Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 28, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Lion Biotechnologies, Inc. | |
Entity Central Index Key | 1,425,205 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | LBIO | |
Entity Common Stock, Shares Outstanding | 58,436,579 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 101,222 | $ 13,642 |
Money market funds | 19,744 | 19,945 |
Short-term investments available for sale | 70,602 | 70,113 |
Prepaid expenses and other current assets | 782 | 277 |
Total Current Assets | 192,350 | 103,977 |
Property and equipment, net of accumulated depreciation and amortization of $1,643 and $1,103, respectively | 1,192 | 1,676 |
Total Assets | 193,542 | 105,653 |
Current Liabilities | ||
Accounts payable | 725 | 958 |
Accrued expenses | 3,881 | 672 |
Total Current Liabilities | 4,606 | 1,630 |
Commitments and contingencies | ||
Stockholders’ Equity | ||
Common stock, $0.000041666 par value; 150,000,000 shares authorized, 58,388,905 and 48,547,720 shares issued and outstanding, respectively | 3 | 2 |
Common stock to be issued, 303,125 shares | 245 | 245 |
Accumulated other comprehensive income | 78 | 48 |
Additional paid-in capital | 311,268 | 207,950 |
Accumulated deficit | (122,669) | (104,222) |
Total Stockholders’ Equity | 188,936 | 104,023 |
Total Liabilities and Stockholders’ Equity | 193,542 | 105,653 |
Series A Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Preferred stock,Value | 0 | 0 |
Total Stockholders’ Equity | 0 | 0 |
Series B Preferred Stock [Member] | ||
Stockholders’ Equity | ||
Preferred stock,Value | 11 | 0 |
Total Stockholders’ Equity | $ 11 | $ 0 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 1,643 | $ 1,103 |
Common Stock, Par or Stated Value Per Share | $ 0.000041666 | $ 0.000041666 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares, Issued | 58,388,905 | 48,547,720 |
Common Stock, Shares, Outstanding | 58,388,905 | 48,547,720 |
Common Stock To Be Issued Shares | 303,125 | 303,125 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 17,000,000 | 17,000,000 |
Preferred Stock, Shares Issued | 1,694 | 1,694 |
Preferred Stock, Shares Outstanding | 1,694 | 1,694 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 11,500,000 | 11,500,000 |
Preferred Stock, Shares Issued | 11,368,633 | 0 |
Preferred Stock, Shares Outstanding | 11,368,633 | 0 |
Preferred Stock, Redemption Amount | $ 54,001 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues | $ 0 | $ 0 | $ 0 | $ 0 |
Costs and expenses | ||||
Research and development | 4,463 | 4,055 | 8,655 | 6,841 |
General and administrative | 7,264 | 2,385 | 10,082 | 4,897 |
Total costs and expenses | 11,727 | 6,440 | 18,737 | 11,738 |
Loss from operations | (11,727) | (6,440) | (18,737) | (11,738) |
Other income | ||||
Interest income | 164 | 73 | 290 | 73 |
Net Loss | $ (11,563) | $ (6,367) | $ (18,447) | $ (11,665) |
Net Loss Per Share, Basic and Diluted | $ (0.23) | $ (0.14) | $ (0.37) | $ (0.28) |
Weighted-Average Common Shares Outstanding, Basic and Diluted | 51,081,519 | 45,082,176 | 49,807,355 | 41,413,501 |
Condensed Statements of Compreh
Condensed Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net Loss | $ (11,563) | $ (6,367) | $ (18,447) | $ (11,665) |
Other comprehensive income: | ||||
Unrealized gain on short-term investments | 10 | 22 | 30 | 22 |
Comprehensive Loss | $ (11,553) | $ (6,345) | $ (18,417) | $ (11,643) |
Statement of Stockholders' Equi
Statement of Stockholders' Equity - 6 months ended Jun. 30, 2016 - USD ($) $ in Thousands | Total | Common Stock [Member] | Common Stock to be Issued [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] |
Beginning Balance at Dec. 31, 2015 | $ 104,023 | $ 2 | $ 245 | $ 207,950 | $ 48 | $ (104,222) | $ 0 | $ 0 |
Beginning Balance (in Shares) at Dec. 31, 2015 | 48,547,720 | 1,694 | 0 | |||||
Fair value of vested stock options | 6,068 | 6,068 | ||||||
Vesting of restricted shares issued for services | 1,068 | 1,068 | ||||||
Tax payments related to shares witheld for vested restricted stock units | (349) | (349) | ||||||
Common stock issued upon exercise of warrants | 621 | 621 | ||||||
Common stock issued upon exercise of warrants (in Shares) | 248,500 | |||||||
Common stock issued upon exercise of stock options | 237 | 237 | ||||||
Common stock issued upon exercise of stock options (in shares) | 37,066 | |||||||
Common stock sold in private placement, net of offering costs | 44,009 | $ 1 | 44,008 | |||||
Common stock sold in private placement, net of offering costs (in shares) | 9,684,000 | |||||||
Preferred stock sold in private placement, net of offering costs | 51,676 | 51,665 | $ 11 | |||||
Preferred stock sold in private placement, net of offering costs (in shares) | 11,368,633 | |||||||
Cancellation of restricted shares issued for services | 0 | |||||||
Cancellation of restricted shares issued for services (in shares) | (128,381) | |||||||
Unrealized gain on short-term investments | 30 | 30 | ||||||
Net Loss | (18,447) | (18,447) | ||||||
Ending Balance at Jun. 30, 2016 | $ 188,936 | $ 3 | $ 245 | $ 311,268 | $ 78 | $ (122,669) | $ 0 | $ 11 |
Ending Balance (in Shares) at Jun. 30, 2016 | 58,388,905 | 1,694 | 11,368,633 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash Flows From Operating Activities | ||
Net loss | $ (18,447) | $ (11,665) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 540 | 425 |
Fair value of vested stock options | 6,068 | 2,301 |
Common stock issued for services | 1,068 | 1,088 |
Changes in assets and liabilities: | ||
Prepaid expenses and other current assets | (505) | (312) |
Accounts payable and accrued expenses | 2,976 | 204 |
Net Cash Used In Operating Activities | (8,300) | (7,959) |
Cash Flows From Investing Activities | ||
Liquidation (Purchase) of money market funds | 201 | (7,477) |
Purchase of short- term investments | (68,340) | (96,281) |
Maturities of short- term investments | 67,881 | 4,000 |
Purchase of property and equipment | (56) | (919) |
Net Cash Used In Investing Activities | (314) | (100,677) |
Cash Flows From Financing Activities | ||
Tax payments related to shares withheld for vested restricted stock units | (349) | 0 |
Proceeds from the issuance of common stock upon exercise of warrants | 621 | 7,975 |
Proceeds from the issuance of common stock upon exercise of stock options | 237 | 0 |
Proceeds from the issuance of preferred and common stock, net | 95,685 | 68,308 |
Net Cash Provided By Financing Activities | 96,194 | 76,283 |
Net increase (decrease) in cash and cash equivalents | 87,580 | (32,353) |
Cash and Cash Equivalents, Beginning of Period | 13,642 | 44,909 |
Cash and Cash Equivalents, End of Period | 101,222 | 12,556 |
Interest | 0 | 0 |
Taxes | 0 | 0 |
Supplemental Disclosures of Cash Flow Information: | ||
Unrealized gain on short-term investments | $ 30 | $ 22 |
GENERAL ORGANIZATION AND BUSINE
GENERAL ORGANIZATION AND BUSINESS | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GENERAL ORGANIZATION AND BUSINESS | NOTE 1. GENERAL ORGANIZATION AND BUSINESS Lion Biotechnologies, Inc. (the “Company,” “we,” “us” or “our”) is a biotechnology company focused on developing and commercializing adoptive cell therapy (ACT) using autologous tumor infiltrating lymphocytes (TIL) for the treatment of metastatic melanoma and other solid cancers. ACT utilizes T-cells harvested from a patient to treat cancer in that patient. TIL, a kind of anti-tumor T-cells that are naturally present in a patient’s tumors, are collected from individual patient tumor samples. The TIL are then activated and expanded ex vivo and then infused back into the patient to fight their tumor cells. Basis of Presentation of Unaudited Condensed Financial Information The unaudited condensed financial statements of the Company for the three and six months ended June 30, 2016 and 2015 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year. The balance sheet information as of December 31, 2015 was derived from the audited financial statements included in the Company's financial statements as of and for the year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2016. These financial statements should be read in conjunction with that report. Liquidity We are currently engaged in the development of therapeutics to fight cancer, we do not have any commercial products and have not yet generated any revenues from our biopharmaceutical business. We currently do not anticipate that we will generate any revenues during 2016 from the sale or licensing of any products. As shown in the accompanying condensed financial statements, we have incurred a net loss of $ 18.4 8.3 191.6 188.9 187.7 During 2016, we expect to further ramp up our clinical operations and research activities, which will increase the amount of cash we will use. Specifically, our budget for 2016 includes increased spending on clinical trials, research and development activities, higher payroll expenses as we increase our professional and scientific staff, as well as anticipated ongoing payments under our Cooperative Research and Development Agreement (CRADA) with the National Cancer Institute (NCI). Based on the funds we had available on June 30, 2016, we believe that we have sufficient capital to fund our anticipated operating expenses for at least 12 months from the date of filing this quarterly report. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES The Company’s short-term investments represent available for sale securities and are recorded at fair value and unrealized gains and losses are recorded within accumulated other comprehensive income (loss). The estimated fair value of the available for sale securities is determined based on quoted market prices or rates for similar instruments. In addition, the cost of debt securities in this category is adjusted for amortization of premium and accretion of discount to maturity. The Company evaluates securities with unrealized losses to determine whether such losses, if any, are other than temporary. Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted until which time they vest, unless they are antidilutive. For the six month ended June 30, 2016, and 2015, the calculations of basic and diluted loss per share are the same because inclusion of potential dilutive securities in the computation would have an anti-dilutive effect due to the net losses. At June 30, 2016 and 2015, the dilutive impact of outstanding stock options for 4,270,989 2,238,877 6,953,716 11,427,764 847,000 2,847,000 Under FASB ASC 820, Fair Value Measurements and Disclosures, fair value is defined as the price at which an asset could be exchanged or a liability transferred in a transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or parameters are not available, valuation models are applied. Assets and liabilities recorded at fair value in our financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows: Level 1Inputs are unadjusted, quoted prices in active markets for identical assets at the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. The fair valued assets we hold that are generally included under this Level 1 are money market securities where fair value is based on publicly quoted prices. Level 2Are inputs, other than quoted prices included in Level 1, that are either directly or indirectly observable for the asset or liability through correlation with market data at the reporting date and for the duration of the instrument’s anticipated life. The fair valued assets we hold that are generally assessed under Level 2 are corporate bonds and commercial paper. We utilize third party pricing services in developing fair value measurements where fair value is based on valuation methodologies such as models using observable market inputs, including benchmark yields, reported trades, broker/dealer quotes, bids, offers and other reference data. We use quotes from external pricing service providers and other on-line quotation systems to verify the fair value of investments provided by our third party pricing service providers. We review independent auditor’s reports from our third party pricing service providers particularly regarding the controls over pricing and valuation of financial instruments and ensure that our internal controls address certain control deficiencies, if any, and complementary user entity controls are in place. Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the reporting date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. We do not have fair valued assets classified under Level 3. The Company believes the carrying amount of its financial instruments (consisting of cash and cash equivalents, money market fund and accounts payable and accrued expenses) approximates fair value due to the short-term nature of such instruments. Assets at Fair Value as of June 30, 2016 Level 1 Level 2 Level 3 Total Corporate debt securities $ - $ 70,602 $ - $ 70,602 Total $ - $ 70,602 $ - $ 70,602 Assets at Fair Value as of December 31, 2015 Level 1 Level 2 Level 3 Total Corporate debt securities $ - $ 70,113 $ - $ 70,113 Total $ - $ 70,113 $ - $ 70,113 The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include valuation of available-for-sale investments, accounting for potential liabilities, the valuation allowance associated with the Company’s deferred tax assets, and the assumptions made in valuing stock instruments issued for services. The Company periodically grants stock options and warrants to employees and non-employees in non-capital raising transactions as compensation for services rendered. The Company accounts for stock option grants to employees based on the authoritative guidance provided by the Financial Accounting Standards Board where the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option grants to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board where the value of the stock compensation is determined based upon the measurement date at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company's common stock option grants is estimated using a Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. The Company issues restricted shares of its common stock for share-based compensation programs. The Company measures the compensation cost with respect to restricted shares to employees based upon the estimated fair value of the equity instruments at the date of the grant, and is recognized as expense over the period which an employee is required to provide services in exchange for the award. For the Three Months Ended For the Six Months Ended 2016 2015 2016 2015 Research and development $ 593 $ 809 $ 1,178 $ 1,584 General and administrative 4,764 1,114 5,958 1,805 Total stock-based compensation expense $ 5,357 $ 1,923 $ 7,136 $ 3,389 Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash. The Company maintains cash balances at one bank. At times, the amount on deposit exceeds the federally insured limits. Management believes that the financial institution that holds the Company’s cash is financially sound and, accordingly, minimal credit risk exists. As of June 30, 2016 and 2015, the Company’s cash balances were in excess of insured limits maintained at the bank. The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, preferred shares are classified as stockholders’ equity. The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that feature conversion options. The accounting standards require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results of operations. Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. The Company also records, when necessary, deemed dividends for the intrinsic value of the conversion options embedded in preferred stock based upon the difference between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred stock. Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net loss. In January 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance will impact the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. All equity investments in unconsolidated entities (other than those accounted for under the equity method of accounting) will generally be measured at fair value with changes in fair value recognized through earnings. There will no longer be an available-for-sale classification for equity securities with readily determinable fair values in which changes in fair value are currently reported in other comprehensive income. In addition, the FASB clarified the need for a valuation allowance on deferred tax assets resulting from unrealized losses on available-for-sale debt securities. In general, the new guidance will require modified retrospective application to all outstanding instruments, with a cumulative effect adjustment recorded to opening retained earnings. This guidance will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted commencing January 1, 2017. We are currently evaluating the expected impact that the standard could have on our financial statements and related disclosures. In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
CASH, MONEY MARKET FUNDS, AND S
CASH, MONEY MARKET FUNDS, AND SHORT-TERM INVESTMENTS | 6 Months Ended |
Jun. 30, 2016 | |
Cash, Cash Equivalents, and Short-term Investments [Abstract] | |
CASH, MONEY MARKET FUNDS, AND SHORT-TERM INVESTMENTS | NOTE 3. CASH, MONEY MARKET FUNDS, AND SHORT-TERM INVESTMENTS June 30, December 31, 2016 2015 Checking and savings accounts (reported as cash and cash equivalents) $ 101,222 $ 13,642 Money market funds 19,744 19,945 Corporate debt securities (reported as short-term investments) 70,602 70,113 $ 191,568 $ 103,700 Gross Gross Unrealized Unrealized June 30, 2016 Cost Gains Losses Fair Value Money market funds $ 19,744 $ - $ - $ 19,744 Corporate debt securities 70,524 78 - 70,602 Total $ 90,268 $ 78 $ - $ 90,346 Gross Gross Unrealized Unrealized December 31, 2015 Cost Gains Losses Fair Value Money market funds $ 19,945 $ - $ - $ 19,945 Corporate debt securities 70,065 48 - 70,113 Total $ 90,010 $ 48 $ - $ 90,058 Within One Year Money market funds $ 19,744 Corporate debt securities 70,602 $ 90,346 At June 30, 2016, the Company’s short-term investments were invested in short-term fixed income debt securities and notes of domestic and foreign high credit issuers and in money market funds. The Company’s investment policy limits investments to certain types of instruments such as certificates of deposit, money market instruments, obligations issued by the U.S. government and U.S. government agencies as well as corporate debt securities, and places restrictions on maturities and concentration by type and issuer. At June 30, 2016, the Company’s short-term investments totaled $ 70.6 53 80 20 114 19.7 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 4. STOCKHOLDERS’ EQUITY Series B Preferred Stock In June 2016, the Company created a new class of Preferred Stock designated as Series B Preferred Stock. The rights of the Series B Preferred are set forth in the Certificate of Designation of Preferences and Rights of Series B Preferred Stock (the “Series B Certificate of Designation”). A total of 11,500,000 4.75 4.75 Holders of the Series B Preferred are entitled to dividends on an as-if-converted basis in the same form as any dividends actually paid on shares of our Series A Preferred or other securities. So long as any Series B Preferred remains outstanding, the Company may not redeem, purchase or otherwise acquire any material amount of our Series A Preferred or other securities. Private Placement On June 2, 2016, the Company entered into a securities purchase agreement with various institutional and individual accredited investors to raise gross proceeds of $ 100 9,684,000 11,368,633 4.75 4.75 The Company will account for the conversion feature associated with the Series B Preferred Stock if and when stockholder approval is received and the conversion feature is no longer contingent. The Company received net proceeds of approximately $ 95.7 On June 2, 2016, in connection with the Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the investors pursuant to which the Company agreed to file with the Securities and Exchange Commission, or the SEC, within 30 days of the closing of the private placement under the Purchase Agreement, a registration statement covering the resale by the investors of the shares of common stock purchased by them. The Company also agreed in the Registration Rights Agreement to file with the SEC within 30 days of any stockholders meeting approving the conversion feature of the Series B Preferred Stock, a registration statement covering the resale of the shares of our common stock issuable upon conversion of their shares of Series B Preferred Stock by the holders of shares of Series B Preferred Stock. The Company also agreed to use its best efforts to have the respective registration statements declared effective as soon as practicable upon filing, but in any event within 90 days after filing. The Registration Rights Agreement provides, among other things, that in the event (i) the Company does not file either registration statement within the prescribed time period, (ii) the SEC does not declare effective either registration statement within the prescribed time period or (iii) either registration statement ceases to be effective under certain circumstances, the Company will pay to the holders on the occurrence of each such event and for each 30-day period thereafter until the applicable event is cured, an amount in cash equal to 1% of the aggregate amount invested (or outstanding, as specified in greater detail in the Registration Rights Agreement) by the holders under the Purchase Agreement for each 30-day period (prorated for any period of less than 30 days) during which such registration statement was not effective. The Company filed the registration statement under Form S-1 on July 1, 2016 to fulfill certain of its contractual obligations to the investors in the Private Placement under a registration rights agreement it entered into pursuant to the Securities Purchase Agreement. Common stock with vesting terms During 2016, certain employees authorized the Company to cancel 98,381 Number of Weighted Non-vested shares, January 1, 2016 321,252 $ 6.96 Granted - Vested (182,501) 6.21 Forfeited (40,001) Non-vested shares, June 30, 2016 98,750 $ 8.14 Restricted Stock Units On June 1, 2016, we entered into a restricted stock unit agreement with the Company’s new Chief Executive Officer pursuant to which we granted her 550,000 non-transferrable restricted stock units at fair market value of $ 5.87 550,000 137,500 275,000 137,500 |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK OPTIONS AND WARRANTS | NOTE 5. STOCK OPTIONS AND WARRANTS Stock Options Weighted Weighted Average Aggregate Shares Average Remaining Intrinsic Under Exercise Contractual Value Option Price Life (in thousands) Outstanding at January 1, 2016 2,693,237 $ 8.12 8.02 $ 2,347 Granted 2,264,983 5.71 9.9 5,417 Exercised (37,066) 6.40 - - Expired/Forfeited (650,165) 8.44 - - Outstanding at June 30, 2016 4,270,989 $ 6.75 9.06 $ 7,688 Exercisable at June 30, 2016 1,865,205 $ 7.19 8.38 $ 3,228 During the six months ended June 30, 2016, the Company granted options to purchase 2,264,983 12.7 199 1.37 6 During the six months ended June 30, 2016 and 2015, the Company recorded compensation costs of $ 6.1 2.3 4.5 1.3 13.7 Warrants Weighted Weighted Average Aggregate Shares Average Remaining Intrinsic Under Exercise Contractual Value Warrants Price Life (in thousands) Outstanding at January 1, 2016 7,202,216 $ 2.51 3.3 years $ 37,596 Issued - - Exercised (248,500) $ 2.50 Expired - - Outstanding and exercisable at June 30, 2016 6,953,716 $ 2.51 2.7 years $ 40,332 During the six months ended June 30, 2016, the Company received $ 0.6 248,500 |
LICENSES AND COMMITMENTS
LICENSES AND COMMITMENTS | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
LICENSES AND COMMITMENTS | NOTE 6. LICENSE AND COMMITMENTS National Institutes of Health and the National Cancer Institute Cooperative Research and Development Agreement Effective August 5, 2011, the Company signed a Cooperative Research and Development Agreement (CRADA) with the National Institutes of Health and the National Cancer Institute (NCI). Under the terms of the five-year cooperative research and development agreement, the Company will work with Dr. Steven A. Rosenberg, M.D., Ph.D., chief of NCI’s Surgery Branch, to develop adoptive cell immunotherapies that are designed to destroy metastatic melanoma cells using a patient’s tumor infiltrating lymphocytes. On January 22, 2015, the Company executed an amendment (the “Amendment”) to the CRADA to include four new indications. As amended, in addition to metastatic melanoma, the CRADA now also includes the development of TIL therapy for the treatment of patients with bladder, lung, triple-negative breast, and HPV-associated cancers. Under the Amendment, the NCI also has agreed to provide the Company with samples of all tumors covered by the Amendment for performing studies related to improving TIL selection and/or TIL scale-out production and process development. The CRADA expired on August 5, 2016 and the NCI and the Company are finalizing the terms of an amendment to extend the term of the CRADA for another five year period . Development and Manufacture TIL Effective October 5, 2011, the Company entered into a Patent License Agreement with the National Institutes of Health, an agency of the United States Public Health Service within the Department of Health and Human Services (“NIH”), which License Agreement was subsequently amended on February 9, 2015 and October 2, 2015. Pursuant to the License Agreement as amended, NIH granted to the Company an exclusive worldwide right and license to develop and manufacture certain proprietary autologous tumor infiltrating lymphocyte adoptive cell therapy products for the treatment of metastatic melanoma, ovarian cancer, breast cancer, and colorectal cancer. The License Agreement requires the Company to pay royalties based on a percentage of net sales (which percentage is in the mid-single digits and subject to certain annual minimum royalty payments), a percentage of revenues from sublicensing arrangements, and lump sum benchmark royalty payments on the achievement of certain clinical and regulatory milestones for each of the various indications and other direct costs incurred by NIH pursuant to the agreement. Exclusive Patent License Agreement On February 10, 2015, the Company entered into an exclusive Patent License Agreement with the NIH under which the Company received an exclusive, world-wide license to the NIH’s rights in and to two patent-pending technologies related to methods for improving tumor-infiltrating lymphocytes for adoptive cell therapy. The licensed technologies relate to the more potent and efficient production of TIL from melanoma tumors by selecting for T-cell populations that express various inhibitory receptors. Unless terminated sooner, the license shall remain in effect until the last licensed patent right expires. In consideration for the exclusive rights granted under the exclusive Patent License Agreement, the Company agreed to pay the NIH a non-refundable upfront licensing fee which was recognized as research and development expense during the year ended December 31, 2015. The Company also agreed to pay customary royalties based on a percentage of net sales (which percentage is in the mid-single digits), a percentage of revenues from sublicensing arrangements, and lump sum benchmark payments upon the successful completion of the Company’s first Phase 2 clinical study, the successful completion of the Company’s first Phase 3 clinical study, the receipt of the first FDA approval or foreign equivalent for a licensed product or process resulting from the licensed technologies, the first commercial sale of a licensed product or process in the United States, and the first commercial sale of a licensed product or process in any foreign country. The Company will also be responsible for all costs associated with the preparation, filing, maintenance and prosecution of the patent applications and patents covered by the License. H. Lee Moffitt Cancer Center Research Collaboration Agreement In September, 2014, the Company entered into a research collaboration agreement with the H. Lee Moffitt Cancer Center and Research Institute, Inc. to jointly engage in transitional research and development of adoptive tumor-infiltrating lymphocyte cell therapy with improved anti-tumor properties and process. Exclusive License Agreement The Company entered into an Exclusive License Agreement (the “Moffitt License Agreement”), effective as of June 28, 2014, with the H. Lee Moffitt Cancer Center and Research Institute, Inc. (“Moffitt”) under which the Company received an exclusive, world-wide license to Moffitt’s rights in and to two patent-pending technologies related to methods for improving tumor-infiltrating lymphocytes for adoptive cell therapy. Unless earlier terminated, the term of the license extends until the earlier of the expiration of the last patent related to the licensed technology or 20 years after the effective date of the license agreement. Pursuant to the Moffitt License Agreement, the Company paid an upfront licensing fee which was recognized as research and development expense during 2014. A patent issuance fee will also be payable under the Moffitt License Agreement, upon the issuance of the first U.S. patent covering the subject technology. In addition, the Company agreed to pay milestone license fees upon completion of specified milestones, customary royalties based on a specified percentage of net sales (which percentage is in the low single digits) and sublicensing payments, as applicable, and annual minimum royalties beginning with the first sale of products based on the licensed technologies, which minimum royalties will be credited against the percentage royalty payments otherwise payable in that year. The Company will also be responsible for all costs associated with the preparation, filing, maintenance and prosecution of the patent applications and patents covered by the Moffitt License Agreement related to the treatment of any cancers in the United States, Europe and Japan and in other countries selected that the Company and Moffitt agreed to. During the six months ended June 30, 2016 and 2015, the Company recognized $ 0.9 1.4 Aggregate guaranteed commitments for the remainder of 2016, under all of the Company’s license and research agreements, are approximately $ 1.7 Lease Obligations In December 2014, the Company commenced a five-year non-cancellable operating lease with the University of South Florida Research Foundation for an approximately 5,200 10,443 3 On August 4, 2016, the Company entered into an agreement to lease 8,733 54 2.1 Year Amount 2016 (remaining) $ 76 2017 610 2018 628 2019 647 2020 495 2021 169 $ 2,625 |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 6 Months Ended |
Jun. 30, 2016 | |
Loss Contingency [Abstract] | |
LEGAL PROCEEDINGS | NOTE 7. LEGAL PROCEEDINGS SEC Settlement. The Company has recently been informed by the Staff of the SEC that the SEC’s investigation, in part, involves the conduct of The Company’s former Chief Executive Officer, Manish Singh, during the period between September 2013 and April 2014. As the Company understands, as it pertains to the Company’s former Chief Executive Officer, the investigation has focused on the failure by authors of certain articles about the Company to disclose that they were compensated by one of our former investor relations firms. The Company understands that it is the position of the SEC Staff that the conduct of the former Chief Executive Officer with respect to these articles may be imputed to the Company. In order to resolve this matter, the Company has agreed with the Staff of the SEC to a proposed settlement framework under which it would consent to the entry of an order requiring that it cease and desist from any future violations of certain provisions of the federal securities laws, without admitting or denying any allegations, and agree to a financial penalty. The Company is currently discussing with the Staff of the SEC the amount of the financial penalty that it would pay as part of this settlement. The Company does not anticipate that the amount of this penalty will have a material impact on its cash position. The proposed settlement is contingent upon reaching agreement with the Staff of the SEC on a complete set of settlement terms and approval by the Commissioners of the SEC, neither of which can be assured. Solomon Capital, LLC. 52,850 170,000 222,850 111,425 1,500,000 On June 3, 2016, the Company filed an answer and counterclaims in the lawsuit. In its counterclaims, the Company alleges that the plaintiffs misrepresented their qualifications to assist it in fundraising and that they failed to disclose that they were under investigation for securities laws violations. The Company is seeking damages in an amount exceeding $ 500,000 |
CONTINENGIES
CONTINENGIES | 6 Months Ended |
Jun. 30, 2016 | |
Loss Contingency [Abstract] | |
CONTINENGIES | NOTE 8. CONTINENGIES During the second quarter of 2016, 128,500 exercised into shares of common stock that were previously sold under an ineffective Form S-3. The Company believes that any claims brought against it would not result in a material impact to the Company’s financial position or results of operations. The Company has not accrued a loss for a potential claim associated with this matter as it is unable to estimate any at this time. In January 2014, the SEC declared effective a registration statement that we filed to cover the resale of shares issued and sold (or to be issued and sold) by certain selling stockholders. On March 11, 2016, that registration statement (and the prospectus contained therein) became ineligible for future use, and selling stockholders could no longer sell any shares of our common stock in open market transactions by means of that prospectus. 128,500 |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Short-term Investments | Short-term Investments The Company’s short-term investments represent available for sale securities and are recorded at fair value and unrealized gains and losses are recorded within accumulated other comprehensive income (loss). The estimated fair value of the available for sale securities is determined based on quoted market prices or rates for similar instruments. In addition, the cost of debt securities in this category is adjusted for amortization of premium and accretion of discount to maturity. The Company evaluates securities with unrealized losses to determine whether such losses, if any, are other than temporary. |
Loss per Share | Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted until which time they vest, unless they are antidilutive. For the six month ended June 30, 2016, and 2015, the calculations of basic and diluted loss per share are the same because inclusion of potential dilutive securities in the computation would have an anti-dilutive effect due to the net losses. At June 30, 2016 and 2015, the dilutive impact of outstanding stock options for 4,270,989 2,238,877 6,953,716 11,427,764 847,000 2,847,000 |
Fair Value Measurements | Fair Value Measurements Under FASB ASC 820, Fair Value Measurements and Disclosures, fair value is defined as the price at which an asset could be exchanged or a liability transferred in a transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or parameters are not available, valuation models are applied. Assets and liabilities recorded at fair value in our financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows: Level 1Inputs are unadjusted, quoted prices in active markets for identical assets at the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. The fair valued assets we hold that are generally included under this Level 1 are money market securities where fair value is based on publicly quoted prices. Level 2Are inputs, other than quoted prices included in Level 1, that are either directly or indirectly observable for the asset or liability through correlation with market data at the reporting date and for the duration of the instrument’s anticipated life. The fair valued assets we hold that are generally assessed under Level 2 are corporate bonds and commercial paper. We utilize third party pricing services in developing fair value measurements where fair value is based on valuation methodologies such as models using observable market inputs, including benchmark yields, reported trades, broker/dealer quotes, bids, offers and other reference data. We use quotes from external pricing service providers and other on-line quotation systems to verify the fair value of investments provided by our third party pricing service providers. We review independent auditor’s reports from our third party pricing service providers particularly regarding the controls over pricing and valuation of financial instruments and ensure that our internal controls address certain control deficiencies, if any, and complementary user entity controls are in place. Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities and which reflect management’s best estimate of what market participants would use in pricing the asset or liability at the reporting date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. We do not have fair valued assets classified under Level 3. The Company believes the carrying amount of its financial instruments (consisting of cash and cash equivalents, money market fund and accounts payable and accrued expenses) approximates fair value due to the short-term nature of such instruments. |
Fair Value on a Recurring Basis | Fair Value on a Recurring Basis Assets at Fair Value as of June 30, 2016 Level 1 Level 2 Level 3 Total Corporate debt securities $ - $ 70,602 $ - $ 70,602 Total $ - $ 70,602 $ - $ 70,602 Assets at Fair Value as of December 31, 2015 Level 1 Level 2 Level 3 Total Corporate debt securities $ - $ 70,113 $ - $ 70,113 Total $ - $ 70,113 $ - $ 70,113 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include valuation of available-for-sale investments, accounting for potential liabilities, the valuation allowance associated with the Company’s deferred tax assets, and the assumptions made in valuing stock instruments issued for services. |
Stock-Based Compensation | Stock-Based Compensation The Company periodically grants stock options and warrants to employees and non-employees in non-capital raising transactions as compensation for services rendered. The Company accounts for stock option grants to employees based on the authoritative guidance provided by the Financial Accounting Standards Board where the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option grants to non-employees in accordance with the authoritative guidance of the Financial Accounting Standards Board where the value of the stock compensation is determined based upon the measurement date at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. The fair value of the Company's common stock option grants is estimated using a Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods. The Company issues restricted shares of its common stock for share-based compensation programs. The Company measures the compensation cost with respect to restricted shares to employees based upon the estimated fair value of the equity instruments at the date of the grant, and is recognized as expense over the period which an employee is required to provide services in exchange for the award. For the Three Months Ended For the Six Months Ended 2016 2015 2016 2015 Research and development $ 593 $ 809 $ 1,178 $ 1,584 General and administrative 4,764 1,114 5,958 1,805 Total stock-based compensation expense $ 5,357 $ 1,923 $ 7,136 $ 3,389 |
Concentrations | Concentrations Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash. The Company maintains cash balances at one bank. At times, the amount on deposit exceeds the federally insured limits. Management believes that the financial institution that holds the Company’s cash is financially sound and, accordingly, minimal credit risk exists. As of June 30, 2016 and 2015, the Company’s cash balances were in excess of insured limits maintained at the bank. |
Preferred Stock | Preferred Stock The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, preferred shares are classified as stockholders’ equity. |
Convertible Instruments | Convertible Instruments The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that feature conversion options. The accounting standards require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results of operations. Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. The Company also records, when necessary, deemed dividends for the intrinsic value of the conversion options embedded in preferred stock based upon the difference between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred stock. |
Reclassifications | Reclassifications Certain amounts in prior periods have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net loss. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance will impact the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. All equity investments in unconsolidated entities (other than those accounted for under the equity method of accounting) will generally be measured at fair value with changes in fair value recognized through earnings. There will no longer be an available-for-sale classification for equity securities with readily determinable fair values in which changes in fair value are currently reported in other comprehensive income. In addition, the FASB clarified the need for a valuation allowance on deferred tax assets resulting from unrealized losses on available-for-sale debt securities. In general, the new guidance will require modified retrospective application to all outstanding instruments, with a cumulative effect adjustment recorded to opening retained earnings. This guidance will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted commencing January 1, 2017. We are currently evaluating the expected impact that the standard could have on our financial statements and related disclosures. In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future consolidated financial statements. |
Subsequent Events | Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Assets Measured at Fair Value | Financial assets measured at fair value on a recurring basis are categorized in the tables below based upon the lowest level of significant input to the valuations (in thousands): Assets at Fair Value as of June 30, 2016 Level 1 Level 2 Level 3 Total Corporate debt securities $ - $ 70,602 $ - $ 70,602 Total $ - $ 70,602 $ - $ 70,602 Assets at Fair Value as of December 31, 2015 Level 1 Level 2 Level 3 Total Corporate debt securities $ - $ 70,113 $ - $ 70,113 Total $ - $ 70,113 $ - $ 70,113 |
Schedule of Stock-Based Compensation | Total stock-based compensation expense related to all of our stock-based awards was as follows (in thousands): For the Three Months Ended For the Six Months Ended 2016 2015 2016 2015 Research and development $ 593 $ 809 $ 1,178 $ 1,584 General and administrative 4,764 1,114 5,958 1,805 Total stock-based compensation expense $ 5,357 $ 1,923 $ 7,136 $ 3,389 |
CASH, MONEY MARKET FUNDS, AND18
CASH, MONEY MARKET FUNDS, AND SHORT-TERM INVESTMENTS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Cash, Cash Equivalents, and Short-term Investments [Abstract] | |
Schedule of Cash, Money Market Funds and Short-Term Investments | Cash, money market funds, and short-term investments consist of the following (in thousands): June 30, December 31, 2016 2015 Checking and savings accounts (reported as cash and cash equivalents) $ 101,222 $ 13,642 Money market funds 19,744 19,945 Corporate debt securities (reported as short-term investments) 70,602 70,113 $ 191,568 $ 103,700 |
Schedule of Unrealized Gains and Losses | Money market funds and short-term investments include the following securities with gross unrealized gains and losses (in thousands): Gross Gross Unrealized Unrealized June 30, 2016 Cost Gains Losses Fair Value Money market funds $ 19,744 $ - $ - $ 19,744 Corporate debt securities 70,524 78 - 70,602 Total $ 90,268 $ 78 $ - $ 90,346 Gross Gross Unrealized Unrealized December 31, 2015 Cost Gains Losses Fair Value Money market funds $ 19,945 $ - $ - $ 19,945 Corporate debt securities 70,065 48 - 70,113 Total $ 90,010 $ 48 $ - $ 90,058 |
Schedule of Contractual Maturities | As of June 30, 2016, the contractual maturities of our money market funds and short-term investments were (in thousands): Within One Year Money market funds $ 19,744 Corporate debt securities 70,602 $ 90,346 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Restricted Stock Activity | The following table summarizes restricted common stock activity: Number of Weighted Non-vested shares, January 1, 2016 321,252 $ 6.96 Granted - Vested (182,501) 6.21 Forfeited (40,001) Non-vested shares, June 30, 2016 98,750 $ 8.14 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Status of Stock Options | A summary of the status of stock options at June 30, 2016, and the changes during the six months then ended, is presented in the following table: Weighted Weighted Average Aggregate Shares Average Remaining Intrinsic Under Exercise Contractual Value Option Price Life (in thousands) Outstanding at January 1, 2016 2,693,237 $ 8.12 8.02 $ 2,347 Granted 2,264,983 5.71 9.9 5,417 Exercised (37,066) 6.40 - - Expired/Forfeited (650,165) 8.44 - - Outstanding at June 30, 2016 4,270,989 $ 6.75 9.06 $ 7,688 Exercisable at June 30, 2016 1,865,205 $ 7.19 8.38 $ 3,228 |
Schedule of Status of Stock Warrants | Weighted Weighted Average Aggregate Shares Average Remaining Intrinsic Under Exercise Contractual Value Warrants Price Life (in thousands) Outstanding at January 1, 2016 7,202,216 $ 2.51 3.3 years $ 37,596 Issued - - Exercised (248,500) $ 2.50 Expired - - Outstanding and exercisable at June 30, 2016 6,953,716 $ 2.51 2.7 years $ 40,332 |
LICENSES AND COMMITMENTS (Table
LICENSES AND COMMITMENTS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Recorded Unconditional Purchase Obligations | The minimum lease payments are as follows (in thousands): Year Amount 2016 (remaining) $ 76 2017 610 2018 628 2019 647 2020 495 2021 169 $ 2,625 |
GENERAL ORGANIZATION AND BUSI22
GENERAL ORGANIZATION AND BUSINESS (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Net Income (Loss) Attributable to Parent, Total | $ (11,563) | $ (6,367) | $ (18,447) | $ (11,665) | |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations, Total | (8,300) | $ (7,959) | |||
Cash, Cash Equivalents, and Short-term Investments, Total | 191,568 | 191,568 | $ 103,700 | ||
Stockholders' Equity Attributable to Parent, Total | 188,936 | 188,936 | $ 104,023 | ||
Working Capital | $ 187,700 | $ 187,700 |
SUMMARY OF SIGNIFICANT ACCOUN23
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Assets, fair value | $ 70,602 | $ 70,113 |
Corporate Debt Securities [Member] | ||
Assets, fair value | 70,602 | 70,113 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets, fair value | 0 | 0 |
Fair Value, Inputs, Level 1 [Member] | Corporate Debt Securities [Member] | ||
Assets, fair value | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Assets, fair value | 70,602 | 70,113 |
Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | ||
Assets, fair value | 70,602 | 70,113 |
Fair Value, Inputs, Level 3 [Member] | ||
Assets, fair value | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Corporate Debt Securities [Member] | ||
Assets, fair value | $ 0 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN24
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost, Total | $ 5,357 | $ 1,923 | $ 7,136 | $ 3,389 |
Research and Development Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost, Total | 593 | 809 | 1,178 | 1,584 |
General and Administrative Expense [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost, Total | $ 4,764 | $ 1,114 | $ 5,958 | $ 1,805 |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Details Textual) - shares | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Stock Option Shares Outstanding | 4,270,989 | 2,238,877 |
Class of Warrant or Right, Outstanding | 6,953,716 | 11,427,764 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 847,000 | 2,847,000 |
CASH, MONEY MARKET FUNDS, AND26
CASH, MONEY MARKET FUNDS, AND SHORT-TERM INVESTMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Checking and savings accounts (reported as cash and cash equivalents) | $ 101,222 | $ 13,642 | $ 12,556 | $ 44,909 |
Money market funds | 19,744 | 19,945 | ||
Corporate debt securities (reported as short-term investments) | 70,602 | 70,113 | ||
Total | $ 191,568 | $ 103,700 |
CASH, MONEY MARKET FUNDS, AND27
CASH, MONEY MARKET FUNDS, AND SHORT-TERM INVESTMENTS (Details 1) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Amortized Cost | $ 90,268 | $ 90,010 |
Gross Unrealized Gains | 78 | 48 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 90,346 | 90,058 |
Corporate Debt Securities [Member] | ||
Amortized Cost | 70,524 | 70,065 |
Gross Unrealized Gains | 78 | 48 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | 70,602 | 70,113 |
Money Market Funds [Member] | ||
Amortized Cost | 19,744 | 19,945 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Fair Value | $ 19,744 | $ 19,945 |
CASH, MONEY MARKET FUNDS, AND28
CASH, MONEY MARKET FUNDS, AND SHORT-TERM INVESTMENTS (Details 2) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Money market funds | $ 19,744 | $ 19,945 |
Corporate debt securities | 70,602 | $ 70,113 |
Total | $ 90,346 |
CASH, MONEY MARKET FUNDS, AND29
CASH, MONEY MARKET FUNDS, AND SHORT-TERM INVESTMENTS (Details Textual) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Available-for-sale Securities, Total | $ 70,602 | $ 70,113 |
Money Market Funds, at Carrying Value | $ 19,744 | $ 19,945 |
Money Market Funds And Short Term Investments Weighted Average Time To Maturity | 114 days | |
Short-term Investments [Member] | Five Companies [Member] | ||
Concentration Risk, Percentage | 53.00% | |
Short-term Investments [Member] | Various Other Domestic Issuers [Member] | ||
Concentration Risk, Percentage | 80.00% | |
Short-term Investments [Member] | Foreign Issuer [Member] | ||
Concentration Risk, Percentage | 20.00% |
STOCKHOLDER'S EQUITY (Details)
STOCKHOLDER'S EQUITY (Details) | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Number of Shares | |
Non-vested shares, Beginning Balance | shares | 321,252 |
Granted | shares | 0 |
Vested | shares | (182,501) |
Forfeited | shares | (40,001) |
Non-vested shares, Ending Balance | shares | 98,750 |
Weighted Average Grant Date Fair Value | |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 6.96 |
Granted | $ / shares | |
Vested | $ / shares | 6.21 |
Forfeited | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 8.14 |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |||
Jun. 30, 2016USD ($)$ / sharesshares | Jun. 07, 2016$ / sharesshares | Jun. 30, 2016USD ($)$ / sharesshares | Jun. 30, 2015USD ($) | Dec. 31, 2015$ / sharesshares | |
Class of Stock [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 182,501 | ||||
Cancellation Of Vested Shares | 98,381 | ||||
Proceeds from Issuance of Private Placement | $ | $ 100,000 | ||||
Proceeds from Issuance or Sale of Equity | $ | $ 95,685 | $ 68,308 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | |||||
Private Placement [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 9,684,000 | ||||
Preferred Stock Convertible Conversion Price | 4.75 | ||||
Proceeds from Issuance or Sale of Equity | $ | $ 95,700 | ||||
Restricted Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 550,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 5.87 | ||||
Restricted Stock [Member] | Share-based Compensation Award, Tranche One [Member] | |||||
Class of Stock [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 137,500 | ||||
Restricted Stock [Member] | Share-based Compensation Award, Tranche Two [Member] | |||||
Class of Stock [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 275,000 | ||||
Restricted Stock [Member] | Share-based Compensation Award, Tranche Three [Member] | |||||
Class of Stock [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 137,500 | ||||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, Shares Authorized | 11,500,000 | 11,500,000 | 11,500,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Convertible Price Per Shares | $ / shares | $ 4.75 | ||||
Series B Preferred Stock [Member] | Private Placement [Member] | |||||
Class of Stock [Line Items] | |||||
Sock Issued During Period Preferred Stock, Shares | 11,368,633 | ||||
Shares Issued, Price Per Share | $ / shares | $ 4.75 |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details) - Employee Stock Option [Member] $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | |
Shares Under Option | ||
Outstanding, beginning balance | shares | 2,693,237 | |
Granted | shares | 2,264,983 | |
Exercised | shares | (37,066) | |
Expired/Forfeited | shares | (650,165) | |
Outstanding, ending balance | shares | 4,270,989 | 2,693,237 |
Exercisable | shares | 1,865,205 | |
Weighted Average Exercise Price | ||
Outstanding, beginning balance | $ / shares | $ 8.12 | |
Granted | $ / shares | 5.71 | |
Exercised | $ / shares | 6.4 | |
Expired/Forfeited | $ / shares | 8.44 | |
Outstanding, ending balance | $ / shares | 6.75 | $ 8.12 |
Exercisable | $ / shares | $ 7.19 | |
Weighted Average Remaining Contractual Life | ||
Outstanding | 9 years 22 days | 8 years 7 days |
Granted | 9 years 10 months 24 days | |
Expired/Forfeited | 0 years | |
Exercisable | 8 years 4 months 17 days | |
Aggregate Intrinsic Value | ||
Outstanding, beginning balance | $ | $ 2,347 | |
Granted | $ | 5,417 | |
Expired/Forfeited | $ | 0 | |
Outstanding, ending balance | $ | 7,688 | $ 2,347 |
Exercisable | $ | $ 3,228 |
STOCK OPTIONS AND WARRANTS (D33
STOCK OPTIONS AND WARRANTS (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 4,500 | $ 1,300 | $ 6,100 | $ 2,300 |
Proceeds from Warrant Exercises | 621 | $ 7,975 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 13,700 | $ 13,700 | ||
Warrant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 128,500 | 248,500 | ||
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,264,983 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 12,700 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 199.00% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.37% | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 years |
LICENSES AND COMMITMENTS (Detai
LICENSES AND COMMITMENTS (Details) $ in Thousands | Jun. 30, 2016USD ($) |
2016 (remaining) | $ 76 |
2,017 | 610 |
2,018 | 628 |
2,019 | 647 |
2,020 | 495 |
2,021 | 169 |
Total | $ 2,625 |
LICENSES AND COMMITMENTS (Det35
LICENSES AND COMMITMENTS (Details Textual) | Aug. 04, 2016USD ($)ft² | Jun. 30, 2016USD ($)a | Jun. 30, 2015USD ($) |
License And Commitments [Line Items] | |||
License Costs | $ 900,000 | $ 1,400,000 | |
Operating Leases, Future Minimum Payments Due, Total | 2,625,000 | ||
Subsequent Event [Member] | |||
License And Commitments [Line Items] | |||
Area of Land | ft² | 8,733 | ||
Lease Expiration Term | 54 months | ||
Operating Leases, Future Minimum Payments Due, Total | $ 2,100,000 | ||
License and Research Agreements [Member] | |||
License And Commitments [Line Items] | |||
Contractual Obligation, Due in Next Fiscal Year | $ 1,700,000 | ||
Tampa Lease [Member] | |||
License And Commitments [Line Items] | |||
Area of Land | a | 5,200 | ||
Operating Leases, Rent Expense | $ 10,443 | ||
Percentage Of Increase In Lease Rent | 3.00% |
LEGAL PROCEEDINGS (Details Text
LEGAL PROCEEDINGS (Details Textual) | Jun. 03, 2016USD ($) | Nov. 30, 2012USD ($) | Jun. 30, 2012USD ($) | Jun. 30, 2016USD ($) | Apr. 08, 2016USD ($) |
Loss Contingency, Damages Sought, Value | $ 500,000 | ||||
Minimum [Member] | |||||
Loss Contingency, Estimate of Possible Loss | $ 1,500,000 | ||||
Solomon Capital, LLC [Member] | |||||
Proceeds from Related Party Debt | $ 170,000 | $ 52,850 | |||
Debt Instrument, Convertible, Number of Equity Instruments | 111,425 | ||||
Commercial Paper [Member] | Solomon Capital, LLC [Member] | |||||
Debt Instrument, Face Amount | $ 222,850 |
CONTINENGIES (Details Textual)
CONTINENGIES (Details Textual) - shares | Mar. 11, 2016 | Jun. 30, 2016 | Jun. 30, 2016 |
Loss Contingencies [Line Items] | |||
Shares Sold Under Ineffective Registration | 128,500 | ||
Warrant [Member] | |||
Loss Contingencies [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 128,500 | 248,500 |