Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 01, 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 | ATHX | |
Entity Registrant Name | ATHERSYS, INC / NEW | |
Entity Central Index Key | 1,368,148 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 138,583,673 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 53,353 | $ 29,316 |
Accounts receivable | 545 | 586 |
Prepaid expenses and other | 2,480 | 1,135 |
Total current assets | 69,464 | 31,190 |
Equipment, net | 2,578 | 2,206 |
Deposits and other | 866 | 197 |
Total assets | 72,908 | 33,593 |
Current liabilities: | ||
Accounts payable | 10,918 | 4,469 |
Accrued compensation and related benefits | 946 | 1,065 |
Accrued clinical trial costs | 1,674 | 1,453 |
Accrued expenses | 640 | 425 |
Accrued license fee expense | 500 | 1,900 |
Deferred revenue | 771 | |
Total current liabilities | 14,678 | 10,083 |
Stockholders' equity: | ||
Preferred stock, at stated value; 10,000,000 shares authorized, and no shares issued and outstanding at June 30, 2018 and December 31, 2017 | ||
Common stock, $0.001 par value; 300,000,000 shares authorized, and 138,583,673 and 122,077,453 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 139 | 122 |
Additional paid-in capital | 408,091 | 373,884 |
Accumulated deficit | (351,981) | (350,630) |
Total stockholders' equity | 56,249 | 23,376 |
Total liabilities and stockholders' equity | 72,908 | 33,593 |
Healios License Agreement [Member] | ||
Current assets: | ||
Accounts receivable | 552 | 153 |
Unbilled accounts receivable from Healios | 8,280 | |
Contractual right to consideration from Healios | 34 | |
Other asset | 4,220 | |
Current liabilities: | ||
Advances from Healios | $ 1,981 | $ 134 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 138,583,673 | 122,077,453 |
Common stock, shares outstanding | 138,583,673 | 122,077,453 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenues | ||||
Total revenues | $ 19,391 | $ 669 | $ 20,457 | $ 2,139 |
Costs and expenses | ||||
Research and development | 10,093 | 4,633 | 18,943 | 10,266 |
General and administrative | 2,382 | 2,207 | 5,038 | 4,278 |
Depreciation | 191 | 167 | 376 | 331 |
Total costs and expenses | 12,666 | 7,007 | 24,357 | 14,875 |
Gain from insurance proceeds | 20 | 383 | ||
Income (loss) from operations | 6,745 | (6,338) | (3,517) | (12,736) |
Income from change in fair value of warrants | 728 | |||
Other income, net | 188 | 71 | 295 | 110 |
Net income (loss) and comprehensive income (loss) | $ 6,933 | $ (6,267) | $ (3,222) | $ (11,898) |
Net income (loss) per share, basic | $ 0.05 | $ (0.06) | $ (0.02) | $ (0.11) |
Weighted average shares outstanding, basic | 138,225 | 111,820 | 132,592 | 106,960 |
Net income (loss) per share, diluted | $ 0.05 | $ (0.06) | $ (0.02) | $ (0.11) |
Weighted average shares outstanding, diluted | 139,375 | 111,820 | 132,592 | 106,960 |
Contract Revenue [Member] | ||||
Revenues | ||||
Total revenues | $ 18,755 | $ 239 | $ 19,103 | $ 267 |
Royalty and Other Contract Revenue [Member] | ||||
Revenues | ||||
Total revenues | 591 | 210 | 992 | 1,442 |
Grant Revenue [Member] | ||||
Revenues | ||||
Total revenues | $ 45 | $ 220 | $ 362 | $ 430 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Operating activities | ||
Net loss | $ (3,222) | $ (11,898) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 376 | 331 |
Stock-based patent license and settlement expense | 315 | |
Stock-based compensation | 1,637 | 1,418 |
Discount on revenue from issuance of warrant | 1,080 | |
Deferred revenue from prior period | (250) | |
Change in fair value of warrant liabilities | (728) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 41 | 68 |
Prepaid expenses, deposits and other | (2,014) | (7) |
Contractual right to consideration from Healios | 1,402 | |
Accounts payable and accrued expenses | 6,267 | (670) |
Deferred revenue | 503 | |
Net cash used in operating activities | (1,286) | (11,061) |
Investing activities | ||
Purchases of equipment | (749) | (136) |
Net cash used in investing activities | (749) | (136) |
Financing activities | ||
Proceeds from issuance of common stock, net | 26,263 | 23,270 |
Shares retained for withholding tax payments on stock-based awards | (191) | (93) |
Proceeds from exercise of warrants | 1,861 | |
Net cash provided by financing activities | 26,072 | 25,038 |
Increase in cash and cash equivalents | 24,037 | 13,841 |
Cash and cash equivalents at beginning of the period | 29,316 | 14,753 |
Cash and cash equivalents at end of the period | 53,353 | 28,594 |
Healios License Agreement [Member] | ||
Changes in operating assets and liabilities: | ||
Accounts receivable | (8,649) | $ (78) |
Advances from Healios | $ 1,731 |
Background and Basis of Present
Background and Basis of Presentation | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background and Basis of Presentation | 1. Background and Basis of Presentation Background: We have incurred losses since our inception in 1995 and had an accumulated deficit of $352 million at June 30, 2018. We will require additional capital to continue our research and development programs, including progressing our clinical product candidates to commercialization and preparing for commercial-scale manufacturing. At June 30, 2018, we had available cash and cash equivalents of $53.4 million. We believe that these funds, used to execute our existing operating plans, are sufficient to meet our obligations as they come due at least for a period of twelve months from the date of the issuance of these unaudited condensed consolidated financial statements. In the longer term, we will make use of available cash, but will have to continue to generate additional capital to meet our needs through new and existing collaborations and related license fees and milestones, the sale of equity securities from time to time, including through our equity purchase agreement, grant-funding opportunities, deferring certain discretionary costs and staging certain development costs, as needed. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K S-X. Use of Estimates: 10-Q. Reclassifications: |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Standards | 2. Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, right-of-use In May 2017, the FASB issued ASU 2017-09, |
Revenue Recognition and Adoptio
Revenue Recognition and Adoption of New Accounting Pronouncement | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition and Adoption of New Accounting Pronouncement | 3. Revenue Recognition and Adoption of New Accounting Pronouncement Our license and collaboration agreements may contain multiple elements, including license and technology access fees, research and development funding, product supply revenue, cost-sharing, milestones and royalties. The deliverables under such an arrangement are evaluated under ASU No. 2014-09, We adopted this guidance as of January 1, 2018, utilizing the modified retrospective transition method applied to contracts that were not complete as of January 1, 2018. We evaluated all of our arrangements on a contract-by-contract Our performance obligations and methods used for determining the relative selling prices and transaction prices of the Healios contract elements is further discussed in Note 6. Milestone Payments Topic 606 does not contain guidance specific to milestone payments, but rather requires potential milestone payments to be considered in accordance with the overall model of Topic 606. As a result, revenues from contingent milestone payments are recognized based on an assessment of the probability of milestone achievement and the likelihood of a significant reversal of such milestone revenue at each reporting date. This assessment may result in recognizing milestone revenue before the milestone event has been achieved. Since the milestones in the Healios arrangement are generally related to development and commercial milestone achievement by Healios, we have not included any of the Healios milestones in the estimated transaction price of the Healios arrangement, since they would be constrained, as a significant reversal of revenue could result in future periods. Other than for our collaboration with Healios that has remaining deliverables, as of the date of adoption of Topic 606 on January 1, 2018, we had recognized the full amount of license fees under our collaboration agreements as contract revenue under the prior guidance associated with multiple-element arrangements, since the performance periods for our multiple element arrangements have concluded. The events triggering any future contingent milestone payments from these arrangements were determined to be non-substantive Grant Revenue Grant revenue, which is not within the scope of Topic 606, consists of funding under cost reimbursement programs primarily from federal and non-profit Royalty Revenue We recognize royalty revenue relating to the sale by a licensee of our licensed products. Royalty revenue is recognized upon the later to occur of (i) achievement of the collaborator’s underlying sales and (ii) satisfaction of any performance obligation(s) related to these sales, in each case assuming the license to our intellectual property is deemed to be the predominant item to which the sales-based royalties relate. Unbilled Accounts Receivable We record amounts that are due to us under contractual arrangements for which invoicing has not yet occurred if our performance has concluded for the billable activity, and we have the unconditional right to the consideration, but such amounts are not yet billable. At June 30, 2018, the unbilled accounts receivable from Healios was $8.3 million, which includes $7.5 million of license fees that are being paid to us by Healios in $2.5 million installments over the next several quarters related to the expansion described in Note 6. Contractual Right to Consideration and Deferred Revenue Amounts included in deferred revenue or contract assets are determined at the contract level, and for our Healios arrangement, such amounts are included in a contract asset. Amounts received from customers or collaborators in advance of our performance of services or other deliverables are included in deferred revenue, while amounts for performance of services or other deliverables before customer payment is received or due are included in contract assets, with those amounts that are unconditional being included in either accounts receivable or unbilled accounts receivable. Grant proceeds received in advance of our performance under the grant is included in deferred revenue. Generally, deferred revenue is classified as a current obligation, as opposed to non-current. six-month Advances from Healios The clinical trial supply agreement with Healios was amended in July 2017 to clarify a cost-sharing arrangement associated with our supply of clinical product for their ischemic stroke trial. The proceeds from Healios that relate specifically to the cost-sharing arrangement may result in a decrease in the amount of proceeds we receive from Healios upon the achievement of two future milestones, and an increase to a late-stage commercial milestone, if the cost-share amounts are not repaid at our election. While the amendment to the supply agreement resulted in a revision to the terms associated with the product supply, namely the cost of product supply, the revision did not affect any of the performance obligations under the overall arrangement. The proceeds from Healios that relate specifically to the cost-sharing arrangement for Healios’ stroke study in Japan are recognized as non-current six-month Effect of Adoption of Topic 606 Our arrangement with Healios was the only collaboration that was impacted by the adoption of Topic 606. Notes 6 and 8 further describe our arrangement with Healios, including subsequent modifications to the collaboration. For contracts that were modified prior to January 1, 2018, we aggregated the effect of those modifications when identifying the satisfied and unsatisfied performance obligations and determining the transaction price to be allocated. We have applied the practical expedient under Topic 606 and have reflected the aggregate effect of all modifications at January 1, 2018. The components of the cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of Topic 606 were as follows (in thousands): Balance at Adjustments Balance at Assets Accounts receivable—Healios $ 153 $ 30 $ 183 Contractual right to consideration from Healios $ — $ 1,436 $ 1,436 Liabilities Deferred revenue—Healios $ (521 ) $ 521 $ — Advance from Healios $ (134 ) $ (116 ) $ (250 ) Equity Accumulated deficit $ 350,630 $ (1,871 ) $ 348,759 In accordance with the new revenue recognition requirements, the disclosure of the impact of adoption on our condensed consolidated balance sheet as of June 30, 2018 and statement of operations for the three- and six-month As of June 30, 2018 As Reported Balances without Effect of Change Assets Unbilled accounts receivable from Healios $ 8,280 $ 780 $ 7,500 Contractual right to consideration from Healios $ 34 $ — $ 34 Liabilities Deferred revenue $ — $ (2,308 ) $ 2,308 Equity Accumulated deficit $ 351,981 $ 361,823 $ (9,842 ) Three Months ended June 30, 2018 Six months ended June 30, 2018 As Balances without Effect of As Balances Effect of Revenues Contract revenues from Healios $ 18,755 $ 10,710 $ 8,045 $ 19,103 $ 11,132 $ 7,971 Net income (loss) $ 6,933 $ (1,112 ) $ (8,045 ) $ (3,222 ) $ (11,193 ) $ (7,971 ) Net income (loss) per common share Basic $ 0.05 $ (0.01 ) $ (0.06 ) $ (0.02 ) $ (0.08 ) $ (0.06 ) Diluted $ 0.05 $ (0.01 ) $ (0.06 ) $ (0.02 ) $ (0.08 ) $ (0.06 ) The adoption of Topic 606 had no impact on our total cash flows from operations. Disaggregation of Revenues We recognize license-related amounts, including upfront payments, exclusivity fees, additional disease indication fees, and development, regulatory and sales-based milestones, at a point in time when earned. Similarly, product supply revenue is recognized at a point in time, while service revenue is recognized when earned over time. See Note 6 for the discussion of the elements to Healios revenue and the accounting treatment of a related warrant. The following table presents our contract revenues disaggregated by timing of revenue recognition and excludes royalty revenue (in thousands): Three months ended Six months ended June 30, 2018 Point in Over Time Point in Over Time Contract revenue from Healios License fee revenue $ 17,530 $ 17,530 Product supply revenue 223 450 Service revenue $ 1,002 $ 1,123 Other contract revenue 250 250 Total disaggregated revenues $ 18,003 $ 1,002 $ 18,230 $ 1,123 |
Net Income (Loss) per Share
Net Income (Loss) per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | 4. Net Income (Loss) per Share Basic and diluted net income (loss) per share have been computed using the weighted-average number of shares of common stock outstanding during the period. The table below reconciles the net income (loss) and the number of shares used to calculate basic and diluted net income (loss) per share for the three-month and six-month periods ended June 30, 2018 and 2017, in thousands, except per share data. Three months ended Six months ended June 30, 2018 2017 2018 2017 Numerator: Net income (loss) attributable to common stockholders – Basic and Diluted $ 6,933 $ (6,267 ) $ (3,222 ) $ (11,898 ) Denominator: Weighted-average shares outstanding—Basic 138,225 111,820 132,592 106,960 Potentially dilutive common shares outstanding: Stock-based awards 1,150 — — — Weighted-average shares used to calculate diluted net income (loss) per share 139,375 111,820 132,592 106,960 Basic and Diluted earnings (loss) per share $ 0.05 $ (0.06 ) $ (0.02 ) $ (0.11 ) We have outstanding stock-based awards that are not used in the calculation of diluted net income (loss) per share because to do so would be antidilutive. In connection with purchase of shares of our common stock by Healios in March 2018, a warrant was issued to Healios (the “Healios Warrant”) to purchase up to an additional 20,000,000 shares of common stock (the “Warrant Shares”). Refer to Note 8 for additional details. Since Healios is currently permitted to exercise only a portion of the Warrant Shares and the exercise price for the portion of the Warrant Shares that is currently exercisable is contractually above market price, the entire Healios Warrant is anti-dilutive as of June 30, 2018. The following instruments (in thousands) were excluded from the calculation of diluted net loss per share because their effects would be antidilutive: Three months ended Six months ended June 30, 2018 2017 2018 2017 Stock-based awards 5,939 11,031 12,847 11,031 Healios Warrant – see Note 8 20,000 — 20,000 — Total 25,939 11,031 32,847 11,031 |
Proceeds from Insurance
Proceeds from Insurance | 6 Months Ended |
Jun. 30, 2018 | |
Unusual or Infrequent Items, or Both [Abstract] | |
Proceeds from Insurance | 5. Proceeds from Insurance In 2016, our facility sustained flood damage representing both an unusual and infrequent event. Insurance proceeds are recorded to the extent of the losses and then, only if recovery is realized or probable. Any gains in excess of losses are recognized only when the contingencies regarding the recovery are resolved, and the amount is fixed or determinable. We recognized an insurance recovery gain of $0.4 million in the first quarter of 2018 as additional insurance proceeds were received. |
Collaborative Arrangements and
Collaborative Arrangements and Revenue Recognition | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborative Arrangements and Revenue Recognition | 6. Collaborative Arrangements and Revenue Recognition Healios Collaboration In 2016, we entered into a license agreement (“First License Agreement”) with Healios to develop and commercialize MultiStem cell therapy for ischemic stroke in Japan and to provide Healios with access to our proprietary MAPC technology for use in its “organ bud” program, initially for transplantation to treat liver disease or dysfunction. Under the terms of the First License Agreement, we received a nonrefundable, up-front non-refundable non-creditable In June 2018, Healios exercised its option to expand the collaboration to include ARDS and organ bud as contemplated by the First License Agreement and entered into the Collaboration Expansion Agreement (“CEA”) that included new license agreements and rights that broadened the collaboration beyond that contemplated in the First License Agreement. Under the CEA, Healios (i) expanded its license to include ARDS in Japan, expanded the organ bud license to include all transplantation indications, and terminated Healios’ right to include a designated orthopedic indication to the First License Agreement; (ii) obtained a worldwide exclusive license for use of MultiStem product to treat certain ophthalmological indications; (iii) obtained an exclusive license in Japan for use of the MultiStem product to treat diseases of the liver, kidney, pancreas and intestinal tissue through local administration of MultiStem products in combination with iPSC-derived cells; (iv) obtained an exclusive, time-limited right of first negotiation to enter into an option for a license to develop and commercialize MultiStem products for ischemic stroke, ARDS and trauma in China; and (v) received certain other rights. For all indications, Healios is responsible for the costs of clinical development in its licensed territories. We provide manufacturing services to Healios, currently comprising the supply of product for its clinical trials and preparations for commercial manufacturing, and we receive payments for product supplied to Healios. We also receive financial support from Healios for technology transfer services we provide to a contract manufacturer in Japan to produce product for Healios. The costs of the services are reimbursed by Healios at our cost. For the rights granted to Healios under the CEA, Healios paid to Athersys a nonrefundable, up-front Revenue Recognition At the inception of the Healios arrangement and again each time that the arrangement has been modified, all material performance obligations were identified, which include (i) licenses to our technology, (ii) product supply services, and (iii) services to transfer technology to a contract manufacturer on Healios’ behalf. It was determined that these performance obligations were both capable of being distinct and distinct within the context of the contract. We develop assumptions that require judgment to determine the standalone selling price in order to account for our collaborative agreements, as these assumptions typically include probabilities of obtaining marketing approval for the product candidates, estimated timing of commercialization, estimated future cash flows from potential product sales of our product candidates, estimating the cost and markup of providing product supply and technical services, and appropriate discount rates. In order to determine the transaction price, in addition to the fixed payments, we estimate the amount of variable consideration utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract, and the estimates for variable consideration are reassessed each reporting period. We constrain, or reduce, the estimates of variable consideration if it is probable that a significant reversal of previously recognized revenue could occur throughout the life of the contract, and both the likelihood and magnitude of a potential reversal of revenue are taken into consideration. Once the estimated transaction price was established, amounts were allocated to each separate performance obligation on a relative standalone selling price basis. These performance obligations included any remaining, undelivered elements at the time of modifications and any new elements from a modification to the arrangement if the conditions are not met for being treated as a separate agreement. Following the June 2018 modification, the specific performance obligations that have been delivered include the licenses, and the performance obligations that are not yet fully delivered include manufacturing services to Healios, currently comprising the supply of product for its clinical trials and technology transfer services we provide to a contract manufacturer in Japan. The remaining transaction price for the performance obligations that have not been delivered amounted to $3.5 million at June 30, 2018, which is expected to be recognized within one year as the goods and services are delivered. We included as a reduction of the transaction price of the licenses granted in the June 2018 expansion, the value of a portion of the Healios Warrant that was issued in March 2018 in connection with the then-proposed expansion under a letter of intent. Under the agreements in the June 2018 expansion that included an amendment to the Healios Warrant, a specific portion (4,000,000 Warrant Shares) became exercisable, while the remainder (16,000,000 Warrant Shares) become exercisable upon Healios’ agreement to execute an option for a license for an expansion into China in September 2018 (refer to Note 8). As a result, $1.1 million was recorded in June 2018 as a reduction of license fee revenue. For performance obligations satisfied over time, we apply an appropriate method of measuring progress each reporting period and, if necessary, adjust the estimates of performance and the related revenue recognition. For our technology transfer services provided for Healios that are satisfied over time, we recognize revenue in proportion to the contractual services provided. At June 30, 2018, the contract asset is properly classified as a current asset since the conditional rights to consideration are expected to be satisfied, in all material respects, within one year. Also see Note 3 regarding our revenue recognition policies and Note 8 regarding the equity investment made by Healios in the first quarter of 2018 and the issuance of the Healios Warrant in connection with the expansion of the collaboration. Other Under our agreement with RTI Surgical, Inc. (“RTI”) to develop and commercialize biologic implants using our technology for certain orthopedic applications in the bone graft substitutes market, we are eligible to receive cash payments upon the successful achievement of certain commercial milestones. No milestone revenues were received in the first half of 2018. In addition, we receive tiered royalties on worldwide commercial sales of implants using our technologies. Any royalties may be subject to a reduction if third-party payments for intellectual property rights are necessary or commercially desirable to permit the manufacture or sale of the product, and to date no such reductions have been incurred. In January 2017, we received an option fee related to an agreement with a global leader in the animal health business segment to evaluate our cell therapy technology for application in an animal health area. Under the terms of the agreement, we received the payment in exchange for an exclusive period to evaluate our cell therapy technology with an option to negotiate for a license for the development and commercialization of the technology for the animal health area. The nonrefundable option fee, which was initially recorded as deferred revenue, was recognized in the second quarter of 2018 as the agreement had expired. The evaluation of our technology for animal health applications continues. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | 7. Stock-based Compensation We have an incentive plan that authorized an aggregate of 20,035,000 shares of common stock for awards to employees, directors and consultants. The equity incentive plan authorizes the issuance of equity-based compensation in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and units, and other stock-based awards. In the three-month period ended June 30, 2018, we granted 2,078,340 stock options and 787,968 restricted stock units to our employees and directors primarily pursuant to our annual incentive programs. As of June 30, 2018, a total of 4,671,812 shares (including 243,940 shares related to an expired incentive plan) of common stock have been issued under our equity incentive plans. As of June 30, 2018, a total of 3,696,351 shares were available for issuance under our equity incentive plan, and stock-based awards to purchase 12,846,533 shares (including 935,756 shares related to an expired incentive plan) of common stock were outstanding. For the three-month periods ended June 30, 2018 and 2017, stock-based compensation expense was approximately $0.8 million and $0.7 million, respectively. At June 30, 2018, total unrecognized estimated compensation cost related to unvested stock-based awards was approximately $10.4 million, which is expected to be recognized by the end of 2022 using the straight-line method. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Federal Home Loan Banks [Abstract] | |
Stockholders' Equity | 8. Stockholders’ Equity Equity Issuance—Healios In March 2018, Healios purchased 12,000,000 shares of our common stock (the “Shares”) for $21.1 million, or approximately $1.76 per share, and the Healios Warrant to purchase up to an additional 20,000,000 Warrant Shares of common stock. In connection with the issuance of the Shares, we and Healios entered into an Investor Rights Agreement, which governs certain rights of Healios and us relating to Healios’ ownership of our common stock, including the Shares and the Warrant Shares. The Investor Rights Agreement provides for customary standstill and voting obligations, transfer restrictions and registration rights for Healios. Additionally, we agree to provide notice to Healios of certain equity issuances and to allow Healios to participate in certain issuances in order maintain its proportionate ownership of our common stock as of the time of such issuance. We further agreed under the Investor Rights Agreement that during such time as Healios beneficially owns more than 5.0% but less than 15.0% of our outstanding common stock, our Board of Directors (the “Board”) will nominate a Healios nominee suitable to us to become a member of the Board, and during such time as Healios beneficially owns 15.0% or more of our outstanding common stock, our Board will nominate two suitable Healios nominees to become members of the Board, at each annual election of directors. Healios nominated an individual to the Board, who was elected at the 2018 annual stockholders’ meeting. As a result of Healios’ investment, Healios became a related party, and the transactions with Healios are separately identified within these financial statements as they are related party transactions. The value of the Healios Warrant was considered as an element of compensation in the transaction price of the Healios expansion, as discussed in Note 6. The Healios Warrant originally did not become effective until the CEA became effective in June 2018 and the first payment was made under the expansion. Upon such effectiveness, the Healios Warrant became exercisable with respect to 4,000,000 Warrant Shares and the remaining 16,000,000 Warrant Shares will become exercisable if Healios agrees to execute the option for a license in China in September 2018. Other important Healios Warrant terms include expiration in September 2020 (subject to a potential extension), fixed and floating exercise price mechanisms, and an exercise cap triggered at Healios’ ownership of 19.9% of our common stock. The Healios Warrant may be terminated by us under certain conditions. We evaluated the various terms of the Healios Warrant and concluded that it was appropriately accounted for as equity at inception and $5.3 million was computed as the best estimate of the fair value of the Healios Warrant at the time of issuance. The fair value was computed using a Monte Carlo simulation model that included probability-weighted estimates of potential milestone points in time that could impact the value of the Healios Warrant during its term. The fair value was recorded as additional paid-in Equity Purchase Agreement We have in place an equity purchase arrangement with Aspire Capital Fund LLC (“Aspire Capital”), which provides us the ability to sell shares to Aspire Capital from time-to-time, License Agreement and Settlement In October 2017, we entered into an agreement to settle longstanding intellectual property disagreements with a third party. As part of the agreement, we were granted a worldwide, non-exclusive paid-in-capital 8. Stockholders’ Equity Equity Issuance—Healios In March 2018, Healios purchased 12,000,000 shares of our common stock (the “Shares”) for $21.1 million, or approximately $1.76 per share, and the Healios Warrant to purchase up to an additional 20,000,000 Warrant Shares of common stock. In connection with the issuance of the Shares, we and Healios entered into an Investor Rights Agreement, which governs certain rights of Healios and us relating to Healios’ ownership of our common stock, including the Shares and the Warrant Shares. The Investor Rights Agreement provides for customary standstill and voting obligations, transfer restrictions and registration rights for Healios. Additionally, we agree to provide notice to Healios of certain equity issuances and to allow Healios to participate in certain issuances in order maintain its proportionate ownership of our common stock as of the time of such issuance. We further agreed under the Investor Rights Agreement that during such time as Healios beneficially owns more than 5.0% but less than 15.0% of our outstanding common stock, our Board of Directors (the “Board”) will nominate a Healios nominee suitable to us to become a member of the Board, and during such time as Healios beneficially owns 15.0% or more of our outstanding common stock, our Board will nominate two suitable Healios nominees to become members of the Board, at each annual election of directors. Healios nominated an individual to the Board, who was elected at the 2018 annual stockholders’ meeting. As a result of Healios’ investment, Healios became a related party, and the transactions with Healios are separately identified within these financial statements as they are related party transactions. The value of the Healios Warrant was considered as an element of compensation in the transaction price of the Healios expansion, as discussed in Note 6. The Healios Warrant originally did not become effective until the CEA became effective in June 2018 and the first payment was made under the expansion. Upon such effectiveness, the Healios Warrant became exercisable with respect to 4,000,000 Warrant Shares and the remaining 16,000,000 Warrant Shares will become exercisable if Healios agrees to execute the option for a license in China in September 2018. Other important Healios Warrant terms include expiration in September 2020 (subject to a potential extension), fixed and floating exercise price mechanisms, and an exercise cap triggered at Healios’ ownership of 19.9% of our common stock. The Healios Warrant may be terminated by us under certain conditions. We evaluated the various terms of the Healios Warrant and concluded that it was appropriately accounted for as equity at inception and $5.3 million was computed as the best estimate of the fair value of the Healios Warrant at the time of issuance. The fair value was computed using a Monte Carlo simulation model that included probability-weighted estimates of potential milestone points in time that could impact the value of the Healios Warrant during its term. The fair value was recorded as additional paid-in Equity Purchase Agreement We have in place an equity purchase arrangement with Aspire Capital Fund LLC (“Aspire Capital”), which provides us the ability to sell shares to Aspire Capital from time-to-time, License Agreement and Settlement In October 2017, we entered into an agreement to settle longstanding intellectual property disagreements with a third party. As part of the agreement, we were granted a worldwide, non-exclusive paid-in-capital |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2018 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | 9. Financial Instruments Fair Value Measurements We classify the inputs used to measure fair value into the following hierarchy: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3 Unobservable inputs for the asset or liability. At June 30, 2018, we had no financial assets or liabilities measured at fair value on a recurring basis. Upon its issuance in March 2018, the Healios Warrant was measured at fair value on a nonrecurring basis that represented a Level 3 equity instrument under the hierarchy. Refer to Note 8. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes We have U.S. federal net operating loss and research and development tax credit carryforwards, as well as state and city net operating loss carryforwards, which may be used to reduce future taxable income and tax liabilities. We also have foreign net operating loss and tax credit carryforwards, and the foreign net operating loss carryforwards do not expire. All of our deferred tax assets have been fully offset by a valuation allowance due to our cumulative losses. The utilization of net operating loss and tax credit carryforwards generated prior to October 2012 is substantially limited under Section 382 of the Internal Revenue Code (“IRC”) of 1986, as amended. We generated U.S. federal net operating loss carryforwards, research and development tax credits, and state and local net operating loss carryforwards since 2012 which may be limited under Section 382 of the IRC. We will update our analysis under Section 382 of the IRC prior to using these attributes. In December 2017, the U.S. federal government enacted legislation commonly referred to as the “Tax Cuts and Jobs Act” (the “TCJA”). The TCJA makes widespread changes to the IRC, including, among other items, a reduction in the federal corporate tax rate from 35% to 21%, effective January 1, 2018. The carrying value of our deferred tax assets and liabilities is also determined by the enacted U.S. corporate income tax rate. Consequently, any changes in the U.S. corporate income tax rate will impact the carrying value of our deferred tax assets and liabilities. Our deferred income tax assets, net, have provisionally decreased based on the reduction of the U.S. corporate tax rate and the valuation allowance has had a corresponding decrease. The Deemed Repatriation Transition Tax (“Transition Tax”) is a tax on previously untaxed accumulated and current earnings and profit (“E&P”) of certain of our foreign subsidiaries. To determine the amount of Transition Tax, a company must determine, in addition to other factors, the amount of post-1986 E&P of the relevant foreign subsidiaries as well as the amount of non-U.S. We determined that the provisional calculations will be finalized after the underlying timing differences and foreign earnings and profits are finalized with our 2017 federal tax return filing. Furthermore, we are still analyzing certain aspects of the TCJA and refining our calculations which could potentially affect the measurement of these balances or potentially give rise to new or additional deferred tax amounts. We will consider additional guidance from the U.S. Treasury Department, IRS or other standard-setting bodies. Further adjustments, if any, will be recorded by us during the measurement period in 2018, as permitted by SEC Staff Accounting Bulletin 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act. No amounts were recorded as of June 30, 2018 for these potential adjustments. |
Recently Issued Accounting St16
Recently Issued Accounting Standards (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recently Issued Accounting Standards | In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, right-of-use In May 2017, the FASB issued ASU 2017-09, |
Revenue Recognition | Our license and collaboration agreements may contain multiple elements, including license and technology access fees, research and development funding, product supply revenue, cost-sharing, milestones and royalties. The deliverables under such an arrangement are evaluated under ASU No. 2014-09, We adopted this guidance as of January 1, 2018, utilizing the modified retrospective transition method applied to contracts that were not complete as of January 1, 2018. We evaluated all of our arrangements on a contract-by-contract Our performance obligations and methods used for determining the relative selling prices and transaction prices of the Healios contract elements is further discussed in Note 6. Milestone Payments Topic 606 does not contain guidance specific to milestone payments, but rather requires potential milestone payments to be considered in accordance with the overall model of Topic 606. As a result, revenues from contingent milestone payments are recognized based on an assessment of the probability of milestone achievement and the likelihood of a significant reversal of such milestone revenue at each reporting date. This assessment may result in recognizing milestone revenue before the milestone event has been achieved. Since the milestones in the Healios arrangement are generally related to development and commercial milestone achievement by Healios, we have not included any of the Healios milestones in the estimated transaction price of the Healios arrangement, since they would be constrained, as a significant reversal of revenue could result in future periods. Other than for our collaboration with Healios that has remaining deliverables, as of the date of adoption of Topic 606 on January 1, 2018, we had recognized the full amount of license fees under our collaboration agreements as contract revenue under the prior guidance associated with multiple-element arrangements, since the performance periods for our multiple element arrangements have concluded. The events triggering any future contingent milestone payments from these arrangements were determined to be non-substantive Grant Revenue Grant revenue, which is not within the scope of Topic 606, consists of funding under cost reimbursement programs primarily from federal and non-profit Royalty Revenue We recognize royalty revenue relating to the sale by a licensee of our licensed products. Royalty revenue is recognized upon the later to occur of (i) achievement of the collaborator’s underlying sales and (ii) satisfaction of any performance obligation(s) related to these sales, in each case assuming the license to our intellectual property is deemed to be the predominant item to which the sales-based royalties relate. Unbilled Accounts Receivable We record amounts that are due to us under contractual arrangements for which invoicing has not yet occurred if our performance has concluded for the billable activity, and we have the unconditional right to the consideration, but such amounts are not yet billable. At June 30, 2018, the unbilled accounts receivable from Healios was $8.3 million, which includes $7.5 million of license fees that are being paid to us by Healios in $2.5 million installments over the next several quarters related to the expansion described in Note 6. Contractual Right to Consideration and Deferred Revenue Amounts included in deferred revenue or contract assets are determined at the contract level, and for our Healios arrangement, such amounts are included in a contract asset. Amounts received from customers or collaborators in advance of our performance of services or other deliverables are included in deferred revenue, while amounts for performance of services or other deliverables before customer payment is received or due are included in contract assets, with those amounts that are unconditional being included in either accounts receivable or unbilled accounts receivable. Grant proceeds received in advance of our performance under the grant is included in deferred revenue. Generally, deferred revenue is classified as a current obligation, as opposed to non-current. six-month Advances from Healios The clinical trial supply agreement with Healios was amended in July 2017 to clarify a cost-sharing arrangement associated with our supply of clinical product for their ischemic stroke trial. The proceeds from Healios that relate specifically to the cost-sharing arrangement may result in a decrease in the amount of proceeds we receive from Healios upon the achievement of two future milestones, and an increase to a late-stage commercial milestone, if the cost-share amounts are not repaid at our election. While the amendment to the supply agreement resulted in a revision to the terms associated with the product supply, namely the cost of product supply, the revision did not affect any of the performance obligations under the overall arrangement. The proceeds from Healios that relate specifically to the cost-sharing arrangement for Healios’ stroke study in Japan are recognized as non-current six-month |
Collaborative Arrangements | In 2016, we entered into a license agreement (“First License Agreement”) with Healios to develop and commercialize MultiStem cell therapy for ischemic stroke in Japan and to provide Healios with access to our proprietary MAPC technology for use in its “organ bud” program, initially for transplantation to treat liver disease or dysfunction. Under the terms of the First License Agreement, we received a nonrefundable, up-front non-refundable non-creditable |
Royalties | We also receive financial support from Healios for technology transfer services we provide to a contract manufacturer in Japan to produce product for Healios. The costs of the services are reimbursed by Healios at our cost. For the rights granted to Healios under the CEA, Healios paid to Athersys a nonrefundable, up-front |
Fair Value Measurements | We classify the inputs used to measure fair value into the following hierarchy: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Unadjusted quoted prices in active markets for similar assets or liabilities, or unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability. Level 3 Unobservable inputs for the asset or liability. At June 30, 2018, we had no financial assets or liabilities measured at fair value on a recurring basis. Upon its issuance in March 2018, the Healios Warrant was measured at fair value on a nonrecurring basis that represented a Level 3 equity instrument under the hierarchy. Refer to Note 8. |
Revenue Recognition and Adopt17
Revenue Recognition and Adoption of New Accounting Pronouncement (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The components of the cumulative effect of the changes made to our consolidated January 1, 2018 balance sheet for the adoption of Topic 606 were as follows (in thousands): Balance at Adjustments Balance at Assets Accounts receivable—Healios $ 153 $ 30 $ 183 Contractual right to consideration from Healios $ — $ 1,436 $ 1,436 Liabilities Deferred revenue—Healios $ (521 ) $ 521 $ — Advance from Healios $ (134 ) $ (116 ) $ (250 ) Equity Accumulated deficit $ 350,630 $ (1,871 ) $ 348,759 In accordance with the new revenue recognition requirements, the disclosure of the impact of adoption on our condensed consolidated balance sheet as of June 30, 2018 and statement of operations for the three- and six-month As of June 30, 2018 As Reported Balances without Effect of Change Assets Unbilled accounts receivable from Healios $ 8,280 $ 780 $ 7,500 Contractual right to consideration from Healios $ 34 $ — $ 34 Liabilities Deferred revenue $ — $ (2,308 ) $ 2,308 Equity Accumulated deficit $ 351,981 $ 361,823 $ (9,842 ) Three Months ended June 30, 2018 Six months ended June 30, 2018 As Balances without Effect of As Balances Effect of Revenues Contract revenues from Healios $ 18,755 $ 10,710 $ 8,045 $ 19,103 $ 11,132 $ 7,971 Net income (loss) $ 6,933 $ (1,112 ) $ (8,045 ) $ (3,222 ) $ (11,193 ) $ (7,971 ) Net income (loss) per common share Basic $ 0.05 $ (0.01 ) $ (0.06 ) $ (0.02 ) $ (0.08 ) $ (0.06 ) Diluted $ 0.05 $ (0.01 ) $ (0.06 ) $ (0.02 ) $ (0.08 ) $ (0.06 ) |
Summary of Revenues Disaggregated by Recognition at Point in Time and Over Time | The following table presents our contract revenues disaggregated by timing of revenue recognition and excludes royalty revenue (in thousands): Three months ended Six months ended June 30, 2018 Point in Over Time Point in Over Time Contract revenue from Healios License fee revenue $ 17,530 $ 17,530 Product supply revenue 223 450 Service revenue $ 1,002 $ 1,123 Other contract revenue 250 250 Total disaggregated revenues $ 18,003 $ 1,002 $ 18,230 $ 1,123 |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) and Number of Shares Used to Calculate Basic and Diluted Net Income (Loss) Per Share | The table below reconciles the net income (loss) and the number of shares used to calculate basic and diluted net income (loss) per share for the three-month and six-month periods ended June 30, 2018 and 2017, in thousands, except per share data. Three months ended Six months ended June 30, 2018 2017 2018 2017 Numerator: Net income (loss) attributable to common stockholders – Basic and Diluted $ 6,933 $ (6,267 ) $ (3,222 ) $ (11,898 ) Denominator: Weighted-average shares outstanding—Basic 138,225 111,820 132,592 106,960 Potentially dilutive common shares outstanding: Stock-based awards 1,150 — — — Weighted-average shares used to calculate diluted net income (loss) per share 139,375 111,820 132,592 106,960 Basic and Diluted earnings (loss) per share $ 0.05 $ (0.06 ) $ (0.02 ) $ (0.11 ) |
Instruments Excluded from Calculation of Diluted Net Loss Per Share | The following instruments (in thousands) were excluded from the calculation of diluted net loss per share because their effects would be antidilutive: Three months ended Six months ended June 30, 2018 2017 2018 2017 Stock-based awards 5,939 11,031 12,847 11,031 Healios Warrant – see Note 8 20,000 — 20,000 — Total 25,939 11,031 32,847 11,031 |
Background and Basis of Prese19
Background and Basis of Presentation - Additional Information (Detail) $ in Thousands | 6 Months Ended | |||
Jun. 30, 2018USD ($)Segment | Dec. 31, 2017USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) | |
Accounting Policies [Abstract] | ||||
Number of business segments | Segment | 1 | |||
Accumulated deficit | $ (351,981) | $ (350,630) | ||
Cash and cash equivalents | $ 53,353 | $ 29,316 | $ 28,594 | $ 14,753 |
Recently Issued Accounting St20
Recently Issued Accounting Standards - Additional Information (Detail) | Jun. 30, 2018Facility |
Accounting Policies [Abstract] | |
Number of operating leases facilities that need to be evaluated under the ASU 2016-02 | 2 |
Revenue Recognition and Adopt21
Revenue Recognition and Adoption of New Accounting Pronouncement - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2018 | Jan. 01, 2018 | |
Deferred revenue | $ 250,000 | $ 250,000 | |
Revenue recognized related to the advance from Healios | 0 | 0 | |
Healios License Agreement [Member] | |||
Unbilled accounts receivable | 8,280,000 | 8,280,000 | |
License and services revenue payment installment amount due | 2,500,000 | 2,500,000 | |
Healios License Agreement [Member] | License [Member] | |||
Unbilled accounts receivable | $ 7,500,000 | $ 7,500,000 | |
Accounting Standards Update 2014-09 [Member] | Accumulated Deficit [Member] | |||
Cumulative effect adjustment recognized | $ 1,900,000 |
Revenue Recognition and Adopt22
Revenue Recognition and Adoption of New Accounting Pronouncement - Schedule of New Accounting Pronouncements and Changes in Accounting Principles (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
Assets | ||||||
Accounts receivable-Healios | $ 545 | $ 545 | $ 586 | |||
Equity | ||||||
Accumulated deficit | 351,981 | 351,981 | 350,630 | |||
Liabilities | ||||||
Deferred revenue | 771 | |||||
Revenues | ||||||
Total revenues | 19,391 | $ 669 | 20,457 | $ 2,139 | ||
Net income (loss) | $ 6,933 | $ (6,267) | $ (3,222) | $ (11,898) | ||
Net income (loss) per common share | ||||||
Basic | $ 0.05 | $ (0.06) | $ (0.02) | $ (0.11) | ||
Diluted | $ 0.05 | $ (0.06) | $ (0.02) | $ (0.11) | ||
Contract Revenue [Member] | ||||||
Revenues | ||||||
Total revenues | $ 18,755 | $ 239 | $ 19,103 | $ 267 | ||
Balances without Adoption of Topic 606 [Member] | ||||||
Revenues | ||||||
Net income (loss) | $ (1,112) | $ (11,193) | ||||
Net income (loss) per common share | ||||||
Basic | $ (0.01) | $ (0.08) | ||||
Diluted | $ (0.01) | $ (0.08) | ||||
Balances without Adoption of Topic 606 [Member] | Contract Revenue [Member] | ||||||
Revenues | ||||||
Total revenues | $ 10,710 | $ 11,132 | ||||
Healios License Agreement [Member] | ||||||
Assets | ||||||
Accounts receivable-Healios | 552 | 552 | 153 | |||
Unbilled accounts receivable from Healios | 8,280 | 8,280 | ||||
Contractual right to consideration from Healios | 34 | 34 | ||||
Accounting Standards Update 2014-09 [Member] | ||||||
Equity | ||||||
Accumulated deficit | $ 348,759 | |||||
Accounting Standards Update 2014-09 [Member] | Balances without Adoption of Topic 606 [Member] | ||||||
Equity | ||||||
Accumulated deficit | 361,823 | 361,823 | 350,630 | |||
Liabilities | ||||||
Deferred revenue | (2,308) | (2,308) | ||||
Accounting Standards Update 2014-09 [Member] | Effect of Change [Member] | ||||||
Equity | ||||||
Accumulated deficit | (9,842) | (9,842) | (1,871) | |||
Liabilities | ||||||
Deferred revenue | 2,308 | 2,308 | ||||
Revenues | ||||||
Net income (loss) | $ (8,045) | $ (7,971) | ||||
Net income (loss) per common share | ||||||
Basic | $ (0.06) | $ (0.06) | ||||
Diluted | $ (0.06) | $ (0.06) | ||||
Accounting Standards Update 2014-09 [Member] | Effect of Change [Member] | Contract Revenue [Member] | ||||||
Revenues | ||||||
Total revenues | $ 8,045 | $ 7,971 | ||||
Accounting Standards Update 2014-09 [Member] | Healios License Agreement [Member] | ||||||
Assets | ||||||
Accounts receivable-Healios | 183 | |||||
Contractual right to consideration from Healios | 1,436 | |||||
Liabilities | ||||||
Advance from Healios | (250) | |||||
Accounting Standards Update 2014-09 [Member] | Healios License Agreement [Member] | Balances without Adoption of Topic 606 [Member] | ||||||
Assets | ||||||
Accounts receivable-Healios | 153 | |||||
Unbilled accounts receivable from Healios | 780 | 780 | ||||
Liabilities | ||||||
Deferred revenue | (521) | |||||
Advance from Healios | $ (134) | |||||
Accounting Standards Update 2014-09 [Member] | Healios License Agreement [Member] | Effect of Change [Member] | ||||||
Assets | ||||||
Accounts receivable-Healios | 30 | |||||
Unbilled accounts receivable from Healios | 7,500 | 7,500 | ||||
Contractual right to consideration from Healios | $ 34 | $ 34 | 1,436 | |||
Liabilities | ||||||
Deferred revenue | 521 | |||||
Advance from Healios | $ (116) |
Revenue Recognition and Adopt23
Revenue Recognition and Adoption of New Accounting Pronouncement - Summary of Revenues Disaggregated by Recognition at Point in Time and Over Time (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Contract revenues | ||||
Total revenues | $ 19,391 | $ 669 | $ 20,457 | $ 2,139 |
Point in Time [Member] | Healios License Agreement [Member] | ||||
Contract revenues | ||||
Total revenues | 18,003 | 18,230 | ||
Point in Time [Member] | Healios License Agreement [Member] | License fee [Member] | ||||
Contract revenues | ||||
Total revenues | 17,530 | 17,530 | ||
Point in Time [Member] | Healios License Agreement [Member] | Product supply [Member] | ||||
Contract revenues | ||||
Total revenues | 223 | 450 | ||
Point in Time [Member] | Healios License Agreement [Member] | Other Contract [Member] | ||||
Contract revenues | ||||
Total revenues | 250 | 250 | ||
Over Time [Member] | Healios License Agreement [Member] | ||||
Contract revenues | ||||
Total revenues | 1,002 | 1,123 | ||
Over Time [Member] | Healios License Agreement [Member] | Service [Member] | ||||
Contract revenues | ||||
Total revenues | $ 1,002 | $ 1,123 |
Net Income(Loss) Per Share - Sc
Net Income(Loss) Per Share - Schedule of Net Income (Loss) and Number of Shares Used to Calculate Basic and Diluted Net Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Numerator: | ||||
Net income (loss) attributable to common stockholders - Basic and Diluted | $ 6,933 | $ (6,267) | $ (3,222) | $ (11,898) |
Denominator: | ||||
Weighted-average shares outstanding-Basic | 138,225 | 111,820 | 132,592 | 106,960 |
Potentially dilutive common shares outstanding: | ||||
Stock-based awards | 1,150 | |||
Weighted-average shares used to calculate diluted net income (loss) per share | 139,375 | 111,820 | 132,592 | 106,960 |
Basic and Diluted earnings (loss) per share | $ 0.05 | $ (0.06) | $ (0.02) | $ (0.11) |
Net Income (Loss) per Share - A
Net Income (Loss) per Share - Additional Information (Detail) | 1 Months Ended |
Mar. 31, 2018shares | |
Healios License Agreement [Member] | |
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Warrants issued to purchase additional shares of common stock | 20,000,000 |
Net Income (Loss) per Share - I
Net Income (Loss) per Share - Instruments Excluded from Calculation of Diluted Net Loss Per Share (Detail) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 25,939 | 11,031 | 32,847 | 11,031 |
Stock - Based Awards [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 5,939 | 11,031 | 12,847 | 11,031 |
Healios License Agreement [Member] | Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 20,000 | 20,000 |
Proceeds from Insurance - Addit
Proceeds from Insurance - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2018 | |
Insurance [Abstract] | |||
Insurance recovery gain recognized | $ 20 | $ 400 | $ 383 |
Collaborative Arrangements an28
Collaborative Arrangements and Revenue Recognition - Additional Information (Detail) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018USD ($)Installmentshares | Dec. 31, 2016USD ($) | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Warrant exercisable | shares | 4,000,000 | |
Healios License Agreement [Member] | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Up-front cash payment received | $ 15,000,000 | |
Potential payment for rights to additional indications in Japan including ARDS | $ 10,000,000 | |
Up-front cash payment received | $ 10,000,000 | |
License and services revenue paid | 2,500,000 | |
License and services revenue payment installment amount due in quarter three | 2,500,000 | |
License and services revenue payment installment amount due in quarter four | 2,500,000 | |
License and services revenue payment installment amount due thereafter | $ 2,500,000 | |
License and services revenue payment number of installments | Installment | 4 | |
Expected additional payment for licenses granted | $ 10,000,000 | |
Transaction price expected to be recognized | $ 3,500,000 | |
Warrant outstanding | shares | 16,000,000 | |
Healios License Agreement [Member] | License [Member] | ||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||
Increase (decrease) in revenue | $ (1,100,000) |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018USD ($)Planshares | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($)shares | Jun. 30, 2017USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of incentive plan | Plan | 1 | |||
Common stock authorized for equity incentive plan | 20,035,000 | 20,035,000 | ||
Stock options granted | 2,078,340 | |||
Restricted stock units granted | 787,968 | |||
Common stock shares issued | 4,671,812 | |||
Shares available for issuance | 3,696,351 | 3,696,351 | ||
Shares of common stock outstanding | 12,846,533 | 12,846,533 | ||
Stock-based compensation expense | $ | $ 800 | $ 700 | $ 1,637 | $ 1,418 |
Estimated compensation cost of unvested restricted stock | $ | $ 10,400 | $ 10,400 | ||
Expired Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock shares issued | 243,940 | |||
Shares of common stock outstanding | 935,756 | 935,756 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
May 31, 2018 | Mar. 31, 2018 | Feb. 28, 2018 | Oct. 31, 2017 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Class of Stock [Line Items] | ||||||||||
Number of first warrant shares | 4,000,000 | 4,000,000 | ||||||||
Discount on revenue from issuance of warrant | $ 1,080,000 | |||||||||
Net proceeds from sales of common stock | $ 26,263,000 | $ 23,270,000 | ||||||||
Payment to acquire intellectual property rights | $ 500,000 | |||||||||
Future additional payments to acquire intellectual property rights, each quarter | $ 250,000 | |||||||||
Additional shares issuable upon issuance of intellectual property rights | 500,000 | |||||||||
Aspire Capital [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Equity purchase agreement, term | 3 years | |||||||||
Common stock issued as commitment fees | 450,000 | |||||||||
Common stock registered for resale | 24,700,000 | |||||||||
Net proceeds from sales of common stock | $ 2,400,000 | |||||||||
Net proceeds from sales of common stock, average price per share | $ 1.45 | $ 1.45 | ||||||||
Aspire Capital [Member] | Common Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock, new issues | 0 | 3,300,000 | ||||||||
Sale of additional shares at an average price | $ 1.67 | |||||||||
Maximum [Member] | Aspire Capital [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Equity purchase agreement, value | $ 100,000,000 | |||||||||
Healios License Agreement [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock, new issues | 12,000,000 | |||||||||
Warrants issued to purchase additional shares of common stock | 20,000,000 | |||||||||
Warrants to purchase additional shares of common stock, value | $ 21,100,000 | |||||||||
Warrants to purchase additional shares of common stock, price per share | $ 1.76 | |||||||||
Minimum ownership percentage in outstanding common stock for two board seats | 15.00% | |||||||||
Minimum ownership percentage in outstanding common stock for board seat | 5.00% | |||||||||
Maximum ownership percentage that Heallios is allowed to own | 19.90% | |||||||||
Class of warrant or rights date from which warrants or rights exercisable | Sep. 1, 2018 | |||||||||
Warrants terms, expiration date | Sep. 30, 2020 | |||||||||
Warrant, outstanding | 16,000,000 | 16,000,000 | ||||||||
Warrant share, value | $ 4,220,000 | $ 4,220,000 | ||||||||
Fair value of the warrant | $ 5,300,000 | 5,300,000 | ||||||||
2015 Agreement [Member] | Aspire Capital [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares remaining for sale | 2,000,000 | |||||||||
Intellectual Property [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued during period, shares, issued for intellectual property rights | 1,000,000 | |||||||||
Stock issued during period, amount, issued for intellectual property rights | $ 2,300,000 | |||||||||
Future additional payments to acquire intellectual property rights, each quarter | 250,000 | |||||||||
Adjustments to additional paid in capital, research and development expense | $ 300,000 | |||||||||
Intellectual Property [Member] | Accrued License Fees [Member] | Contingent Obligation [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued during period, shares, issued for intellectual property rights | 500,000 | |||||||||
Accrued license fee expense for stock expected to issue | $ 900,000 | |||||||||
Intellectual Property [Member] | Additional Paid-in Capital [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued during period, amount, issued for intellectual property rights | $ 1,200,000 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - Fair Value Measurements, Recurring Basis [Member] | Jun. 30, 2018USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Financial assets measured at fair value on recurring basis | $ 0 |
Financial liabilities measured at fair value on recurring basis | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal corporate income tax rate | 21.00% | 35.00% |