Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 11, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'NUPATHE INC. | ' |
Entity Central Index Key | '0001375200 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 31,329,179 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $10,324 | $22,570 |
Prepaid expenses and other | 957 | 450 |
Total current assets | 11,281 | 23,020 |
Property and equipment, net | 2,624 | 581 |
Other assets | 225 | 243 |
Other assets-equipment funding (Note 3(d)) | 7,291 | 6,763 |
Total assets | 21,421 | 30,607 |
Current liabilities: | ' | ' |
Current portion of long-term debt | 2,993 | 378 |
Accounts payable | 2,566 | 800 |
Accrued expenses | 2,852 | 1,995 |
Total current liabilities | 8,411 | 3,173 |
Long-term debt | 5,802 | 8,102 |
Other long-term liabilities | ' | 83 |
Warrant liability | ' | 16,236 |
Total liabilities | 14,213 | 27,594 |
Commitments (note 7) | ' | ' |
Stockholders' equity (deficit): | ' | ' |
Preferred stock, $0.001 par value; authorized 10,000,000 shares; issued and outstanding 0 and 8,804 at September 30, 2013 and December 31, 2012, respectively | ' | 7,255 |
Common stock, $0.001 par value. Authorized 90,000,000 shares; issued and outstanding 31,329,179 and 20,023,949 shares at September 30, 2013 and December 31, 2012, respectively | 31 | 20 |
Treasury stock,42,433 and 0 common shares at September 30, 2013 and December 31, 2012,respectively | -112 | ' |
Additional paid-in capital | 178,160 | 136,506 |
Deficit accumulated during the development stage | -170,871 | -140,768 |
Total stockholders' equity | 7,208 | 3,013 |
Total liabilities and stockholders' equity | $21,421 | $30,607 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Balance Sheets | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, authorized shares | 10,000,000 | 10,000,000 |
Preferred stock, issued shares | 0 | 8,804 |
Preferred stock, outstanding shares | 0 | 8,804 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, authorized shares | 90,000,000 | 90,000,000 |
Common stock, issued shares | 31,329,179 | 20,023,949 |
Common stock, outstanding shares | 31,329,179 | 20,023,949 |
Treasury shares, shares | 42,433 | 0 |
Statements_of_Operations
Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 105 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 |
Statements of Operations | ' | ' | ' | ' | ' |
Grant revenue | ' | ' | ' | ' | $650 |
Operating expenses: | ' | ' | ' | ' | ' |
Research and development | 3,932 | 2,220 | 8,275 | 9,033 | 79,682 |
Acquired in-process research and development | ' | ' | ' | ' | 5,500 |
Selling, general and administrative | 3,655 | 3,525 | 8,963 | 8,332 | 43,862 |
Total operating expenses | 7,587 | 5,745 | 17,238 | 17,365 | 129,044 |
Loss from operations | -7,587 | -5,745 | -17,238 | -17,365 | -128,394 |
Interest income | 2 | 2 | 10 | 17 | 679 |
Interest expense | -226 | -446 | -713 | -1,293 | -10,115 |
Change in fair value of warrants | ' | ' | -12,162 | ' | -13,449 |
Loss on debt extinguishment | ' | ' | ' | ' | -799 |
Loss before tax benefit | -7,811 | -6,189 | -30,103 | -18,641 | -152,078 |
Income tax benefit | ' | ' | ' | ' | 839 |
Net loss | -7,811 | -6,189 | -30,103 | -18,641 | -151,239 |
Series A Preferred Stock dividends | ' | ' | -314 | ' | -13,564 |
Net loss applicable to common stockholders | ($7,811) | ($6,189) | ($30,417) | ($18,641) | ' |
Basic and diluted net loss per common share (in dollars per share) | ($0.25) | ($0.42) | ($1.04) | ($1.26) | ' |
Weighted average basic and diluted common shares outstanding (in shares) | 31,468,063 | 14,752,214 | 29,360,455 | 14,740,578 | ' |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 9 Months Ended | 105 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 |
Cash flows from operating activities: | ' | ' | ' |
Net loss | ($30,103) | ($18,641) | ($151,239) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation expense | 87 | 79 | 445 |
Loss on asset disposal | ' | ' | 29 |
Write off of offering costs | 488 | ' | 488 |
Increase in fair value of warrants | 12,162 | ' | 13,449 |
Loss on debt extinguishment | ' | ' | 799 |
Cash paid for interest on debt extinguishment | ' | ' | -350 |
Acquired in-process research and development | ' | ' | 5,500 |
Stock-based compensation | 2,739 | 1,475 | 7,710 |
Noncash interest expense | 99 | 195 | 5,857 |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses and other current assets | -93 | -164 | 871 |
Accounts payable | 1,766 | 144 | 2,566 |
Accrued expenses | 863 | 1,839 | 2,920 |
Net cash used in operating activities | -11,992 | -15,073 | -110,955 |
Cash flows from investing activities: | ' | ' | ' |
Purchase of in-process research and development | ' | ' | -5,500 |
Payments under equipment funding agreement | -529 | ' | -7,292 |
Purchases of property and equipment | -2,129 | -311 | -3,097 |
Net cash used in investing activities | -2,658 | -311 | -15,889 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from issuance of debt | ' | ' | 26,000 |
Payment of debt issuance costs | ' | ' | -428 |
Repayment of debt | -270 | -6,424 | -19,058 |
Proceeds from sale of preferred stock, net | ' | ' | 69,863 |
Proceeds from sale of common stock, net | 2,674 | 26 | 46,324 |
Proceeds from sale of convertible notes, net | ' | ' | 14,467 |
Net cash (used in) provided by financing activities | 2,404 | -6,398 | 137,168 |
Net increase (decrease) in cash and cash equivalents | -12,246 | -21,782 | 10,324 |
Cash and cash equivalents, beginning of period | 22,570 | 23,059 | ' |
Cash and cash equivalents, end of period | 10,324 | 1,277 | 10,324 |
Noncash investing and financing activities: | ' | ' | ' |
Conversion of note principal and accrued interest to redeemable convertible preferred stock | ' | ' | 4,547 |
Conversion of note principal and accrued interest to common stock | ' | ' | 10,337 |
Conversion of redeemable convertible preferred stock into common stock | ' | ' | 58,072 |
Reclassification of warrant liability | 27,495 | ' | 28,608 |
Fair value of warrants issued in connection with loan facility | ' | ' | 485 |
Fair value of warrants issued in connection with equity financing | ' | ' | 14,949 |
Financing arrangement with third party vendors | 538 | 434 | 1,964 |
Accretion of redeemable convertible preferred stock | ' | ' | 9,948 |
Dividends | 314 | ' | 13,564 |
Cash paid for interest | $641 | $964 | $3,918 |
Background
Background | 9 Months Ended |
Sep. 30, 2013 | |
Background | ' |
Background | ' |
(1) Background | |
NuPathe Inc. (the Company) is a specialty pharmaceutical company focused on the development and commercialization of branded therapeutics for diseases of the central nervous system. Our lead product, Zecuity® (sumatriptan iontophoretic transdermal system), was approved by the FDA on January 17, 2013 for the acute treatment of migraine with or without aura in adults. The Company was incorporated in Delaware on January 7, 2005 (inception) and has its principal office in Malvern, Pennsylvania. The Company operates as a single business segment and is a development-stage company. | |
DevelopmentStage_Risks_and_Liq
Development-Stage Risks and Liquidity | 9 Months Ended |
Sep. 30, 2013 | |
Development-Stage Risks and Liquidity | ' |
Development-Stage Risks and Liquidity | ' |
(2) Development-Stage Risks and Liquidity | |
The Company has incurred recurring losses and negative cash flows from operations since its inception and has accumulated a deficit during the development stage of $170,871 as of September 30, 2013. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales of Zecuity and its products in development. | |
As of September 30, 2013, the Company had $10,324 of cash and cash equivalents and working capital of $2,870. Management estimates that the Company’s cash and cash equivalents as of September 30, 2013 will be sufficient to fund operations and debt service obligations through January 2014. To address its capital needs, the Company is considering multiple alternatives, including, but not limited to, corporate collaborations, partnerships and other strategic transactions, debt and equity financings and other funding transactions. However, there is no assurance that the Company will be able to complete any such transaction or obtain additional required capital on acceptable terms or otherwise. Until such time as the Company is able to secure additional capital, the Company is limiting and delaying certain expenditures required for the commercialization of Zecuity. If the Company is unable to obtain the necessary capital, it will need to pursue a plan to license or sell its assets and/or seek bankruptcy protection. Additionally, failure to obtain the necessary capital in a timely manner could result in the Company’s breach or default under important agreements resulting in, among other things, the potential: acceleration of payments under the Company’s 2012 Term Loan and the ability of the lender to proceed against the collateral securing the loan including exercising control over the Company’s cash and investment accounts pursuant to account control agreements; the acceleration of payments under the Company’s office lease; and termination of agreements on which the Company relies for the manufacture of Zecuity or pursuant to which the Company obtains valuable rights. These factors raise substantial doubt about the Company’s ability to continue as a going concern. | |
The Company is subject to those risks associated with any development-stage specialty pharmaceutical company that has substantial expenditures for development and commercialization. There can be no assurance that the Company’s development projects will be successful, that products developed will obtain necessary regulatory approval, or that any approved product will be commercially successful. In addition, the Company operates in an environment of rapid technological change, and is largely dependent on the services of its employees, consultants, suppliers and contract manufacturers. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Summary of Significant Accounting Policies | ' | |||||
Summary of Significant Accounting Policies | ' | |||||
(3) Summary of Significant Accounting Policies | ||||||
(a) Basis of Presentation | ||||||
The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, include all adjustments, consisting of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. | ||||||
Although the Company believes that the disclosures in these financial statements are adequate to make the information presented not misleading, certain information and footnote information normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). | ||||||
Results for any interim period are not necessarily indicative of results for any future interim period or for the entire year. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC, which includes audited balance sheets as of December 31, 2012 and 2011, and the related statements of operations, redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2012 and the period from January 7, 2005 (inception) through December 31, 2012. | ||||||
(b) Use of Estimates | ||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from such estimates. | ||||||
(c) Fair Value of Financial Instruments | ||||||
Management believes that the carrying amounts of its financial instruments, including cash equivalents, prepaid expenses and other, accounts payable and accrued expenses, approximate fair value due to the short-term nature of those instruments. The carrying amount of the Company’s debt obligations approximate fair value based on interest rates available on similar borrowings. | ||||||
The Company follows Financial Accounting Standards Board (FASB) accounting guidance on fair value measurements for financial assets and liabilities measured on a recurring basis. The guidance requires fair value measurements be classified and disclosed in one of the following three categories: | ||||||
· 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 input which are observable, either directly or indirectly, for substantially the full term of the asset or liabilities; or | ||||||
· Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). | ||||||
The Company had Level 1 fair value measurements of its cash equivalents of $10,115 and $21,964 at September 30, 2013 and December 31, 2012, respectively. The Company had no Level 2 fair value instruments at September 30, 2013 and December 31, 2012. The Company had Level 3 fair value measurements of its warrant liability of $0 and $16,236 at September 30, 2013 and December 31, 2012, respectively. A reconciliation of the warrant liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is shown in the table below. | ||||||
Warrant Liability | ||||||
Balance at January 1, 2013 | $ | 16,236 | ||||
Issuance of warrants | — | |||||
Change in fair value of warrant liability | 12,162 | |||||
Transaction expenses included in change in fair value of warrant liability | (903 | ) | ||||
Reclassified to equity as warrants no longer meet the liability classification requirements | (27,495 | ) | ||||
Balance at September 30, 2013 | $ | — | ||||
The above table reflects the warrant liability for the fair value of warrants issued in connection with the October 2012 Financing (note 4(b)) as well as for warrants issued to a lender in October 2012 in connection with a debt restructuring. | ||||||
(d) Other Assets-Equipment Funding | ||||||
In June 2010, the Company entered into an equipment funding agreement with LTS Lohmann Therapie-Systeme AG (LTS) under which the Company agreed to fund the purchase by LTS of manufacturing equipment for the Company’s primary product candidate, Zecuity. The Company made 14 monthly installments to LTS that commenced in June 2010 and ended in August 2011. As of December 31, 2012, $6,763 was recorded as a noncurrent asset in the Other assets-equipment funding account on the accompanying balance sheet. | ||||||
Additionally, in the first quarter of 2013, the Company amended the LTS funding agreement to provide additional funding for commercial manufacturing capacity. The Company’s additional funding obligations resulting from such amendment are denominated in Euros and total approximately $800 based on exchange rates in effect at the time the amendment was initiated. As of September 30, 2013, the Company has capitalized $528 related to the amendment, which is also included in the Other assets-equipment funding account on the accompanying balance sheet, and expects to incur the remaining balance in 2013. | ||||||
Amounts capitalized under the LTS funding agreement are expected to be amortized to cost of goods sold upon the commencement of commercial sales of Zecuity. LTS owns the purchased equipment and is responsible for its routine and scheduled maintenance and repair and is required to use the equipment solely to manufacture Zecuity. | ||||||
(e) Net Loss per Common Share | ||||||
Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding less the weighted-average shares subject to repurchase during the period. For all periods presented, common stock options, unvested restricted shares of common stock, unvested restricted stock units and stock warrants have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average shares used to calculate both basic and diluted loss per share are the same. | ||||||
The following potentially dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding as of September 30, 2013 and 2012, as they would be anti-dilutive: | ||||||
September 30, | ||||||
2013 | 2012 | |||||
Shares underlying outstanding options to purchase common stock | 1,398,886 | 2,911,632 | ||||
Shares of unvested restricted stock and restricted stock units | 1,769,690 | — | ||||
Shares underlying outstanding warrants to purchase common stock | 10,916,216 | 200,268 | ||||
Capital_Facility_and_Equity_Fi
Capital Facility and Equity Financings | 9 Months Ended |
Sep. 30, 2013 | |
Capital Facility and Equity Financings | ' |
Capital Facility and Equity Financings | ' |
(4) Capital Facility and Equity Financings | |
(a) Term Loan and Vendor Debt | |
2012 Term Loan | |
In November 2012, the Company entered into a Loan and Security Agreement with Hercules Technology Growth Finance, Inc. (Hercules) and received loan proceeds of $8,500 (the 2012 Term Loan). The 2012 Term Loan bears interest at an annual rate equal to the Wall Street Journal prime rate minus 3.25%, subject to a minimum rate of 9.85%. At September 30, 2013, the 2012 Term Loan bore interest at 9.85%. The Company is required to make interest-only payments for the first twelve months of the 2012 Term Loan’s 42-month term; principal payments will commence in December 2013 and the loan matures in May 2016. As of September 30, 2013, the balance of the 2012 Term Loan, net of the $162 unamortized debt discount discussed below, is $8,338 with $2,536 of the amount being classified as current. | |
In connection with the 2012 Term Loan, NuPathe paid an origination fee to Hercules consisting of a cash payment of $43 and 50,000 shares of common stock. The fair value of the common stock of $146 was recorded as debt issuance costs. The Company also issued Hercules a warrant to purchase 106,631 shares of common stock at an exercise price of $2.79. The warrant has a five year exercise period. The fair value of the warrant was $213, which was recorded as a debt discount at the time of issuance and is being amortized to interest expense over the life of the loan. At the time of final payment of the 2012 Term Loan, the Company will be required to pay a final payment fee of $298. | |
The Company’s obligations under the 2012 Term Loan are secured by a first priority lien on all of the Company’s assets, excluding intellectual property, which is subject to a negative pledge. The Company’s cash and investment accounts are subject to account control agreements with Hercules that give Hercules the right to assume control of the account in the event of a default under the Loan and Security Agreement. The Loan and Security Agreement contains operating covenants including, among others, covenants restricting the Company’s ability to incur additional indebtedness, pay dividends or other distributions, effect a sale of any part of its business or merge with or acquire another company. The 2012 Term Loan also includes customary events of default including, among others, upon the occurrence of a payment default, a covenant default, a material adverse change or insolvency. Upon the occurrence of an event of default, the interest rate will be increased by 3% over the rate that would otherwise be applicable. In addition, the occurrence of an event of default could result in the acceleration of the Company’s payment obligations under the 2012 Term Loan and the ability of Hercules to exercise control over the Company’s cash and investment accounts pursuant to the account control agreements and to proceed against the collateral securing the loan. | |
Vendor Debt | |
In August 2013, the Company entered into two short-term loan agreements with third party vendors to finance insurance premiums. The aggregate amount financed under the agreements was $538. As of September 30, 2013, these short-term loan agreements have a balance of $457, which will be repaid in monthly installments through April 2014. | |
(b) Equity Financing | |
October 2012 Financing | |
In September 2012, the Company entered into a Securities Purchase Agreement (the Purchase Agreement) with certain qualified institutional purchasers and individual investors, pursuant to which the Company sold 14,000,000 units of the Company’s securities (the Units) to investors for an aggregate purchase price of $28,000 (the October 2012 Financing). The per Unit purchase price for the Units was $2.00, and each Unit consisted of one one-thousandth (1/1,000) of a share of the Company’s newly designated Series A Preferred Stock, par value $0.001 per share (the Series A Preferred Stock), and a warrant (the Warrants) to purchase one share of the Company’s common stock, par value $0.001 per share, at an exercise price of $2.00 per share. | |
Each 1/1,000 of a share of Series A Preferred Stock accrued dividends quarterly in arrears at a rate per annum of 8% of $2.00 and was convertible, at the holder’s option, into such number of shares of common stock equal to (i) $2.00 divided by the conversion price then in effect (which conversion price was initially equal to $2.00), plus (ii) an amount equal to all accrued but unpaid dividends on such fractional share divided by the closing price of the Company’s common stock as reported on the NASDAQ Global Market on the trading day immediately preceding the date of conversion, unless the Company elected to pay the dividend amount in cash upon conversion. | |
The terms of the Series A Preferred Stock provided for the automatic conversion into common stock upon (i) the consent of the holders of a majority of the shares of the Series A Preferred Stock, (ii) the conversion of a majority of the shares of Series A Preferred Stock, or (iii) the second to occur of (A) FDA approval of the Company’s Zecuity product candidate and (B) consummation of a financing, licensing, partnership or other corporate collaboration resulting in gross proceeds to the Company of at least $22 million. On February 4, 2013, as a result of the conversion of a majority of the shares of Series A Preferred Stock, the automatic conversion of the remaining shares of Series A Preferred Stock was triggered. | |
During the nine months ended September 30, 2013, the Company issued 8,804,000 shares of common stock in connection with the conversion of Series A Preferred Stock, as well as 87,821 shares of common stock that were issued in satisfaction of the $314 dividend that accrued on outstanding shares of Series A Preferred Stock on January 23, 2013. The value of converted shares of $8,158 was reclassified from Series A Preferred Stock to common stock and additional paid in capital. | |
Warrants sold as part of the October 2012 Financing entitle the holders to purchase one share of common stock at a price of $2.00 per share. The exercise price of the Warrants was subject to “full ratchet” antidilution price protection such that, in the event the Company issued shares of common stock or securities convertible into shares of common stock at an effective per share price less than the exercise price then in effect, the exercise price would have been reduced to the effective price per share for such additional shares of common stock. Because of this antidilution feature, the warrants were liability classified on the Company’s December 31, 2012 balance sheet, and they were re-measured on the Company’s reporting dates with changes in the carrying value reflected in current results of operations. | |
The fair value of the Warrants on the date of issuance was determined to be $14,750 and was recorded as a liability. On February 4, 2013, upon the automatic conversion of the Series A Preferred Stock, the “full ratchet” antidilution feature of the Warrants terminated and the Warrants were marked to market to a fair value of $27,130 and then reclassified to equity. The change in fair value of warrants from January 1, 2013 through February 4, 2013 was $11,110 and the associated expense has been included in the Company’s statement of operations. | |
The fair value of the warrants was determined using a Monte Carlo analysis. The fair value was subjective and was affected by changes in inputs to the valuation model including the price per share of the Company’s common stock, assumptions regarding FDA approval, future stock price activity, the timing of exercise of the warrants, volatility of the Company’s common stock and peer company common stock and risk-free rates based on U.S. Treasury yields. | |
As of September 30, 2013, 3,487,500 of the originally issued 14,000,000 Warrants have been exercised, resulting in the issuance of 2,210,397 shares of common stock and cash proceeds of $2,650. | |
Aspire Capital | |
The Company’s common stock purchase agreement with Aspire Capital expired in August 2013. The Company did not make any sales to Aspire Capital during the term of the agreement, other than 70,721 shares of common stock sold to Aspire Capital upon execution of the agreement and 84,866 shares of common stock issued to Aspire Capital as a commitment fee in consideration for entering into the agreement. Pursuant to terms of the agreement, Aspire Capital was required to pay a termination fee to the Company upon expiration of the agreement, which Aspire Capital satisfied by surrendering 42,433 of the shares that had been issued to Aspire Capital as a commitment fee upon the execution of the agreement. The Company holds these shares in treasury as of September 30, 2013. The Company recorded net expense of $488 during the three months ended September 30, 2013 as a result of the expiration of the agreement. | |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Stockholders' Equity | ' | ||||||||
Stockholders' Equity | ' | ||||||||
(5) Stockholders’ Equity | |||||||||
The following table summarizes the Company’s share activity for the nine months ended September 30, 2013: | |||||||||
Convertible Preferred Shares | Common Shares | ||||||||
Shares outstanding January 1, 2013 | 8,804 | 20,023,949 | |||||||
Conversion of Series A Preferred Stock into common stock | (8,804 | ) | 8,804,000 | -1 | |||||
Common stock issued as dividends on Series A Preferred Stock | — | 87,821 | -1 | ||||||
Restricted stock awards issued, net of forfeitures | — | 132,598 | -2 | ||||||
Common stock issued pursuant to warrant exercises | — | 2,210,397 | -1 | ||||||
Common stock issued pursuant to option exercises | — | 112,847 | |||||||
Treasury shares | — | (42,433 | )(1) | ||||||
Shares outstanding September 30, 2013 | — | 31,329,179 | |||||||
(1) Refer to footnote 4(b) for details | |||||||||
(2) Refer to footnote 6(c) for details | |||||||||
(a) Warrants | |||||||||
As of September 30, 2013, the following warrants to purchase common stock were outstanding: | |||||||||
Number of | Exercise Price | Expiration | |||||||
Shares | |||||||||
Common stock | 10,700,926 | $ | 2 | 2017 | |||||
Common stock | 106,631 | $ | 2.79 | 2017 | |||||
Common stock | 108,659 | $ | 7.45 | 2016 | |||||
10,916,216 | |||||||||
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Stock-Based Compensation | ' | |||||||||||||
Stock-Based Compensation | ' | |||||||||||||
(6) Stock-Based Compensation | ||||||||||||||
On January 3, 2013, an additional 1,001,197 shares of common stock became available under the Company’s 2010 Omnibus Incentive Compensation Plan (the 2010 Plan), pursuant to its “evergreen provision”. On April 24, 2013, the 2010 Plan was amended to, among other things, increase the number of shares available under the Plan by 1,200,000, bringing the total shares authorized for issuance under the 2010 Plan to 5,176,582. Awards under the 2010 Plan are made by the compensation committee of the Company’s board of directors and may be made to eligible employees, directors, consultants and advisors to the Company in the form of restricted stock, stock options, stock appreciation rights, stock units, performance units and other stock-based awards. As of September 30, 2013, there were 1,398,886 incentive and non-qualified stock options, 2,089,493 restricted stock units, and 132,598 restricted stock awards outstanding under the 2010 Plan. As of September 30, 2013, there were 1,312,425 shares of common stock available for future grants under the 2010 Plan. | ||||||||||||||
(a) Stock Option Exchange | ||||||||||||||
In January 2013, the Company completed an exchange of certain previously issued stock options for shares of restricted stock and restricted stock units (the Exchange). In the Exchange, certain employees of the Company exchanged two eligible stock options for one share of restricted stock (RSA) or one restricted stock unit (RSU). The Exchange was completed in accordance with, and as permitted by, the terms of the 2010 Plan. In connection with the Exchange, options to purchase 1,236,837 shares were cancelled and 618,415 shares of restricted stock and restricted stock units were issued. | ||||||||||||||
RSAs and RSUs issued in the Exchange will vest 50% on January 7, 2014, with the remaining shares vesting in four equal quarterly installments thereafter. RSAs and RSUs issued in the Exchange are subject to forfeiture if the employee’s service to the Company terminates before those shares vest, except as otherwise provided in written employment agreement entered into between the employee and the Company which, in certain cases, may provide for continued or accelerated vesting of equity securities, including RSAs or RSUs, in the event the employee is terminated without cause or the employee resigns for good reason (as such terms are defined in the applicable employment agreement). Shares of Company common stock will be issued with respect to vested RSUs on the earliest of: (i) March 31 of the calendar year immediately following the year in which the RSU vests; (ii) a change of control of the Company; or (iii) the employee’s separation from service from the Company. | ||||||||||||||
The exchange-date fair value of the options that were canceled in the Exchange was $2,727 and the fair value of the RSUs and RSAs that were issued in the Exchange was $2,103. For this purpose, fair value of the options was determined using the Black-Scholes option pricing model. Expense of $2,396 relating to the options canceled in the Exchange and RSUs/RSAs that were issued in the Exchange is being recognized through January 2015. | ||||||||||||||
(b) Stock Options | ||||||||||||||
The following is a summary of all stock option activity for the nine months ended September 30, 2013: | ||||||||||||||
Number of | Weighted | Weighted | Aggregate | |||||||||||
Shares | Average | Average | Intrinsic | |||||||||||
Exercise | Remaining | Value | ||||||||||||
Price | Contractual | |||||||||||||
Term in Years | ||||||||||||||
Outstanding at January 1, 2013 | 2,788,599 | $ | 3.58 | |||||||||||
Granted | 224,328 | 2.87 | ||||||||||||
Exercised | (337,642 | ) | 1.87 | |||||||||||
Cancelled/forfeited | (1,276,399 | ) | 4.17 | |||||||||||
Outstanding at September 30, 2013 | 1,398,886 | 3.34 | 6.8 | $ | 355 | |||||||||
Vested and expected to vest at September 30, 2013 | 1,398,886 | 3.34 | 6.8 | $ | 355 | |||||||||
Exercisable at September 30, 2013 | 1,177,936 | $ | 3.35 | 6.66 | $ | 355 | ||||||||
The aggregate intrinsic values presented above represent the total amount by which the value of the shares of common stock subject to such options exceeds the exercise price of such options, based on the Company’s closing stock price of $2.41 as reported on the NASDAQ Global Market on September 30, 2013. | ||||||||||||||
Stock-based compensation expense related to stock options for the nine months ended September 30, 2013 and 2012 was $319 and $1,456, respectively. As of September 30, 2013, there was $408 of unrecognized compensation expense related to unvested stock options, which is expected to be recognized over a weighted average period of 2.0 years. | ||||||||||||||
Under the terms of the 2010 Plan, some option exercises were net-settled with shares surrendered in exchange for the option exercise price. For the nine months ended September 30, 2013 the Company received $24 as cash proceeds for option exercises that were not net-settled. | ||||||||||||||
Management calculates the fair value of stock options based upon the Black Scholes option pricing model. The following table summarizes the weighted average fair value and assumptions used in determining the fair value of stock options issued during the nine months ended September 30, 2013. | ||||||||||||||
Weighted average fair value of stock options granted | $ | 2.08 | ||||||||||||
Assumptions Used for 2013 grants: | ||||||||||||||
Risk-free interest rate | 1.32 | % | ||||||||||||
Expected life in years | 5.6 | |||||||||||||
Expected volatility | 90.5 | % | ||||||||||||
Dividend yield | 0 | % | ||||||||||||
The Company determined the options’ life based on the use of the simplified method and, as of 2013, uses a basket of comparable public companies, as well as its own historical volatility, as a basis for the expected volatility assumption. Prior to 2013, the Company used a basket of comparable public companies, which did not include its own volatility, as a basis for the expected volatility assumption. The risk free interest rate is based on the yield of an applicable term Treasury instrument, and the dividend yield is 0% based on the Company’s historical common stock information. | ||||||||||||||
(c) Stock Awards | ||||||||||||||
The following is a summary of RSA and RSU activity for the nine months ended September 30, 2013: | ||||||||||||||
Total Number of | Number of | Weighted | Number of | Weighted | ||||||||||
Shares | RSA Shares | Average | RSU Shares | Average | ||||||||||
Grant Date | Grant Date | |||||||||||||
Fair Value of RSA | Fair Value of RSU | |||||||||||||
Nonvested shares at December 31, 2012 | 466,660 | — | $ | — | 466,660 | $ | 3.38 | |||||||
Granted | 1,722,320 | 144,098 | 3.4 | 1,578,222 | 3.39 | |||||||||
Vested | (335,736 | ) | — | — | (335,736 | ) | 3.39 | |||||||
Forfeited | (83,554 | ) | (11,500 | ) | 3.4 | (72,054 | ) | 3.4 | ||||||
Nonvested shares at September 30, 2013 | 1,769,690 | 132,598 | $ | 3.4 | 1,637,092 | $ | 3.39 | |||||||
Stock-based compensation expense related to RSAs and RSUs for the nine months ended September 30, 2013 and 2012 was $2,420 and $19, respectively. As of September 30, 2013, there is $4,970 of unrecognized compensation expense related to unvested RSAs and RSUs, which is expected to be recognized over a weighted average period of 2.2 years. | ||||||||||||||
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2013 | |
Commitments | ' |
Commitments | ' |
(7) Commitments | |
On September 18, 2013, the Company entered into a Lease Agreement with Liberty Property Limited Partnership (Landlord) pursuant to which it leases office and lab space at 7 Great Valley Parkway, Suite 300, Malvern, Pennsylvania (the New Lease). The New Lease commenced on September 30, 2013 and has an initial term of 132 months (the Term). | |
Subject to payment of a termination fee of $3, the Company may elect to terminate the New Lease effective as of September 30, 2014 if it does not enter into a commercial partnership for Zecuity and raise at least $50 million by April 30, 2014 (the Lease Continuation Criteria). | |
During the first twelve months of the New Lease, the Company is required to make monthly rent payments to the Landlord of $17 per month. Thereafter, and subject to certain conditions in the New Lease, monthly rental payments will range from $24 to $36 per month for the remainder of the New Lease term. | |
In addition to the above rent obligations, the Company is responsible for certain costs and charges specified in the New Lease, including certain operating expenses, utility expenses, maintenance costs, taxes and insurance relating to the facility, estimated to be $18 per month for approximately the next 12 months. | |
Pursuant to the terms of the New Lease, the Company was required to provide a security deposit in the amount of $35 (the Security Deposit) to secure the performance of its obligations under the New Lease. The Company will be required to pay an additional security deposit to the landlord upon achievement of the Lease Continuation Criteria. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Summary of Significant Accounting Policies | ' | |||||
Basis of Presentation | ' | |||||
(a) Basis of Presentation | ||||||
The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, include all adjustments, consisting of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. | ||||||
Although the Company believes that the disclosures in these financial statements are adequate to make the information presented not misleading, certain information and footnote information normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). | ||||||
Results for any interim period are not necessarily indicative of results for any future interim period or for the entire year. The accompanying unaudited interim financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC, which includes audited balance sheets as of December 31, 2012 and 2011, and the related statements of operations, redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2012 and the period from January 7, 2005 (inception) through December 31, 2012. | ||||||
Use of Estimates | ' | |||||
(b) Use of Estimates | ||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from such estimates. | ||||||
Fair Value of Financial Instruments | ' | |||||
(c) Fair Value of Financial Instruments | ||||||
Management believes that the carrying amounts of its financial instruments, including cash equivalents, prepaid expenses and other, accounts payable and accrued expenses, approximate fair value due to the short-term nature of those instruments. The carrying amount of the Company’s debt obligations approximate fair value based on interest rates available on similar borrowings. | ||||||
The Company follows Financial Accounting Standards Board (FASB) accounting guidance on fair value measurements for financial assets and liabilities measured on a recurring basis. The guidance requires fair value measurements be classified and disclosed in one of the following three categories: | ||||||
· 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 input which are observable, either directly or indirectly, for substantially the full term of the asset or liabilities; or | ||||||
· Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). | ||||||
The Company had Level 1 fair value measurements of its cash equivalents of $10,115 and $21,964 at September 30, 2013 and December 31, 2012, respectively. The Company had no Level 2 fair value instruments at September 30, 2013 and December 31, 2012. The Company had Level 3 fair value measurements of its warrant liability of $0 and $16,236 at September 30, 2013 and December 31, 2012, respectively. A reconciliation of the warrant liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is shown in the table below. | ||||||
Warrant Liability | ||||||
Balance at January 1, 2013 | $ | 16,236 | ||||
Issuance of warrants | — | |||||
Change in fair value of warrant liability | 12,162 | |||||
Transaction expenses included in change in fair value of warrant liability | (903 | ) | ||||
Reclassified to equity as warrants no longer meet the liability classification requirements | (27,495 | ) | ||||
Balance at September 30, 2013 | $ | — | ||||
The above table reflects the warrant liability for the fair value of warrants issued in connection with the October 2012 Financing (note 4(b)) as well as for warrants issued to a lender in October 2012 in connection with a debt restructuring. | ||||||
Other Assets-Equipment Funding | ' | |||||
(d) Other Assets-Equipment Funding | ||||||
In June 2010, the Company entered into an equipment funding agreement with LTS Lohmann Therapie-Systeme AG (LTS) under which the Company agreed to fund the purchase by LTS of manufacturing equipment for the Company’s primary product candidate, Zecuity. The Company made 14 monthly installments to LTS that commenced in June 2010 and ended in August 2011. As of December 31, 2012, $6,763 was recorded as a noncurrent asset in the Other assets-equipment funding account on the accompanying balance sheet. | ||||||
Additionally, in the first quarter of 2013, the Company amended the LTS funding agreement to provide additional funding for commercial manufacturing capacity. The Company’s additional funding obligations resulting from such amendment are denominated in Euros and total approximately $800 based on exchange rates in effect at the time the amendment was initiated. As of September 30, 2013, the Company has capitalized $528 related to the amendment, which is also included in the Other assets-equipment funding account on the accompanying balance sheet, and expects to incur the remaining balance in 2013. | ||||||
Amounts capitalized under the LTS funding agreement are expected to be amortized to cost of goods sold upon the commencement of commercial sales of Zecuity. LTS owns the purchased equipment and is responsible for its routine and scheduled maintenance and repair and is required to use the equipment solely to manufacture Zecuity. | ||||||
Net Loss Per Common Share | ' | |||||
(e) Net Loss per Common Share | ||||||
Basic and diluted net loss per common share is determined by dividing net loss attributable to common stockholders by the weighted-average common shares outstanding less the weighted-average shares subject to repurchase during the period. For all periods presented, common stock options, unvested restricted shares of common stock, unvested restricted stock units and stock warrants have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average shares used to calculate both basic and diluted loss per share are the same. | ||||||
The following potentially dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding as of September 30, 2013 and 2012, as they would be anti-dilutive: | ||||||
September 30, | ||||||
2013 | 2012 | |||||
Shares underlying outstanding options to purchase common stock | 1,398,886 | 2,911,632 | ||||
Shares of unvested restricted stock and restricted stock units | 1,769,690 | — | ||||
Shares underlying outstanding warrants to purchase common stock | 10,916,216 | 200,268 | ||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Summary of Significant Accounting Policies | ' | |||||
Schedule of reconciliation of the warrant liability measured at fair value on a recurring basis using unobservable inputs (Level 3) | ' | |||||
Warrant Liability | ||||||
Balance at January 1, 2013 | $ | 16,236 | ||||
Issuance of warrants | — | |||||
Change in fair value of warrant liability | 12,162 | |||||
Transaction expenses included in change in fair value of warrant liability | (903 | ) | ||||
Reclassified to equity as warrants no longer meet the liability classification requirements | (27,495 | ) | ||||
Balance at September 30, 2013 | $ | — | ||||
Schedule of potentially dilutive securities excluded from the computations of diluted weighted-average shares outstanding | ' | |||||
September 30, | ||||||
2013 | 2012 | |||||
Shares underlying outstanding options to purchase common stock | 1,398,886 | 2,911,632 | ||||
Shares of unvested restricted stock and restricted stock units | 1,769,690 | — | ||||
Shares underlying outstanding warrants to purchase common stock | 10,916,216 | 200,268 |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Stockholders' Equity | ' | ||||||||
Summary of the Company's share activity | ' | ||||||||
Convertible Preferred Shares | Common Shares | ||||||||
Shares outstanding January 1, 2013 | 8,804 | 20,023,949 | |||||||
Conversion of Series A Preferred Stock into common stock | (8,804 | ) | 8,804,000 | -1 | |||||
Common stock issued as dividends on Series A Preferred Stock | — | 87,821 | -1 | ||||||
Restricted stock awards issued, net of forfeitures | — | 132,598 | -2 | ||||||
Common stock issued pursuant to warrant exercises | — | 2,210,397 | -1 | ||||||
Common stock issued pursuant to option exercises | — | 112,847 | |||||||
Treasury shares | — | (42,433 | )(1) | ||||||
Shares outstanding September 30, 2013 | — | 31,329,179 | |||||||
(1) Refer to footnote 4(b) for details | |||||||||
(2) Refer to footnote 6(c) for details | |||||||||
Schedule of warrants to purchase outstanding common stock | ' | ||||||||
Number of | Exercise Price | Expiration | |||||||
Shares | |||||||||
Common stock | 10,700,926 | $ | 2 | 2017 | |||||
Common stock | 106,631 | $ | 2.79 | 2017 | |||||
Common stock | 108,659 | $ | 7.45 | 2016 | |||||
10,916,216 |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Stock-Based Compensation | ' | |||||||||||||
Schedule of stock option activity | ' | |||||||||||||
Number of | Weighted | Weighted | Aggregate | |||||||||||
Shares | Average | Average | Intrinsic | |||||||||||
Exercise | Remaining | Value | ||||||||||||
Price | Contractual | |||||||||||||
Term in Years | ||||||||||||||
Outstanding at January 1, 2013 | 2,788,599 | $ | 3.58 | |||||||||||
Granted | 224,328 | 2.87 | ||||||||||||
Exercised | (337,642 | ) | 1.87 | |||||||||||
Cancelled/forfeited | (1,276,399 | ) | 4.17 | |||||||||||
Outstanding at September 30, 2013 | 1,398,886 | 3.34 | 6.8 | $ | 355 | |||||||||
Vested and expected to vest at September 30, 2013 | 1,398,886 | 3.34 | 6.8 | $ | 355 | |||||||||
Exercisable at September 30, 2013 | 1,177,936 | $ | 3.35 | 6.66 | $ | 355 | ||||||||
Schedule of assumptions used in determining the fair value of stock options | ' | |||||||||||||
Weighted average fair value of stock options granted | $ | 2.08 | ||||||||||||
Assumptions Used for 2013 grants: | ||||||||||||||
Risk-free interest rate | 1.32 | % | ||||||||||||
Expected life in years | 5.6 | |||||||||||||
Expected volatility | 90.5 | % | ||||||||||||
Dividend yield | 0 | % | ||||||||||||
Summary of RSA and RSU activity | ' | |||||||||||||
Total Number of | Number of | Weighted | Number of | Weighted | ||||||||||
Shares | RSA Shares | Average | RSU Shares | Average | ||||||||||
Grant Date | Grant Date | |||||||||||||
Fair Value of RSA | Fair Value of RSU | |||||||||||||
Nonvested shares at December 31, 2012 | 466,660 | — | $ | — | 466,660 | $ | 3.38 | |||||||
Granted | 1,722,320 | 144,098 | 3.4 | 1,578,222 | 3.39 | |||||||||
Vested | (335,736 | ) | — | — | (335,736 | ) | 3.39 | |||||||
Forfeited | (83,554 | ) | (11,500 | ) | 3.4 | (72,054 | ) | 3.4 | ||||||
Nonvested shares at September 30, 2013 | 1,769,690 | 132,598 | $ | 3.4 | 1,637,092 | $ | 3.39 | |||||||
DevelopmentStage_Risks_and_Liq1
Development-Stage Risks and Liquidity (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Development-Stage Risks and Liquidity | ' | ' | ' | ' |
Accumulated deficit during the development stage | $170,871 | $140,768 | ' | ' |
Cash and cash equivalents | 10,324 | 22,570 | 1,277 | 23,059 |
Working capital | $2,870 | ' | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (Recurring, USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) | ' | ' |
Assets | ' | ' |
Fair value of cash equivalents | $10,115 | $21,964 |
Significant Other Observable Inputs (Level 2) | ' | ' |
Assets | ' | ' |
Fair value of instruments | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ' | ' |
Liabilities: | ' | ' |
Warrant liability | $0 | $16,236 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 2) (Warrant liability, USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Warrant liability | ' |
Reconciliation of warrant liability measured at fair value on a recurring basis using unobservable inputs (Level 3) | ' |
Balance at the beginning of the period | $16,236 |
Change in fair value of warrant liability | 12,162 |
Transaction expenses included in change in fair value of warrant liability | -903 |
Reclassified to equity as warrants no longer meet the liability classification requirements | ($27,495) |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 3) (USD $) | 1 Months Ended | 9 Months Ended | 9 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2010 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 |
item | Shares underlying outstanding options to purchase common stock | Shares underlying outstanding options to purchase common stock | Shares of unvested restricted stock and restricted stock units | Shares underlying outstanding warrants to purchase common stock | Shares underlying outstanding warrants to purchase common stock | |||
Other Assets-Equipment Funding | ' | ' | ' | ' | ' | ' | ' | ' |
Number of monthly installments | 14 | ' | ' | ' | ' | ' | ' | ' |
Other assets-equipment funding | ' | $7,291 | $6,763 | ' | ' | ' | ' | ' |
Amount capitalized under amended funding agreement | ' | 528 | ' | ' | ' | ' | ' | ' |
Expected expenses based on exchange rates effect | ' | $800 | ' | ' | ' | ' | ' | ' |
Net Loss per Common Share | ' | ' | ' | ' | ' | ' | ' | ' |
Potentially dilutive securities excluded from the computations of diluted weighted-average shares outstanding because of anti-dilutive effect | ' | ' | ' | 1,398,886 | 2,911,632 | 1,769,690 | 10,916,216 | 200,268 |
Capital_Facility_and_Equity_Fi1
Capital Facility and Equity Financings (Details) (USD $) | 105 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Aug. 31, 2013 | Sep. 30, 2013 | Nov. 30, 2012 | Sep. 30, 2013 |
2012 Term Loan Warrants | Short-term loan agreements | Short-term loan agreements | 2012 Term Loan | 2012 Term Loan | |||
item | |||||||
Capital Structure and Equity Financings | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of debt | $26,000 | ' | ' | ' | ' | $8,500 | ' |
Reference rate | ' | ' | ' | ' | ' | ' | 'Prime rate |
Basis spread reduction on variable rate (as a percent) | ' | ' | ' | ' | ' | ' | 3.25% |
Minimum interest rate (as a percent) | ' | ' | ' | ' | ' | ' | 9.85% |
Interest rate at period end (as a percent) | ' | ' | ' | ' | ' | ' | 9.85% |
Unamortized debt discount | ' | ' | ' | ' | ' | ' | 162 |
Carrying amount of long-term debt | ' | ' | ' | ' | ' | ' | 8,338 |
Current portion of long-term debt | 2,993 | 378 | ' | ' | ' | ' | 2,536 |
Debt instrument term | ' | ' | ' | ' | ' | ' | '42 months |
Origination fee paid in cash | 428 | ' | ' | ' | ' | ' | 43 |
Origination fee (in shares) | ' | ' | ' | ' | ' | ' | 50,000 |
Debt issuance costs | ' | ' | ' | ' | ' | ' | 146 |
Warrants issued to lender (in shares) | 10,916,216 | ' | 106,631 | ' | ' | ' | 106,631 |
Exercise price of warrants issued to lender (in dollars per share) | ' | ' | $2.79 | ' | ' | ' | $2.79 |
Fair value of the warrant issued to the lender | ' | ' | 213 | ' | ' | ' | ' |
Term of warrants | ' | ' | '5 years | ' | ' | ' | ' |
Final payment fee required to be paid | ' | ' | ' | ' | ' | ' | 298 |
Increase in interest rate upon the occurrence of a payment default (as a percent) | ' | ' | ' | ' | ' | ' | 3.00% |
Aggregate amount financed | ' | ' | ' | 538 | ' | ' | ' |
Period for which the entity is required to make interest-only payments | ' | ' | ' | ' | ' | ' | '12 months |
Number of loan agreements | ' | ' | ' | 2 | ' | ' | ' |
Balance amount | ' | ' | ' | ' | $457 | ' | ' |
Capital_Facility_and_Equity_Fi2
Capital Facility and Equity Financings (Details 2) (USD $) | 0 Months Ended | 9 Months Ended | 105 Months Ended | 0 Months Ended | 1 Months Ended | 1 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Feb. 04, 2013 | Sep. 25, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
October 2012 Equity Financing Warrants | October 2012 Equity Financing Warrants | October 2012 Equity Financing Warrants | Series A Preferred Stock | Series A Preferred Stock | Preferred Stock | Common Stock | Issuance of Equity | |||||
Series A Preferred Stock | Units | |||||||||||
Capital Structure and Equity Financings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,000,000 |
Purchase price per unit (in dollars per share) | ' | ' | ' | ' | ' | ' | $2 | ' | ' | ' | ' | ' |
Number of shares of preferred stock included in each unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | $0.00 | ' | ' |
Dividend rate on Series A Preferred stock, calculated as 8% per 1/1000 share (as a percent per share) | ' | ' | ' | ' | ' | ' | ' | 8000.00% | ' | ' | ' | ' |
Dividend dollar value on Series A Preferred stock per share, calculated as 8% per 1/1000 share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $160 | ' | ' | ' | ' |
Conversion price, calculated as $2.00 per 1/1000 share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $2 | ' | ' | ' |
Aggregate purchase price of equity sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $28,000 |
Number of shares of common stock that can be purchased with each warrant | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' |
Exercise Price (in dollars per share) | ' | ' | ' | ' | ' | ' | $2 | ' | ' | ' | ' | ' |
Warrant liability | ' | ' | ' | ' | 27,130 | 14,750 | ' | ' | ' | ' | ' | ' |
Change in fair value of warrants | ' | 12,162 | 13,449 | ' | 11,110 | ' | ' | ' | ' | ' | ' | ' |
Outstanding warrants exercised | 3,487,500 | 3,487,500 | 3,487,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued pursuant to warrant exercises | 2,210,397 | 2,210,397 | 2,210,397 | ' | ' | ' | ' | ' | ' | ' | 2,210,397 | ' |
Cash proceeds as a result of warrants exercised | $2,650 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants outstanding | 14,000,000 | 14,000,000 | 14,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital_Facility_and_Equity_Fi3
Capital Facility and Equity Financings (Details 3) (USD $) | 105 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 25, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | |
Aspire Capital | Aspire Capital | Series A Preferred Stock | Series A Preferred Stock | Common Stock | Common Stock | ||
Minimum | Series A Preferred Stock | ||||||
Equity Financings | ' | ' | ' | ' | ' | ' | ' |
The gross proceeds threshold from financing, licensing, partnership or other corporate collaboration triggering the conversion to common stock | ' | ' | ' | ' | $22,000,000 | ' | ' |
Number of shares issued | ' | ' | 70,721 | ' | ' | ' | ' |
Shares of common stock issued to Aspire Capital as a commitment fee | ' | ' | 84,866 | ' | ' | ' | ' |
Shares surrendered | ' | ' | 42,433 | ' | ' | ' | ' |
Net expense related to the return of the commitment shares | ' | 488,000 | ' | ' | ' | ' | ' |
Shares of common stock issued in connection with the conversion of preferred Stock | ' | ' | ' | ' | ' | 8,804,000 | 8,804,000 |
Shares of common stock that were issued in satisfaction of $314 dividend that accrued on outstanding shares of preferred stock | ' | ' | ' | ' | ' | 87,821 | 87,821 |
Dividend that accrued on outstanding shares of preferred stock | ' | ' | ' | 314,000 | ' | ' | ' |
Value of converted shares reclassified from preferred Stock to common stock and additional paid in capital | $58,072,000 | ' | ' | $8,158,000 | ' | ' | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 |
Convertible Preferred Shares | Common Shares | |||
Summary of share activity | ' | ' | ' | ' |
Shares outstanding at beginning of period | 31,329,179 | 20,023,949 | 8,804 | 20,023,949 |
Conversion of Series A Preferred Stock into common stock | ' | ' | -8,804 | 8,804,000 |
Common stock issued as dividends on Series A Preferred Stock | ' | ' | ' | 87,821 |
Restricted stock awards issued, net of forfeitures | ' | ' | ' | 132,598 |
Common stock issued pursuant to warrant exercises | 2,210,397 | ' | ' | 2,210,397 |
Common stock issued pursuant to option exercises | ' | ' | ' | 112,847 |
Treasury shares | -42,433 | 0 | ' | -42,433 |
Shares outstanding at end of period | 31,329,179 | 20,023,949 | ' | 31,329,179 |
Stockholders_Equity_Details_2
Stockholders' Equity (Details 2) (USD $) | Sep. 30, 2013 |
Warrants | ' |
Warrants to purchase common stock, number of shares | 10,916,216 |
October 2012 Debt and Equity Financing Warrants | ' |
Warrants | ' |
Warrants to purchase common stock, number of shares | 10,700,926 |
Exercise Price (in dollars per share) | 2 |
Common stock warrants expiring in 2017 | ' |
Warrants | ' |
Warrants to purchase common stock, number of shares | 106,631 |
Exercise Price (in dollars per share) | 2.79 |
Common stock warrants expiring in 2016 | ' |
Warrants | ' |
Warrants to purchase common stock, number of shares | 108,659 |
Exercise Price (in dollars per share) | 7.45 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 9 Months Ended | 0 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | |||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Apr. 24, 2013 | Jan. 03, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Jan. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Jan. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Jan. 31, 2013 | Sep. 30, 2013 | Jan. 31, 2013 | Sep. 30, 2013 |
The 2010 Plan | The 2010 Plan | The 2010 Plan | Stock options | Stock options | Stock options | Stock options | Restricted stock | Restricted stock | Restricted stock | Shares of unvested restricted stock and restricted stock units | Shares of unvested restricted stock and restricted stock units | Shares of unvested restricted stock and restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | ||
The 2010 Plan | The 2010 Plan | The 2010 Plan | The 2010 Plan | item | The 2010 Plan | The 2010 Plan | The 2010 Plan | ||||||||||
item | item | item | |||||||||||||||
Stock Options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional number of shares authorized under the plan | ' | 1,200,000 | 1,001,197 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares authorized under the plan | ' | 5,176,582 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding awards (in shares) | ' | ' | ' | ' | 1,398,886 | ' | ' | 1,398,886 | ' | ' | 132,598 | ' | ' | ' | ' | ' | 2,089,493 |
Number of shares available for future grants under the plan | ' | ' | ' | 1,312,425 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in shares) | ' | ' | ' | ' | 2,788,599 | ' | ' | ' | ' | ' | 132,598 | ' | ' | ' | ' | ' | 2,089,493 |
Granted (in shares) | ' | ' | ' | ' | 224,328 | ' | ' | ' | ' | ' | ' | ' | ' | 618,415 | ' | ' | ' |
Exercised (in shares) | ' | ' | ' | ' | -337,642 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cancelled/forfeited (in shares) | ' | ' | ' | ' | -1,276,399 | ' | 1,236,837 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in shares) | ' | ' | ' | ' | 1,398,886 | ' | ' | 1,398,886 | ' | ' | 132,598 | ' | ' | ' | ' | ' | 2,089,493 |
Vested and expected to vest at the end of the period (in shares) | ' | ' | ' | ' | 1,398,886 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable at the end of the period (in shares) | ' | ' | ' | ' | 1,177,936 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the beginning of the period (in dollars per share) | ' | ' | ' | ' | $3.58 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in dollars per share) | ' | ' | ' | ' | $2.87 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercised (in dollars per share) | ' | ' | ' | ' | $1.87 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cancelled/forfeited (in dollars per share) | ' | ' | ' | ' | $4.17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in dollars per share) | ' | ' | ' | ' | $3.34 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vested and expected to vest at the end of the period (in dollars per share) | ' | ' | ' | ' | $3.34 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable at the end of the period (in dollars per share) | ' | ' | ' | ' | $3.35 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Remaining Contractual Term in Years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period | ' | ' | ' | ' | '6 years 9 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vested and expected to vest at the end of the period | ' | ' | ' | ' | '6 years 9 months 18 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable at the end of the period | ' | ' | ' | ' | '6 years 7 months 28 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate Intrinsic Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding at the end of the period (in dollars) | ' | ' | ' | ' | $355 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vested and expected to vest at the end of the period (in dollars) | ' | ' | ' | ' | 355 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable at the end of the period (in dollars) | ' | ' | ' | ' | 355 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional disclosures pertaining to stock options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in shares) | ' | ' | ' | ' | 224,328 | ' | ' | ' | ' | ' | ' | ' | ' | 618,415 | ' | ' | ' |
Stock closing price (in dollars per share) | ' | ' | ' | ' | $2.41 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | ' | ' | ' | ' | 319 | 1,456 | ' | ' | ' | ' | ' | 2,420 | 19 | ' | ' | ' | ' |
Unrecognized compensation expense related to unvested awards | ' | ' | ' | ' | 408 | ' | 2,396 | ' | ' | ' | ' | 4,970 | ' | ' | ' | ' | ' |
Remaining vesting period of awards | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | '2 years 2 months 12 days | ' | ' | ' | ' | ' |
Cash proceeds for option exercises | ' | ' | ' | ' | ' | ' | ' | 24 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average fair value of stock options granted (in dollars per share) | ' | ' | ' | ' | $2.08 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assumptions Used: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate (as a percent) | ' | ' | ' | ' | 1.32% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected life in years | ' | ' | ' | ' | '5 years 7 months 6 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected volatility (as a percent) | ' | ' | ' | ' | 90.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend yield (as a percent) | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' |
Awards vesting in number of equal quarterly installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' |
Exchange-date fair value (in dollars) | ' | ' | ' | ' | ' | ' | $2,727 | ' | ' | ' | ' | ' | ' | $2,103 | ' | ' | ' |
Number of options exchanged for each share of awards other than options | ' | ' | ' | ' | ' | ' | 2 | ' | ' | 1 | ' | ' | ' | ' | ' | 1 | ' |
Number of Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Nonvested shares at the beginning of the period | 466,660 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 466,660 | ' | ' |
Granted (in shares) | 1,722,320 | ' | ' | ' | ' | ' | ' | ' | 144,098 | ' | ' | ' | ' | ' | 1,578,222 | ' | ' |
Vested (in shares) | -335,736 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -335,736 | ' | ' |
Forfeited (in shares) | -83,554 | ' | ' | ' | ' | ' | ' | ' | -11,500 | ' | ' | ' | ' | ' | -72,054 | ' | ' |
Nonvested shares at the end of the period | 1,769,690 | ' | ' | ' | ' | ' | ' | ' | 132,598 | ' | ' | ' | ' | ' | 1,637,092 | ' | ' |
Weighted Average Grant Date Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Nonvested shares at the beginning of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.38 | ' | ' |
Granted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $3.40 | ' | ' | ' | ' | ' | $3.39 | ' | ' |
Vested (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.39 | ' | ' |
Forfeited (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $3.40 | ' | ' | ' | ' | ' | $3.40 | ' | ' |
Nonvested shares at the end of the period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $3.40 | ' | ' | ' | ' | ' | $3.39 | ' | ' |
Commitments_Details
Commitments (Details) (New Lease, USD $) | 0 Months Ended |
Sep. 18, 2013 | |
Lease Agreement | ' |
Term of lease agreement | '132 months |
Termination fee | $3,000 |
Monthly rent payments required to be made during the first twelve months of the lease | 17,000 |
Monthly estimated costs and charges | 18,000 |
Period for payment of monthly estimated costs and charges | '12 months |
Security Deposit | 35,000 |
Minimum | ' |
Lease Agreement | ' |
Amount to be raised by April 30, 2014 under lease continuation criteria | 50,000,000 |
Monthly rental payments required to be made for the remainder of the lease term | 24,000 |
Maximum | ' |
Lease Agreement | ' |
Monthly rental payments required to be made for the remainder of the lease term | $36,000 |