236 ) Inventory, net $ 2,400 $ 1,999 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Property and equipment consists of the following (in thousands): June 30, December 31, 2018 2017 Machinery and equipment $ 1,603 $ 1,459 Computer equipment and software 430 429 Office equipment 214 214 Leasehold improvements 807 805 3,054 2,907 Less: accumulated depreciation and amortization (2,670 ) (2,586 ) Property and equipment, net $ 384 $ 321 Depreciation expense for the three and six months ended June 30, 2018 was $44,000 and $85,000, respectively, and during the same periods in the prior year depreciation expense was $49,000 and $98,000, respectively. |
Patent Licenses
Patent Licenses | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Patent Licenses | 4. Patent Licenses On December 31, 2003, LCT entered into an Option to License Intellectual Property 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. As of June 30, 2018, the total amounts capitalized related to the acquired Astellas licenses were $747,000, and $3,059,000 related to the other patent acquisition costs and trademarks. At June 30, 2018, future amortization expense related to intangible assets subject to amortization is expected to be as follows (in thousands): Amount 2018 (remaining six months) $ 26 2019 80 2020 63 2021 63 2022 63 Thereafter 2,529 Total $ 2,824 |
Advances
Advances | 6 Months Ended |
Jun. 30, 2018 | |
Advances [Abstract] | |
Advances | 5. Advances On June 18, 2008, the Company entered into an agreement with BioTime, Inc. (“Bio Time”), where Bio Time will pay an advance of $250,000 to LCT 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 June 30, 2018, no revenues were realized from this agreement. June 30, December 31, 2018 2017 BioTime, Inc. (in thousands) $ 250 $ 250 |
Capital Stock
Capital Stock | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Capital Stock | 6. Capital Stock As of June 30, 2018, 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. Capital 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 June 30, 2018 and December 31, 2017, 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 June 30, 2018 and December 31, 2017, 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, 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 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 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 June 30, 2018 and December 31, 2017, 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. Series I Preferred Stock On March 9, 2016, the Company, entered into 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 the 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 “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 at 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 at 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 at 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 Warrant has an initial exercise price of $3.64 per share, and is 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 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 three and six months ended June 30, 2018, the investors converted 122.5 and 210 shares of the Series I Preferred Stock into 70,000 and 120,000 shares of the Company’s common stock. As of June 30, 2018 and December 31, 2017, there were 5,404 and 5,614 shares of Series I Preferred Stock outstanding, respectively. See Note 9, Stock Options and Warrants, Warrants Issued in connection with the March 2016 Financing Reserved Shares At June 30, 2018, the Company had shares of common stock reserved for future issuance as follows: Options outstanding 3,209,895 Options available for future grant 6,316,191 Convertible preferred stock 6,272,076 Warrants 3,951,052 19,749,214 At the 2018 Annual Meeting, stockholders approved an amendment to the Company’s 2010 Equity Participation Plan increasing the share reserve from 3,700,000 shares to 9,700,000 shares and corresponding changes to certain limitations set forth in the Plan (including the annual limit on awards to any employee). |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2018 | |
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, and Series I Preferred 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 an amendment to the lease agreement to extend the term of the lease until 2020 and include annual adjustments to the monthly lease payments. For the three months ended June 30, 2018 and 2017, the Company recorded $40,000 and $39,000, respectively, in rent expense that was related to the facility lease arrangement with related parties. For the six months ended June 30, 2018 and 2017, the Company recorded $80,000 and $77,000, respectively, in rent expense that was related to the facility lease arrangement with related parties. 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, 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 $2,700,000 (the “2017 Note”) to Dr. Andrey Semechkin. The principal amount under the 2017 Note accrues interest at a rate of three and a half percent (3.50%) per annum 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 Between March 6, 2018 and May 31, 2018, to obtain funding for working capital purposes the Company borrowed a total of $1,100,000 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 $1,100,000 (the “Note”) to Dr. Andrey Semechkin (the “Noteholder”). |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes The Company estimated Federal and state tax losses for the current year and recorded a full valuation allowance against all net deferred tax assets. As such, no income tax provision has been recorded for the current period. 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. There can be no assurances that the Company will ever be able to realize the benefit of some or all of the federal and state loss carryforwards or the credit carryforwards, either due to ongoing operating losses or due to ownership changes, which limit the usefulness of the carryforwards. 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 three and six months ended June 30, 2018, 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. 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. |
Stock Options and Warrants
Stock Options and Warrants | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Options and Warrants | 9. Stock Options and Warrants Stock Options The Company 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 may be granted to employees, directors and consultants under this Plan. The options granted under the 2006 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. The 2006 Plan expired on November 16, 2016. Options and other equity based awards granted prior 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 for up to 9,700,000 shares may be granted to employees, directors and consultants under the 2010 Plan, as amended. 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 three and six months ended June 30, 2018 and 2017 was comprised of the following (in thousands): Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2018 2017 2018 2017 Cost of sales $ 9 $ 5 $ 15 $ 11 Research and development 151 194 275 308 Selling and marketing 9 13 16 21 General and administrative 188 167 358 293 $ 357 $ 379 $ 664 $ 633 Unrecognized compensation expense related to stock options as of June 30, 2018 was $2.4 million, which is expected to be recognized over a weighted average period of approximately 1.9 years. In accordance with applicable authoritative guidance, the Company is required to establish assumptions and estimates of the weighted-average fair value of stock options granted, as well as use 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. Stock-based compensation for stock options granted to non-employees has been determined using the Black-Scholes option pricing model. These options are revalued at each reporting period until fully vested, with any change in fair value recognized in the condensed consolidated statements of operations. The fair value of options granted is estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for the three and six months ended June 30, 2018 and 2017: Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2018 2017 2018 2017 Significant assumptions (weighted average): Risk-free interest rate at grant date 2.77 % 1.84 % 2.69 % 1.94 % Expected stock price volatility 97.05 % 96.38 % 95.80 % 96.57 % Expected dividend payout 0 % 0 % 0 % 0 % Expected option life based on management's estimate 5.35 years 5.66 years 5.71 years 5.72 years 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 tables summarize the changes in options outstanding and the related exercise prices for the Company’s common stock options issued: Number of Weighted Options Weighted Average Under Average Remaining Aggregate 2006 Plan and Price Per Contractual Intrinsic 2010 Plan Share Term Value 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 Granted 1,184,342 $ 1.53 Exercised (108,901 ) $ 1.14 Canceled or expired (161,625 ) $ 4.92 Outstanding at June 30, 2018 3,159,165 $ 6.14 8.47 years $ 344,698 Vested and expected to vest at June 30, 2018 2,935,648 $ 6.47 8.41 years $ 325,513 Exercisable at June 30, 2018 1,270,452 $ 12.48 7.57 years $ 140,710 Weighted Number of Weighted Average Options Issued Average Exercise Remaining Aggregate Outside Price Per Contractual Intrinsic the Plan Share Term Value Outstanding at December 31, 2016 50,730 $ 92.31 Granted — $ — Exercised — $ — Canceled or expired — $ — Outstanding at December 31, 2017 50,730 $ 92.31 Granted — $ — Exercised — $ — Canceled or expired — $ — Outstanding, vested and exercisable at June 30, 2018 50,730 $ 92.31 1.36 years $ — In the three months ended June 30, 2018, two optionees exercised 26,400 options at a weighted average exercise price of $1.29 for a total exercise price of $34,000. On the date of exercise the intrinsic value of the options was $10,000, or $0.38 per share. In the six months ended June 30, 2018, four optionees exercised 108,901 options at a weighted average exercise price of $1.14 for a total exercise price of $124,000. On the date of exercise the intrinsic value of the options was $44,000, or $0.41 per share. 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 the related weighted average exercise prices for the Company’s awards issued: Restricted Stock Issued from the Weighted 2006 Average Grant Date 2010 Plan Fair Value Unvested at December 31, 2016 — $ — Granted 30,643 $ 1.60 Vested (30,643 ) $ 1.60 Forfeited — $ — Unvested at December 31, 2017 — $ — Granted 9,855 $ 1.55 Vested (9,855 ) $ 1.55 Forfeited — $ — Unvested at June 30, 2018 — $ — 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 six months ended June 30, 2018 and 2017, was approximately $15,000 and $32,000, respectively. The Company recognized approximately $7,000 and $8,000 of stock-based compensation expense related to the restricted stock awards for the three months ended June 30, 2018 and 2017, respectively. Additionally, during the six months ended June 30, 2018 and 2017, the Company recognized approximately $15,000 and $32,000 of stock-based compensation expense related to the restricted stock awards, respectively. As of June 30, 2018, 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 statement of operations upon revaluation of the fair value of warrant liability at each reporting period. Valuation of the Warrants was estimated at December 31, 2017, June 30, 2018 and 2017 using the Monte-Carlo simulation model. The following assumptions were used as inputs to the model at June 30, 2018: for the Placement Agent Warrants, stock price of $1.54 and warrant exercise price of $1.75 as of the valuation date; the Company’s historical stock price volatility of 68.9%; risk free interest rate on U.S. treasury notes of 2.49%; warrant expiration of 1.79 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 three and six months ended June 30, 2018, the Company recorded no material expense or income related to the change in the fair value of warrant liability in the condensed consolidated statements of operations related to the warrants from the October 2014 financing. During the same periods in the prior year, the Company recorded change in warrant liability income of $2,000 and $0, respectively. 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 the 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 after amendment 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. At June 30, 2018, 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 statement of operations upon revaluation of the fair value of warrant liability at each reporting period. Valuation of the Warrants was estimated at issuance, at December 31, 2017, June 30, 2017 and 2018 using the Monte-Carlo simulation model. The following assumptions were used as inputs to the model at June 30, 2018 for Series A Warrants and the Placement Agent Warrants, stock price of $1.54 and warrant exercise price of $1.75 as of the valuation date; the Company’s historical stock price volatility of 68.9%; risk free interest rate on U.S. treasury notes of 2.60%; warrant expiration of 2.71 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 three months ended June 30, 2018 and 2017, the Company recorded a net change in fair value of warrant liability loss of $21,000 and warrant liability income of $1.6 million in the condensed consolidated statements of operations related to the warrants from the March 2016 financing. During the six months ended June 30, 2018 and 2017, the Company recorded a net change in fair value of warrant liability income of $334,000 and warrant liability loss of $448,000 in the condensed consolidated statements of operations related to the warrants from the March 2016 financing. 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. On March 15, 2017, the remaining unexercised outstanding Series C Warrants for approximately 3.3 million shares expired. 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 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. These warrants expired unexercised in January 2018. 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. These warrants expired unexercised in March 2018. Share data related to warrant transactions through June 30, 2018 were as follows: Common Stock Common Stock Common Stock Price per Warrant March 2016 Financing October 2014 Financing Weighted Placement Placement Jan 2013 Mar 2013 Total Average Series A Series C Agent Agent Financing Financing Warrants Range Exercise Price 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 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 Forfeited/Cancelled (33,750 ) (16,667 ) (50,417 ) $ 30.00 $ 30.00 Outstanding, June 30, 2018 3,605,713 — 342,856 2,483 - - 3,951,052 $ 1.75 $ 1.75 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
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 the Company’s 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 a 8,280 square foot manufacturing facility in Frederick, Maryland, which is used for laboratory and administrative purposes. As of June 30, 2018, 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 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 June 30, 2018, the base rent is 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. On February 10, 2018 the Company entered into a temporary lease for an additional storage and assembly facility that is directly adjacent to the main manufacturing facility in Frederick, Maryland. The initial term of this lease was three (3) months with base rent of approximately $4,200 per month until Company signs a permanent lease for this facility. For the three and six months ended June 30, 2018, the Company incurred rent expense of $89,000 and, $176,000, respectively. For the three and six months ended June 30, 2017, the Company incurred rent expense of $85,000 and, $171,000, 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 June 30, 2018, are as follows (in thousands): Amount 2018 (remaining six months) 211 2019 425 2020 296 2021 273 2022 143 Thereafter 85 Total $ 1,433 Customer Concentration During the three and six months ended June 30, 2018, for the Biomedical market segment, one customer accounted for 38% and 37% of consolidated revenues, respectively, and another customer during the three and six months ended June 30, 2018 accounted for 25% and 18% of revenues, respectively. During the three and six months ended June 30, 2017, for the Biomedical market segment, one customer accounted for 37% and 36% of consolidated revenues, respectively. No other single customer accounted for more than 10% of revenues for any period presented. Vendor Concentration During the three and six months ended June 30, 2018, one vendor accounted for approximately 29% and 20% of consolidated purchases, while during the same periods in 2017, no single vendor accounted for more than 10% of consolidated purchases. |
Segments and Geographic Informa
Segments and Geographic Information | 6 Months Ended |
Jun. 30, 2018 | |
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 reportable company’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 corneal blindness 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 195 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 Three Months Ended For the Six Months Ended June 30, Ended June 30, 2018 2017 2018 2017 Revenues: Cosmetic market $ 388 $ 457 $ 885 $ 1,054 Biomedical market 2,650 1,305 4,786 2,713 Total revenues 3,038 1,762 5,671 3,767 Operating expenses: Therapeutic market 1,231 1,405 3,046 3,023 Cosmetic market 637 519 1,342 1,041 Biomedical market 1,536 840 2,834 1,751 Total operating expenses 3,404 2,764 7,222 5,815 Operating income (loss): Therapeutic market (1,231 ) (1,405 ) (3,046 ) (3,023 ) Cosmetic market (249 ) (62 ) (457 ) 13 Biomedical market 1,114 465 1,952 962 Total operating loss $ (366 ) $ (1,002 ) $ (1,551 ) $ (2,048 ) 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 countries within the region to which the product was shipped (in thousands): For the Three Months Ended For the Six Months Ended June 30, June 30, 2018 2017 2018 2017 North America $ 2,857 $ 1,502 $ 5,161 $ 3,167 Asia 87 183 325 416 Europe 88 75 173 172 All other regions 6 2 12 12 Total $ 3,038 $ 1,762 $ 5,671 $ 3,767 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On August 8, 2018, in order to obtain additional working capital, the Company and Dr. Andrey Semechkin executed an amendment to the May 31, 2018 Note, increasing the principal amount by $900,000 to a total Note amount of $2,000,000. The additional funds shall be provided by Dr. Semechkin to the Company in increments based on the Company’s working capital needs. The remaining terms of the Note remain unchanged. |
Organization and Significant 19
Organization and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
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 cells 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 ISC-hpNSC® 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. The Company’s burn rate for the six months ended June 30, 2018 was approximately $93,000 per month, excluding capital expenditures and patent costs averaging $66,000 per month. There can be no assurance that the Company will be successful in maintaining its normal operating cash flow or raising additional funds, and that such cash flows will be sufficient to sustain the Company’s operations at least through one year after the issuance date of the Company’s condensed consolidated financial statements. Based on the above, there is substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements were prepared assuming that the Company will continue as a going concern. The condensed 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 accompanying unaudited condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q. These financial statements do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change to the information disclosed in the notes to consolidated financial statements included in the annual report on Form 10-K of International Stem Cell Corporation and Subsidiaries for the year ended December 31, 2017. The unaudited condensed consolidated financial information for the interim periods presented reflects all adjustments, consisting of only normal and recurring adjustments, necessary for a fair presentation of the Company’s consolidated results of operations, financial position and cash flows. The unaudited condensed consolidated financial statements and the related notes should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2017 included in the Company’s annual report on Form 10-K. Operating results for interim periods are not necessarily indicative of the operating results for any other interim period or an entire year. |
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 and Cash Equivalents | Cash and 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 June 30, 2018 and December 31, 2017. |
Inventory | Inventory Inventory is accounted for using the average cost and first-in, first-out (FIFO) method for the Company’s LCT cell culture media and reagents, average cost and specific identification methods for the Company’s LSC products, and specific identification method for the Company’s LCT 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 current period end is classified as non-current inventory on the balance sheet. |
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 June 30, 2018 and December 31, 2017, 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 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 $3,806,000 and $3,763,000 at June 30, 2018 and December 31, 2017, respectively, and are amortized on a straight-line basis over the shorter of the lives of the underlying patents or the useful life of the license. Amortization expense for the three months ended June 30, 2018 and 2017 was $28,000 and $34,000, respectively. Amortization expense for the six months ended June 30, 2018 and 2017 was $55,000 and $67,000, respectively. All amortization expense related to intangible assets is included in general and administrative expense. Accumulated amortization as of June 30, 2018 and December 31, 2017 was $896,000 and $841,000, respectively. |
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 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. The Company recognized $93,000 and $0 of impairment losses on its intangible assets during the three months ended June 30, 2018 and 2017, respectively. The Company recognized $204,000 and $80,000 of impairment losses on its intangible assets during the six months ended June 30, 2018 and 2017, respectively, due to abandonment of efforts to pursue certain patents or patented technologies. |
Revenue Recognition | Revenue Recognition Revenue is recognized pursuant to Financial Accounting Standards Board (“ FASB”) issued Accounting Standards Update (“ASU”) No. 2014 - 09, Revenue from Contracts with Customers (Topic 606) 1. Identify the contract with the customer 2. Identify the performance obligations in the contract 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations in the contract 5. Recognize revenue when (or as) each performance obligation is satisfied Under Topic 606, the Company recognizes revenue when it satisfies a performance obligation by transferring control of the promised goods or services to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The following table presents the Company's revenue disaggregated by segment, product and geography, based on management's assessment of available data: Biomedical Market: Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 U.S. OUS* Total Revenues % of Total Revenues U.S. OUS* Total Revenues % of Total Revenues Biomedical products cells $ 304 $ 63 $ 367 14% $ 242 $ 138 $ 380 29% media 2,162 116 2,278 86% 814 111 925 71% other 5 - 5 -% - - - -% Total $ 2,471 $ 179 $ 2,650 100.0% $ 1,056 $ 249 $ 1,305 100.0% Six Months Ended June 30, 2018 Six Months Ended June 30, 2017 U.S. OUS* Total Revenues % of Total Revenues U.S. OUS* Total Revenues % of Total Revenues Biomedical products cells $ 547 $ 204 $ 751 16% $ 523 $ 260 $ 783 29% media 3,716 305 4,021 84% 1,624 306 1,930 71% other 14 - 14 -% - - - -% Total $ 4,277 $ 509 $ 4,786 100.0% $ 2,147 $ 566 $ 2,713 100.0% *Outside the United States Cosmetic Market: Three Months Ended Three Months Ended Total Revenues % of Total Revenues Total Revenues % of Total Revenues Cosmetic sales channels ecommerce $ 238 61% $ 253 56% professional 150 39% 203 44% international - -% 1 -% Total $ 388 100.0% $ 457 100.0% Six Months Ended Six Months Ended Total Revenues % of Total Revenues Total Revenues % of Total Revenues Cosmetic sales channels ecommerce $ 571 65% $ 585 56% professional 314 35% 465 44% international - -% 4 -% Total $ 885 100.0% $ 1,054 100.0% The Company's revenue consists primarily of sales of products from its two revenue-generating operating segments, the cosmetics products and biomedical products business segments. The cosmetic market segment markets and sells a line of luxury skincare products sold through three sales channels: ecommerce, professional, and international. The ecommerce channel sells direct to customers through online orders, while the professional sales are to spas, salons and other skincare providers. International sales are primarily through distributors. The biomedical market segment markets and sells primary human cell research products with two product categories, cells and media, sold both within and outside the United States. Contract terms for unit price, quantity, shipping and payment are governed by sales agreements, invoices or online order forms which the Company considers to be a customer's contract in all cases. The unit price is considered the observable stand-alone selling price for the arrangements. Any promotional or volume sales discounts are applied evenly to the units sold for purposes of calculating standalone selling price. Product sales generally consist of a single performance obligation that the Company satisfies at a point in time. The Company recognizes product revenue when the following events have occurred: (a) the Company has transferred physical possession of the products, (b) the Company has a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products. For Lifeline Skincare products ecommerce sales are primarily paid through credit card charges, while professional and international sales are invoiced. The professional sales and biomedical products' standard payment terms for its customers are generally 30 days after the Company satisfies the performance obligations. For cosmetic products, the Company honors a 30 days return policy, but historical returns have been minimal. The Company has estimated the historical rate of returns for the 30-day product return guarantee, which has remained consistent for the three and six months ended June 30, 2018 as compared to the years ended December 31, 2017 and 2016. At June 30, 2018 and December 31, 2017, the estimated allowance for sales returns for LSC was $10,000. All amounts billed to a customer in a sales transaction related to shipping and handling, if any, represent revenues earned for the goods provided. Costs related to such shipping and handling billing are classified as cost of sales. Variable Consideration The Company records revenue from customers in an amount that reflects the transaction price it expects to be entitled to after transferring control of those goods or services. From time to time, the Company offers sales promotions on its skincare products such as discounts and free product offers. Variable consideration is estimated at contract inception only to the extent that it is probable that a significant reversal of revenue will not occur, and updated at the end of each reporting period as additional information becomes available. Contract Balances The Company records a receivable when it has an unconditional right to receive consideration after the performance obligations are satisfied. As of June 30, 2018 and December 31, 2017, accounts receivable, net, totaled $1,614,000 and $465,000, respectively. For the three and six months ended June 30, 2018, the Company did not incur material impairment losses with respect to its receivables. Practical Expedients The Company has elected the practical expedient not to determine whether contacts with customers contain significant financing components. The Company pays commissions on certain sales for its biomedical and cosmetic market(s) once the customer payment has been received, which are accrued at the time of the sale. The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within sales and marketing expenses. In addition, the Company has elected to exclude sales taxes in consideration of the transaction price. |
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. |
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 the Company’s 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 June 30, 2018 (in thousands): Total Level 1 Level 2 Level 3 LIABILITIES: Warrants to purchase common stock $ 2,779 $ — $ — $ 2,779 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 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, 2016 $ 2,045 Adjustments to estimated fair value 1,068 Ending balance at December 31, 2017 $ 3,113 Adjustments to estimated fair value (334 ) Ending balance at June 30, 2018 $ 2,779 |
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 unaudited condensed 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, receivables, accounts payable, accrued liabilities and related party note payable as of June 30, 2018 and December 31, 2017 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 quarterly reporting date as necessary 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 June 30, 2018, there were 0 non-vested shares of restricted stock, 1,321,182 vested and 1,888,713 non-vested stock options outstanding, and 3,951,052 warrants outstanding; and at June 30, 2017, there were 0 non-vested restricted stock, 736,310 vested and 1,625,671 non-vested stock options outstanding, and 4,001,469 warrants outstanding. These restricted stock awards, stock options and warrants, other than certain in-the-money options at June 30, 2017, were not included in the diluted loss per share calculation because the effect would have been anti-dilutive. Stock options exercisable into approximately 88,000 common shares were considered dilutive for the three months ended June 30, 2017 and included in the diluted loss per share, but anti-dilutive for the six months ended June 30, 2017 and excluded from the diluted loss per share. |
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 income or loss from operations for the three and six months ended June 30, 2018 and 2017. |
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. |
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 three and six months ended June 30, 2018 and 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 FASB issued ASU No. 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 , Revenue from Contracts with Customers (Topic 606), Revenue Recognition |
Organization and Significant 20
Organization and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Revenue Disaggregated by Segment, Product and Geography Based on Management's Assessment | Revenue is recognized pursuant to Financial Accounting Standards Board (“ FASB”) issued Accounting Standards Update (“ASU”) No. 2014 - 09, Revenue from Contracts with Customers (Topic 606) 1. Identify the contract with the customer 2. Identify the performance obligations in the contract 3. Determine the transaction price 4. Allocate the transaction price to the performance obligations in the contract 5. Recognize revenue when (or as) each performance obligation is satisfied Under Topic 606, the Company recognizes revenue when it satisfies a performance obligation by transferring control of the promised goods or services to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The following table presents the Company's revenue disaggregated by segment, product and geography, based on management's assessment of available data: Biomedical Market: Three Months Ended June 30, 2018 Three Months Ended June 30, 2017 U.S. OUS* Total Revenues % of Total Revenues U.S. OUS* Total Revenues % of Total Revenues Biomedical products cells $ 304 $ 63 $ 367 14% $ 242 $ 138 $ 380 29% media 2,162 116 2,278 86% 814 111 925 71% other 5 - 5 -% - - - -% Total $ 2,471 $ 179 $ 2,650 100.0% $ 1,056 $ 249 $ 1,305 100.0% Six Months Ended June 30, 2018 Six Months Ended June 30, 2017 U.S. OUS* Total Revenues % of Total Revenues U.S. OUS* Total Revenues % of Total Revenues Biomedical products cells $ 547 $ 204 $ 751 16% $ 523 $ 260 $ 783 29% media 3,716 305 4,021 84% 1,624 306 1,930 71% other 14 - 14 -% - - - -% Total $ 4,277 $ 509 $ 4,786 100.0% $ 2,147 $ 566 $ 2,713 100.0% *Outside the United States Cosmetic Market: Three Months Ended Three Months Ended Total Revenues % of Total Revenues Total Revenues % of Total Revenues Cosmetic sales channels ecommerce $ 238 61% $ 253 56% professional 150 39% 203 44% international - -% 1 -% Total $ 388 100.0% $ 457 100.0% Six Months Ended Six Months Ended Total Revenues % of Total Revenues Total Revenues % of Total Revenues Cosmetic sales channels ecommerce $ 571 65% $ 585 56% professional 314 35% 465 44% international - -% 4 -% Total $ 885 100.0% $ 1,054 100.0% |
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 June 30, 2018 (in thousands): Total Level 1 Level 2 Level 3 LIABILITIES: Warrants to purchase common stock $ 2,779 $ — $ — $ 2,779 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 |
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, 2016 $ 2,045 Adjustments to estimated fair value 1,068 Ending balance at December 31, 2017 $ 3,113 Adjustments to estimated fair value (334 ) Ending balance at June 30, 2018 $ 2,779 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Summary of the Components of Inventories | The components of inventories are as follows (in thousands): June 30, December 31, 2018 2017 Raw materials $ 709 $ 609 Work in process 730 472 Finished goods 1,229 1,154 Total 2,668 2,235 Less: allowance for inventory excess and obsolescence (268 ) (236 ) Inventory, net $ 2,400 $ 1,999 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consists of the following (in thousands): June 30, December 31, 2018 2017 Machinery and equipment $ 1,603 $ 1,459 Computer equipment and software 430 429 Office equipment 214 214 Leasehold improvements 807 805 3,054 2,907 Less: accumulated depreciation and amortization (2,670 ) (2,586 ) Property and equipment, net $ 384 $ 321 |
Patent Licenses (Tables)
Patent Licenses (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Future Amortization Expense Related to Intangible Assets Subject to Amortization | At June 30, 2018, future amortization expense related to intangible assets subject to amortization is expected to be as follows (in thousands): Amount 2018 (remaining six months) $ 26 2019 80 2020 63 2021 63 2022 63 Thereafter 2,529 Total $ 2,824 |
Advances (Tables)
Advances (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Advances [Abstract] | |
Schedule of Advances from Nonaffiliated Collaboration | As of June 30, 2018, no revenues were realized from this agreement. June 30, December 31, 2018 2017 BioTime, Inc. (in thousands) $ 250 $ 250 |
Capital Stock (Tables)
Capital Stock (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Summary of Shares of Common Stock Reserved for Future Issuance | At June 30, 2018, the Company had shares of common stock reserved for future issuance as follows: Options outstanding 3,209,895 Options available for future grant 6,316,191 Convertible preferred stock 6,272,076 Warrants 3,951,052 19,749,214 |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Total Stock-based Compensation Expense | Total stock-based compensation expense for the three and six months ended June 30, 2018 and 2017 was comprised of the following (in thousands): Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2018 2017 2018 2017 Cost of sales $ 9 $ 5 $ 15 $ 11 Research and development 151 194 275 308 Selling and marketing 9 13 16 21 General and administrative 188 167 358 293 $ 357 $ 379 $ 664 $ 633 |
Fair Value of Stock Option Award Weighted Average Assumptions | The fair value of options granted is estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions for the three and six months ended June 30, 2018 and 2017: Three Months Ended Three Months Ended Six Months Ended Six Months Ended June 30, June 30, June 30, June 30, 2018 2017 2018 2017 Significant assumptions (weighted average): Risk-free interest rate at grant date 2.77 % 1.84 % 2.69 % 1.94 % Expected stock price volatility 97.05 % 96.38 % 95.80 % 96.57 % Expected dividend payout 0 % 0 % 0 % 0 % Expected option life based on management's estimate 5.35 years 5.66 years 5.71 years 5.72 years |
Summary of Changes in Options Outstanding and Related Exercise Prices for Shares of Company's Common Stock Options Issued | The following tables summarize the changes in options outstanding and the related exercise prices for the Company’s common stock options issued: Number of Weighted Options Weighted Average Under Average Remaining Aggregate 2006 Plan and Price Per Contractual Intrinsic 2010 Plan Share Term Value 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 Granted 1,184,342 $ 1.53 Exercised (108,901 ) $ 1.14 Canceled or expired (161,625 ) $ 4.92 Outstanding at June 30, 2018 3,159,165 $ 6.14 8.47 years $ 344,698 Vested and expected to vest at June 30, 2018 2,935,648 $ 6.47 8.41 years $ 325,513 Exercisable at June 30, 2018 1,270,452 $ 12.48 7.57 years $ 140,710 Weighted Number of Weighted Average Options Issued Average Exercise Remaining Aggregate Outside Price Per Contractual Intrinsic the Plan Share Term Value Outstanding at December 31, 2016 50,730 $ 92.31 Granted — $ — Exercised — $ — Canceled or expired — $ — Outstanding at December 31, 2017 50,730 $ 92.31 Granted — $ — Exercised — $ — Canceled or expired — $ — Outstanding, vested and exercisable at June 30, 2018 50,730 $ 92.31 1.36 years $ — |
Summary of Changes in Restricted Stock Award Activity | The following table summarizes the changes in restricted stock award activity and the related weighted average exercise prices for the Company’s awards issued: Restricted Stock Issued from the Weighted 2006 Average Grant Date 2010 Plan Fair Value Unvested at December 31, 2016 — $ — Granted 30,643 $ 1.60 Vested (30,643 ) $ 1.60 Forfeited — $ — Unvested at December 31, 2017 — $ — Granted 9,855 $ 1.55 Vested (9,855 ) $ 1.55 Forfeited — $ — Unvested at June 30, 2018 — $ — |
Summary of Outstanding Warrants Related to Warrant Transactions | Share data related to warrant transactions through June 30, 2018 were as follows: Common Stock Common Stock Common Stock Price per Warrant March 2016 Financing October 2014 Financing Weighted Placement Placement Jan 2013 Mar 2013 Total Average Series A Series C Agent Agent Financing Financing Warrants Range Exercise Price 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 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 Forfeited/Cancelled (33,750 ) (16,667 ) (50,417 ) $ 30.00 $ 30.00 Outstanding, June 30, 2018 3,605,713 — 342,856 2,483 - - 3,951,052 $ 1.75 $ 1.75 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 June 30, 2018, are as follows (in thousands): Amount 2018 (remaining six months) 211 2019 425 2020 296 2021 273 2022 143 Thereafter 85 Total $ 1,433 |
Segments and Geographic Infor28
Segments and Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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 Three Months Ended For the Six Months Ended June 30, Ended June 30, 2018 2017 2018 2017 Revenues: Cosmetic market $ 388 $ 457 $ 885 $ 1,054 Biomedical market 2,650 1,305 4,786 2,713 Total revenues 3,038 1,762 5,671 3,767 Operating expenses: Therapeutic market 1,231 1,405 3,046 3,023 Cosmetic market 637 519 1,342 1,041 Biomedical market 1,536 840 2,834 1,751 Total operating expenses 3,404 2,764 7,222 5,815 Operating income (loss): Therapeutic market (1,231 ) (1,405 ) (3,046 ) (3,023 ) Cosmetic market (249 ) (62 ) (457 ) 13 Biomedical market 1,114 465 1,952 962 Total operating loss $ (366 ) $ (1,002 ) $ (1,551 ) $ (2,048 ) |
Summary of Significant Revenues in Following Regions | Significant revenues in the following regions are those that are attributable to the individual countries within the region to which the product was shipped (in thousands): For the Three Months Ended For the Six Months Ended June 30, June 30, 2018 2017 2018 2017 North America $ 2,857 $ 1,502 $ 5,161 $ 3,167 Asia 87 183 325 416 Europe 88 75 173 172 All other regions 6 2 12 12 Total $ 3,038 $ 1,762 $ 5,671 $ 3,767 |
Organization and Significant 29
Organization and Significant Accounting Policies - Additional Information (Detail) | Jul. 01, 2006shares | Jun. 30, 2018USD ($)shares | Jun. 30, 2017USD ($)shares | Jun. 30, 2018USD ($)SubsidiarySegmentshares | Jun. 30, 2017USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016shares |
Organization And Significant Accounting Policies [Line Items] | |||||||
Percentage of ownership in issued and outstanding shares of common stock parent Company | 93.70% | 93.70% | |||||
Common stock in subsidiary Company | shares | 133,334 | ||||||
Burn rate | $ 93,000 | ||||||
Capital expenditures and patent costs | $ 66,000 | ||||||
Revenue-generating subsidiaries | Subsidiary | 2 | ||||||
Original maturities period, maximum | 3 months | ||||||
Cash equivalents | $ 0 | $ 0 | $ 0 | ||||
Allowance for doubtful accounts receivable | 12,000 | 12,000 | 12,000 | ||||
Patents and other intangible assets | 3,806,000 | 3,806,000 | 3,763,000 | ||||
Accumulated amortization | 896,000 | 896,000 | 841,000 | ||||
Impairment losses on intangible assets | 93,000 | $ 0 | $ 204,000 | $ 80,000 | |||
Number of revenue-generating operating segments | Segment | 2 | ||||||
Description of payment terms | The Company's revenue consists primarily of sales of products from its two revenue-generating operating segments, the cosmetics products and biomedical products business segments. The cosmetic market segment markets and sells a line of luxury skincare products sold through three sales channels: ecommerce, professional, and international. The ecommerce channel sells direct to customers through online orders, while the professional sales are to spas, salons and other skincare providers. International sales are primarily through distributors. The biomedical market segment markets and sells primary human cell research products with two product categories, cells and media, sold both within and outside the United States. | ||||||
Accounts receivable, net | 1,614,000 | $ 1,614,000 | $ 465,000 | ||||
Impairment losses with respect to receivables | $ 0 | $ 0 | |||||
Vested stock options outstanding | shares | 1,321,182 | 736,310 | |||||
Stock options outstanding, non-vested | shares | 1,888,713 | 1,625,671 | 1,888,713 | 1,625,671 | |||
Warrants outstanding | shares | 3,951,052 | 4,001,469 | 3,951,052 | 4,001,469 | 4,001,469 | 7,321,468 | |
Statutory federal income tax rate | 21.00% | 35.00% | |||||
Restricted Stock [Member] | |||||||
Organization And Significant Accounting Policies [Line Items] | |||||||
Non-vested restricted stock awards | shares | 0 | 0 | 0 | 0 | |||
Stock Option [Member] | |||||||
Organization And Significant Accounting Policies [Line Items] | |||||||
Number of common shares considered dilutive | shares | 88,000 | ||||||
Number of common shares considered anti-dilutive | shares | 88,000 | ||||||
LSC [Member] | |||||||
Organization And Significant Accounting Policies [Line Items] | |||||||
Allowance for sales returns | $ 10,000 | $ 10,000 | |||||
Cosmetic Market [Member] | |||||||
Organization And Significant Accounting Policies [Line Items] | |||||||
Product return guarantee period | 30 days | 30 days | |||||
General and Administrative [Member] | |||||||
Organization And Significant Accounting Policies [Line Items] | |||||||
Amortization expense | $ 28,000 | $ 34,000 | $ 55,000 | $ 67,000 | |||
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 | ||||||
Sales commissions amortization period | 1 year |
Organization and Significant 30
Organization and Significant Accounting Policies - Summary of Revenue Disaggregated by Segment, Product and Geography Based on Management's Assessment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | $ 3,038 | $ 1,762 | $ 5,671 | $ 3,767 |
Biomedical Market [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | $ 2,650 | $ 1,305 | $ 4,786 | $ 2,713 |
% of Total Revenues | 100.00% | 100.00% | 100.00% | 100.00% |
Biomedical Market [Member] | U.S. [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | $ 2,471 | $ 1,056 | $ 4,277 | $ 2,147 |
Biomedical Market [Member] | OUS [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | 179 | 249 | 509 | 566 |
Biomedical Market [Member] | Cells [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | $ 367 | $ 380 | $ 751 | $ 783 |
% of Total Revenues | 14.00% | 29.00% | 16.00% | 29.00% |
Biomedical Market [Member] | Cells [Member] | U.S. [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | $ 304 | $ 242 | $ 547 | $ 523 |
Biomedical Market [Member] | Cells [Member] | OUS [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | 63 | 138 | 204 | 260 |
Biomedical Market [Member] | Media [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | $ 2,278 | $ 925 | $ 4,021 | $ 1,930 |
% of Total Revenues | 86.00% | 71.00% | 84.00% | 71.00% |
Biomedical Market [Member] | Media [Member] | U.S. [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | $ 2,162 | $ 814 | $ 3,716 | $ 1,624 |
Biomedical Market [Member] | Media [Member] | OUS [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | 116 | 111 | 305 | 306 |
Biomedical Market [Member] | Other [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | 5 | 14 | ||
Biomedical Market [Member] | Other [Member] | U.S. [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | 5 | 14 | ||
Cosmetic Market [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | $ 388 | $ 457 | $ 885 | $ 1,054 |
% of Total Revenues | 100.00% | 100.00% | 100.00% | 100.00% |
Cosmetic Market [Member] | Ecommerce [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | $ 238 | $ 253 | $ 571 | $ 585 |
% of Total Revenues | 61.00% | 56.00% | 65.00% | 56.00% |
Cosmetic Market [Member] | Professional [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | $ 150 | $ 203 | $ 314 | $ 465 |
% of Total Revenues | 39.00% | 44.00% | 35.00% | 44.00% |
Cosmetic Market [Member] | International [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total Revenues | $ 1 | $ 4 |
Organization and Significant 31
Organization and Significant Accounting Policies - Fair Values of Liabilities on a Recurring Basis (Detail) - Warrants [Member] - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
LIABILITIES: | |||
Warrants to purchase common stock | $ 2,779 | $ 3,113 | $ 2,045 |
Level 3 [Member] | |||
LIABILITIES: | |||
Warrants to purchase common stock | $ 2,779 | $ 3,113 |
Organization and Significant 32
Organization and Significant Accounting Policies - Fair Value Measurement and Unobservable Rollforward Activity of Liabilities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |||||
Adjustments to estimated fair value | $ (21) | $ 1,584 | $ 334 | $ (448) | |
Warrants [Member] | |||||
Fair Value Disclosures [Abstract] | |||||
Beginning balance | 3,113 | $ 2,045 | $ 2,045 | ||
Adjustments to estimated fair value | (334) | 1,068 | |||
Ending balance | $ 2,779 | $ 2,779 | $ 3,113 |
Inventory - Summary of the Comp
Inventory - Summary of the Components of Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 709 | $ 609 |
Work in process | 730 | 472 |
Finished goods | 1,229 | 1,154 |
Total | 2,668 | 2,235 |
Less: allowance for inventory excess and obsolescence | (268) | (236) |
Inventory, net | $ 2,400 | $ 1,999 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 3,054 | $ 2,907 |
Less: accumulated depreciation and amortization | (2,670) | (2,586) |
Property and equipment, net | 384 | 321 |
Machinery and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,603 | 1,459 |
Computer Equipment and Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 430 | 429 |
Office Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 214 | 214 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 807 | $ 805 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 44 | $ 49 | $ 85 | $ 98 |
Patent Licenses - Additional In
Patent Licenses - Additional Information (Detail) | Feb. 07, 2013Installment | May 14, 2004USD ($) | Feb. 13, 2004USD ($) | Dec. 31, 2003USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2018USD ($) |
Finite-Lived Intangible Assets [Line Items] | |||||||
Other patent acquisition costs and trademarks | $ 3,059,000 | ||||||
UMass IP [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
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 | ||||||
License [Member] | |||||||
Finite-Lived Intangible Assets [Line Items] | |||||||
Option and license fees | $ 400,000 | $ 22,500 | $ 340,000 |
Patent Licenses - Summary of Fu
Patent Licenses - Summary of Future Amortization Expense Related to Intangible Assets Subject to Amortization (Detail) $ in Thousands | Jun. 30, 2018USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2018 (remaining six months) | $ 26 |
2,019 | 80 |
2,020 | 63 |
2,021 | 63 |
2,022 | 63 |
Thereafter | 2,529 |
Total | $ 2,824 |
Advances - Additional Informati
Advances - Additional Information (Detail) - USD ($) | 6 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2017 | 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 | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 18, 2008 |
Advances [Abstract] | |||
Advances from nonaffiliated collaboration | $ 250 | $ 250 | $ 250 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Detail) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
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 | Jun. 30, 2018$ / sharesshares | Dec. 31, 2017shares | Dec. 07, 2017$ / shares | Dec. 31, 2016$ / shares | Mar. 12, 2013$ / shares | Jan. 22, 2013$ / shares |
Class of Stock [Line Items] | |||||||||
Number of accredited investors | Investor | 5 | ||||||||
Warrants exercisable price | $ 1.75 | $ 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 | Jun. 30, 2018 | Dec. 31, 2017 |
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 | 5,404 | 5,614 | ||||
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 ($)shares | Jun. 30, 2018shares |
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 | |||||
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 | $ 10.09 | $ 60 | ||||
Conversion ratio for each share | 0.0991 | 0.0167 | ||||
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 |
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 | Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
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 | $ 1.75 | $ 1.75 | ||||
Warrant term | 5 years | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares of convertible preferred stock sold | 286,000 | |||||||
Issuance of common stock from conversion of preferred stock, shares | 120,000 | 215,000 | ||||||
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 | 1,094 | 1,094 | 1,304 | |||||
Series I-2 Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares outstanding | 4,310 | 4,310 | 4,310 | |||||
Series I Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Initial conversion price | $ 1.75 | $ 1.75 | ||||||
Preferred stock, shares outstanding | 5,404 | 5,404 | 5,614 | |||||
Conversion of stock, shares converted | 122.5 | 210 | ||||||
Series I Preferred Stock [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of common stock from conversion of preferred stock, shares | 70,000 | 120,000 | ||||||
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 - Reserved Shares
Capital Stock - Reserved Shares - Additional Information (Detail) - shares | Jun. 30, 2018 | Mar. 31, 2018 |
Class of Stock [Line Items] | ||
Shares of common stock reserved for future issuance | 19,749,214 | |
2010 Plan [Member] | ||
Class of Stock [Line Items] | ||
Shares of common stock reserved for future issuance | 9,700,000 | 3,700,000 |
Capital Stock - Summary of Shar
Capital Stock - Summary of Shares of Common Stock Reserved for Future Issuance (Detail) | Jun. 30, 2018shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 19,749,214 |
Options Outstanding [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 3,209,895 |
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 | 6,316,191 |
Convertible Preferred Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 6,272,076 |
Warrants [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares of common stock reserved for future issuance net | 3,951,052 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 07, 2017 | Jan. 12, 2017 | Jun. 30, 2018 | May 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Sep. 01, 2017 |
Related Party Transaction [Line Items] | |||||||||
Related party rent expense | $ 40,000 | $ 39,000 | $ 80,000 | $ 77,000 | |||||
Related party payable | $ 1,108,000 | $ 1,108,000 | |||||||
Conversion of debt | $ 2,700,000 | $ 2,756,000 | |||||||
Unsecured Non-convertible Promissory Note [Member] | Chief Executive Officer and Co-Chairman [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Maturity date | Nov. 1, 2018 | ||||||||
Annual interest rate | 4.00% | ||||||||
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. | ||||||||
Non-convertible promissory note, principal amount | $ 1,100,000 | ||||||||
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 | ||||||||
Maturity date | Sep. 1, 2017 | ||||||||
Annual interest rate | 3.50% | ||||||||
Related party transaction, description | 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, 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 $2,700,000 (the “2017 Note”) to Dr. Andrey Semechkin. The principal amount under the 2017 Note accrues interest at a rate of three and a half percent (3.50%) per annum was due and payable September 1, 2017. | ||||||||
Co-Chairman and Chief Executive Officer [Member] | Note Conversion and Stock Purchase Agreement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
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 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 0 | |
Net decrease in deferred tax assets | $ 8,819,000 | |
Increase in deferred tax assets | 724,000 | |
Decrease in deferred tax assets due to change in tax rate | $ 9,543,000 | |
Statutory federal income tax rate | 21.00% | 35.00% |
Stock Options and Warrants - St
Stock Options and Warrants - Stock Options - Additional Information (Detail) | 2 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2009shares | Jun. 30, 2018USD ($)Optionee$ / sharesshares | Jun. 30, 2018USD ($)Optionee$ / sharesshares | Dec. 31, 2017shares | Dec. 31, 2010shares | Dec. 31, 2006shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expense related to stock options | $ | $ 2,400,000 | $ 2,400,000 | ||||
Unrecognized compensation cost related to unvested shares expected to be recognized, weighted-average period | 1 year 10 months 24 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 | 9,700,000 | |||||
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 | 1,184,342 | 1,145,568 | ||||
Stock options exercised | 108,901 | |||||
Weighted average exercise price per share of options exercised | $ / shares | $ 1.14 | |||||
2006 Plan and 2010 Plan [Member] | Optionees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of optionees | Optionee | 2 | 4 | ||||
Stock options exercised | 26,400 | 108,901 | ||||
Weighted average exercise price per share of options exercised | $ / shares | $ 1.29 | $ 1.14 | ||||
Total exercise price of options exercised | $ | $ 34,000 | $ 124,000 | ||||
Intrinsic value of options exercised | $ | $ 10,000 | $ 44,000 | ||||
Intrinsic value of options exercised per share | $ / shares | $ 0.38 | $ 0.41 | ||||
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 357 | $ 379 | $ 664 | $ 633 |
Cost of Sales [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 9 | 5 | 15 | 11 |
Research and Development [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 151 | 194 | 275 | 308 |
Selling and Marketing [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 9 | 13 | 16 | 21 |
General and Administrative [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 188 | $ 167 | $ 358 | $ 293 |
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] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Significant assumptions (weighted average): | ||||
Risk-free interest rate at grant date | 2.77% | 1.84% | 2.69% | 1.94% |
Expected stock price volatility | 97.05% | 96.38% | 95.80% | 96.57% |
Expected dividend payout | 0.00% | 0.00% | 0.00% | 0.00% |
Expected option life based on management's estimate | 5 years 4 months 6 days | 5 years 7 months 28 days | 5 years 8 months 15 days | 5 years 8 months 19 days |
Stock Options and Warrants - Su
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 ($) | 2 Months Ended | 6 Months Ended | 12 Months Ended |
Dec. 31, 2009 | Jun. 30, 2018 | Dec. 31, 2017 | |
2006 Plan and 2010 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Options, Outstanding, Beginning balance | 2,245,349 | 1,460,076 | |
Number of Options, Granted | 1,184,342 | 1,145,568 | |
Number of Options, Exercised | (108,901) | ||
Number of Options, Canceled or expired | (161,625) | (360,295) | |
Number of Options, Outstanding, Ending balance | 3,159,165 | 2,245,349 | |
Number of Options, Options vested and expected to vest Ending Balance | 2,935,648 | ||
Number of Options, Options exercisable Ending Balance | 1,270,452 | ||
Weighted Average Exercise Price Per Share, Outstanding, Beginning balance | $ 8.25 | $ 13.21 | |
Weighted Average Exercise Price Per Share, Granted | 1.53 | 1.14 | |
Weighted Average Exercise Price Per Share, Exercised | 1.14 | ||
Weighted Average Exercise Price Per Share, Canceled or expired | 4.92 | 5.80 | |
Weighted Average Exercise Price Per Share, Outstanding, Ending balance | 6.14 | $ 8.25 | |
Weighted Average Exercise Price, Options vested or expected to vest Ending Balance | 6.47 | ||
Weighted Average Exercise Price, Options exercisable Ending Balance | $ 12.48 | ||
Weighted Average Remaining Contractual Term, Options Outstanding Ending Balance | 8 years 5 months 19 days | ||
Weighted Average Remaining Contractual Term, Options vested or expected to vest Ending Balance | 8 years 4 months 28 days | ||
Weighted Average Remaining Contractual Term, Options exercisable Ending Balance | 7 years 6 months 25 days | ||
Aggregate Intrinsic Value, Options outstanding, Ending balance | $ 344,698 | ||
Aggregate Intrinsic Value, Options vested or expected to vest Ending Balance | 325,513 | ||
Aggregate Intrinsic Value, Options exercisable Ending Balance | $ 140,710 | ||
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 7 months 9 days |
Stock Options and Warrants - 53
Stock Options and Warrants - Summary of Changes in Restricted Stock Award Activity (Detail) - Under 2006 Plan and 2010 Plan [Member] - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Granted | 9,855 | 30,643 |
Number of Shares, Vested | (9,855) | (30,643) |
Weighted Average Grant Date Fair Value, Granted | $ 1.55 | $ 1.60 |
Weighted Average Grant Date Fair Value, Vested | $ 1.55 | $ 1.60 |
Stock Options and Warrants - Re
Stock Options and Warrants - Restricted Stock Awards - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 357,000 | $ 379,000 | $ 664,000 | $ 633,000 |
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 | 15,000 | 32,000 | ||
Stock-based compensation expense | 7,000 | $ 8,000 | 15,000 | $ 32,000 |
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] | Jun. 30, 2018$ / shares | Nov. 25, 2014$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Closing price of common stock | $ 1.54 | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Closing price of common stock | $ 1.75 | |
Warrant Exercise Price [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants and rights outstanding, measurement input | 1.75 | 1.75 |
Stock Price Volatility [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants and rights outstanding, measurement input | 68.9 | |
Risk Free Interest Rate [Member] | U.S. Treasury Notes [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants and rights outstanding, measurement input | 2.49 | |
Options and Warrant Expected Term [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants outstanding term | 1 year 9 months 14 days | |
Dividend Rate [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 |
Stock Options and Warrants - 56
Stock Options and Warrants - Fair Value of the Warrant Liabilities - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Change in fair value of warrant liability loss (income) | $ 21,000 | $ (1,584,000) | $ (334,000) | $ 448,000 |
October 2014 Financing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Change in fair value of warrant liability loss (income) | $ 0 | $ 2,000 | $ 0 | $ 0 |
Stock Options and Warrants - Pl
Stock Options and Warrants - Placement Agent Warrants Price Adjustment - Additional Information (Detail) | Jun. 30, 2018$ / sharesshares | Dec. 31, 2017shares | Jun. 30, 2017shares | Dec. 31, 2016shares | Nov. 25, 2014$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Warrants outstanding | 3,951,052 | 4,001,469 | 4,001,469 | 7,321,468 | |
Placement Agent Warrants [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Warrants outstanding | 2,483 | ||||
Placement Agent Warrants [Member] | Warrant Exercise Price [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Warrants and rights outstanding, measurement input | $ / shares | 1.75 | 1.75 |
Stock Options and Warrants - 58
Stock Options and Warrants - Warrants Issued in Connection with March 2016 Financing - Additional Information (Detail) | Mar. 15, 2017shares | Dec. 08, 2016USD ($)shares | Jun. 30, 2018USD ($)$ / shares | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2017USD ($) | Dec. 31, 2017$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Change in fair value of warrant liability loss (income) | $ | $ 21,000 | $ (1,584,000) | $ (334,000) | $ 448,000 | |||
Unexercised outstanding shares expired | shares | 50,417 | 3,319,999 | |||||
Series C Warrants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Proceeds from exercise of warrants | $ | $ 500,000 | ||||||
Number of warrants exercised | shares | 285,714 | ||||||
Unexercised outstanding shares expired | shares | 3,300,000 | ||||||
Series-A and Placement Agent Warrants [Member] | Warrant Exercise Price [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrants and rights outstanding, measurement input | 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 | $ 1.54 | $ 1.54 | |||||
March 2016 Financing [Member] | Series-A and Placement Agent Warrants [Member] | Warrant Exercise Price [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrants and rights outstanding, measurement input | 1.75 | 1.75 | |||||
March 2016 Financing [Member] | Series-A and Placement Agent Warrants [Member] | Stock Price Volatility [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrants and rights outstanding, measurement input | 68.9 | 68.9 | |||||
March 2016 Financing [Member] | Series-A and Placement Agent Warrants [Member] | Options and Warrant Expected Term [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrants outstanding term | 2 years 8 months 15 days | 2 years 8 months 15 days | |||||
March 2016 Financing [Member] | Series-A and Placement Agent Warrants [Member] | Dividend Rate [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrants and rights outstanding, measurement input | 0 | 0 | |||||
March 2016 Financing [Member] | Series-A and Placement Agent Warrants [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Closing price of common stock | $ 1.75 | $ 1.75 | |||||
March 2016 Financing [Member] | Series-A and Placement Agent Warrants [Member] | U.S. Treasury Notes [Member] | Risk Free Interest Rate [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrants and rights outstanding, measurement input | 2.60 | 2.60 | |||||
Warrants Issued in Connection with March 2016 Financing [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Change in fair value of warrant liability loss (income) | $ | $ (21,000) | $ 1,600,000 | $ 334,000 | $ (448,000) |
Stock Options and Warrants - 59
Stock Options and Warrants - Warrants Issued with Common Stock - Additional Information (Detail) - $ / shares | Mar. 12, 2013 | Jan. 22, 2013 | Jun. 30, 2018 |
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 | $ 1.75 |
Warrant term | 5 years | ||
Expiration date of warrants | Jan. 31, 2018 | ||
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 | ||
Expiration date of warrants | Mar. 31, 2018 |
Stock Options and Warrants - 60
Stock Options and Warrants - Summary of Outstanding Warrants Related to Warrant Transactions (Detail) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Class of Warrant or Right [Line Items] | ||
Number of Shares, Outstanding, Beginning balance | 4,001,469 | 7,321,468 |
Warrants, Forfeited/Cancelled | (50,417) | (3,319,999) |
Number of Shares, Outstanding, Ending balance | 3,951,052 | 4,001,469 |
Weighted Average Exercise Price, Forfeited/Cancelled | $ 30 | $ 1.75 |
Weighted Average Exercise Price, Outstanding, Ending balance | 1.75 | |
Maximum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Weighted Average Exercise Price, Outstanding, Beginning balance | 30 | 30 |
Weighted Average Exercise Price, Outstanding, Ending balance | 30 | |
Minimum [Member] | ||
Class of Warrant or Right [Line Items] | ||
Weighted Average Exercise Price, Outstanding, Beginning balance | 1.75 | 1.75 |
Weighted Average Exercise Price, Outstanding, Ending balance | 1.75 | |
Weighted Average | ||
Class of Warrant or Right [Line Items] | ||
Weighted Average Exercise Price, Outstanding, Beginning balance | 2.94 | 2.40 |
Weighted Average Exercise Price, Forfeited/Cancelled | 30 | 1.75 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ 1.75 | $ 2.94 |
Jan 2013 Financing [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Outstanding, Beginning balance | 33,750 | 33,750 |
Warrants, Forfeited/Cancelled | (33,750) | |
Number of Shares, Outstanding, Ending balance | 33,750 | |
Mar 2013 Financing [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Outstanding, Beginning balance | 16,667 | 16,667 |
Warrants, Forfeited/Cancelled | (16,667) | |
Number of Shares, Outstanding, Ending balance | 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 | 3,605,713 |
Number of Shares, Outstanding, Ending balance | 3,605,713 | 3,605,713 |
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, Forfeited/Cancelled | (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 | 342,856 |
Number of Shares, Outstanding, Ending balance | 342,856 | 342,856 |
October 2014 Financing [Member] | Placement Agent [Member] | ||
Class of Warrant or Right [Line Items] | ||
Number of Shares, Outstanding, Beginning balance | 2,483 | 2,483 |
Number of Shares, Outstanding, Ending balance | 2,483 | 2,483 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2018USD ($)ft² | Jun. 30, 2017USD ($)Customer | Jun. 30, 2018USD ($)ft² | Jun. 30, 2017USD ($)Customer | Feb. 10, 2018USD ($) | Feb. 22, 2017 | Jan. 01, 2013ft² | Jul. 01, 2011ft² | Mar. 01, 2011ft² | |
Commitments And Contingencies [Line Items] | |||||||||
Rent expense | $ 89,000 | $ 85,000 | $ 176,000 | $ 171,000 | |||||
Supplier Concentration Risk [Member] | Vendor One [Member] | Cost of Goods Total [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Concentration risk percentage | 29.00% | 10.00% | 20.00% | 10.00% | |||||
Number of customers accounted for more than 10% | Customer | 0 | 0 | |||||||
Biomedical Market [Member] | Customer Concentration Risk [Member] | Major customer 1 [Member] | Sales Revenue Segment [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Concentration risk percentage | 38.00% | 37.00% | 37.00% | 36.00% | |||||
Biomedical Market [Member] | Customer Concentration Risk [Member] | Major customer 2 [Member] | Sales Revenue Segment [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Concentration risk percentage | 25.00% | 18.00% | |||||||
Oceanside Facility [Member] | |||||||||
Commitments And Contingencies [Line Items] | |||||||||
Current square feet of leased office and laboratory | ft² | 8,215 | 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 | $ 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 | 8,280 | |||||||
Current base rent | $ 11,000 | $ 11,000 | $ 4,200 | ||||||
Expiry of lease | Dec. 31, 2015 | ||||||||
Expiry of lease additional | 7 years | 7 years | |||||||
Lease agreement term | 3 months | ||||||||
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 | $ 13,000 | |||||||
Percentage of increase in monthly base rent | 3.00% | ||||||||
Expiry of lease | Feb. 29, 2016 | ||||||||
Expiry of lease additional | 1 year | 1 year | 3 years | ||||||
Initial monthly base rent | $ 5,000 |
Commitments and Contingencies62
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 | Jun. 30, 2018USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
2018 (remaining six months) | $ 211 |
2,019 | 425 |
2,020 | 296 |
2,021 | 273 |
2,022 | 143 |
Thereafter | 85 |
Total | $ 1,433 |
Segments and Geographic Infor63
Segments and Geographic Information - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2018SegmentUnitsProduct | |
Segment Reporting [Abstract] | |
Number reporting segments | Segment | 3 |
Number of business units | Units | 2 |
Human cell culture products | Product | 195 |
Segments and Geographic Infor64
Segments and Geographic Information - Revenues, Expenses and Operating Income (Loss) by Market Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues: | ||||
Total revenues | $ 3,038 | $ 1,762 | $ 5,671 | $ 3,767 |
Operating expenses: | ||||
Total operating expenses | 3,404 | 2,764 | 7,222 | 5,815 |
Operating income (loss): | ||||
Total operating income (loss) | (366) | (1,002) | (1,551) | (2,048) |
Cosmetic Market [Member] | ||||
Revenues: | ||||
Total revenues | 388 | 457 | 885 | 1,054 |
Operating expenses: | ||||
Total operating expenses | 637 | 519 | 1,342 | 1,041 |
Operating income (loss): | ||||
Total operating income (loss) | (249) | (62) | (457) | 13 |
Biomedical Market [Member] | ||||
Revenues: | ||||
Total revenues | 2,650 | 1,305 | 4,786 | 2,713 |
Operating expenses: | ||||
Total operating expenses | 1,536 | 840 | 2,834 | 1,751 |
Operating income (loss): | ||||
Total operating income (loss) | 1,114 | 465 | 1,952 | 962 |
Therapeutic Market [Member] | ||||
Operating expenses: | ||||
Total operating expenses | 1,231 | 1,405 | 3,046 | 3,023 |
Operating income (loss): | ||||
Total operating income (loss) | $ (1,231) | $ (1,405) | $ (3,046) | $ (3,023) |
Segments and Geographic Infor65
Segments and Geographic Information - Summary of Significant Revenues in Following Regions (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total revenues | $ 3,038 | $ 1,762 | $ 5,671 | $ 3,767 |
North America [Member] | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total revenues | 2,857 | 1,502 | 5,161 | 3,167 |
Asia [Member] | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total revenues | 87 | 183 | 325 | 416 |
Europe [Member] | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total revenues | 88 | 75 | 173 | 172 |
All Other Regions [Member] | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Total revenues | $ 6 | $ 2 | $ 12 | $ 12 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Unsecured Non-convertible Promissory Note [Member] - Chief Executive Officer and Co-Chairman [Member] - USD ($) | Aug. 08, 2018 | May 31, 2018 | Jun. 30, 2018 |
Subsequent Event [Line Items] | |||
Non-convertible promissory note, principal amount | $ 1,100,000 | ||
Annual interest rate | 4.00% | ||
Maturity date | Nov. 1, 2018 | ||
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. | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Increase in principal amount of notes | $ 900,000 | ||
Non-convertible promissory note, principal amount | $ 2,000,000 |