Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 09, 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 | Fortress Biotech, Inc. | |
Entity Central Index Key | 1,429,260 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | FBIO | |
Entity Common Stock, Shares Outstanding | 48,668,630 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 71,336 | $ 98,182 |
Accounts receivable | 967 | 0 |
Inventory | 100 | 0 |
Other receivables - related party | 2,570 | 156 |
Prepaid expenses and other current assets | 1,579 | 1,599 |
Total current assets | 76,552 | 99,937 |
Property and equipment, net (Note 3) | 4,535 | 309 |
Restricted cash | 14,586 | 14,586 |
Long-term investments, at fair value (Note 4) | 766 | 2,485 |
Intangible asset - license (Note 7) | 1,579 | 1,250 |
Other assets | 44 | 43 |
Total assets | 98,062 | 118,610 |
Current liabilities | ||
Accounts payable | 5,126 | 1,868 |
Accrued expenses | 8,883 | 8,570 |
Interest payable | 26 | 27 |
Derivative liabilities (Note 4) | 302 | 114 |
Total current liabilities | 14,337 | 10,579 |
Notes payable, long-term (net of debt discount of $412 and $835 at June 30, 2016 and December 31, 2015, respectively) | 20,805 | 23,174 |
Convertible note, at fair value | 1,000 | 0 |
Other long-term liabilities | 3,706 | 584 |
Total liabilities | 39,848 | 34,337 |
Commitments and contingencies | ||
Stockholders' equity | ||
Common Stock, $.001 par value, 100,000,000 shares authorized, 48,668,630 and 47,147,032 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively | 49 | 47 |
Additional paid-in-capital | 250,127 | 246,955 |
Accumulated deficit | (214,839) | (190,156) |
Total stockholders' equity attributed to the Company | 35,337 | 56,846 |
Non-controlling interests (Note 10) | 22,877 | 27,427 |
Total stockholders' equity | 58,214 | 84,273 |
Total liabilities and stockholders' equity | 98,062 | 118,610 |
Series C Convertible Preferred Stock [Member] | ||
Stockholders' equity | ||
Convertible Preferred stock, $.001 par value, 129,767 Series C shares authorized, 0 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively | $ 0 | $ 0 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Discount | $ 412 | $ 835 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 48,668,630 | 47,147,032 |
Common Stock, shares outstanding | 48,668,630 | 47,147,032 |
Series C Convertible Preferred Stock [Member] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 129,767 | 129,767 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Product revenue, net | $ 981 | $ 0 | $ 1,364 | $ 0 |
Revenue - from a related party | 1,249 | 0 | 1,526 | 500 |
Total revenue | 2,230 | 0 | 2,890 | 500 |
Cost of goods sold - product revenue | 324 | 0 | 324 | 0 |
Gross margin | 1,906 | 0 | 2,566 | 500 |
Operating expenses | ||||
Research and development | 6,347 | 2,411 | 14,100 | 4,066 |
Research and development - licenses acquired | 2,060 | 1,548 | 2,143 | 8,987 |
General and administrative | 8,635 | 3,803 | 16,550 | 7,280 |
Total operating expenses | 17,042 | 7,762 | 32,793 | 20,333 |
Loss from operations | (15,136) | (7,762) | (30,227) | (19,833) |
Other income (expenses) | ||||
Interest income | 77 | 74 | 152 | 156 |
Interest expense and financing fees | (529) | (352) | (1,149) | (683) |
Change in fair value of derivative liabilities | 0 | 0 | (89) | 0 |
Change in fair value of investments | (801) | 1,622 | (1,719) | 1,407 |
Total other income (expenses) | (1,253) | 1,344 | (2,805) | 880 |
Net loss | (16,389) | (6,418) | (33,032) | (18,953) |
Less: net loss attributable to non-controlling interests | 3,911 | 243 | 8,349 | 722 |
Net loss attributable to common stockholders | $ (12,478) | $ (6,175) | $ (24,683) | $ (18,231) |
Basic and diluted net loss per common share | $ (0.31) | $ (0.16) | $ (0.62) | $ (0.47) |
Weighted average common shares outstandingbasic and diluted | 39,867,724 | 39,119,606 | 39,762,956 | 38,848,660 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (33,032,000) | $ (18,953,000) |
Reconciliation of net loss to net cash used in operating activities: | ||
Depreciation expense | 74,000 | 11,000 |
Noncash interest expense | 0 | 167,000 |
Amortization of debt discount | 423,000 | 84,000 |
Amortization of product revenue license fee | 21,000 | 0 |
Stock-based compensation expense | 5,889,000 | 3,395,000 |
Issuance of subsidiaries' common shares for license expenses | 48,000 | 0 |
Financing fees on Helocyte Convertible Note, at fair value | 249,000 | 0 |
Change in fair value of investments | 1,719,000 | (1,407,000) |
Change in fair value of derivative liabilities | 89,000 | 0 |
Research and development-licenses acquired, expense | 2,095,000 | 8,629,000 |
Unrealized loss on marketable securities | 0 | 2,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (967,000) | 0 |
Inventory | (100,000) | 0 |
Other receivables - related party | (2,414,000) | (42,000) |
Prepaid expenses and other current assets | 195,000 | (253,000) |
Accounts payable and accrued expenses | 3,571,000 | 920,000 |
Interest payable | (1,000) | (2,000) |
Other long-term liabilities | 3,122,000 | (624,000) |
Net cash used in operating activities | (19,019,000) | (8,073,000) |
Cash Flows from Investing Activities: | ||
Purchase of research and development licenses | (2,095,000) | (8,629,000) |
Purchase of property and equipment | (4,300,000) | (49,000) |
Purchase of license | (350,000) | (1,250,000) |
Security deposits collected | (1,000) | 0 |
Investment in Origo Acquisition Corp. | (175,000) | (108,000) |
Net cash used in investing activities | (6,921,000) | (10,036,000) |
Cash Flows from Financing Activities: | ||
Proceeds from exercise of stock options | 0 | 216,000 |
Proceeds from issuance of common stock under ESPP | 81,000 | 26,000 |
Proceeds from subsidiary's offering | 570,000 | 0 |
Proceeds from at-the-market offering | 434,000 | 0 |
Payment of cost related to at-the-market offering | (49,000) | 0 |
Payment of NSC note | (2,792,000) | 0 |
Proceeds from NSC note | 0 | 10,000,000 |
Payment of debt issuance costs associated with NSC Note | 0 | (855,000) |
Proceeds from Helocyte Convertible Note | 1,000,000 | 0 |
Payment of debt issuance costs associated with Helocyte Convertible Note | (150,000) | 0 |
Net cash (used in) provided by financing activities | (906,000) | 9,387,000 |
Net decrease in cash and cash equivalents | (26,846,000) | (8,722,000) |
Cash and cash equivalents at beginning of period | 98,182,000 | 49,759,000 |
Cash and cash equivalents at end of period | 71,336,000 | 41,037,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 158,000 | 80,000 |
Supplemental disclosure of non-cash financing and investing activities: | ||
Issuance of restricted stock | 2,000 | 1,000 |
Issuance of subsidiaries common shares for license | 48,000 | 0 |
Issuance of warrants in connection with the Helocyte Convertible Note | $ 99,000 | $ 0 |
Organization and Description of
Organization and Description of Business | 6 Months Ended |
Jun. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | 1. Organization and Description of Business Fortress Biotech, Inc. (“Fortress” or the “Company”) is a biopharmaceutical company dedicated to acquiring, developing and commercializing novel pharmaceutical and biotechnology products. Fortress plans to continue to develop and commercialize products both within Fortress and its subsidiaries, also referred to herein as the “Fortress Companies”. In addition to its internal development programs, the Company plans to leverage its biopharmaceutical business expertise and drug development capabilities to help the Fortress Companies innovate, develop and commercialize products. Additionally, the Company will provide funding and management services to each of the Fortress Companies and, from time to time, the Company and the Fortress Companies will seek licensing, acquisitions, partnerships, joint ventures and/or public and private financings to accelerate and provide additional funding to support their research and development programs. As of June 30, 2016, the Company has several consolidated Fortress Companies, which contain product licenses, including Avenue Therapeutics, Inc. (“Avenue”), Journey Medical Corporation (“JMC”), Coronado SO Co. (“Coronado SO”), Checkpoint Therapeutics, Inc. (“Checkpoint”), Mustang Bio, Inc. (“Mustang”), Helocyte, Inc. (“Helocyte”), Escala Therapeutics, Inc. (“Escala”) and other consolidated Fortress subsidiaries which have minimal activity, including Innmune Limited, CB Securities Corporation (holds investments classified as cash and cash equivalents in 2016 and 2015), and Cyprium Therapeutics, Inc. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the unaudited condensed consolidated financial statements have read or have access to the audited consolidated financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K, which was filed with the United States Securities and Exchange Commission (“SEC”) on March 15, 2016, from which the Company derived the balance sheet data at December 31, 2015. The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries: Innmune Limited, Coronado SO, Cyprium Therapeutics, Inc., Escala, JMC, CB Securities Corporation, Avenue, Checkpoint, Mustang and Helocyte. All intercompany balances and transactions have been eliminated. The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with 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 unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. The Company’s unaudited condensed consolidated financial statements include certain amounts that are based on management’s best estimates and judgments. The Company’s significant estimates include, but are not limited to, useful lives assigned to long-lived assets, fair value measurements, stock-based compensation, common stock issued to acquire licenses, investments, accrued expenses, provisions for income taxes and contingencies. Due to the uncertainty inherent in such estimates, actual results may differ from these estimates. Fair Value Measurement The Company follows accounting guidance on fair value measurements for financial assets and liabilities measured at fair value on a recurring basis. Under the accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires that fair value measurements be classified and disclosed in one of the following three categories: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. Certain of the Company’s financial instruments are not measured at fair value on a recurring basis, but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as accounts payable, accrued expenses and other current liabilities. The carrying value of the amount owed to Ovamed GmbH (“Ovamed”) upon the acquisition of certain manufacturing rights in December 2012 under the amendment to the Company’s sublicense agreement with Ovamed has been recorded at its net present value, which approximates its fair value. The amounts due to Ovamed are included in current liabilities at June 30, 2016 and at December 31, 2015 on the Condensed Consolidated Balance Sheets (see Note 9). Effective April 1, 2016, consistent with the increase in JMC’s operations, the Company now operates in two operating and reportable segments, Dermatology Product Sales and Pharmaceutical and Biotechnology Product Development. The chief operating decision-maker (“CODM”) is the Company’s Chief Executive Officer. There are no significant inter-segment sales. The Company evaluates the performance of each segment based on operating profit or loss. There is no inter-segment allocation of interest expense and income taxes. The Company considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at June 30, 2016 and at December 31, 2015 consisted of cash, money market funds and certificates of deposit in institutions in the United States. Balances at certain institutions have exceeded Federal Deposit Insurance Corporation insured limits and U.S. government agency securities. Office equipment is recorded at cost and depreciated using the straight-line method over the estimated useful life of each asset. Leasehold improvements are amortized over the shorter of the estimated useful lives or the term of the respective leases. The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. The Company records cash held in trust or pledged to secure certain debt obligations as restricted cash. As of June 30, 2016, the Company has $ 14.6 14.0 0.6 Inventories comprise finished goods, which are valued at the lower of cost or market, on a first-in, first-out basis. The Company evaluates the carrying value of inventories on a regular basis, taking into account anticipated future sales compared with quantities on hand, and the remaining shelf life of goods on hand. Accounts receivable consists of amounts due to the Company for product sales from JMC. The Company’s accounts receivable reflects discounts for early payment and for product returns. The Company elects the fair value option for its long-term investments at fair value (see Note 4). The decision to elect the fair value option, which is irrevocable once elected, is determined on an instrument-by-instrument basis and applied to an entire instrument. The net gains or losses, if any, on an investment for which the fair value option has been elected are recognized as a change in fair value of investments on the Condensed Consolidated Statements of Operations. The Company has various processes and controls in place to ensure that fair value is reasonably estimated. While the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. As permitted under the Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) 825, Financial Instruments, The Company classifies as liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The fair value of warrants that include price protection reset provision features are deemed to be “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815 “Derivatives and Hedges”, since “down-round protection” is not an input into the calculation of the fair value of warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815. The accounting treatment of derivative financial instruments requires that the Company record the warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Company assessed the classification of warrants (the “June 2016 Warrants”) issued, in connection with the Helocyte convertible note financing in June 2016, and determined that the June 2016 Warrants met the criteria for liability classification. Accordingly, the Company classified the June 2016 Warrants as a liability at their fair value and adjusts the instruments to fair value at each balance sheet date until the warrants are exercised or expired. Any change in the fair value of the June 2016 Warrants is recognized as “change in the fair value of warrant liabilities” in the Condensed Consolidated The Company issues complex financial instruments which include both equity and debt features. The Company analyzes each instrument under FASB ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging Debt In accordance with FASB No. ASC 815, the Company classified the fair value of the warrants granted in connection with the NSC Note transferred to Avenue effective February 2015 (the “Contingently Issuable Warrants”) The Company records the costs of acquired product distribution license rights as intangible asset-licenses in the Condensed Consolidated Balance Sheets. Upon commencement of product sales, license rights associated with those sales are amortized over the expected life of the product into product expense in the Condensed Consolidated Statements of Operations. As of June 30, 2016, product sales related to certain of the Company’s intangible asset licenses commenced and the Company commenced amortization of those licenses (see Note 7). Financing costs incurred in connection with the promissory note for $ 15.0 The Company recognizes revenue for the performance of services or the shipment of products when each of the following four criteria is met: (i) persuasive evidence of an arrangement exists; (ii) products are delivered or services are rendered; (iii) the sales price is fixed or determinable; and (iv) collectability is reasonably assured. Reimbursement Arrangements and Collaborative Arrangements Checkpoint is reimbursed by TG Therapeutics, Inc. (“TGTX”), a related party, for TGTX’s share of the cost of the license and product research and development under their collaboration agreement. The gross amount of these reimbursed costs is reported as revenue in the Condensed Consolidated Statements of Operations, since the Company acts as a principal, bears credit risk and may perform part of the services required in the transactions. Consistent with ASC 605-45, Revenue Recognition - Principal Agent Considerations The Company follows ASC 605-25, Revenue Recognition - Multiple-Element Arrangements Collaborative Arrangements ASC 605-25 provides guidance relating to the separability of deliverables included in an arrangement into different units of accounting and the allocation of arrangement consideration to the units of accounting. The evaluation of multiple-element arrangements requires management to make judgments about (i) the identification of deliverables, (ii) whether such deliverables are separable from the other aspects of the contractual relationship, (iii) the estimated selling price of each deliverable, and (iv) the expected period of performance for each deliverable. To determine the units of accounting under a multiple-element arrangement, management evaluates certain separation criteria, including whether the deliverables have stand-alone value, based on the relevant facts and circumstances for each arrangement. Management then estimates the selling price for each unit of accounting and allocates the arrangement consideration to each unit utilizing the relative selling price method. The allocated consideration for each unit of accounting is recognized over the related obligation period in accordance with the applicable revenue recognition criteria. If there are deliverables in an arrangement that are not separable from other aspects of the contractual relationship, they are treated as a combined unit of accounting, with the allocated revenue for the combined unit recognized in a manner consistent with the revenue recognition applicable to the final deliverable in the combined unit. Payments received prior to satisfying the relevant revenue recognition criteria are recorded as deferred revenue in the Condensed Consolidated Balance Sheets and recognized as revenue in the Condensed Consolidated Statements of Operations when the related revenue recognition criteria are met. Revenue Recognition Milestone Method The Company follows ASC 605-28, Revenue RecognitionMilestone Method JMC Product Revenue JMC sells its products directly to wholesalers and specialty pharmacies. JMC recognizes product sales revenue when delivery has occurred, collectability is reasonably assured, and the price to the buyer is fixed or determinable, (in accordance with the specific contractual terms). Delivery occurs when title has transferred to the customer, and the customer has assumed the risks and rewards of ownership. Revenue from product sales is recognized net of provisions for estimated cash discounts, allowances, returns, rebates, chargebacks and distribution fees paid to certain of JMC’s wholesale customers. JMC establishes these provisions concurrently with the recognition of product sales revenue. JMC offers cash discounts for prompt payment and allowances are recorded at the time of sale. JMC allows customers to return product within a specified period of time before and after its expiration date. Provisions for returns are estimated based on historical levels for like products from external data sources, taking into account additional available information such as historical return and exchange levels, and inventory levels in the wholesale distribution channel through its partners. Although the company has limited history with these product sales, the Company believes based on its current level of sales that it can make reasonable estimates of returns based upon external data sources. JMC reviews its methodology and adequacy of the provision for returns on a quarterly basis, adjusting for changes in assumptions, historical internal and external results and business practices, as necessary. JMC’s co-promotion revenue for Dermasorb HC is based upon prescription volume over an established baseline. Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Upfront and milestone payments due to third parties that perform research and development services on the Company’s behalf will be expensed as services are rendered or when the milestone is achieved. Research and development costs primarily consist of personnel related expenses, including salaries, benefits, travel, and other related expenses, stock-based compensation, payments made to third parties for license and milestone costs related to in-licensed products and technology, payments made to third party contract research organizations for preclinical and clinical studies, investigative sites for clinical trials, consultants, the cost of acquiring and manufacturing clinical trial materials, and costs associated with regulatory filings, laboratory costs and other supplies. In accordance with ASC 730-10-25-1, Research and Development The Company records accruals for contingencies and legal proceedings expected to be incurred in connection with a loss contingency when it is probable that a liability has been incurred and the amount can be reasonably estimated. If a loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. The Company expenses stock-based compensation to employees over the requisite service period based on the estimated grant-date fair value of the awards and forfeiture rates. For stock-based compensation awards to non-employees, the Company remeasures the fair value of the non-employee awards at each reporting period prior to vesting and finally at the vesting date of the award. Changes in the estimated fair value of these non-employee awards are recognized as compensation expense in the period of change. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax effects attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company establishes a valuation allowance if management believes it is more likely than not that the deferred tax assets will not be recovered based on an evaluation of objective verifiable evidence. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50 Non-controlling interests in consolidated entities represent the component of equity in consolidated entities held by third parties. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests (see Note 10). The Company’s comprehensive loss is equal to its net loss for all periods presented. In January 2016, FASB issued Accounting Standards Update (“ASU”) No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting (“ASU No. 2016-09”) . Under ASU 2016-09, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (“APIC”). Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement and the APIC pools will be eliminated. In addition, ASU No. 2016-09 eliminates the requirement that excess tax benefits be realized before companies can recognize them. ASU No. 2016-09 also requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. Furthermore, ASU No. 2016-09 will increase the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employer’s statutory income tax withholding obligation. An employer with a statutory income tax withholding obligation will now be allowed to withhold shares with a fair value up to the amount of taxes owed using the maximum statutory tax rate in the employee’s applicable jurisdiction(s). ASU No. 2016-09 requires a company to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on the statement of cash flows. Under current GAAP, it was not specified how these cash flows should be classified. In addition, companies will now have to elect whether to account for forfeitures on share-based payments by (1) recognizing forfeitures of awards as they occur or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. These aspects of ASU No. 2016-09 are effective for reporting periods beginning after December 15, 2016, with early adoption permitted provided that all of the guidance is adopted in the same period. The Company is currently evaluating the impact of ASU No. 2016-09 on the condensed consolidated financial statements and related disclosures. In April 2016, the FASB issued ASU Revenue from Contracts with Customer (“ASU No. 2016-10”) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment June 30, December 31, ($ in thousands) Useful Life (Years) 2016 2015 Computer equipment 3 $ 431 $ 13 Furniture and fixtures 5 675 69 Leasehold improvements 5 164 21 Construction in progress (1) N/A 3,407 274 Total property and equipment 4,677 377 Less: Accumulated depreciation (142) (68) Property and equipment, net $ 4,535 $ 309 (1) For build-out of the Company's new office in New York, NY. Depreciation expense for the three months ended June 30, 2016 and 2015 was approximately $ 82,000 5,000 Depreciation expense for the six months ended June 30, 2016 and 2015 was approximately $ 86,000 11,000 In January 2016, the Company wrote off approximately $ 12,000 th |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as accounts payable, accrued expenses and other current liabilities. Laser Device for Treatment of Migraine Headache On March 17, 2014, the Company invested $ 250,000 35 13,409,962 in the third-party company 83 16,091,954 250,000 Origo Acquisition Corporation (formerly CB Pharma Acquisition Corporation) On June 10, 2016 CB Pharma Acquisition Corp (“CB Pharma”) held an extraordinary general meeting of shareholders (the “Meeting”). At the Meeting, the shareholders approved each of the following items: (i) an amendment to the CB Pharma’s Amended and Restated Memorandum and Articles of Association (the “Charter”) to extend the date by which CB Pharma has to consummate a business combination from June 12, 2016 to December 12, 2016 (the “Extension”), (ii) an amendment to the Charter to allow the holders of the CB Pharma’s ordinary shares issued in the their initial public offering to elect to convert their shares into their pro rata portion of the funds held in trust, if the Extension is approved, and (iii) the change of CB Pharma’s name from “CB Pharma Acquisition Corp.” to “Origo Acquisition Corporation” (“Origo”). In connection with the Meeting the Company transferred 1,050,000 The Company retained ownership 265,000 As of June 30, 2016, the Company valued its investment in Origo, a publicly traded company, utilizing the following assumptions: probability of a successful business combination of 34.83%, and no dividend rate, which yielded an underlying value of $ 5.47 25.6 1.01 11.50 0.55 0.13 34.83 1.91 0.19 0.05 1.7 $ 25,000 0.5 42.6 0.3 NSC Warrant Pursuant to the Amended NSC Note (see Note 8), if a Fortress Company has the proceeds of the NSC Note transferred to it, such Fortress Company will issue a note to NSC and NSC will also receive a warrant to purchase a number of shares of the Fortress Company’s stock equal to 25 10 Derivatives and Hedging 3.0 June 30, Risk-free interest rate 1.78 % Expected dividend yield - % Expected term in years 9.59 Expected volatility 83.00 % Probability of issuance of the warrant 45.00 % Warrant liabilities The fair value of Helocyte’s warrant liability was measured at fair value using a Monte Carlo simulation valuation methodology. June 30, Risk-free interest rate 1.01 % Expected dividend yield - % Expected term in years 5.00 Expected volatility 89.20 % Strike price $ 0.43 Convertible Notes at Fair Value Helocyte’s convertible debt is measured at fair value using the Monte Carlo simulation valuation methodology. At June 30, 2016, the fair value equaled the proceeds received. A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the convertible debt that is categorized within Level 3 of the fair value hierarchy for the three and six months ended June 30, 2016 is as follows: June 30, Risk-free interest rate 1.01 % Expected dividend yield - % Expected term in years 1.50 Expected volatility 72.00 % Probability of conversion 31.88 % Fair Value Measurement as of June 30, 2016 ($ in thousands) Level 1 Level 2 Level 3 Total Assets Long-term investments, at fair value $ - $ - $ 766 $ 766 Liabilities Contingently issuable warrants $ - $ - $ 203 $ 203 Warrant liabilities 99 99 Helocyte convertible note, at fair value - - 1,000 1,000 Fair Value Measurement as of December 31, 2015 ($ in thousands) Level 1 Level 2 Level 3 Total Assets Long-term investments, at fair value $ - $ - $ 2,485 $ 2,485 Liabilities Derivative warrant liability $ - $ - $ 114 $ 114 ($ in thousands) Investment in Investment Contingently Helocyte Warrant Total Balance at December 31, 2015 $ 2,235 $ 250 $ 114 $ - $ - $ 2,599 Additions during the period - - - 1,000 99 1,099 Change in fair value of investments (1,719) - - - (1,719) Fair value adjustment of Contingently Issuable Warrants - - 89 - - 89 Balance at June 30, 2016 $ 516 $ 250 $ 203 $ 1,000 $ 99 $ 2,068 ($ in thousands) Investment in Investment in Contingently Helocyte Total Balance at December 31, 2014 $ 3,910 $ 250 $ - $ - $ 4,160 Change in fair value of investments 1,407 - - - 1,407 Fair value adjustment of Contingently Issuable Warrants - - - - - Balance at June 30, 2015 $ 5,317 $ 250 $ - $ - $ 5,567 For the six months ended June 30, 2016 and 2015, no transfers occurred between Level 1, Level 2 and Level 3 instruments. |
Licenses Acquired
Licenses Acquired | 6 Months Ended |
Jun. 30, 2016 | |
Licenses Acquired [Abstract] | |
Licenses Acquired | 5. Licenses Acquired In accordance with ASC No. 730-10-25-1, Research and Development For the Three Months Ended June 30, For the Six Months Ended June 30, ($ in thousands) 2016 2015 2016 2015 Fortress Companies: Avenue $ - $ 1,000 $ - $ 3,000 Checkpoint 2,060 33 2,060 2,033 Coronado SO - 428 - 1,607 Helocyte - 200 83 200 Mustang - (113) - 2,147 Total $ 2,060 $ 1,548 $ 2,143 $ 8,987 Avenue Therapeutics, Inc. License Agreement with Revogenex Ireland Ltd In February 2015, the Company purchased an exclusive license to IV Tramadol for the U.S. market from Revogenex, a privately held company in Dublin, Ireland. Fortress made an upfront payment of $ 2.0 research and development-licenses acquired 1.0 The Company transferred the Revogenex license and all other rights and obligations of Fortress under the License Agreement to Avenue pursuant to the Founders Agreement effective as of February 17, 2015. Per the terms of the agreement, Avenue assumed $ 3.0 During the six months ended June 30, 2016, Avenue completed a pharmacokinetics or PK study for IV Tramadol in healthy volunteers and completed an End-of-Phase 2 (EOP) meeting with the U.S. Food and Drug Administration (the “FDA”). Checkpoint Therapeutics, Inc. License Agreement with Dana-Farber Cancer Institute In March 2015, Checkpoint entered into an exclusive license agreement with Dana-Farber Cancer Institute (“Dana-Farber”) to develop a portfolio of fully human immuno-oncology targeted antibodies. The portfolio of antibodies licensed from Dana-Farber include antibodies targeting PD-L1, GITR and CAIX. Under the terms of the agreement, Checkpoint paid Dana-Farber an up-front licensing fee of $ 1.0 500,000 32,500 0.065 21.5 60.0 In connection with the license agreement with Dana-Farber, Checkpoint entered into a collaboration agreement with TGTX, a related party, to develop and commercialize the Anti-PD-L1 and Anti-GITR antibody research programs in the field of hematological malignancies, while the Company retains the right to develop and commercialize these antibodies in the field of solid tumors. Michael Weiss, Executive Chairman of the Board of Directors of Checkpoint and the Company’s Executive Vice Chairman, Strategic Development, is also the Executive Chairman, Interim President and Chief Executive Officer and a stockholder of TGTX. Under the terms of the agreement, TGTX paid Checkpoint $ 0.5 21.5 7.0 14.5 60.0 3,000 0 20,000 500,000 NeuPharma, Inc. In March, 2015, Checkpoint entered into an exclusive license agreement with NeuPharma, Inc. (“NeuPharma”) to develop and commercialize novel irreversible, 3rd generation epidermal growth factor receptor (“EGFR”) inhibitors including CK-101, on a worldwide basis (other than certain Asian countries). On the same date, the Company and Checkpoint entered into a Founders Agreement pursuant to which the Company assigned all of its right and interest in the EGFR inhibitors to Checkpoint in exchange for certain consideration (see Note 13). Under the terms of the agreement, Checkpoint paid NeuPharma an up-front licensing fee of $ 1.0 40.0 22.5 40.0 In July 2016, Checkpoint submitted an IND application to the FDA for its EGFR inhibitor, and the application is currently under review. In connection with the license agreement with NeuPharma, in March 2015 Checkpoint entered into an option agreement with TGTX, a related party, for a global collaboration for the future development of certain licensed compounds. The option was extended on July 8, 2016 for an additional 176 days, to December 31, 2016. Also in connection with the license agreement with NeuPharma, Checkpoint entered into a Sponsored Research Agreement with NeuPharma for certain research and development activities. Effective January 11, 2016, TGTX, a related party, agreed to assume all costs associated with this agreement and reimbursed Checkpoint for costs previously paid by Checkpoint and Checkpoint recognized $ 221,000 481,000 Teva Pharmaceutical Industries Ltd. (through its subsidiary, Cephalon, Inc.) In December 2015, the Company entered into a license agreement with Teva Pharmaceutical Industries Ltd. through its subsidiary, Cephalon, Inc. (“Cephalon”), which agreement was assigned to Checkpoint by the Company on the same date pursuant to the Founders Agreement (see Note 13). Under the terms of the license agreement, Checkpoint obtained an exclusive, worldwide license to Cephalon’s patents relating to CEP-8983 and its small molecule prodrug, CEP-9722, a PARP inhibitor, which Checkpoint now refers to as CK-102. Checkpoint paid Cephalon an up-front licensing fee of $ 0.5 220.0 206.5 currently developing a clinical program for its PARP inhibitor, which it expects to commence in the next six to twelve months. Jubilant Biosys Limited In May 2016, Checkpoint entered into a License Agreement with Jubilant Biosys Limited (“Jubilant”), whereby Checkpoint obtained an exclusive, worldwide license (the “Jubilant License”) to Jubilant’s family of patents covering compounds that inhibit BRD4, a member of the BET domain for cancer treatment, which Checkpoint refers to as CK-103. Under the terms of the Jubilant License, Checkpoint paid Jubilant an up-front licensing fee of $ 2.0 89.0 59.5 89.0 Checkpoint plans to submit an IND application for its BET inhibitor in 2017. 2.0 research and development-licenses acquired In connection with the Jubilant License, Checkpoint entered into a sublicense agreement with TGTX (the “Sublicense Agreement”) 1.0 87.5 0.3 25.5 61.7 89.0 1.0 Coronado SO Company License Agreement In February 2015, Coronado SO entered into an exclusive license agreement with a third party for a topical product used in the treatment of hand-foot syndrome, a common painful side effect of chemotherapeutics. Coronado SO paid $ 0.9 150,000 0.5 10.7 26.2 The Company valued the stock grant to the third party utilizing a discounted cash flow model to determine the weighted market value of invested capital, discounted by a lack of marketability of 44.8 30 1.19 Helocyte, Inc. License Agreement with the City of Hope In March 2016, Helocyte entered into amended and restated license agreements for each of its PepVax and Triplex immunotherapies programs with its licensor City of Hope National Medical Center (“COH”). The amended and restated licenses expand the intellectual property and other rights granted to Helocyte by COH in the original license agreement. The financial terms of the original license have not been modified, and if Helocyte successfully develops and commercializes PepVax and Triplex, COH will receive milestones, royalties and other payments. Helocyte entered into the original license agreement with COH on March 31, 2015, to secure: (i) an exclusive worldwide license for two immunotherapies for CMV control in the post-transplant setting (known as Triplex and PepVax); and (ii) an option for an exclusive worldwide license to an immunotherapy for the prevention of congenital CMV (known as Pentamer). In consideration for the license and option, Helocyte made an upfront payment 155,000 50,000 1.5 13.0 9.0 26.0 0.75 5.5 26.0 0.75 As further consideration for the licenses, in March and May 2016, Helocyte granted COH 500,000 8,333 44.5 30 0.097 48,500 License Option In February 2016, Helocyte entered into an option agreement for $ 35,000 for certain cell therapies. The option expires on October 1, 2016 . The Company recorded a charge of $ 35,000 Escala Therapeutics, Inc. On July 16, 2015, Escala acquired from New Zealand Pharmaceuticals Limited (“NZP”) a license from the National Institute of Health (“NIH”) and cooperative research and development agreements for the development of oral ManNAc, a key compound in the sialic biosynthetic pathway, for the treatment of hyposialylation disorders, including GNE myopathy and various forms of nephropathy. As part of this agreement, Escala provided NZP and NIH an upfront payment of approximately $ 1.3 0.7 0.6 Seven milestones totaling approximately $ 22.6 7.0 Mustang Bio, Inc. License Agreement with the City of Hope In March 2015, Mustang entered into an exclusive license agreement with COH to acquire intellectual property rights pertaining to CAR-T. Pursuant to the agreement, Mustang paid COH an upfront fee of $ 2.0 research and development-licenses acquired expenses 1.0 10 2.0 14.5 1.0 The Company valued the stock grant to COH utilizing a discounted cash flow model to determine the weighted market value of invested capital, discounted by a lack of marketability of 44.8 30 0.147 0.1 |
Milestones and Sponsored Resear
Milestones and Sponsored Research Agreements | 6 Months Ended |
Jun. 30, 2016 | |
Research and Development [Abstract] | |
Research, Development, and Computer Software Disclosure | Helocyte In March 2016, Helocyte entered into an Investigator-Initiated Clinical Research Support Agreement with the COH, to support a Phase 2 clinical study of its PepVax immunotherapy for CMV control in allogeneic stem cell transplant recipients. The Phase 2 study is additionally supported by grants from the National Cancer Institute. Under the terms of the agreement, Helocyte made an upfront payment to COH of $ 1.0 2.0 In February 2016, Helocyte entered into an Investigator-Initiated Clinical Research Support Agreement with the COH, to support a Phase 2 clinical study of its Triplex immunotherapy for CMV control in allogeneic stem cell transplant recipients. The Phase 2 study is additionally supported by grants from the National Cancer Institute. Under the terms of the agreement, Helocyte made an upfront payment to COH of $ 1.0 3.4 For the three and six months ended June 30, 2016, Helocyte incurred expense of $ 0 2.0 Mustang In March 2015, in connection with Mustang’s license with COH for the development of CAR-T, Mustang entered into a Sponsored Research Agreement in which Mustang will fund continued research in the amount of $ 2.0 0.5 1.0 CNDO-109 The Company has a license agreement with the University College London Business PLC (“UCLB”) under which the Company received an exclusive, worldwide license to develop and commercialize CNDO-109 to activate NK cells for the treatment of cancer-related and other conditions. In consideration for the license, the Company made upfront payments totaling $ 0.1 22 0.4 3 5 |
Intangible Asset Licenses
Intangible Asset Licenses | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Asset License | 7. Intangible Asset Licenses Journey Medical Corporation In January 2016, JMC entered into a licensing agreement with a third party to distribute its prescription wound cream Luxamend TM 50,000 TM 0.3 21,000 , In March 2015, JMC entered into a license and supply agreement to acquire the rights to distribute a dermatological product for the treatment of acne. JMC made an upfront payment of $ 1.3 |
Debt and Interest
Debt and Interest | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt and Interest | 8. Debt and Interest Debt Long-term debt to IDB, NSC and Helocyte consists of the following as of June 30, 2016 and December 31, 2015: June 30, December 31, ($ in thousands) 2016 2015 Interest rate Maturity IDB Note $ 14,009 $ 14,009 2.25 % Feb - 2017 NSC Note 7,208 10,000 8.00 % Mar - 2018 Helocyte Convertible Note, at fair value 1,000 - 5.00% -8.00 % Dec - 2017 Total notes payable, long-term 22,217 24,009 Less: Discount on notes payable 412 835 Total notes payable, long-term, net $ 21,805 $ 23,174 IDB Note On February 13, 2014, the Company executed a promissory note in favor of IDB in the amount of $ 15.0 14 100,000 100,000 2.25 The obligations of the Company under the IDB Note are collateralized by a security interest in, a general lien upon, and a right of set-off against the Company’s money market account of $ 15.0 The Company will default on the IDB Note if, among other things, it fails to pay outstanding principal or interest when due. Following the occurrence of an event of default under the IDB Note, IDB may: (i) declare the entire outstanding principal balance of the IDB Note, together with all accrued interest and other sums due under the IDB Note, to be immediately due and payable; (ii) exercise its right of setoff against any money, funds, credits or other property of any nature in possession of, under control or custody of, or on deposit with IDB; (iii) terminate the commitments of IDB; and (iv) liquidate the money market account to reduce the Company’s obligations to IDB. Effective March 31, 2015, the Company extended the maturity date of the IDB Note to February 27, 2017. At June 30, 2016, the Company had approximately $ 14.0 NSC Note In March 2015, the Company closed a private placement of a promissory note for $ 10 in favor of National Securities Corporation (“NSC”) 12 8 0.9 notes payable, long-term 12.4 The NSC Note was amended and restated on July 29, 2015 to provide that any time a Fortress subsidiary receives from the Company any proceeds from the NSC Note, the Company may, in its sole discretion, cause the Fortress Company to issue to NSC Biotech Venture Fund I LLC a new promissory note (the “Amended NSC Note”) on identical terms as the NSC Note, giving effect to the passage of time with respect to maturity. The Amended NSC Note will equal the dollar amount of the Fortress Company’s share of the NSC Note and reduce the Company’s obligations under the NSC Note by such amount. The Company will guarantee the Amended NSC Note until the Fortress Company either completes an initial public offering of its securities or raises sufficient equity capital so that it has cash equal to five times the Amended NSC Note. As of June 30, 2016, the Company transferred $ 2.8 3.0 In connection with the transfer of NSC Note proceeds to a Fortress Company, NSC will receive a warrant to purchase the Fortress Company’s stock equal to 25% of the NSC Note proceeds transferred to that Fortress Company divided by the lowest price at which the Fortress Company sells its equity in its first third party financing. The warrants issued will have a term of 10 As of June 30, 2016, Avenue recorded approximately $ 237,000 113,500 In February 2016, Checkpoint repaid its NSC Debt of $ 2.8 324,000 174,000 The Company’s Chairman, President and Chief Executive Officer and the Company’s Executive Vice President, Strategic Development, are Co-Portfolio Managers and Partners of Opus Point Partners Management, LLC (“OPPM”), which owns approximately 4.2 Helocyte Convertible Note On June 30, 2016, Helocyte held the first closing of the sale of convertible promissory notes. Helocyte sold eleven convertible promissory notes to investors for an aggregate of $1.0 million. The notes have an initial term of 18 10 (a) the lowest price per share at which equity securities of Helocyte are sold in such sale less a 33% discount and (b) a per share price based on a pre-offering valuation of $50.0 million divided by the number of common shares outstanding on a fully-diluted basis. (a) a discount to the price per share being paid in the Sale of Helocyte equal to 33% or (b) a conversion price per share based on a pre-sale valuation of $50.0 million divided by the fully-diluted common stock of Helocyte immediately prior to the Sale of Helocyte (excluding the notes). In the first closing, Helocyte realized net proceeds of $ 875,000 100,000 25,000 110 5.0 Due to the complexity and number of embedded features within each convertible note and as permitted under accounting guidance, the Company elected to account for the convertible notes and all the embedded features (collectively, the “hybrid instrument”) under the fair value option (see Note 4). IDB Letters of Credit The Company has several letters of credit (“LOC”) with IDB securing rent deposits for lease facilities totaling approximately $ 1.7 2 For the Three Months For the Six Months ($ in thousands) 2016 2015 2016 2015 IDB Note Interest $ 79 $ 82 $ 159 $ 153 Amortization of fees - 1 1 2 Total IDB Note 79 83 160 155 NSC Debt Interest 144 208 311 279 Amortization of fees 54 61 422 82 Total NSC Debt 198 269 733 361 Ovamed Interest - - - 167 Total Ovamed - - - 167 LOC Fees Interest 3 - 7 - Total LOC 3 - 7 - Helocyte Convertible Note Financing fees 249 - 249 - Total LOC 249 - 249 - Total Interest Expense $ 529 $ 352 $ 1,149 $ 683 |
Accrued Expenses and Other Long
Accrued Expenses and Other Long-Term Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Long-Term Liabilities | 9. Accrued Expenses and Other Long-Term Liabilities June 30, December 31, ($ in thousands) 2016 2015 Accrued expenses: Professional fees $ 650 $ 382 Salaries, bonuses and related benefits 1,566 2,492 Ovamed manufacturing rights - short term component 1,987 1,500 Research and development 1,018 810 Dr. Falk Pharma milestone 2,776 2,717 Accrued royalty and coupons 309 - Lease impairment 146 146 Other 431 523 Total accrued expenses $ 8,883 $ 8,570 Other long-term liabilities: Deferred rent and long-term lease abandonment charge 3,706 584 Total other long-term liabilities $ 3,706 $ 584 |
Non-Controlling Interests
Non-Controlling Interests | 6 Months Ended |
Jun. 30, 2016 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | 10. Non-Controlling Interests As of June 30, 2016 ($ in thousands) Avenue Coronado SO Mustang Checkpoint JMC Helocyte Total NCI equity share $ (559) $ (217) $ (350) $ 33,139 $ (288) $ (499) $ 31,226 Net loss attributed to non-controlling interests (184) (10) (159) (7,513) (229) (254) (8,349) Non-controlling interests in consolidated entities $ (743) $ (227) $ (509) $ 25,626 $ (517) $ (753) $ 22,877 As of December 31, 2015 ($ in thousands) Avenue Coronado SO Mustang Checkpoint JMC Total NCI equity share $ 6 $ 23 $ 14 $ 32,760 $ 79 $ 32,882 Net loss attributed to non-controlling interests (567) (240) (373) (3,855) (420) (5,455) Non-controlling interests in consolidated entities $ (561) $ (217) $ (359) $ 28,905 $ (341) $ 27,427 For the three months ended June 30, 2016 ($ in thousands) Avenue Coronado SO Mustang Checkpoint JMC Helocyte Total Non-controlling interests in loss of consolidated entities $ (76) $ (5) $ (89) $ (3,476) $ (108) $ (157) $ (3,911) Non-controlling ownership 11.5 % 13.0 % 10.0 % 64.3 % 8.1 % 20.4 % For the three months ended June 30, 2015 ($ in thousands) Avenue Coronado SO Mustang Checkpoint Total Non-controlling interests in loss of consolidated entities $ (34) $ (70) $ (41) $ (98) $ (243) Non-controlling ownership 11.5 % 13 % 10 % 20.0 % For the six months ended June 30, 2016 ($ in thousands) Avenue Coronado SO Mustang Checkpoint JMC Helocyte Total Non-controlling interests in loss of consolidated entities $ (184) $ (10) $ (159) $ (7,513) $ (229) $ (254) $ (8,349) Non-controlling ownership 11.5 % 13.0 % 10.0 % 64.3 %(1) 8.1 % 20.4 % (1) Checkpoint is consolidated with Fortress’ operations because Fortress maintains voting control through its ownership of Checkpoint’s Class A Common Shares which provide super-majority voting rights. For the six months ended June 30, 2015 ($ in thousands) Avenue Coronado SO Mustang Checkpoint Total Non-controlling interests in loss of consolidated entities $ (34) $ (230) $ (267) $ (191) $ (722) Non-controlling ownership 11.5 % 13 % 10 % 20.0 % |
Net Loss per Common Share
Net Loss per Common Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | 11. Net Loss per Common Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration for common stock equivalents. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common stock and common stock equivalents outstanding for the period. Included in common stock issued and outstanding as of June 30, 2016 are 8,705,137 The Company’s common stock equivalents, including For the Six Months Ended June 30, 2016 2015 Warrants to purchase Common Stock 515,068 685,061 Options to purchase Common Stock 1,754,365 2,064,365 Unvested Restricted Stock 8,705,137 7,704,269 Unvested Restricted Stock Units 1,374,083 36,000 Total 12,348,653 10,489,695 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders’ Equity | 12. Stockholders’ Equity Stock-based Compensation As of June 30, 2016, the Company had four equity compensation plans: the Fortress Biotech, Inc. 2007 Stock Incentive Plan, the Fortress Biotech, Inc. 2013 Stock Incentive Plan, the Fortress Biotech, Inc. 2012 Employee Stock Purchase Plan and the Fortress Biotech. Inc. Long Term Incentive Plan (“LTIP”). For the Three Months Ended June 30, For the Six Months Ended June 30, ($ in thousands) 2016 2015 2016 2015 Employee awards $ 1,969 $ 1,525 $ 3,553 $ 2,988 Non-employee awards 3 7 6 14 Fortress Companies (1) 1,051 393 2,330 393 Total stock-based compensation expense $ 3,023 $ 1,925 $ 5,889 $ 3,395 (1) Consists of approximately $ 9,000 0.8 147,000 93,000 18,000 1.9 328,000 93,000 22,900 0.1 0.2 44,700 In February 2016, the Company modified the vesting schedule on the 1.9 3.9 0.4 Number of shares Weighted average Total weighted Weighted average Options vested and expected to vest at December 31, 2015 1,779,365 $ 4.37 $ 666,396 6.32 Granted - - - - Forfeited (25,000) 2.10 - - Options vested and expected to vest at June 30, 2016 1,754,365 $ 4.41 $ 597,262 5.80 Options vested and exercisable 1,065,501 $ 3.77 $ 573,662 5.34 As of June 30, 2016, the Company had unrecognized stock-based compensation expense related to unvested option of $ 33,000 0.03 Number of shares Weighted average Unvested balance at December 31, 2015 8,757,935 $ 2.47 Restricted stock granted 1,240,868 2.77 Restricted stock cancelled (33,333) 2.69 Restricted stock vested (173,333) 2.73 Restricted stock units granted 405,000 2.90 Restricted stock units cancelled (101,000) 3.64 Restricted stock units vested (16,917) 3.55 Unvested balance at June 30, 2016 10,079,220 $ 2.50 As of June 30, 2016, the Company had unrecognized stock-based compensation expense related to restricted stock and restricted stock unit awards of approximately $ 6.4 1.5 2.4 1.4 Employee Stock Purchase Plan Eligible employees can purchase the Company’s Common Stock at the end of a predetermined offering period at 85 As of June 30, 2016, 125,150 74,850 30,000 8,000 56,000 16,000 33,958 81,000 Warrants Number of shares Weighted average Total weighted Weighted average Outstanding as of December 31, 2015 569,835 $ 6.31 $ 120,700 1.84 Granted 100,000 3.00 - 4.92 Expired (129,767) 5.59 - Exercised (*) (25,000) 1.37 33,000 Outstanding as of June 30, 2016 515,068 $ 6.09 $ 79,200 2.48 Exercisable as of June 30, 2016 415,068 $ 6.83 $ 79,200 1.89 (*) - cashless All stock-based expense in connection with these warrants has been recognized prior to January 1, 2016. Long-Term Incentive Program (“LTIP”) On July 15, 2015, the stockholders approved the LTIP for the Company’s Chairman, President and Chief Executive Officer, Dr. Rosenwald, and Executive Vice Chairman, Strategic Development, Mr. Weiss. The LTIP consists of a program to grant equity interests in the Company and in the Company’s subsidiaries, and a performance-based bonus program that is designed to result in performance-based compensation that is deductible without limit under Section 162(m) of the Internal Revenue Code of 1986, as amended. On July 15, 2015, grants of 500,000 44.8 30 2.2 On January 1, 2016, the Compensation Committee granted 510,434 1 100,000,000 market condition , Compensation - Stock Compensation, 2.4 Fortress Companies Checkpoint Therapeutics, Inc. Checkpoint has a long-term incentive plan. In March 2015, Checkpoint issued a restricted stock grant to Dr. Marasco for services in connection with its Scientific Advisory Board. Dr. Marasco was issued a grant for 1.5 48 44.8 30 0.065 4.39 83 1.5 4.42 83 1.35 0.5 1.2 Certain employees and directors of Checkpoint have been awarded restricted stock under Checkpoint’s 2015 Incentive Plan 0.4 0.7 Avenue Therapeutics, Inc. Avenue has a long term incentive program. During 2015, Avenue granted 1.0 44.8 30 0.146 50 12.5 50 4,000 9,000 4,000 9,000 Journey Medical Corporation In January 2016, JMC granted 290,000 44.5 30 0.65 0 For the six Risk-free interest rate 1.46% - 1.82 % Expected dividend yield - Expected term in years 5.23-6.95 Expected volatility 96.89% - 102.05 % During the three and six months ended June 30, 2016, stock-based compensation associated with the amortization of stock option expense was approximately $ 0.1 0.3 31,000 66,000 Helocyte, Inc. On March 30, 2016, Helocyte granted 150,000 508,333 0.46 68 1.3 68,000 68,000 On March 30, 2016, Helocyte granted 1.0 0.097 25,000 25,000 Capital Raise Checkpoint On February 23, 2016, Checkpoint closed on gross proceeds of $ 0.6 10,000 3,500 7.00 45,000 126,640 44,324 As of June 30, 2016, the Company determined that the warrants still did not meet the definition of a derivative and continued to qualify for equity recognition. Origo On May 20, 2016, the Company entered into an agreement with Origo, and several accredited investors (collectively, the “Purchasers”) to, among other things, sell to the Purchasers the Company’s holdings of 1,020,000 0.92 Amendment to At Market Issuance Sales Agreement On April 28, 2016, the Company entered into an amendment to its existing At Market Issuance Sales Agreement, or Sales Agreement, with MLV & Co. LLC, or MLV, pursuant to which it extended the termination date of the Sales Agreement to August 19, 2016. This amendment did not change any other material terms of the Sales Agreement. For the three months ended June 30, 2016, the Company issued 150,556 0.4 49,000 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Note | 13. Related Party Transactions Services Agreement with Opus Point Management Partners, LLC On April 3, 2014, the Company entered into a Shared Services Agreement with OPPM in which the parties agreed to share a rented facility as well as costs for certain services, which they individually require for the operation of their respective entities. The Company’s Chairman, President and Chief Executive Officer and the Company’s Executive Vice Chairman, Strategic Development are both Co-Portfolio Managers and Partners of OPPM. The Company incurred expense of approximately $ 21,000 44,000 84,000 88,000 Shared Services Agreement with TGTX In July 2015, TGTX and the Company entered into an arrangement to share the cost of certain research and development employees. The Company’s Executive Vice Chairman, Strategic Development, is Executive Chairman and Interim Chief Executive Officer of TGTX. Under the terms of the Agreement, TGTX will reimburse the Company for the salary and benefit costs associated with these employees based upon actual hours worked on TGTX related projects. For the three and six months ended June 30, 2016, the Company invoiced TGTX $ 0.2 0.3 Desk Space Agreements with TGTX and OPPM In September 2014, the Company entered into Desk Space Agreements with OPPM and TGTX to occupy 20 40 0.5 1.1 The Desk Space Agreement was amended in May 2016, adjusting the initial rent allocations to 45 10 Each initial Desk Space Agreement has a term of five years. The Company took possession of the New York, NY office space in December 2015, commenced build out of the space shortly thereafter and took occupancy of the space in April 2016. The Company expects the total build out costs to approximate $ 5.1 199,000 39,800 79,800 4.5 2.0 0.5 Checkpoint Checkpoint has entered into various agreements with TGTX to develop and commercialize certain assets in connection with its licenses, including a collaboration agreement for some of the Dana Farber licensed antibodies, an option agreement and sponsored research agreement for the NeuPharma EGFR inhibitor, and a sublicense agreement for the Jubilant BET inhibitor (see Note 3). Checkpoint believes that by partnering with TGTX to develop these compounds in therapeutic areas outside of its business focus, it may substantially offset its preclinical costs and milestone costs related to the development and marketing of these compounds in solid tumor indications. Founders Agreement and Management Services Agreement with Checkpoint Effective March 17, 2015, the Company entered into a Founders Agreement with Checkpoint, which was amended and restated on July 11, 2016 (the “Founders Agreement”). The Founders Agreements provides that, in exchange for the time and capital expended in the formation of Checkpoint and the identification of specific assets the acquisition of which result in the formation of a viable emerging growth life science company, Checkpoint assumed $ 2.8 (i) issue annually to the Company, on the anniversary date of the Founders Agreement, shares of common stock equal to 2.5% of the fully-diluted outstanding equity of Checkpoint at the time of issuance; (ii) pay an equity fee in shares of common stock, payable within five (5) business days of the closing of any equity or debt financing for Checkpoint or any of its subsidiaries that occurs after the effective date of the Founders Agreement and ending on the date when the Company no longer has majority voting control in Checkpoint’s voting equity, equal to 2.5% of the gross amount of any such equity or debt financing; and (iii) pay a cash fee equal to 4.5% of Checkpoint’s annual net sales, payable on an annual basis, within ninety (90) days of the end of each calendar year. In the event of a change in control (as it is defined in the Founders Agreement), Checkpoint will pay a one-time change in control fee equal to five times (5x) the product of (i) net sales for the twelve (12) months immediately preceding the change in control and (ii) four and one-half percent (4.5%). Effective March 17, 2015, the Company entered into a Management Services Agreement (the “MSA”) with Checkpoint. Pursuant to the terms of the MSA, for a period of five (5) years, the Company will render advisory and consulting services to Checkpoint. Services provided under the MSA may include, without limitation, (i) advice and assistance concerning any and all aspects of Checkpoint’s operations, clinical trials, financial planning and strategic transactions and financings and (ii) conducting relations on behalf of Checkpoint with accountants, attorneys, financial advisors and other professionals (collectively, the “Services”). Checkpoint is obligated to utilize clinical research services, medical education, communication and marketing services and investor relations/public relation services of companies or individuals designated by the Company, provided those services are offered at market prices. However, Checkpoint is not obligated to take or act upon any advice rendered from the Company and the Company shall not be liable for any of Checkpoint’s actions or inactions based upon the Company’s advice. Fortress and its affiliates, including all members of the Checkpoint’s Board of Directors, have been contractually exempt from fiduciary duties to Checkpoint relating to corporate opportunities. In consideration for the Services, Checkpoint will pay the Company an annual consulting fee of $ 0.5 1.0 100 Founders Agreement and Management Services Agreement with Avenue Effective as of February 17, 2015, the Company entered into a Founders Agreement with Avenue pursuant to which the Company assigned to Avenue all of its rights and interest under the Company’s license agreement with Revogenex for IV Tramadol. As consideration for the Founders Agreement, Avenue assumed $ 3.0 3.0 (i) issue annually to the Company, on the anniversary date of the Founders Agreement, shares of common stock equal to two and one half percent (2.5%) of the fully-diluted outstanding equity of Avenue at the time of issuance; (ii) pay an equity fee in shares of Avenue common stock, payable within five (5) business days of the closing of any equity or debt financing for Avenue or any of its respective subsidiaries that occurs after the effective date of the Founders Agreement and ending on the date when Fortress no longer has majority voting control in Avenue’s voting equity, equal to two and one half percent (2.5%) of the gross amount of any such equity or debt financing; and (iii) pay a cash fee equal to four and one half percent (4.5%) of Avenue’s annual net sales, payable on an annual basis, within ninety (90) days of the end of each calendar year. In the event of a change in control (as it is defined in the Founders Agreement), the Company will pay a one-time change in control fee equal to five (5x) times the product of (i) monthly net sales for the twelve (12) months immediately preceding the change in control and (ii) four and one-half percent (4.5%). Effective as of February 17, 2015, the Company entered into a Management Services Agreement (the “MSA”) with Avenue and each of Avenue’s current directors and officers who are directors or officers of the Company to provide services to Avenue pursuant to the terms of the MSA. Pursuant to the terms of the MSA, for a period of five (5) years, the Company will render advisory and consulting services to Avenue. Services provided under the MSA may include, without limitation, (i) advice and assistance concerning any and all aspects of Avenue’s operations, clinical trials, financial planning and strategic transactions and financings and (ii) conducting relations on behalf of Avenue with accountants, attorneys, financial advisors and other professionals (collectively, the “Services”). Avenue is obligated to utilize clinical research services, medical education, communication and marketing services and investor relations/public relation services of companies or individuals designated by Fortress, provided those services are offered at market prices. However, Avenue is not obligated to take or act upon any advice rendered from Fortress and Fortress shall not be liable for any of Avenue’s actions or inactions based upon their advice. Fortress and its affiliates, including all members of Avenue’s Board of Directors, have been contractually exempt from fiduciary duties to Avenue relating to corporate opportunities. In consideration for the Services, the Company will pay Fortress an annual consulting fee of $ 0.5 1.0 100 Founders Agreement and Management Services Agreement with Helocyte Effective March 20, 2015, the Company entered into a Founders Agreement with Helocyte pursuant to which the Company agreed to provide the initial funding required by the COH License Agreement for PepVax and Triplex, as well as other operating capital needed to meet Helocyte’s initial capital requirements. As consideration for the Founders Agreement, upon Helocyte commencing a third party financing, Helocyte will assume the Company’s accumulated debt, attributable to Helocyte’s expenses and costs associated with its formation, license acquisition and expenses, under the NSC Note (“NSC Note”), or other similar debt. As additional consideration for the transfer of rights under the Founders Agreement, Helocyte will also: (i) issue annually to the Company, on the anniversary date of the Founders Agreement, shares of common stock equal to two and one half percent (2.5%) of the fully-diluted outstanding equity of Helocyte at the time of issuance; (ii) pay an equity fee in shares of Helocyte common stock, payable within five (5) business days of the closing of any equity or debt financing for Helocyte or any of its respective subsidiaries that occurs after the effective date of the Founders Agreement and ending on the date when Fortress no longer has majority voting control in Helocyte’s voting equity, equal to two and one half percent (2.5%) of the gross amount of any such equity or debt financing; and (iii) pay a cash fee equal to four and one half percent (4.5%) of Helocyte’s annual net sales, payable on an annual basis, within ninety (90) days of the end of each calendar year. In the event of a change in control (as it is defined in the Founders Agreement), the Company will pay a one-time change in control fee equal to five (5x) times the product of (i) monthly net sales for the twelve (12) months immediately preceding the change in control and (ii) four and one-half percent (4.5%). Effective March 20, 2015, the Company entered into a Management Services Agreement (the “MSA”) with Helocyte and each of Helocyte’s current directors and officers who are directors or officers of the Company to provide services to Helocyte pursuant to the terms of the MSA. Pursuant to the terms of the MSA, for a period of five (5) years, the Company will render advisory and consulting services to Helocyte. Services provided under the MSA may include, without limitation, (i) advice and assistance concerning any and all aspects of Helocyte’s operations, clinical trials, financial planning and strategic transactions and financings and (ii) conducting relations on behalf of Helocyte with accountants, attorneys, financial advisors and other professionals (collectively, the “Services”). Helocyte is obligated to utilize clinical research services, medical education, communication and marketing services and investor relations/public relation services of companies or individuals designated by Fortress, provided those services are offered at market prices. However, Helocyte is not obligated to take or act upon any advice rendered from Fortress and Fortress shall not be liable for any of Helocyte’s actions or inactions based upon their advice. Fortress and its affiliates, including all members of Helocyte’s Board of Directors, have been contractually exempt from fiduciary duties to Helocyte relating to corporate opportunities. In consideration for the Services, the Company will pay Fortress an annual consulting fee of $ 0.5 1.0 100 Founders Agreement and Management Services Agreement with Mustang Effective March 13, 2015, the Company entered a Founders Agreement with Mustang, which was amended and restated on May 17, 2016 and again on July 26, 2016. The Founders Agreement provides that, in exchange for the time and capital expended in the formation of Mustang and the identification of specific assets the acquisition of which result in the formation of a viable emerging growth life science company, the Company will loan Mustang $ 2.0 15 Concurrently with the second amendment to the Founders Agreement, we entered into an Exchange Agreement whereby we exchanged our 7.2 million Class B Common shares for 7.0 million common shares and 250,000 Class A Preferred shares. Class A Preferred Stock is identical to common stock other than as to voting rights, conversion rights and the PIK Dividend right (as described below). Each share of Class A Preferred Stock will be entitled to vote the number of votes that is equal to one and one-tenth (1.1) times a fraction, the numerator of which is the sum of (A) the shares of outstanding Mustang common stock and (B) the whole shares of Mustang common stock into which the shares of outstanding Class A Common Stock and the Class A Preferred Stock are convertible and the denominator of which is the number of shares of outstanding Class A Preferred Stock. Thus, the Class A Preferred Stock will at all times constitute a voting majority. Each share of Class A Preferred Stock is convertible, at our option, into one fully paid and nonassessable share of Mustang common stock, subject to certain adjustments. As holders of Class A Preferred Stock, we will receive on each March 13 (each a “PIK Dividend Payment Date”) until the date all outstanding Class A Preferred Stock is converted into common stock or redeemed (and the purchase price is paid in full), pro rata per share dividends paid in additional fully paid and nonassessable shares of common stock (“PIK Dividends”) such that the aggregate number of shares of common stock issued pursuant to such PIK Dividend is equal to two and one-half percent (2.5%) of Mustang’s fully-diluted outstanding capitalization on the date that is one (1) business day prior to any PIK Dividend Payment Date. As additional consideration under the Founders Agreement, Mustang will also: (i) pay an equity fee in shares of common stock, payable within five (5) business days of the closing of any equity or debt financing for Mustang or any of its respective subsidiaries that occurs after the effective date of the Founders Agreement and ending on the date when the Company no longer has majority voting control in Mustang’s voting equity, equal to two and one-half (2.5%) of the gross amount of any such equity or debt financing; and (ii) pay a cash fee equal to four and one-half percent (4.5%) of Mustang’s annual net sales, payable on an annual basis, within ninety (90) days of the end of each calendar year. In the event of a change in control, Mustang will pay a one-time change in control fee equal to five (5x) times the product of (A) monthly net sales for the twelve (12) months immediately preceding the change in control and (B) four and one-half percent (4.5%). Effective as of March 13, 2015, the Company entered into a Management Services Agreement (the “MSA”) with Mustang. Pursuant to the terms of the MSA, for a period of five (5) years, the Company will render advisory and consulting services to Mustang. Services provided under the MSA may include, without limitation, (i) advice and assistance concerning any and all aspects of Mustang’s operations, clinical trials, financial planning and strategic transactions and financings and (ii) conducting relations on behalf of Mustang with accountants, attorneys, financial advisors and other professionals (collectively, the “Services”). Mustang is obligated to utilize clinical research services, medical education, communication and marketing services and investor relations/public relation services of companies or individuals designated by Fortress, provided those services are offered at market prices. However, Mustang is not obligated to take or act upon any advice rendered from Fortress, and Fortress shall not be liable for any of Mustang’s actions or inactions based upon Fortress’s advice. Fortress and its affiliates, including all members of Mustang’s Board of Directors, have been contractually exempt from fiduciary duties to Mustang relating to corporate opportunities. In consideration for the Services, Mustang will pay Fortress an annual consulting 0.5 1.0 100 Chord Advisors, LLC In May 2015, we entered into a full service consulting agreement with Chord Advisors, LLC (“Chord”) to provide advisory accounting services. Under the terms of the agreement, we pay Chord $ 10,000 5,000 7,500 |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 14. Segment Information The Company operates in two reportable segments, Dermatology Product Sales and Pharmaceutical and Biotechnology Product Development. The accounting policies of the Company’s segments are the same as those described in Note 2. Cost of goods sold is directly related to product sales only. Revenues derived from co promote revenue, which made up all of the Dermatology Product Sales in the first quarter had no cost of goods sold. As a result, cost of goods sold was only recorded in the three months ended June 30, 2016. Dermatology Pharmaceutical and Products Biotechnology Product Three Months Ended June 30, 2016 Sales Development Consolidated Net Revenue $ 982 $ 1,248 $ 2,230 Direct cost of goods (324) - (324) Sales and marketing costs (1,998) - (1,998) Research and development - (8,407) (8,407) General and administrative - (6,637) (6,637) Segment loss from operations $ (1,340) $ (13,796) $ (15,136) Segment assets $ 3,058 $ 95,004 $ 98,062 Dermatology Pharmaceutical and Products Biotechnology Product Three Months Ended June 30, 2015 Sales Development Consolidated Net Revenue $ - $ - $ - Direct cost of goods - - - Sales and marketing costs (727) - (727) Research and development - (3,959) (3,959) General and administrative - (3,076) (3,076) Segment loss from operations $ (727) $ (7,035) $ (7,762) Segment assets $ 1,569 $ 82,130 $ 83,699 Dermatology Pharmaceutical and Products Biotechnology Six Months Ended June 30, 2016 Sales Product Development Consolidated Net Revenue $ 1,364 $ 1,526 $ 2,890 Direct cost of goods (324) - (324) Sales and marketing costs (3,884) - (3,884) Research and development - (16,244) (16,244) General and administrative - (12,665) (12,665) Segment loss from operations $ (2,844) $ (27,383) $ (30,227) Segment assets $ 3,058 $ 95,004 $ 98,062 Dermatology Pharmaceutical and Products Biotechnology Product Six Months Ended June 30, 2015 Sales Development Consolidated Net Revenue $ - $ 500 $ 500 Direct cost of goods - - $ - Sales and marketing costs (1,300) (1,300) Research and development - (13,053) (13,053) General and administrative - (5,980) (5,980) Segment loss from operations $ (1,300) $ (18,533) $ (19,833) Segment assets $ 1,569 $ 82,130 $ 83,699 Significant Customers For the three months ended June 30, 2016, three of our customers accounted for more than 10.0% of our total revenue in the amount of $ 0.3 0.3 0.3 0.6 0.3 0.3 At June 30, 2016, three of our customers accounted for more than 10.0% of our total accounts receivable balance in the amount of $ 0.4 0.4 0.1 |
Merger Agreement with National
Merger Agreement with National Holdings Corporation | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Mergers, Acquisitions and Dispositions | 15. Merger Agreement with National Holdings Corporation On April 27, 2016, the Company, its wholly owned subsidiary, FBIO Acquisition, Inc. (“Acquisition Sub”), a Delaware corporation and National Holdings Corporation (“NHLD”), a Delaware corporation, entered into an Agreement and Plan of Merger (“Merger Agreement”) for the acquisition of NHLD by Acquisition Sub. Fortress entered into the transaction in part because of NHLD’s ability to finance emerging biotech transactions. Pursuant to the Merger Agreement and upon the terms and subject to the conditions therein, Fortress has agreed to cause Acquisition Sub to commence a tender offer (the “Offer”) as promptly as practicable and in no event later than 30 days after the Financial Industry Regulatory Authority (“FINRA”) declares the application required under NASD Rule 1017 regarding the potential change of control of the broker-dealer subsidiary of NHLD as substantially complete, for all of the issued and outstanding shares of NHLD’s common stock, par value $ 0.02 3.25 If more than 80 Following the consummation of the Offer, regardless of the number of shares purchased, Fortress will have the right to appoint a majority of the board of NHLD. If the Merger Agreement is terminated under certain circumstances as indicated in the Merger Agreement NHLD would be responsible for a termination fee of approximately $ 1.8 4.4 0.8 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events NSC Note On July 5, 2016, Fortress transferred $ 3.6 25 Settlement Agreement with Ovamed GmbH (“Ovamed”) On August 1 1.9 1.1 0.8 . |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Certain information and footnote disclosures normally included in the Company’s annual financial statements prepared in accordance with GAAP have been condensed or omitted. These condensed consolidated financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period. The unaudited condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the unaudited condensed consolidated financial statements have read or have access to the audited consolidated financial statements for the preceding fiscal year. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Form 10-K, which was filed with the United States Securities and Exchange Commission (“SEC”) on March 15, 2016, from which the Company derived the balance sheet data at December 31, 2015. The Company’s unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries: Innmune Limited, Coronado SO, Cyprium Therapeutics, Inc., Escala, JMC, CB Securities Corporation, Avenue, Checkpoint, Mustang and Helocyte. All intercompany balances and transactions have been eliminated. The preparation of the Company’s unaudited condensed consolidated financial statements in conformity with 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 unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. |
Use of Estimates | Use of Estimates The Company’s unaudited condensed consolidated financial statements include certain amounts that are based on management’s best estimates and judgments. The Company’s significant estimates include, but are not limited to, useful lives assigned to long-lived assets, fair value measurements, stock-based compensation, common stock issued to acquire licenses, investments, accrued expenses, provisions for income taxes and contingencies. Due to the uncertainty inherent in such estimates, actual results may differ from these estimates. |
Fair Value Measurement | Fair Value Measurement The Company follows accounting guidance on fair value measurements for financial assets and liabilities measured at fair value on a recurring basis. Under the accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance requires that fair value measurements be classified and disclosed in one of the following three categories: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. Certain of the Company’s financial instruments are not measured at fair value on a recurring basis, but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as accounts payable, accrued expenses and other current liabilities. The carrying value of the amount owed to Ovamed GmbH (“Ovamed”) upon the acquisition of certain manufacturing rights in December 2012 under the amendment to the Company’s sublicense agreement with Ovamed has been recorded at its net present value, which approximates its fair value. The amounts due to Ovamed are included in current liabilities at June 30, 2016 and at December 31, 2015 on the Condensed Consolidated Balance Sheets (see Note 9). |
Segment Reporting | Segment Reporting Effective April 1, 2016, consistent with the increase in JMC’s operations, the Company now operates in two operating and reportable segments, Dermatology Product Sales and Pharmaceutical and Biotechnology Product Development. The chief operating decision-maker (“CODM”) is the Company’s Chief Executive Officer. There are no significant inter-segment sales. The Company evaluates the performance of each segment based on operating profit or loss. There is no inter-segment allocation of interest expense and income taxes. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at June 30, 2016 and at December 31, 2015 consisted of cash, money market funds and certificates of deposit in institutions in the United States. Balances at certain institutions have exceeded Federal Deposit Insurance Corporation insured limits and U.S. government agency securities. |
Property and Equipment | Property and Equipment Office equipment is recorded at cost and depreciated using the straight-line method over the estimated useful life of each asset. Leasehold improvements are amortized over the shorter of the estimated useful lives or the term of the respective leases. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews long-lived assets, including property and equipment, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. |
Restricted Cash | Restricted Cash The Company records cash held in trust or pledged to secure certain debt obligations as restricted cash. As of June 30, 2016, the Company has $ 14.6 14.0 0.6 |
Inventories | Inventories Inventories comprise finished goods, which are valued at the lower of cost or market, on a first-in, first-out basis. The Company evaluates the carrying value of inventories on a regular basis, taking into account anticipated future sales compared with quantities on hand, and the remaining shelf life of goods on hand. |
Accounts Receivable | Accounts Receivable Accounts receivable consists of amounts due to the Company for product sales from JMC. The Company’s accounts receivable reflects discounts for early payment and for product returns. |
Investments at Fair Value | Investments at Fair Value The Company elects the fair value option for its long-term investments at fair value (see Note 4). The decision to elect the fair value option, which is irrevocable once elected, is determined on an instrument-by-instrument basis and applied to an entire instrument. The net gains or losses, if any, on an investment for which the fair value option has been elected are recognized as a change in fair value of investments on the Condensed Consolidated Statements of Operations. The Company has various processes and controls in place to ensure that fair value is reasonably estimated. While the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. |
Fair Value Option | Fair Value Option As permitted under the Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) 825, Financial Instruments, |
Accounting for Warrants at Fair Value | Accounting for Warrants at Fair Value The Company classifies as liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside the control of the Company) or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The fair value of warrants that include price protection reset provision features are deemed to be “down-round protection” and, therefore, do not meet the scope exception for treatment as a derivative under ASC 815 “Derivatives and Hedges”, since “down-round protection” is not an input into the calculation of the fair value of warrants and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815. The accounting treatment of derivative financial instruments requires that the Company record the warrants at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. The Company assessed the classification of warrants (the “June 2016 Warrants”) issued, in connection with the Helocyte convertible note financing in June 2016, and determined that the June 2016 Warrants met the criteria for liability classification. Accordingly, the Company classified the June 2016 Warrants as a liability at their fair value and adjusts the instruments to fair value at each balance sheet date until the warrants are exercised or expired. Any change in the fair value of the June 2016 Warrants is recognized as “change in the fair value of warrant liabilities” in the Condensed Consolidated |
Issuance of Debt and Equity | Issuance of Debt and Equity The Company issues complex financial instruments which include both equity and debt features. The Company analyzes each instrument under FASB ASC 480, Distinguishing Liabilities from Equity Derivatives and Hedging Debt |
Valuation of Warrants Related to NSC Note | Valuation of Warrants Related to NSC Note In accordance with FASB No. ASC 815, the Company classified the fair value of the warrants granted in connection with the NSC Note transferred to Avenue effective February 2015 (the “Contingently Issuable Warrants”) |
Intangible Asset Licenses | Intangible Asset Licenses The Company records the costs of acquired product distribution license rights as intangible asset-licenses in the Condensed Consolidated Balance Sheets. Upon commencement of product sales, license rights associated with those sales are amortized over the expected life of the product into product expense in the Condensed Consolidated Statements of Operations. As of June 30, 2016, product sales related to certain of the Company’s intangible asset licenses commenced and the Company commenced amortization of those licenses (see Note 7). |
Deferred Financing Costs | Deferred Financing Costs Financing costs incurred in connection with the promissory note for $ 15.0 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue for the performance of services or the shipment of products when each of the following four criteria is met: (i) persuasive evidence of an arrangement exists; (ii) products are delivered or services are rendered; (iii) the sales price is fixed or determinable; and (iv) collectability is reasonably assured. Reimbursement Arrangements and Collaborative Arrangements Checkpoint is reimbursed by TG Therapeutics, Inc. (“TGTX”), a related party, for TGTX’s share of the cost of the license and product research and development under their collaboration agreement. The gross amount of these reimbursed costs is reported as revenue in the Condensed Consolidated Statements of Operations, since the Company acts as a principal, bears credit risk and may perform part of the services required in the transactions. Consistent with ASC 605-45, Revenue Recognition - Principal Agent Considerations The Company follows ASC 605-25, Revenue Recognition - Multiple-Element Arrangements Collaborative Arrangements ASC 605-25 provides guidance relating to the separability of deliverables included in an arrangement into different units of accounting and the allocation of arrangement consideration to the units of accounting. The evaluation of multiple-element arrangements requires management to make judgments about (i) the identification of deliverables, (ii) whether such deliverables are separable from the other aspects of the contractual relationship, (iii) the estimated selling price of each deliverable, and (iv) the expected period of performance for each deliverable. To determine the units of accounting under a multiple-element arrangement, management evaluates certain separation criteria, including whether the deliverables have stand-alone value, based on the relevant facts and circumstances for each arrangement. Management then estimates the selling price for each unit of accounting and allocates the arrangement consideration to each unit utilizing the relative selling price method. The allocated consideration for each unit of accounting is recognized over the related obligation period in accordance with the applicable revenue recognition criteria. If there are deliverables in an arrangement that are not separable from other aspects of the contractual relationship, they are treated as a combined unit of accounting, with the allocated revenue for the combined unit recognized in a manner consistent with the revenue recognition applicable to the final deliverable in the combined unit. Payments received prior to satisfying the relevant revenue recognition criteria are recorded as deferred revenue in the Condensed Consolidated Balance Sheets and recognized as revenue in the Condensed Consolidated Statements of Operations when the related revenue recognition criteria are met. Revenue Recognition Milestone Method The Company follows ASC 605-28, Revenue RecognitionMilestone Method JMC Product Revenue JMC sells its products directly to wholesalers and specialty pharmacies. JMC recognizes product sales revenue when delivery has occurred, collectability is reasonably assured, and the price to the buyer is fixed or determinable, (in accordance with the specific contractual terms). Delivery occurs when title has transferred to the customer, and the customer has assumed the risks and rewards of ownership. Revenue from product sales is recognized net of provisions for estimated cash discounts, allowances, returns, rebates, chargebacks and distribution fees paid to certain of JMC’s wholesale customers. JMC establishes these provisions concurrently with the recognition of product sales revenue. JMC offers cash discounts for prompt payment and allowances are recorded at the time of sale. JMC allows customers to return product within a specified period of time before and after its expiration date. Provisions for returns are estimated based on historical levels for like products from external data sources, taking into account additional available information such as historical return and exchange levels, and inventory levels in the wholesale distribution channel through its partners. Although the company has limited history with these product sales, the Company believes based on its current level of sales that it can make reasonable estimates of returns based upon external data sources. JMC reviews its methodology and adequacy of the provision for returns on a quarterly basis, adjusting for changes in assumptions, historical internal and external results and business practices, as necessary. JMC’s co-promotion revenue for Dermasorb HC is based upon prescription volume over an established baseline. |
Research and Development | Research and Development Research and development costs are expensed as incurred. Advance payments for goods and services that will be used in future research and development activities are expensed when the activity has been performed or when the goods have been received rather than when the payment is made. Upfront and milestone payments due to third parties that perform research and development services on the Company’s behalf will be expensed as services are rendered or when the milestone is achieved. Research and development costs primarily consist of personnel related expenses, including salaries, benefits, travel, and other related expenses, stock-based compensation, payments made to third parties for license and milestone costs related to in-licensed products and technology, payments made to third party contract research organizations for preclinical and clinical studies, investigative sites for clinical trials, consultants, the cost of acquiring and manufacturing clinical trial materials, and costs associated with regulatory filings, laboratory costs and other supplies. In accordance with ASC 730-10-25-1, Research and Development |
Contingencies | Contingencies The Company records accruals for contingencies and legal proceedings expected to be incurred in connection with a loss contingency when it is probable that a liability has been incurred and the amount can be reasonably estimated. If a loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. |
Stock-Based Compensation | Stock-Based Compensation The Company expenses stock-based compensation to employees over the requisite service period based on the estimated grant-date fair value of the awards and forfeiture rates. For stock-based compensation awards to non-employees, the Company remeasures the fair value of the non-employee awards at each reporting period prior to vesting and finally at the vesting date of the award. Changes in the estimated fair value of these non-employee awards are recognized as compensation expense in the period of change. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. |
Income Taxes | Income Taxes The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax effects attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, and operating loss and tax credit carryforwards. The Company establishes a valuation allowance if management believes it is more likely than not that the deferred tax assets will not be recovered based on an evaluation of objective verifiable evidence. For tax positions that are more likely than not of being sustained upon audit, the Company recognizes the largest amount of the benefit that is greater than 50 |
Non-Controlling Interests | Non-Controlling Interests Non-controlling interests in consolidated entities represent the component of equity in consolidated entities held by third parties. Any change in ownership of a subsidiary while the controlling financial interest is retained is accounted for as an equity transaction between the controlling and non-controlling interests (see Note 10). |
Comprehensive Loss | Comprehensive Loss The Company’s comprehensive loss is equal to its net loss for all periods presented. |
Recently Issued Accounting Standards | In January 2016, FASB issued Accounting Standards Update (“ASU”) No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting (“ASU No. 2016-09”) . Under ASU 2016-09, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (“APIC”). Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement and the APIC pools will be eliminated. In addition, ASU No. 2016-09 eliminates the requirement that excess tax benefits be realized before companies can recognize them. ASU No. 2016-09 also requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. Furthermore, ASU No. 2016-09 will increase the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employer’s statutory income tax withholding obligation. An employer with a statutory income tax withholding obligation will now be allowed to withhold shares with a fair value up to the amount of taxes owed using the maximum statutory tax rate in the employee’s applicable jurisdiction(s). ASU No. 2016-09 requires a company to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on the statement of cash flows. Under current GAAP, it was not specified how these cash flows should be classified. In addition, companies will now have to elect whether to account for forfeitures on share-based payments by (1) recognizing forfeitures of awards as they occur or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. These aspects of ASU No. 2016-09 are effective for reporting periods beginning after December 15, 2016, with early adoption permitted provided that all of the guidance is adopted in the same period. The Company is currently evaluating the impact of ASU No. 2016-09 on the condensed consolidated financial statements and related disclosures. In April 2016, the FASB issued ASU Revenue from Contracts with Customer (“ASU No. 2016-10”) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property Plant And Equipment [Abstract] | |
Components of Property and Equipment | Property and equipment consisted of the following: June 30, December 31, ($ in thousands) Useful Life (Years) 2016 2015 Computer equipment 3 $ 431 $ 13 Furniture and fixtures 5 675 69 Leasehold improvements 5 164 21 Construction in progress (1) N/A 3,407 274 Total property and equipment 4,677 377 Less: Accumulated depreciation (142) (68) Property and equipment, net $ 4,535 $ 309 (1) For build-out of the Company's new office in New York, NY. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables classify into the fair value hierarchy financial instruments measured at fair value on a recurring basis on the Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015: Fair Value Measurement as of June 30, 2016 ($ in thousands) Level 1 Level 2 Level 3 Total Assets Long-term investments, at fair value $ - $ - $ 766 $ 766 Liabilities Contingently issuable warrants $ - $ - $ 203 $ 203 Warrant liabilities 99 99 Helocyte convertible note, at fair value - - 1,000 1,000 Fair Value Measurement as of December 31, 2015 ($ in thousands) Level 1 Level 2 Level 3 Total Assets Long-term investments, at fair value $ - $ - $ 2,485 $ 2,485 Liabilities Derivative warrant liability $ - $ - $ 114 $ 114 |
Schedule of changes in fair value of financial instruments | The table below provides a rollforward of the changes in fair value of Level 3 financial instruments for the six months ended June 30, 2016 and 2015: ($ in thousands) Investment in Investment Contingently Helocyte Warrant Total Balance at December 31, 2015 $ 2,235 $ 250 $ 114 $ - $ - $ 2,599 Additions during the period - - - 1,000 99 1,099 Change in fair value of investments (1,719) - - - (1,719) Fair value adjustment of Contingently Issuable Warrants - - 89 - - 89 Balance at June 30, 2016 $ 516 $ 250 $ 203 $ 1,000 $ 99 $ 2,068 ($ in thousands) Investment in Investment in Contingently Helocyte Total Balance at December 31, 2014 $ 3,910 $ 250 $ - $ - $ 4,160 Change in fair value of investments 1,407 - - - 1,407 Fair value adjustment of Contingently Issuable Warrants - - - - - Balance at June 30, 2015 $ 5,317 $ 250 $ - $ - $ 5,567 |
Avenue [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | The fair value of Avenue’s Contingently Issuable Warrants was determined by applying management’s estimate of the probability of issuance of the Contingently Issuable Warrants together with an option pricing model, with the following key assumptions: June 30, Risk-free interest rate 1.78 % Expected dividend yield - % Expected term in years 9.59 Expected volatility 83.00 % Probability of issuance of the warrant 45.00 % |
Helocyte [Member] | Convertible Debt [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | At June 30, 2016, the fair value equaled the proceeds received. A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the convertible debt that is categorized within Level 3 of the fair value hierarchy for the three and six months ended June 30, 2016 is as follows: June 30, Risk-free interest rate 1.01 % Expected dividend yield - % Expected term in years 1.50 Expected volatility 72.00 % Probability of conversion 31.88 % |
Helocyte [Member] | Warrant [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | A summary of the weighted average (in aggregate) significant unobservable inputs (level 3 inputs) used in measuring the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy for the three and six months ended June 30, 2016 is as follows: June 30, Risk-free interest rate 1.01 % Expected dividend yield - % Expected term in years 5.00 Expected volatility 89.20 % Strike price $ 0.43 |
Licenses Acquired (Tables)
Licenses Acquired (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Research and Development [Abstract] | |
Research and Development Arrangement, Contract to Perform for Others | For the three and six months ended June 30, 2016 and 2015, the Company’s research and development-licenses acquired comprise of the following: For the Three Months Ended June 30, For the Six Months Ended June 30, ($ in thousands) 2016 2015 2016 2015 Fortress Companies: Avenue $ - $ 1,000 $ - $ 3,000 Checkpoint 2,060 33 2,060 2,033 Coronado SO - 428 - 1,607 Helocyte - 200 83 200 Mustang - (113) - 2,147 Total $ 2,060 $ 1,548 $ 2,143 $ 8,987 |
Debt and Interest (Tables)
Debt and Interest (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule Of Interest Expenses | Long-term debt to IDB, NSC and Helocyte consists of the following as of June 30, 2016 and December 31, 2015: June 30, December 31, ($ in thousands) 2016 2015 Interest rate Maturity IDB Note $ 14,009 $ 14,009 2.25 % Feb - 2017 NSC Note 7,208 10,000 8.00 % Mar - 2018 Helocyte Convertible Note, at fair value 1,000 - 5.00% -8.00 % Dec - 2017 Total notes payable, long-term 22,217 24,009 Less: Discount on notes payable 412 835 Total notes payable, long-term, net $ 21,805 $ 23,174 |
Schedule Of Interest Expenses For Debt Arrangements | The following table shows the details of interest expense for all debt arrangements during the periods presented. Interest expense includes contractual interest and amortization of the debt discount and amortization of fees associated with loan transaction costs, amortized over the life of the loan: For the Three Months For the Six Months ($ in thousands) 2016 2015 2016 2015 IDB Note Interest $ 79 $ 82 $ 159 $ 153 Amortization of fees - 1 1 2 Total IDB Note 79 83 160 155 NSC Debt Interest 144 208 311 279 Amortization of fees 54 61 422 82 Total NSC Debt 198 269 733 361 Ovamed Interest - - - 167 Total Ovamed - - - 167 LOC Fees Interest 3 - 7 - Total LOC 3 - 7 - Helocyte Convertible Note Financing fees 249 - 249 - Total LOC 249 - 249 - Total Interest Expense $ 529 $ 352 $ 1,149 $ 683 |
Accrued Expenses and Other Lo27
Accrued Expenses and Other Long-Term Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Components of Accrued Expenses and Other Long-Term Liabilities | Accrued expenses and other long-term liabilities consisted of the following: June 30, December 31, ($ in thousands) 2016 2015 Accrued expenses: Professional fees $ 650 $ 382 Salaries, bonuses and related benefits 1,566 2,492 Ovamed manufacturing rights - short term component 1,987 1,500 Research and development 1,018 810 Dr. Falk Pharma milestone 2,776 2,717 Accrued royalty and coupons 309 - Lease impairment 146 146 Other 431 523 Total accrued expenses $ 8,883 $ 8,570 Other long-term liabilities: Deferred rent and long-term lease abandonment charge 3,706 584 Total other long-term liabilities $ 3,706 $ 584 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Noncontrolling Interest [Abstract] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net | Non-controlling interests in consolidated entities are as follows: As of June 30, 2016 ($ in thousands) Avenue Coronado SO Mustang Checkpoint JMC Helocyte Total NCI equity share $ (559) $ (217) $ (350) $ 33,139 $ (288) $ (499) $ 31,226 Net loss attributed to non-controlling interests (184) (10) (159) (7,513) (229) (254) (8,349) Non-controlling interests in consolidated entities $ (743) $ (227) $ (509) $ 25,626 $ (517) $ (753) $ 22,877 As of December 31, 2015 ($ in thousands) Avenue Coronado SO Mustang Checkpoint JMC Total NCI equity share $ 6 $ 23 $ 14 $ 32,760 $ 79 $ 32,882 Net loss attributed to non-controlling interests (567) (240) (373) (3,855) (420) (5,455) Non-controlling interests in consolidated entities $ (561) $ (217) $ (359) $ 28,905 $ (341) $ 27,427 |
Components Of Non-Controlling Interests In Loss Of Consolidated Entities | The components of non-controlling interests in loss of consolidated entities are as follows: For the three months ended June 30, 2016 ($ in thousands) Avenue Coronado SO Mustang Checkpoint JMC Helocyte Total Non-controlling interests in loss of consolidated entities $ (76) $ (5) $ (89) $ (3,476) $ (108) $ (157) $ (3,911) Non-controlling ownership 11.5 % 13.0 % 10.0 % 64.3 % 8.1 % 20.4 % For the three months ended June 30, 2015 ($ in thousands) Avenue Coronado SO Mustang Checkpoint Total Non-controlling interests in loss of consolidated entities $ (34) $ (70) $ (41) $ (98) $ (243) Non-controlling ownership 11.5 % 13 % 10 % 20.0 % For the six months ended June 30, 2016 ($ in thousands) Avenue Coronado SO Mustang Checkpoint JMC Helocyte Total Non-controlling interests in loss of consolidated entities $ (184) $ (10) $ (159) $ (7,513) $ (229) $ (254) $ (8,349) Non-controlling ownership 11.5 % 13.0 % 10.0 % 64.3 %(1) 8.1 % 20.4 % (1) Checkpoint is consolidated with Fortress’ operations because Fortress maintains voting control through its ownership of Checkpoint’s Class A Common Shares which provide super-majority voting rights. For the six months ended June 30, 2015 ($ in thousands) Avenue Coronado SO Mustang Checkpoint Total Non-controlling interests in loss of consolidated entities $ (34) $ (230) $ (267) $ (191) $ (722) Non-controlling ownership 11.5 % 13 % 10 % 20.0 % |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computations of Diluted Weighted Average Shares Outstanding | The following shares of potentially dilutive securities have been excluded from the computations of diluted weighted average shares outstanding, as the effect of including such securities would be anti-dilutive at the end of the six months ended June 30, 2016 and 2015: For the Six Months Ended June 30, 2016 2015 Warrants to purchase Common Stock 515,068 685,061 Options to purchase Common Stock 1,754,365 2,064,365 Unvested Restricted Stock 8,705,137 7,704,269 Unvested Restricted Stock Units 1,374,083 36,000 Total 12,348,653 10,489,695 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Share-based Compensation, Activity | The following table summarizes the stock-based compensation expense from stock option awards, restricted common stock awards, employee stock purchase programs and warrants granted by Fortress for the three and six months ended June 30, 2016 and 2015: For the Three Months Ended June 30, For the Six Months Ended June 30, ($ in thousands) 2016 2015 2016 2015 Employee awards $ 1,969 $ 1,525 $ 3,553 $ 2,988 Non-employee awards 3 7 6 14 Fortress Companies (1) 1,051 393 2,330 393 Total stock-based compensation expense $ 3,023 $ 1,925 $ 5,889 $ 3,395 (1) Consists of approximately $ 9,000 0.8 147,000 93,000 18,000 1.9 328,000 93,000 22,900 0.1 0.2 44,700 |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes Fortress stock option activities excluding activity related to Fortress Companies: Number of shares Weighted average Total weighted Weighted average Options vested and expected to vest at December 31, 2015 1,779,365 $ 4.37 $ 666,396 6.32 Granted - - - - Forfeited (25,000) 2.10 - - Options vested and expected to vest at June 30, 2016 1,754,365 $ 4.41 $ 597,262 5.80 Options vested and exercisable 1,065,501 $ 3.77 $ 573,662 5.34 |
Nonvested Restricted Stock Shares Activity | The following table summarizes Fortress’ restricted stock and restricted stock unit award activity, excluding activity related to Fortress Companies (which is discussed below): Number of shares Weighted average Unvested balance at December 31, 2015 8,757,935 $ 2.47 Restricted stock granted 1,240,868 2.77 Restricted stock cancelled (33,333) 2.69 Restricted stock vested (173,333) 2.73 Restricted stock units granted 405,000 2.90 Restricted stock units cancelled (101,000) 3.64 Restricted stock units vested (16,917) 3.55 Unvested balance at June 30, 2016 10,079,220 $ 2.50 |
Schedule of Warrant Activities | The following table summarizes Fortress warrant activities, excluding activities related to Fortress Companies: Number of shares Weighted average Total weighted Weighted average Outstanding as of December 31, 2015 569,835 $ 6.31 $ 120,700 1.84 Granted 100,000 3.00 - 4.92 Expired (129,767) 5.59 - Exercised (*) (25,000) 1.37 33,000 Outstanding as of June 30, 2016 515,068 $ 6.09 $ 79,200 2.48 Exercisable as of June 30, 2016 415,068 $ 6.83 $ 79,200 1.89 (*) - cashless |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of options granted in 2016 was estimated using the following assumptions: For the six Risk-free interest rate 1.46% - 1.82 % Expected dividend yield - Expected term in years 5.23-6.95 Expected volatility 96.89% - 102.05 % |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following tables summarize, for the periods indicated, operating results by reportable segment (table in thousands): Cost of goods sold is directly related to product sales only. Revenues derived from co promote revenue, which made up all of the Dermatology Product Sales in the first quarter had no cost of goods sold. As a result, cost of goods sold was only recorded in the three months ended June 30, 2016. Dermatology Pharmaceutical and Products Biotechnology Product Three Months Ended June 30, 2016 Sales Development Consolidated Net Revenue $ 982 $ 1,248 $ 2,230 Direct cost of goods (324) - (324) Sales and marketing costs (1,998) - (1,998) Research and development - (8,407) (8,407) General and administrative - (6,637) (6,637) Segment loss from operations $ (1,340) $ (13,796) $ (15,136) Segment assets $ 3,058 $ 95,004 $ 98,062 Dermatology Pharmaceutical and Products Biotechnology Product Three Months Ended June 30, 2015 Sales Development Consolidated Net Revenue $ - $ - $ - Direct cost of goods - - - Sales and marketing costs (727) - (727) Research and development - (3,959) (3,959) General and administrative - (3,076) (3,076) Segment loss from operations $ (727) $ (7,035) $ (7,762) Segment assets $ 1,569 $ 82,130 $ 83,699 Dermatology Pharmaceutical and Products Biotechnology Six Months Ended June 30, 2016 Sales Product Development Consolidated Net Revenue $ 1,364 $ 1,526 $ 2,890 Direct cost of goods (324) - (324) Sales and marketing costs (3,884) - (3,884) Research and development - (16,244) (16,244) General and administrative - (12,665) (12,665) Segment loss from operations $ (2,844) $ (27,383) $ (30,227) Segment assets $ 3,058 $ 95,004 $ 98,062 Dermatology Pharmaceutical and Products Biotechnology Product Six Months Ended June 30, 2015 Sales Development Consolidated Net Revenue $ - $ 500 $ 500 Direct cost of goods - - $ - Sales and marketing costs (1,300) (1,300) Research and development - (13,053) (13,053) General and administrative - (5,980) (5,980) Segment loss from operations $ (1,300) $ (18,533) $ (19,833) Segment assets $ 1,569 $ 82,130 $ 83,699 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Accounting Policies [Line Items] | |
Percentage of tax benefit likely of being realized | 50.00% |
Restricted Cash and Cash Equivalents | $ 14.6 |
Notes Payable | 14 |
Hercules Note Payble [Member] | |
Accounting Policies [Line Items] | |
Restricted Cash and Cash Equivalents | 0.6 |
Hercules Note Payble [Member] | Third Party [Member] | |
Accounting Policies [Line Items] | |
Deferred financing costs | $ 15 |
Property and Equipment - Compon
Property and Equipment - Components of Property and Equipment (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2016 | Dec. 31, 2015 | ||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 4,677 | $ 377 | |
Less: Accumulated depreciation | (142) | (68) | |
Property and equipment, net | 4,535 | 309 | |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 431 | 13 | |
Useful Life (Years) | 3 years | ||
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 675 | 69 | |
Useful Life (Years) | 5 years | ||
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 164 | 21 | |
Useful Life (Years) | 5 years | ||
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | [1] | $ 3,407 | $ 274 |
[1] | For build-out of the Company's new office in New York, NY. |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jan. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Property Plant And Equipment [Line Items] | |||||
Depreciation | $ 82,000 | $ 5,000 | $ 86,000 | $ 11,000 | |
Leasehold Improvements [Member] | |||||
Property Plant And Equipment [Line Items] | |||||
Impairment of Long-Lived Assets Held-for-use | $ 12,000 |
Fair Value Measurements - Avenu
Fair Value Measurements - Avenue's Contingently Issuable Warrants with option pricing model (Detail) - Warrant [Member] - Avenue [Member] | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Risk-free interest rate | 1.78% |
Expected dividend yield | 0.00% |
Expected term in years | 9 years 7 months 2 days |
Expected volatility | 83.00% |
Probability of issuance of the warrant | 45.00% |
Fair Value Measurements - Warra
Fair Value Measurements - Warrant Liabilities And Convertible Notes At Fair Value (Detail) - Helocyte [Member] | 3 Months Ended |
Jun. 30, 2016$ / shares | |
Convertible Debt [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Risk-free interest rate | 1.01% |
Expected dividend yield | 0.00% |
Expected term in years | 1 year 6 months |
Expected volatility | 72.00% |
Probability of conversion | 31.88% |
Warrant [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Risk-free interest rate | 1.01% |
Expected dividend yield | 0.00% |
Expected term in years | 5 years |
Expected volatility | 89.20% |
Strike price | $ 0.43 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Instruments Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term investments, at fair value | $ 766 | $ 2,485 |
Helocyte convertible note, at fair value | 1,000 | 0 |
Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liabilities | 99 | 114 |
Warrant [Member] | Contingently Issuable Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liabilities | 203 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term investments, at fair value | 0 | 0 |
Helocyte convertible note, at fair value | 0 | |
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liabilities | 0 | |
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | Contingently Issuable Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liabilities | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term investments, at fair value | 0 | 0 |
Helocyte convertible note, at fair value | 0 | |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liabilities | 0 | |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | Contingently Issuable Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liabilities | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term investments, at fair value | 766 | 2,485 |
Helocyte convertible note, at fair value | 1,000 | |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liabilities | 99 | $ 114 |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | Contingently Issuable Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liabilities | $ 203 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Fair Value of Financial Instruments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance | $ 2,599 | $ 4,160 | ||
Additions during the period | 1,099 | |||
Change in fair value of investments | (1,719) | 1,407 | ||
Fair value adjustment of Contingently Issuable Warrants | $ 0 | $ 0 | 89 | 0 |
Balance | 2,068 | 5,567 | 2,068 | 5,567 |
Warrant liabilities [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance | 0 | |||
Additions during the period | 99 | |||
Fair value adjustment of Contingently Issuable Warrants | 0 | |||
Balance | 99 | 99 | ||
Contingently Issuable Warrants [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance | 114 | 0 | ||
Additions during the period | 0 | |||
Change in fair value of investments | 0 | 0 | ||
Fair value adjustment of Contingently Issuable Warrants | 89 | 0 | ||
Balance | 203 | 0 | 203 | 0 |
Helocyte Convertible Note, At Fair Value [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance | 0 | 0 | ||
Additions during the period | 1,000 | |||
Change in fair value of investments | 0 | 0 | ||
Fair value adjustment of Contingently Issuable Warrants | 0 | 0 | ||
Balance | 1,000 | 0 | 1,000 | 0 |
Investment In Laser Device [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance | 250 | 250 | ||
Additions during the period | 0 | |||
Change in fair value of investments | 0 | 0 | ||
Fair value adjustment of Contingently Issuable Warrants | 0 | 0 | ||
Balance | 250 | 250 | 250 | 250 |
Investment In Origo [Member] | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Balance | 2,235 | 3,910 | ||
Additions during the period | 0 | |||
Change in fair value of investments | (1,719) | 1,407 | ||
Fair value adjustment of Contingently Issuable Warrants | 0 | 0 | ||
Balance | $ 516 | $ 5,317 | $ 516 | $ 5,317 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Oct. 31, 2015 | Mar. 17, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | May 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Equity Method Investments | $ 250,000 | $ 250,000 | $ 250,000 | ||||
Equity Method Investment, Ownership Percentage | 35.00% | ||||||
Investments in and Advances to Affiliates, at Fair Value, Period Increase (Decrease), Total | 1,700,000 | ||||||
Investment Owned, at Fair Value | 500,000 | $ 500,000 | |||||
Percentage of Outstanding Stock To Be Issued Upon Exercise of Warrants | 25.00% | ||||||
Fair value adjustment of Contingently Issuable Warrants | $ 0 | $ 0 | $ 89,000 | $ 0 | |||
Private Placement [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Business Acquisition, Share Price | $ 1.91 | $ 1.91 | |||||
Origo Acquisition Corporation [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Investments in Subsidiary, Number of Shares Transferred to Subsidiary | 1,050,000 | ||||||
Fair Value Assumptions, Probability of Business Combination | 34.83% | ||||||
Investments In Subsidiary Number Of Shares Outstanding | 265,000 | 265,000 | |||||
Realized Investment Gains (Losses) | $ 25,000 | ||||||
Working Capital Note Convertible to Equity | $ 300,000 | 300,000 | |||||
Unrealized Gain (Loss) on Investments | $ 1,675,000 | ||||||
Common Stock Subject to Mandatory Redemption [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Net Assets | $ 42,600,000 | ||||||
Non Redeemable warrants [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Business Acquisition, Share Price | $ 0.19 | $ 0.19 | |||||
Redeemable warrants [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Business Acquisition, Share Price | 0.05 | $ 0.05 | |||||
NSE Note [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Warrant Expiration Period | 10 years | ||||||
Fair value adjustment of Contingently Issuable Warrants | $ 3,000,000 | ||||||
Binomial Lattice Model [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Fair Value Assumptions, Exercise Price | 11.50 | $ 11.50 | |||||
Fair Value Assumptions, Risk Free Interest Rate | 1.01% | ||||||
Fair Value Assumptions, Expected Volatility Rate | 25.60% | ||||||
Binomial Lattice Model [Member] | Warrant [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Business Acquisition, Share Price | 0.55 | $ 0.55 | |||||
Ghaidarov Model [Member] | Warrant [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Business Acquisition, Share Price | 0.13 | 0.13 | |||||
Private Units [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Share Price | $ 5.47 | $ 5.47 | |||||
Argus Neurooptics Llc [Member] | Class A Preferred Stock [Member] | |||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||
Shares Received Under Purchase Agreement | $ 13,409,962 | ||||||
Percentage Of Shares Received Under Purchase Agreement | 83.00% | ||||||
Preferred Units, Issued | 16,091,954 |
Licenses Acquired - Summary Of
Licenses Acquired - Summary Of Research and Development Arrangement Contract (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Research and Development Total | $ 2,060 | $ 1,548 | $ 2,143 | $ 8,987 |
Mustang Therapeutics, Inc [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Research and Development Total | 0 | (113) | 0 | 2,147 |
Checkpoint Therapeutics, Inc [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Research and Development Total | 2,060 | 33 | 2,060 | 2,033 |
Coronado SO Co, Inc [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Research and Development Total | 0 | 428 | 0 | 1,607 |
Helocyte [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Research and Development Total | 0 | 200 | 83 | 200 |
Avenue Therapeutics, Inc. [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Research and Development Total | $ 0 | $ 1,000 | $ 0 | $ 3,000 |
Licenses Acquired - Additional
Licenses Acquired - Additional Information (Detail) - USD ($) | May 11, 2015 | Feb. 29, 2016 | Oct. 31, 2015 | Jul. 16, 2015 | Jun. 17, 2015 | May 31, 2015 | Apr. 28, 2015 | Mar. 31, 2015 | Feb. 28, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Feb. 17, 2015 | ||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Payments to Acquire Intangible Assets | $ 350,000 | $ 1,250,000 | |||||||||||||||
Research And Development In Process | $ 2,060,000 | $ 1,548,000 | 2,143,000 | 8,987,000 | |||||||||||||
Stock Issued During Period, Value, Issued for Services | 2,000 | 1,000 | |||||||||||||||
Research And Development Expense | 6,347,000 | 2,411,000 | 14,100,000 | 4,066,000 | |||||||||||||
Development Milestone [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | $ 22,600,000 | $ 10,700,000 | |||||||||||||||
Sale Millstone [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 7,000,000 | 26,200,000 | |||||||||||||||
NeuPharma [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Research And Development In Process | $ 1,000,000 | ||||||||||||||||
NeuPharma [Member] | Clinical Development Milestone [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 40,000,000 | 40,000,000 | |||||||||||||||
NeuPharma [Member] | Regulatory Approvals To Commercialize The Products [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 22,500,000 | 22,500,000 | |||||||||||||||
NeuPharma [Member] | Sale Millstone [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 40,000,000 | 40,000,000 | |||||||||||||||
City Of Hope [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Marketability Percentage Of Invested Capital | 44.80% | ||||||||||||||||
Payments for Fees | $ 2,000,000 | ||||||||||||||||
Stock Issued During Period, Shares, Other | 1,000,000 | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 30.00% | ||||||||||||||||
Share Price | $ 0.147 | ||||||||||||||||
Stock Issued During Period, Value, Other | $ 100,000 | ||||||||||||||||
City Of Hope [Member] | Development Milestone [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 1,500,000 | 1,500,000 | |||||||||||||||
City Of Hope [Member] | Sale Millstone [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 13,000,000 | 13,000,000 | |||||||||||||||
National Institutes of Health [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Payment of Upfront Fees | 700,000 | ||||||||||||||||
New Zealand Pharmaceuticals Ltd [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Reimbursement Revenue | 600,000 | ||||||||||||||||
Dana-Farber [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Shares Issued, Price Per Share | $ 0.065 | ||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 500,000 | ||||||||||||||||
Stock Issued During Period, Value, Issued for Services | $ 32,500 | ||||||||||||||||
Dana-Farber [Member] | First Commercial Sale Milestone [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 21,500,000 | 21,500,000 | |||||||||||||||
Dana-Farber [Member] | Additional Sales Milestone [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 60,000,000 | 60,000,000 | |||||||||||||||
Mustang Bio, Inc [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Research And Development Expense | 500,000 | 1,000,000 | |||||||||||||||
Royalty Guarantees, Commitments, Amount | $ 1,000,000 | $ 1,000,000 | |||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 10.00% | 10.00% | |||||||||||||||
Mustang Bio, Inc [Member] | Development Milestone [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | $ 14,500,000 | $ 14,500,000 | |||||||||||||||
Mustang Bio, Inc [Member] | Financial Milestone [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 2,000,000 | 2,000,000 | |||||||||||||||
Escala Therapeutics, Inc [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Payment of Upfront Fees | $ 1,300,000 | ||||||||||||||||
Teva Pharmaceutical Industries Ltd [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Payment of Upfront Fees | 500,000 | ||||||||||||||||
Teva Pharmaceutical Industries Ltd [Member] | Regulatory Approvals To Commercialize The Products [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 206,500,000 | 206,500,000 | |||||||||||||||
Teva Pharmaceutical Industries Ltd [Member] | Clinical Development and Regulatory Milestone [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 220,000,000 | 220,000,000 | |||||||||||||||
Jubilant Biosys Ltd [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Research And Development In Process | 2,000,000 | ||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 87,500,000 | 87,500,000 | |||||||||||||||
Revenue Recognition, Milestone Method, Revenue Recognized | 1,000,000 | 1,000,000 | |||||||||||||||
Payment Of Upfront Licensing Fee | 2,000,000 | ||||||||||||||||
Jubilant Biosys Ltd [Member] | Regulatory Approvals To Commercialize The Products [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 59,500,000 | 59,500,000 | |||||||||||||||
Jubilant Biosys Ltd [Member] | Successful Achievement Of One Preclinical Milestone [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 300,000 | 300,000 | |||||||||||||||
Jubilant Biosys Ltd [Member] | Completion Of Three Clinical Development Milestones For Two Licensed Products [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 25,500,000 | 25,500,000 | |||||||||||||||
Jubilant Biosys Ltd [Member] | Five Regulatory Approvals And First Commercial Sales [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 61,700,000 | 61,700,000 | |||||||||||||||
Jubilant Biosys Ltd [Member] | Three Sales Milestones Based On Aggregate Net Sales [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 89,000,000 | 89,000,000 | |||||||||||||||
Jubilant Biosys Ltd [Member] | Sale Millstone [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Milestone Method Revenue Additional Payments Eligible To Receive | 89,000,000 | 89,000,000 | |||||||||||||||
Jubilant Biosys Ltd [Member] | Clinical Development and Regulatory Milestone [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 89,000,000 | 89,000,000 | |||||||||||||||
Jubilant Biosys Ltd [Member] | TG Therapeutics, Inc [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Payment Of Upfront Licensing Fee | 1,000,000 | ||||||||||||||||
Collaboration Agreement with TGTX [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Payments for Fees | 3,000 | 0 | 20,000 | 500,000 | $ 500,000 | ||||||||||||
Triplex [Member] | City Of Hope [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Minimum Annual Royalty Payable | $ 750,000 | ||||||||||||||||
Triplex [Member] | City Of Hope [Member] | Development Milestone [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 9,000,000 | ||||||||||||||||
Triplex [Member] | City Of Hope [Member] | Sale Millstone [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 26,000,000 | ||||||||||||||||
Pentameter [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Minimum Annual Royalty Payable | 750,000 | ||||||||||||||||
Pentameter [Member] | City Of Hope [Member] | Development Milestone [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 5,500,000 | ||||||||||||||||
Pentameter [Member] | City Of Hope [Member] | Sale Millstone [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 26,000,000 | ||||||||||||||||
Coronado SO Co, Inc [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Research And Development In Process | $ 0 | $ 428,000 | $ 0 | $ 1,607,000 | |||||||||||||
Payments for Fees | $ 900,000 | ||||||||||||||||
Stock Issued During Period, Shares, Other | 150,000 | ||||||||||||||||
Research And Development Expense | $ 500,000 | ||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 13.00% | 13.00% | 13.00% | 13.00% | |||||||||||||
Checkpoint Therapeutics, Inc [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Research And Development In Process | $ 2,060,000 | $ 33,000 | $ 2,060,000 | $ 2,033,000 | |||||||||||||
Reimbursement Of Cost Recognized As Revenue | $ 221,000 | $ 481,000 | |||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 64.30% | [1] | 20.00% | 64.30% | [1] | 20.00% | |||||||||||
Checkpoint Therapeutics, Inc [Member] | First Commercial Sale Milestone [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | $ 21,500,000 | $ 21,500,000 | |||||||||||||||
Checkpoint Therapeutics, Inc [Member] | Additional Sales Milestone [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 60,000,000 | 60,000,000 | |||||||||||||||
Checkpoint Therapeutics, Inc [Member] | Clinical Development Milestone [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 7,000,000 | 7,000,000 | |||||||||||||||
Checkpoint Therapeutics, Inc [Member] | Commercial Sales In Specified Territories [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Revenue Recognition Milestone Method, Payments Due | 14,500,000 | 14,500,000 | |||||||||||||||
Helocyte [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Research And Development In Process | $ 0 | $ 200,000 | 83,000 | $ 200,000 | |||||||||||||
Research And Development Expense | $ 35,000 | ||||||||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 20.40% | 20.40% | |||||||||||||||
Licensing Agreements [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Payments to Acquire Intangible Assets | $ 35,000 | $ 50,000 | $ 155,000 | ||||||||||||||
Licensing Agreements [Member] | City Of Hope [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Marketability Percentage Of Invested Capital | 44.50% | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 30.00% | ||||||||||||||||
Share Price | $ 0.097 | $ 0.097 | |||||||||||||||
Stock Issued During Period, Value, Other | $ 48,500 | ||||||||||||||||
Licensing Agreements [Member] | City Of Hope [Member] | Common Class A [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued | 500,000 | ||||||||||||||||
Licensing Agreements [Member] | Dana-Farber [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Payments for Fees | $ 1,000,000 | ||||||||||||||||
Licensing Agreements [Member] | Coronado SO [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Marketability Percentage Of Invested Capital | 44.80% | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 30.00% | ||||||||||||||||
Share Price | $ 1.19 | ||||||||||||||||
Licensing Agreements [Member] | IV Tramadol [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Payments to Acquire Intangible Assets | $ 1,000,000 | ||||||||||||||||
Payments for Fees | $ 2,000,000 | ||||||||||||||||
Licensing Agreements [Member] | Helocyte [Member] | Common Class A [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Noncash or Part Noncash Acquisition, Noncash Financial or Equity Instrument Consideration, Shares Issued | 8,333 | ||||||||||||||||
Avenue Therapeutics, Inc. [Member] | |||||||||||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||||||||||||||||
Shares Issued, Price Per Share | $ 0.146 | ||||||||||||||||
Research And Development Expense | $ 4,000 | $ 9,000 | |||||||||||||||
Debt Instrument, Fee Amount | $ 3,000,000 | ||||||||||||||||
[1] | Checkpoint is consolidated with Fortress' operations because Fortress maintains voting control through its ownership of Checkpoint's Class A Common Shares which provide super-majority voting rights. |
Milestones and Sponsored Rese42
Milestones and Sponsored Research Agreements - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2016 | Feb. 29, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Milestones and Sponsored Research Agreements [Line Items] | ||||||
Research And Development Expense | $ 6,347 | $ 2,411 | $ 14,100 | $ 4,066 | ||
Helocyte Inc [Member] | ||||||
Milestones and Sponsored Research Agreements [Line Items] | ||||||
Research and Development Expense Payable, Milestone Payment | 0 | 0 | ||||
Mustang Bio, Inc [Member] | ||||||
Milestones and Sponsored Research Agreements [Line Items] | ||||||
Research And Development Expense | 500 | 1,000 | ||||
Research and Development Expense Payable, Milestone Payment | 2,000 | 2,000 | ||||
UCLB [Member] | ||||||
Milestones and Sponsored Research Agreements [Line Items] | ||||||
Research and Development Expense Payable, Milestone Payment | $ 22,000 | 22,000 | ||||
Milestone Payments | 400 | |||||
Payment of Upfront Fees | $ 100 | |||||
UCLB [Member] | Maximum [Member] | ||||||
Milestones and Sponsored Research Agreements [Line Items] | ||||||
Royalty Percentage | 5.00% | |||||
UCLB [Member] | Minimum [Member] | ||||||
Milestones and Sponsored Research Agreements [Line Items] | ||||||
Royalty Percentage | 3.00% | |||||
City Of Hope [Member] | ||||||
Milestones and Sponsored Research Agreements [Line Items] | ||||||
Payments to Acquire in Process Research and Development | $ 1,000 | $ 1,000 | ||||
Research and Development Expense Payable, Milestone Payment | $ 2,000 | $ 3,400 |
Intangible Asset Licenses - Add
Intangible Asset Licenses - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Jan. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Indefinite-lived Intangible Assets [Line Items] | ||||
Payments to Acquire Intangible Assets | $ 350,000 | $ 1,250,000 | ||
Cost of Goods Sold, Amortization | 21,000 | 0 | ||
Journey Medical Corporation [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Payments to Acquire Intangible Assets | $ 50,000 | $ 300,000 | $ 1,300,000 | |
Cost of Goods Sold, Amortization | $ 21,000 | $ 21,000 |
Debt and Interest - Long-term d
Debt and Interest - Long-term debt (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Debt [Line Items] | ||
Total notes payable, long-term | $ 22,217 | $ 24,009 |
Less: Discount on notes payable | 412 | 835 |
Total notes payable, long-term, net | 20,805 | 23,174 |
IDB Note [Member] | ||
Debt [Line Items] | ||
Total notes payable, long-term | $ 14,009 | 14,009 |
Interest Rate | 2.25% | |
Maturity Date | Feb - 2017 | |
NSC Note [Member] | ||
Debt [Line Items] | ||
Total notes payable, long-term | $ 7,208 | 10,000 |
Interest Rate | 8.00% | |
Maturity Date | Mar - 2018 | |
Helocyte Convertible Note [Member] | ||
Debt [Line Items] | ||
Total notes payable, long-term | $ 1,000 | $ 0 |
Maturity Date | Dec - 2017 | |
Helocyte Convertible Note [Member] | Minimum [Member] | ||
Debt [Line Items] | ||
Interest Rate | 5.00% | |
Helocyte Convertible Note [Member] | Maximum [Member] | ||
Debt [Line Items] | ||
Interest Rate | 8.00% |
Debt and Interest - Schedule of
Debt and Interest - Schedule of Interest Expenses for Debt Arrangements (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Debt [Line Items] | ||||
Financing fees | $ 249 | $ 0 | ||
Interest expense related to the Hercules loan | $ 529 | $ 352 | 1,149 | 683 |
LOC Fees [Member] | ||||
Debt [Line Items] | ||||
Interest | 3 | 0 | 7 | 0 |
Interest and Debt Expense, Total | 3 | 0 | 7 | 0 |
IDB Note [Member] | ||||
Debt [Line Items] | ||||
Interest | 79 | 82 | 159 | 153 |
Amortization of fees | 0 | 1 | 1 | 2 |
Interest and Debt Expense, Total | 79 | 83 | 160 | 155 |
NSC Debt [Member] | ||||
Debt [Line Items] | ||||
Interest | 144 | 208 | 311 | 279 |
Amortization of fees | 54 | 61 | 422 | 82 |
Interest and Debt Expense, Total | 198 | 269 | 733 | 361 |
Ovamed [Member] | ||||
Debt [Line Items] | ||||
Interest | 0 | 0 | 0 | 167 |
Interest and Debt Expense, Total | 0 | 0 | 0 | 167 |
Helocyte Convertible Note [Member] | ||||
Debt [Line Items] | ||||
Financing fees | 249 | 0 | 249 | 0 |
Interest and Debt Expense, Total | $ 249 | $ 0 | $ 249 | $ 0 |
Debt and Interest- Additional I
Debt and Interest- Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2016 | Feb. 29, 2016 | Feb. 13, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Mar. 31, 2015 | Mar. 17, 2014 | |
Debt [Line Items] | ||||||||||
Fees related to the loan agreement | $ 249,000 | $ 0 | ||||||||
Notes Payable | $ 14,000,000 | $ 14,000,000 | $ 14,000,000 | |||||||
Sale of Stock, Percentage of Ownership after Transaction | 12.00% | |||||||||
Repayments of Debt | $ 2,800,000 | |||||||||
Equity Method Investment, Ownership Percentage | 35.00% | |||||||||
Helocyte Inc [Member] | ||||||||||
Debt [Line Items] | ||||||||||
Class of Warrant or Right, Warrants Term | 5 years | |||||||||
Letter of Credit [Member] | ||||||||||
Debt [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | 2.00% | |||||||
Letters of Credit Outstanding, Amount | $ 1,700,000 | $ 1,700,000 | $ 1,700,000 | |||||||
Israel Discount Bank Of New York [Member] | ||||||||||
Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 15,000,000 | |||||||||
Notes Payable | $ 14,000,000 | $ 14,000,000 | $ 14,000,000 | |||||||
IDB Promissory Note Payable [Member] | ||||||||||
Debt [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.25% | 2.25% | 2.25% | |||||||
Debt Instrument, Face Amount | 15,000,000 | |||||||||
IDB Promissory Note Payable [Member] | Minimum [Member] | ||||||||||
Debt [Line Items] | ||||||||||
Debt Instrument, Unused Borrowing Capacity, Amount | 100,000 | |||||||||
NSC Note [Member] | ||||||||||
Debt [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | |||||||
Debt Instrument, Fee Amount | $ 900,000 | |||||||||
Notes Payable | $ 10,000,000 | |||||||||
Debt Instrument, Interest Rate, Effective Percentage | 12.40% | |||||||||
NSC Note [Member] | Warrant [Member] | ||||||||||
Debt [Line Items] | ||||||||||
Debt Instrument, Unamortized Discount (Premium), Net, Total | $ 113,500 | $ 113,500 | $ 113,500 | |||||||
Long-term Debt, Fair Value | 174,000 | |||||||||
Hercules Note Payble [Member] | ||||||||||
Debt [Line Items] | ||||||||||
Fees related to the loan agreement | $ 249,000 | $ 0 | $ 249,000 | $ 0 | ||||||
Debt Instrument, Periodic Payment, Interest | 100,000 | |||||||||
Debt Instrument, Periodic Payment | $ 14,000,000 | |||||||||
National Holding’s Corporation Inc [Member] | Board of Directors Chairman [Member] | ||||||||||
Debt [Line Items] | ||||||||||
Equity Method Investment, Ownership Percentage | 4.20% | 4.20% | 4.20% | |||||||
Helocyte Convertible Note [Member] | ||||||||||
Debt [Line Items] | ||||||||||
Debt Instrument, Term | 18 months | |||||||||
Proceeds from Issuance or Sale of Equity | $ 10,000,000 | |||||||||
Sale of Stock, Consideration Received on Transaction | 875,000 | |||||||||
Legal Fees | 25,000 | |||||||||
Class of Warrant or Right, Value of Securities Called by Warrants or Rights | $ 100,000 | |||||||||
Class of Warrant or Right, Exercise Price Percentage of Warrants or Rights | 110.00% | |||||||||
Helocyte Convertible Note [Member] | Conversion One [Member] | ||||||||||
Debt [Line Items] | ||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | (a) the lowest price per share at which equity securities of Helocyte are sold in such sale less a 33% discount and (b) a per share price based on a pre-offering valuation of $50.0 million divided by the number of common shares outstanding on a fully-diluted basis. | |||||||||
Helocyte Convertible Note [Member] | Conversion Two [Member] | ||||||||||
Debt [Line Items] | ||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | (a) a discount to the price per share being paid in the Sale of Helocyte equal to 33% or (b) a conversion price per share based on a pre-sale valuation of $50.0 million divided by the fully-diluted common stock of Helocyte immediately prior to the Sale of Helocyte (excluding the notes). | |||||||||
Helocyte Convertible Note [Member] | Minimum [Member] | ||||||||||
Debt [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% | 5.00% | |||||||
Helocyte Convertible Note [Member] | Maximum [Member] | ||||||||||
Debt [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | |||||||
Debt Instrument, Face Amount | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | |||||||
NSC [Member] | ||||||||||
Debt [Line Items] | ||||||||||
Debt Instrument, Term | 10 years | |||||||||
Checkpoint [Member] | ||||||||||
Debt [Line Items] | ||||||||||
Debt Instrument, Unamortized Discount (Premium), Net, Total | $ 324,000 | |||||||||
Checkpoint [Member] | NSC Note [Member] | ||||||||||
Debt [Line Items] | ||||||||||
Fees related to the loan agreement | $ 2,800,000 | |||||||||
Avenue [Member] | ||||||||||
Debt [Line Items] | ||||||||||
Debt Instrument, Unamortized Discount (Premium), Net, Total | $ 237,000 | $ 237,000 | 237,000 | |||||||
Avenue [Member] | NSC Note [Member] | ||||||||||
Debt [Line Items] | ||||||||||
Fees related to the loan agreement | $ 3,000,000 |
Accrued Expenses and Other Lo47
Accrued Expenses and Other Long-Term Liabilities - Components of Accrued Expenses and Other Long-Term Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accrued expenses: | ||
Professional fees | $ 650 | $ 382 |
Salaries, bonuses and related benefits | 1,566 | 2,492 |
Ovamed manufacturing rights - short term component | 1,987 | 1,500 |
Research and development | 1,018 | 810 |
Dr. Falk Pharma milestone | 2,776 | 2,717 |
Accrued royalty and coupons | 309 | 0 |
Lease impairment | 146 | 146 |
Other | 431 | 523 |
Total accrued expenses | 8,883 | 8,570 |
Other long-term liabilities: | ||
Deferred rent and long-term lease abandonment charge | 3,706 | 584 |
Total other long-term liabilities | $ 3,706 | $ 584 |
Non-Controlling Interests - Sum
Non-Controlling Interests - Summary Of Non-controlling Interests in Consolidated Entities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Noncontrolling Interest [Line Items] | |||||
NCI equity share | $ 31,226 | $ 32,882 | |||
Net loss attributed to non-controlling interests | $ (3,911) | $ (243) | (8,349) | $ (722) | (5,455) |
Non-controlling interests in consolidated entities | 22,877 | 22,877 | 27,427 | ||
Avenue [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | (559) | 6 | |||
Net loss attributed to non-controlling interests | (76) | (34) | (184) | (34) | (567) |
Non-controlling interests in consolidated entities | (743) | (743) | (561) | ||
Coronado SO Co, Inc [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | (217) | 23 | |||
Net loss attributed to non-controlling interests | (5) | (70) | (10) | (230) | (240) |
Non-controlling interests in consolidated entities | (227) | (227) | (217) | ||
Mustang Therapeutics, Inc [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | (350) | 14 | |||
Net loss attributed to non-controlling interests | (89) | (41) | (159) | (267) | (373) |
Non-controlling interests in consolidated entities | (509) | (509) | (359) | ||
Checkpoint Therapeutics, Inc [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | 33,139 | 32,760 | |||
Net loss attributed to non-controlling interests | (3,476) | $ (98) | (7,513) | $ (191) | (3,855) |
Non-controlling interests in consolidated entities | 25,626 | 25,626 | 28,905 | ||
JMC [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | (288) | 79 | |||
Net loss attributed to non-controlling interests | (108) | (229) | (420) | ||
Non-controlling interests in consolidated entities | (517) | (517) | $ (341) | ||
Helocyte [Member] | |||||
Noncontrolling Interest [Line Items] | |||||
NCI equity share | (499) | ||||
Net loss attributed to non-controlling interests | (157) | (254) | |||
Non-controlling interests in consolidated entities | $ (753) | $ (753) |
Non-Controlling Interests - S49
Non-Controlling Interests - Summary Of Components of Non-Controlling Interests in Loss of Consolidated Entities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |||
Noncontrolling Interest [Line Items] | |||||||
Non-controlling interests in loss of consolidated entities | $ (3,911) | $ (243) | $ (8,349) | $ (722) | $ (5,455) | ||
Avenue [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
Non-controlling interests in loss of consolidated entities | $ (76) | $ (34) | $ (184) | $ (34) | (567) | ||
Non-controlling ownership | 11.50% | 11.50% | 11.50% | 11.50% | |||
Coronado SO Co, Inc [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
Non-controlling interests in loss of consolidated entities | $ (5) | $ (70) | $ (10) | $ (230) | (240) | ||
Non-controlling ownership | 13.00% | 13.00% | 13.00% | 13.00% | |||
Mustang Therapeutics, Inc [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
Non-controlling interests in loss of consolidated entities | $ (89) | $ (41) | $ (159) | $ (267) | (373) | ||
Non-controlling ownership | 10.00% | 10.00% | 10.00% | 10.00% | |||
Checkpoint Therapeutics, Inc [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
Non-controlling interests in loss of consolidated entities | $ (3,476) | $ (98) | $ (7,513) | $ (191) | (3,855) | ||
Non-controlling ownership | 64.30% | [1] | 20.00% | 64.30% | [1] | 20.00% | |
JMC [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
Non-controlling interests in loss of consolidated entities | $ (108) | $ (229) | $ (420) | ||||
Non-controlling ownership | 8.10% | 8.10% | |||||
Helocyte [Member] | |||||||
Noncontrolling Interest [Line Items] | |||||||
Non-controlling interests in loss of consolidated entities | $ (157) | $ (254) | |||||
Non-controlling ownership | 20.40% | 20.40% | |||||
[1] | Checkpoint is consolidated with Fortress' operations because Fortress maintains voting control through its ownership of Checkpoint's Class A Common Shares which provide super-majority voting rights. |
Net Loss per Common Share - Com
Net Loss per Common Share - Computations of Diluted Weighted Average Shares Outstanding (Detail) - shares | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 12,348,653 | 10,489,695 |
Warrants to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 515,068 | 685,061 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 1,754,365 | 2,064,365 |
Unvested Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 8,705,137 | 7,704,269 |
Unvested Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total of weighted average shares outstanding | 1,374,083 | 36,000 |
Net Loss per Common Share - Add
Net Loss per Common Share - Additional Information (Detail) - shares | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 12,348,653 | 10,489,695 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount | 8,705,137 |
Stockholders' Equity - Employee
Stockholders' Equity - Employee Stock Purchase Programs (Detail) - 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] | |||||
Stock-based compensation expense | $ 3,023 | $ 1,925 | $ 5,889 | $ 3,395 | |
Fortress Companies [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | [1] | 1,051 | 393 | 2,330 | 393 |
Employee Awards [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 1,969 | 1,525 | 3,553 | 2,988 | |
Non-Employee Awards [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 3 | $ 7 | $ 6 | $ 14 | |
[1] | Consists of approximately $9,000 of Avenue's compensation expenses, approximately $0.8 million of Checkpoint's compensation expense, approximately $147,000 of JMC's compensation expenses and approximately $93,000 of Helocyte's compensation expenses on stock grants for the three months ended June 30, 2016, and approximately $18,000 of Avenue's compensation expenses, approximately $1.9 million of Checkpoint's compensation expense, approximately $328,000 of JMC's compensation expenses and approximately $93,000 of Helocyte's compensation expenses on stock grants for the six months ended June 30, 2016. For the three and six months ended June 30, 2015, expense consists of $22,900 for Avenue, $0.1 million for Mustang, $0.2 million for Coronado SO and $44,700 for Checkpoint. |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Detail) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares, Options vested and expected to vest | 1,779,365 | |
Number of shares, Options granted | 0 | |
Number of shares, Options Forfeited | (25,000) | |
Number of shares, Options vested and expected to vest | 1,754,365 | 1,779,365 |
Number of shares, Options vested and exercisable | 1,065,501 | |
Weighted Average Exercise Price, Options vested and expected to vest | $ 4.37 | |
Weighted Average Exercise Price, Options granted | 0 | |
Weighted Average Exercise Price, Options Forfeited | 2.10 | |
Weighted Average Exercise Price, Options vested and expected to vest | 4.41 | $ 4.37 |
Weighted Average Exercise Price, Options vested and exercisable | $ 3.77 | |
Total Weighted Average Intrinsic Value, Options vested and expected to vest | $ 666,396 | |
Total Weighted Average Intrinsic Value, Options granted | 0 | |
Total Weighted Average Intrinsic Value, Options Forfeited | 0 | |
Total Weighted Average Intrinsic Value, Options vested and expected to vest | 597,262 | $ 666,396 |
Total Weighted Average Intrinsic Value, Options vested and exercisable | $ 573,662 | |
Weighted Average Remaining Contractual Life, Options vested and expected to vest | 5 years 9 months 18 days | 6 years 3 months 25 days |
Weighted Average Remaining Contractual Life, Options vested and exercisable | 5 years 4 months 2 days |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Activity (Detail) - Restricted Stock [Member] | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of shares, Unvested balance | shares | 8,757,935 |
Number of shares, Restricted stock granted | shares | 1,240,868 |
Number of shares, Restricted units cancelled | shares | (33,333) |
Number of shares, Restricted stock vested | shares | (173,333) |
Number of shares, Restricted stock units granted | shares | 405,000 |
Number of shares, Restricted stock units cancelled | shares | (101,000) |
Number of shares, Restricted stock units vested | shares | (16,917) |
Number of shares, Unvested balance | shares | 10,079,220 |
Weighted average grant price, Unvested balance | $ / shares | $ 2.47 |
Weighted average grant price, Restricted stock granted | $ / shares | 2.77 |
Weighted average grant price, Restricted stock cancelled | $ / shares | 2.69 |
Weighted average grant price, Restricted stock vested | $ / shares | 2.73 |
Weighted average grant price, Restricted stock units granted | $ / shares | 2.9 |
Weighted average grant price, Restricted stock units cancelled | $ / shares | 3.64 |
Weighted average grant price, Restricted stock units vested | $ / shares | 3.55 |
Weighted average grant price, Unvested balance | $ / shares | $ 2.5 |
Stockholders' Equity - summariz
Stockholders' Equity - summarizes Fortress warrant activities (Detail) - Warrant [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | ||
Subsidiary or Equity Method Investee [Line Items] | |||
Number of shares, Outstanding | 569,835 | ||
Number of shares, Granted | 100,000 | ||
Number of shares, Expired | (129,767) | ||
Number of shares, Exercised | [1] | (25,000) | |
Number of shares, Outstanding | 515,068 | 569,835 | |
Number of shares, Exercisable | 415,068 | ||
Weighted average exercise price, Outstanding | $ 6.31 | ||
Weighted average exercise price, Granted | 3 | ||
Weighted average exercise price, Expired | 5.59 | ||
Weighted average exercise price, Exercised | [1] | 1.37 | |
Weighted average exercise price, Outstanding | 6.09 | $ 6.31 | |
Weighted average exercise price, Exercisable | $ 6.83 | ||
Total weighted average instrinsic value, Outstanding | $ 120,700 | ||
Total weighted average intrinsic value, Granted | 0 | ||
Total weighted average intrinsic value, Expired | 0 | ||
Total weighted average intrinsic value, Exercised | [1] | 33,000 | |
Total weighted average instrinsic value, Outstanding | 79,200 | $ 120,700 | |
Total weighted average intrinsic value, Exercisable | $ 79,200 | ||
Weighted average remaining contractual life (years), Outstanding | 2 years 5 months 23 days | 1 year 10 months 2 days | |
Weighted average remaining contractual life (years), Granted | 4 years 11 months 1 day | ||
Weighted average remaining contractual life, Exercisable (years) | 1 year 10 months 20 days | ||
[1] | - cashless |
Stockholders' Equity - Fair val
Stockholders' Equity - Fair value of options (Detail) - Journey Medical Corporation [Member] | 6 Months Ended |
Jun. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Risk-free interest rate, Minimum | 1.46% |
Risk-free interest rate, Maximum | 1.82% |
Expected dividend yield | 0.00% |
Expected volatility, Minimum | 96.89% |
Expected volatility, Maximum | 102.05% |
Minimum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term in years | 5 years 2 months 23 days |
Maximum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term in years | 6 years 11 months 12 days |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | Jul. 15, 2016 | Jul. 15, 2015 | May 31, 2016 | Mar. 30, 2016 | Feb. 29, 2016 | Feb. 23, 2016 | Jan. 31, 2016 | Mar. 31, 2015 | Feb. 28, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Stock-based compensation weighted-average vesting period | 11 days | |||||||||||||
Employee Stock Purchase Plan to eligible employees, Reckoning fair value percentage during offering period | 85.00% | 85.00% | ||||||||||||
Employee Stock Purchase Plan to eligible employees, compensation expense recognized | $ 30,000 | $ 8,000 | $ 56,000 | $ 16,000 | ||||||||||
Common Stock issued in connection with the first ESPP offering | 33,958 | |||||||||||||
Research And Development Expense | 6,347,000 | 2,411,000 | $ 14,100,000 | 4,066,000 | ||||||||||
Employee Benefits And Share Based Compensation | 3,023,000 | 1,925,000 | $ 5,889,000 | 3,395,000 | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Gross | 0 | |||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 33,000 | $ 33,000 | ||||||||||||
Share-based Compensation | $ 5,889,000 | 3,395,000 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 10,000 | 150,556 | ||||||||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 33,958 | |||||||||||||
Stock Issued During Period, Value, Employee Stock Purchase Plan | $ 81,000 | |||||||||||||
Payments of Stock Issuance Costs | $ 49,000 | 49,000 | 0 | |||||||||||
Stock Issued During Period, Value, New Issues | 400,000 | |||||||||||||
Long-Term Incentive Program [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Class of Warrant or Right, Outstanding | 500,000 | |||||||||||||
Weighted Market Value Percentage of Invested Capital | 44.80% | |||||||||||||
Weighted Average Cost Percentage of Capital | 30.00% | |||||||||||||
Capital Units, Authorized | 100,000,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Shares Granted | 1.00% | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost, Total | $ 2,200,000 | |||||||||||||
Checkpoint s 2015 Incentive Plan [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.50% | |||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Gross | 1,500,000 | |||||||||||||
Checkpoint [Member] | Private Placement [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7 | |||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures, Total | $ 126,640 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,500 | |||||||||||||
Warrant Purchase Price Per Unit | $ 45,000 | |||||||||||||
Warrants Issued | 44,324 | |||||||||||||
Proceeds from Issuance of Private Placement | $ 600,000 | |||||||||||||
Chief Executive Officer [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 | 1,900,000 | 3,900,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Incremental Compensation Cost | $ 400,000 | |||||||||||||
Dr. Rosenwald [Member] | Long-Term Incentive Program [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 510,434 | |||||||||||||
Mr. Weiss [Member] | Long-Term Incentive Program [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 2.4 | |||||||||||||
Avenue Therapeutics, Inc. [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Employee Stock Purchase Plan to eligible employees, compensation expense recognized | 9,000 | 18,000 | ||||||||||||
Research And Development Expense | 4,000 | 9,000 | ||||||||||||
Allocated Share-based Compensation Expense | $ 800,000 | $ 1,900,000 | ||||||||||||
Weighted Market Value Percentage of Invested Capital | 44.80% | |||||||||||||
Weighted Average Cost Percentage of Capital | 30.00% | |||||||||||||
Shares Issued, Price Per Share | $ 0.146 | |||||||||||||
Employee Benefits And Share Based Compensation | 22,900 | 22,900 | ||||||||||||
Avenue Therapeutics, Inc. [Member] | Chief Executive Officer [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 1,000,000 | |||||||||||||
Avenue Therapeutics, Inc. [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||
Avenue Therapeutics, Inc. [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 12.50% | |||||||||||||
Avenue Therapeutics, Inc. [Member] | Share-based Compensation Award, Tranche Three [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||
Coronado SO Co. [Member] | Acquisition Of License [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Employee Benefits And Share Based Compensation | 200,000 | 200,000 | ||||||||||||
Mustang Bio, Inc [Member] | Acquisition Of License [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Employee Benefits And Share Based Compensation | $ 100,000 | $ 100,000 | ||||||||||||
Journey Medical Corporation [Member] | Employee [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Weighted Market Value Percentage of Invested Capital | 44.50% | |||||||||||||
Weighted Average Cost Percentage of Capital | 30.00% | |||||||||||||
Shares Issued, Price Per Share | $ 0.65 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures, Total | 290,000 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | |||||||||||||
Checkpoint Therapeutics, Inc [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 83.00% | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.35% | |||||||||||||
Share Price | $ 4.42 | $ 0.065 | $ 4.42 | $ 0.065 | $ 4.39 | |||||||||
Fair Value Assumptions, Weighted Average Volatility Rate | 30.00% | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 48 months | |||||||||||||
Weighted Average Cost Percentage of Capital | 44.80% | |||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 83.00% | |||||||||||||
Checkpoint Therapeutics, Inc [Member] | Acquisition Of License [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Employee Benefits And Share Based Compensation | $ 44,700 | $ 44,700 | ||||||||||||
JMC [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Allocated Share-based Compensation Expense | $ 147,000 | $ 328,000 | ||||||||||||
Helocyte Inc [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Allocated Share-based Compensation Expense | 93,000 | 93,000 | ||||||||||||
Helocyte Inc [Member] | Consultants [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 68.00% | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.30% | |||||||||||||
Share Price | $ 0.46 | |||||||||||||
Stock Issued During Period, Shares, Issued for Services | 508,333 | 150,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 127,084 | |||||||||||||
Helocyte Inc [Member] | Chief Executive Officer [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share Price | $ 0.097 | |||||||||||||
Stock Issued During Period, Shares, Issued for Services | 1,000,000 | |||||||||||||
Share-based Compensation | 25,000 | 25,000 | ||||||||||||
Helocyte Inc [Member] | Non-employee [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation | 68,000 | 68,000 | ||||||||||||
Origo Acquisition Corporation [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 1,020,000 | |||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 0.92 | |||||||||||||
Research and Development Expense [Member] | Checkpoint Therapeutics, Inc [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Allocated Share-based Compensation Expense | 500,000 | 1,200,000 | ||||||||||||
General and Administrative Expense [Member] | Incentive Plan 2015 [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation | $ 700,000 | |||||||||||||
General and Administrative Expense [Member] | Checkpoint s 2015 Incentive Plan [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation | 400,000 | |||||||||||||
Restricted Stock [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Stock-based compensation weighted-average vesting period | 2 years 4 months 24 days | |||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | 6,400,000 | $ 6,400,000 | ||||||||||||
Restricted Stock [Member] | Journey Medical Corporation [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation | $ 31,000 | $ 66,000 | ||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Stock-based compensation weighted-average vesting period | 1 year 4 months 24 days | |||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 1,500,000 | $ 1,500,000 | ||||||||||||
Employee Stock Option [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Common Stock issued in connection with the first ESPP offering | 125,150 | |||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 74,850 | 74,850 | ||||||||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 125,150 | |||||||||||||
Employee Stock Option [Member] | Journey Medical Corporation [Member] | ||||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||||
Share-based Compensation | $ 100,000 | $ 300,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Mar. 13, 2015 | Jul. 26, 2016 | May 31, 2016 | May 31, 2015 | Mar. 20, 2015 | Mar. 17, 2015 | Feb. 17, 2015 | Sep. 30, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jul. 30, 2016 |
Related Party Transaction [Line Items] | |||||||||||||
Costs and Expenses, Related Party | $ 21,000 | $ 44,000 | $ 84,000 | $ 88,000 | |||||||||
Agreement Description Terms | (i) pay an equity fee in shares of common stock, payable within five (5) business days of the closing of any equity or debt financing for Mustang or any of its respective subsidiaries that occurs after the effective date of the Founders Agreement and ending on the date when the Company no longer has majority voting control in Mustangs voting equity, equal to two and one-half (2.5%) of the gross amount of any such equity or debt financing; and (ii) pay a cash fee equal to four and one-half percent (4.5%) of Mustangs annual net sales, payable on an annual basis, within ninety (90) days of the end of each calendar year. In the event of a change in control, Mustang will pay a one-time change in control fee equal to five (5x) times the product of (A) monthly net sales for the twelve (12) months immediately preceding the change in control and (B) four and one-half percent (4.5%). | (i) issue annually to the Company, on the anniversary date of the Founders Agreement, shares of common stock equal to two and one half percent (2.5%) of the fully-diluted outstanding equity of Helocyte at the time of issuance; (ii) pay an equity fee in shares of Helocyte common stock, payable within five (5) business days of the closing of any equity or debt financing for Helocyte or any of its respective subsidiaries that occurs after the effective date of the Founders Agreement and ending on the date when Fortress no longer has majority voting control in Helocytes voting equity, equal to two and one half percent (2.5%) of the gross amount of any such equity or debt financing; and (iii) pay a cash fee equal to four and one half percent (4.5%) of Helocytes annual net sales, payable on an annual basis, within ninety (90) days of the end of each calendar year. In the event of a change in control (as it is defined in the Founders Agreement), the Company will pay a one-time change in control fee equal to five (5x) times the product of (i) monthly net sales for the twelve (12) months immediately preceding the change in control and (ii) four and one-half percent (4.5%). | (i) issue annually to the Company, on the anniversary date of the Founders Agreement, shares of common stock equal to 2.5% of the fully-diluted outstanding equity of Checkpoint at the time of issuance; (ii) pay an equity fee in shares of common stock, payable within five (5) business days of the closing of any equity or debt financing for Checkpoint or any of its subsidiaries that occurs after the effective date of the Founders Agreement and ending on the date when the Company no longer has majority voting control in Checkpoints voting equity, equal to 2.5% of the gross amount of any such equity or debt financing; and (iii) pay a cash fee equal to 4.5% of Checkpoints annual net sales, payable on an annual basis, within ninety (90) days of the end of each calendar year. In the event of a change in control (as it is defined in the Founders Agreement), Checkpoint will pay a one-time change in control fee equal to five times (5x) the product of (i) net sales for the twelve (12) months immediately preceding the change in control and (ii) four and one-half percent (4.5%). | (i) issue annually to the Company, on the anniversary date of the Founders Agreement, shares of common stock equal to two and one half percent (2.5%) of the fully-diluted outstanding equity of Avenue at the time of issuance; (ii) pay an equity fee in shares of Avenue common stock, payable within five (5) business days of the closing of any equity or debt financing for Avenue or any of its respective subsidiaries that occurs after the effective date of the Founders Agreement and ending on the date when Fortress no longer has majority voting control in Avenues voting equity, equal to two and one half percent (2.5%) of the gross amount of any such equity or debt financing; and (iii) pay a cash fee equal to four and one half percent (4.5%) of Avenues annual net sales, payable on an annual basis, within ninety (90) days of the end of each calendar year. In the event of a change in control (as it is defined in the Founders Agreement), the Company will pay a one-time change in control fee equal to five (5x) times the product of (i) monthly net sales for the twelve (12) months immediately preceding the change in control and (ii) four and one-half percent (4.5%). | |||||||||
Debt Issuance Cost | 249,000 | $ 0 | |||||||||||
Prepaid Rent | $ 199,000 | ||||||||||||
Lease Sharing Agreements, Contributions to Property Under Lease | 4,500,000 | ||||||||||||
Chord Advisors, LLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 10,000 | ||||||||||||
TG Therapeutics, Inc [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Operating Leases, Rent Expense | $ 1,100,000 | ||||||||||||
Prepaid Rent | 79,800 | 79,800 | |||||||||||
Due from Related Parties, Current | 2,000,000 | 2,000,000 | |||||||||||
Percentage of Rentable Area | 45.00% | 40.00% | |||||||||||
Lease Improvement Cost Associate With Lease | 5,100,000 | ||||||||||||
Checkpoint [Member] | Chord Advisors, LLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | 7,500 | ||||||||||||
Founders Agreement [Member] | Subsequent Event [Member] | Mustang Bio, Inc [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 15 years | ||||||||||||
Agreement Description Terms | Concurrently with the second amendment to the Founders Agreement, we entered into an Exchange Agreement whereby we exchanged our 7.2 million Class B Common shares for 7.0 million common shares and 250,000 Class A Preferred shares. Class A Preferred Stock is identical to common stock other than as to voting rights, conversion rights and the PIK Dividend right (as described below). Each share of Class A Preferred Stock will be entitled to vote the number of votes that is equal to one and one-tenth (1.1) times a fraction, the numerator of which is the sum of (A) the shares of outstanding Mustang common stock and (B) the whole shares of Mustang common stock into which the shares of outstanding Class A Common Stock and the Class A Preferred Stock are convertible and the denominator of which is the number of shares of outstanding Class A Preferred Stock. Thus, the Class A Preferred Stock will at all times constitute a voting majority. Each share of Class A Preferred Stock is convertible, at our option, into one fully paid and nonassessable share of Mustang common stock, subject to certain adjustments. As holders of Class A Preferred Stock, we will receive on each March 13 (each a PIK Dividend Payment Date) until the date all outstanding Class A Preferred Stock is converted into common stock or redeemed (and the purchase price is paid in full), pro rata per share dividends paid in additional fully paid and nonassessable shares of common stock (PIK Dividends) such that the aggregate number of shares of common stock issued pursuant to such PIK Dividend is equal to two and one-half percent (2.5%) of Mustangs fully-diluted outstanding capitalization on the date that is one (1) business day prior to any PIK Dividend Payment Date. | ||||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | ||||||||||||
OPPM [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Due from Related Parties | 500,000 | 500,000 | |||||||||||
Operating Leases, Rent Expense | $ 500,000 | ||||||||||||
Prepaid Rent | 39,800 | 39,800 | |||||||||||
Due from Related Parties, Current | 500,000 | 500,000 | |||||||||||
Percentage of Rentable Area | 10.00% | 20.00% | |||||||||||
Lease Improvement Cost Associate With Lease | 5,100,000 | ||||||||||||
Management Services Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Annual Consulting Fee | $ 500,000 | $ 500,000 | $ 500,000 | $ 500,000 | |||||||||
Increase in Annual Consulting Fee | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||
Excess In Net Assets Value | $ 100,000,000 | $ 100,000,000 | 100,000,000 | 100,000,000 | |||||||||
Management Services Agreement [Member] | Checkpoint [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Long-term Debt, Gross | $ 2,800,000 | ||||||||||||
Management Services Agreement [Member] | Founders Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Debt Issuance Cost | $ 3,000,000 | ||||||||||||
Avenue [Member] | Chord Advisors, LLC [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related Party Transaction, Expenses from Transactions with Related Party | $ 5,000 | ||||||||||||
Shared Services Agreement [Member] | TG Therapeutics, Inc [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from Related Party Agreement | $ 200,000 | $ 300,000 |
Segment Information - Operating
Segment Information - Operating Results by Reportable Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||
Net Revenue | $ 2,230 | $ 0 | $ 2,890 | $ 500 | |
Direct cost of goods | 324 | 0 | 324 | 0 | |
Sales and marketing costs | (1,998) | (727) | (3,884) | (1,300) | |
Research and development | 6,347 | 2,411 | 14,100 | 4,066 | |
General and administrative | 8,635 | 3,803 | 16,550 | 7,280 | |
Segment loss from operations | (15,136) | (7,762) | (30,227) | (19,833) | |
Segment assets | 98,062 | 83,699 | 98,062 | 83,699 | $ 118,610 |
Dermatology Product Sales [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenue | 982 | 0 | 1,364 | 0 | |
Direct cost of goods | (324) | 0 | (324) | 0 | |
Sales and marketing costs | (1,998) | (727) | (3,884) | (1,300) | |
Research and development | 0 | 0 | 0 | 0 | |
General and administrative | 0 | 0 | 0 | 0 | |
Segment loss from operations | (1,340) | (727) | (2,844) | (1,300) | |
Segment assets | 3,058 | 1,569 | 3,058 | 1,569 | |
Pharmaceutical and Biotechnology Product Development [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Revenue | 1,248 | 0 | 1,526 | 500 | |
Direct cost of goods | 0 | 0 | 0 | 0 | |
Sales and marketing costs | 0 | 0 | 0 | ||
Research and development | (8,407) | (3,959) | (16,244) | (13,053) | |
General and administrative | (6,637) | (3,076) | (12,665) | (5,980) | |
Segment loss from operations | (13,796) | (7,035) | (27,383) | (18,533) | |
Segment assets | $ 95,004 | $ 82,130 | $ 95,004 | $ 82,130 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Sales Revenue, Goods, Net | $ 981 | $ 0 | $ 1,364 | $ 0 |
Customer One [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales Revenue, Goods, Net | 300 | 600 | ||
Accounts Receivable, Net | 400 | 400 | ||
Customer Two [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales Revenue, Goods, Net | 300 | 300 | ||
Accounts Receivable, Net | 400 | 400 | ||
Customer Three [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Sales Revenue, Goods, Net | 300 | 300 | ||
Accounts Receivable, Net | $ 100 | $ 100 |
Merger Agreement with Nationa61
Merger Agreement with National Holdings Corporation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||
Apr. 27, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Merger Agreement with National Holdings Corporation [Line Items] | |||
Reimbursement Of Transaction Expenses | $ 0.8 | ||
Common Stock, par value | $ 0.001 | $ 0.001 | |
Parent [Member] | |||
Merger Agreement with National Holdings Corporation [Line Items] | |||
Merger Agreement Termination Fee | $ 4.4 | ||
National Holdings Corporation [Member] | |||
Merger Agreement with National Holdings Corporation [Line Items] | |||
Merger Agreement, Minimum percentage of Shares in Tender Offer to Completed Merger | 80.00% | ||
Merger Agreement Termination Fee | $ 1.8 | ||
Common Stock, par value | $ 0.02 | ||
Business Acquisition, Share Price | $ 3.25 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - USD ($) $ in Millions | Aug. 01, 2016 | Jul. 05, 2016 |
Ovamed GmbH Settlement Agreement [Member] | ||
Subsequent Event [Line Items] | ||
Contractual Obligation | $ 1.9 | |
Contractual Obligation, Future Minimum Payments Due, Remainder of Fiscal Year | 1.1 | |
Contractual Obligation, Due in Next Fiscal Year | $ 0.8 | |
NSC Note [Member] | ||
Subsequent Event [Line Items] | ||
Contingently Issuable Warrants Percentage | 25.00% | |
Long-term Debt, Gross | $ 3.6 |