Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Apr. 15, 2014 | Jun. 30, 2013 | |
Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'XBIO | ' | ' |
Entity Registrant Name | 'Xenetic Biosciences, Inc. | ' | ' |
Entity Central Index Key | '0001534525 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 146,740,692 | ' |
Entity Public Float | ' | ' | $700,000 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash | $4,839,486 | $11,136,870 |
Restricted cash | 66,000 | ' |
Accounts receivable | ' | 130,258 |
Other receivables | 256,015 | 81,926 |
Prepaid expenses and other | 168,308 | 195,907 |
Total current assets | 5,329,809 | 11,544,961 |
Property and equipment, net | 152,603 | 122,082 |
Goodwill | 3,665,199 | 3,592,073 |
Indefinite-lived intangible assets | 10,318,001 | 10,112,141 |
Total assets | 19,465,612 | 25,371,257 |
Current liabilities: | ' | ' |
Accounts payable | 942,156 | 119,669 |
Accrued expenses | 1,826,867 | 456,744 |
Accrued payroll taxes | 84,599 | 86,600 |
Other current liabilities | 55,266 | 53,656 |
Loans due to related parties | 681,124 | 682,993 |
Total current liabilities | 3,590,012 | 1,399,662 |
Deferred tax liability | 3,257,910 | 3,192,909 |
Total liabilities | 6,847,922 | 4,592,571 |
Commitments and contingent liabilities (Note 9) | ' | ' |
Stockholders' equity: | ' | ' |
Common stock, $0.01 par value; 215,456,000 shares authorized as of December 31, 2013 and 2012; 130,575,516 and 130,520,137 shares issued as of December 31, 2013 and 2012; 119,887,322 and 119,831,943 shares outstanding as of December 31, 2013 and 2012 respectively | 1,305,755 | 1,305,201 |
Additional paid in capital | 73,999,860 | 73,566,820 |
Accumulated deficit | -58,306,999 | -49,727,753 |
Accumulated other comprehensive income | 900,254 | 915,598 |
Treasury stock | -5,281,180 | -5,281,180 |
Total stockholders' equity | 12,617,690 | 20,778,686 |
Total liabilities and stockholders' equity | $19,465,612 | $25,371,257 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement Of Financial Position [Abstract] | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 215,456,000 | 215,456,000 |
Common stock, shares issued | 130,575,516 | 130,520,137 |
Common stock, shares outstanding | 119,887,322 | 119,831,943 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' |
Revenue | $1,000,000 | $293,603 |
Cost of revenue | ' | 44,838 |
Gross profit | 1,000,000 | 248,765 |
Operating costs and expenses: | ' | ' |
Research and development | 3,060,306 | 1,943,504 |
General and administrative | 6,553,163 | 3,561,898 |
Impairment of In-Process Research and Development | ' | 1,087,638 |
Total operating costs and expenses | 9,613,469 | 6,593,040 |
Loss from operations | -8,613,469 | -6,344,275 |
Other income (expense): | ' | ' |
Interest income | 34,855 | 67,674 |
Interest expense | -632 | -51,739 |
Total other income (expense) | 34,223 | 15,935 |
Loss before income taxes | -8,579,246 | -6,328,340 |
Income tax | ' | ' |
Net loss | -8,579,246 | -6,328,340 |
Other comprehensive (loss) income | ' | ' |
Foreign currency translation adjustment | -15,344 | 1,170,501 |
Total comprehensive loss | ($8,594,590) | ($5,157,839) |
Net loss per share of common stock, basic and diluted | ($0.07) | ($0.05) |
Weighted-average shares of common stock outstanding, basic and diluted | 119,836,558 | 119,828,687 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($8,579,246) | ($6,328,340) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation | 52,032 | 104,619 |
Share-based compensation | 431,504 | 339,780 |
Non-cash impairment of acquired In-Process Research and Development | ' | 1,087,638 |
Non-cash interest income | ' | -577 |
Non-cash interest expense | ' | 51,739 |
Foreign currency translation | -14,965 | -42,155 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable, prepayments and other receivables | -7,519 | -31,695 |
Accounts payable and accrued expenses | 2,066,172 | -1,443,063 |
Net cash used in operating activities | -6,052,022 | -6,262,054 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchases of property and equipment | -78,634 | -130,084 |
Sales of property and equipment | ' | 37,847 |
Overdraft acquired with SymbioTec GmbH | ' | -349 |
Change in restricted cash | -66,000 | ' |
Net cash used in investing activities | -144,634 | -92,586 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from issuance of common stock | ' | 421,163 |
Proceeds from exercise of stock options | 2,090 | 709 |
Employee participation in JSOP | ' | 61,751 |
Stock issuance costs | ' | -80,774 |
Payments on loan from related party | ' | -706,201 |
Net cash provided by (used in) financing activities | 2,090 | -303,352 |
Effect of exchange rate change on cash and cash equivalents | -102,818 | 677,882 |
Net decrease in cash and cash equivalents, excluding restricted cash | -6,297,384 | -5,980,110 |
Cash and cash equivalents at beginning of year | 11,136,870 | 17,116,980 |
Cash and cash equivalents at end of year | 4,839,486 | 11,136,870 |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' |
Issuance of common stock in connection with SymbioTec GmbH acquisition | ' | 9,339,100 |
Loan to JSOP trustees | ' | $4,692,518 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders' Equity (USD $) | Total | JSOP Awards [Member] | SymbioTec GmbH [Member] | Serum Institute of India Limited [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Treasury Stock [Member] |
JSOP Awards [Member] | SymbioTec GmbH [Member] | Serum Institute of India Limited [Member] | JSOP Awards [Member] | SymbioTec GmbH [Member] | Serum Institute of India Limited [Member] | JSOP Awards [Member] | ||||||||||
Beginning Balance at Dec. 31, 2011 | $14,803,804 | ' | ' | ' | $922,343 | ' | ' | ' | $58,124,439 | ' | ' | ' | ($43,399,413) | ($254,903) | ($588,662) | ' |
Beginning Balance, Shares at Dec. 31, 2011 | ' | ' | ' | ' | 92,234,321 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options | 709 | ' | ' | ' | 195 | ' | ' | ' | 514 | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options, Shares | ' | ' | ' | ' | 19,535 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock | ' | 61,751 | 9,258,326 | 1,472,155 | ' | 89,863 | 256,000 | 36,800 | ' | 4,664,406 | 9,002,326 | 1,435,355 | ' | ' | ' | -4,692,518 |
Issuance of common stock, Shares | ' | ' | ' | ' | ' | 8,986,281 | 25,600,000 | 3,680,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation | 339,780 | ' | ' | ' | ' | ' | ' | ' | 339,780 | ' | ' | ' | ' | ' | ' | ' |
Net loss | -6,328,340 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -6,328,340 | ' | ' | ' |
Foreign currency translation | 1,170,501 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,170,501 | ' | ' |
Ending Balance at Dec. 31, 2012 | 20,778,686 | ' | ' | ' | 1,305,201 | ' | ' | ' | 73,566,820 | ' | ' | ' | -49,727,753 | 915,598 | -5,281,180 | ' |
Ending Balance, Shares at Dec. 31, 2012 | ' | ' | ' | ' | 130,520,137 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options | 2,090 | ' | ' | ' | 554 | ' | ' | ' | 1,536 | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options, Shares | ' | ' | ' | ' | 55,379 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation | 431,504 | ' | ' | ' | ' | ' | ' | ' | 431,504 | ' | ' | ' | ' | ' | ' | ' |
Net loss | -8,579,246 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -8,579,246 | ' | ' | ' |
Foreign currency translation | -15,344 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -15,344 | ' | ' |
Ending Balance at Dec. 31, 2013 | $12,617,690 | ' | ' | ' | $1,305,755 | ' | ' | ' | $73,999,860 | ' | ' | ' | ($58,306,999) | $900,254 | ($5,281,180) | ' |
Ending Balance, Shares at Dec. 31, 2013 | ' | ' | ' | ' | 130,575,516 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated_Statements_of_Cha1
Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement Of Stockholders Equity [Abstract] | ' | ' |
Common stock, par value | $0.01 | $0.01 |
The_Company
The Company | 12 Months Ended | |
Dec. 31, 2013 | ||
Accounting Policies [Abstract] | ' | |
The Company | ' | |
1 | The Company | |
Background | ||
Xenetic Biosciences, Inc. (formerly General Sales and Leasing, Inc.) (the “Company”) incorporated in the state of Nevada and based in Lexington, Massachusetts, is a clinical stage biopharmaceutical company that is focused on the discovery, development and planned commercialization of a new generation of human drug therapies for the treatment of a variety of conditions including anemia, refractory Acute Myeloid Leukemia (“AML”), Cystic Fibrosis, Multiple Sclerosis, and certain cancers based upon its proprietary and patented drug delivery platform systems and drug development collaborations with major third party pharmaceutical companies around the world. | ||
The Company’s drug delivery platform systems include PolyXen® for creating next generation biologic drugs by extending the efficacy, safety and half-life of existing biologic drugs, OncoHist™ for the development of novel oncology drug therapies focused on orphan indications in humans and ImuXen® for the development of vaccines that can simultaneously deliver multiple active pharmaceutical ingredients. The Company is also developing a broad pipeline of drug candidates for next generation biologics and novel oncology therapeutics in a number of orphan disease indications. | ||
Recent Significant Transaction | ||
On January 23, 2014, the Company consummated a reverse merger (the “Acquisition”) pursuant to a written plan of reorganization, in which the Company merged with Xenetic Biosciences plc (“Xenetic UK”), a company incorporated in England and Wales under the Companies Act of 1985, such that Xenetic UK became a wholly owned subsidiary of the Company. Upon completion of the Acquisition, the Company acquired all issued and outstanding shares of capital stock of Xenetic UK in exchange for the issuance of 56 new shares of the Company’s common stock for every whole 175 shares of Xenetic UK’s capital stock previously issued and outstanding. As a result, 132,545,504 shares of the Company’s common stock were newly issued and immediately following the Acquisition, there were 136,045,504 shares of common stock issued and outstanding. Since former Xenetic UK shareholders owned, immediately following the Acquisition, approximately 97% of the combined company on a fully diluted basis and all members of the combined company’s executive management were from Xenetic UK, Xenetic UK was deemed to be the acquiring company for accounting purposes and the transaction was accounted for as a reverse acquisition in accordance with accounting principles generally accepted in the United States (“US GAAP”). | ||
Prior to the Acquisition, the Company changed its name from General Sales and Leasing, Inc. to Xenetic Biosciences, Inc. As used in these consolidated financial statements, unless otherwise indicated, all references herein to “Xenetic”, the “Company”, “we” or “us” refer to Xenetic Biosciences, Inc. and its wholly owned subsidiaries. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||
Dec. 31, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Summary of Significant Accounting Policies | ' | ||
2 | Summary of Significant Accounting Policies | ||
Principles of Consolidation | |||
The financial statements of the Company include the accounts of Xenetic Biosciences plc and its wholly owned subsidiaries; Lipoxen Technologies Limited, Xenetic Bioscience, Incorporated, and SymbioTec GmbH (“SymbioTec”). All material intercompany balances and transactions have been eliminated on consolidation. | |||
In accordance with the reverse acquisition guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 Business Combinations (“ASC 805”), the consolidated financial statements of the Company (the accounting acquiree) are a continuation of the financial statements of Xenetic UK (the accounting acquirer), adjusted to retroactively change Xenetic UK’s legal capital to reflect the legal capital of the Company. This adjustment has been calculated based upon the share exchange ratio of 56 new shares of Company common stock for every whole 175 shares of Xenetic UK capital stock previously issued and outstanding. Comparative information preserved in these consolidated financial statements is also retroactively adjusted to reflect the legal capital of the Company. | |||
Use of Estimates | |||
The preparation of the financial statements in accordance with US GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenue and expenses in the financial statements and disclosures in the accompanying notes. Actual results and outcomes may differ materially from management’s estimates, judgments and assumptions. | |||
Fair Value of Financial Instruments | |||
ASC Topic 820 Fair Value Measurement defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 utilizes quoted market prices in markets that are not active, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. | |||
The Company’s cash and cash equivalents are measured at fair value on a recurring basis and classified as Level 1 in the fair value hierarchy because they are valued using quoted prices for the years ended December 31, 2013 and 2012. The carrying amount of certain of the Company’s financial instruments approximate fair value due to their short maturities. | |||
Cash, Cash Equivalents and Investments | |||
The Company considers all highly liquid investments with maturities of 90 days or less from the date of purchase to be cash equivalents. Investments with original maturities of greater than 90 days from the date of purchase but less than one year from the balance sheet date are classified as short-term investments, while investments with maturities of one year or beyond from the balance sheet date are classified as long-term investments. Management determines the appropriate classification of its cash equivalents and investment securities at the time of purchase and re-evaluates such determination as of each balance sheet date. | |||
Restricted Cash | |||
As of December 31, 2013, restricted cash represents a certificate of deposit that matures annually, and secures the Company’s outstanding letter of credit of $66,000 for the operating lease for new office and laboratory space in Lexington, Massachusetts. The letter of credit is required to be maintained through the term of the lease, which expires in January 2019. | |||
Accounts Receivable and Amounts Due from Collaboration Partners | |||
Accounts receivable are amounts due from third parties and collaboration partners as a result of research and development services provided or license fees due but not yet paid. The Company considered the need for an allowance for doubtful accounts and has concluded that no allowance was needed as of December 31, 2013 or 2012, as the estimated risk of loss on its accounts receivable was determined to be minimal. Historically, the Company has fully collected all accounts receivables from third parties and collaboration partners within their respective payment periods and in accordance with the Company’s payment terms. | |||
Concentration of Credit Risk | |||
Financial instruments that subject the Company to concentrations of credit risk include cash and accounts receivable. The Company maintains cash and cash equivalents with various major financial institutions. The Company performs periodic evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any one institution. | |||
Accounts receivable represent amounts due from collaboration partners. The Company monitors economic conditions to identify facts or circumstances that may indicate that any of its accounts receivable are at risk. | |||
As of December 31, 2012, a single collaboration partner accounted for 100% of the Company’s accounts receivable. Refer to Note 4, Significant Strategic Drug Development Collaborations, for additional information regarding the Company’s collaboration agreements. The Company had no accounts receivable as of December 31, 2013. | |||
Property and Equipment | |||
The Company records property and equipment at cost less accumulated depreciation. Expenditures for major renewals and improvements which extend the life or usefulness of the asset are capitalized. Items of an ordinary repair or maintenance nature are charged directly to operating expense as incurred. The Company calculates depreciation using the straight-line method over the estimated useful lives of the assets: | |||
Asset Classification | Estimated Useful Life | ||
Laboratory equipment | 4 years | ||
Office and computer equipment | 4 years | ||
Leasehold improvements | 4 years or the remaining term of the lease, if shorter | ||
The Company eliminates the cost of assets retired or otherwise disposed of, along with the corresponding accumulated depreciation, from the related accounts, and the resulting gain or loss is reflected in the results of operations. | |||
Indefinite-Lived Intangible Assets | |||
Acquired indefinite-lived intangible assets consist of In-Process Research and Development (“IPR&D”) related to the Company’s business combination with SymbioTec, which were recorded at fair value on the acquisition date. IPR&D intangible assets are considered indefinite-lived intangible assets until completion or abandonment of the associated research and development efforts. Substantial additional research and development may be required before the Company’s IPR&D reaches technological feasibility. Upon completion of the IPR&D project, the IPR&D assets will be amortized over their estimated useful lives. | |||
In accordance with ASC Topic 350 Intangibles - Goodwill and Other (“ASC 350”), the Company assesses intangible assets with indefinite lives for impairment using the two-step impairment test at least annually on October 1, or when events or changes in the business environment indicate the carrying value may not be fully recoverable. In addition, the Company utilizes an independent third party to assist in the determination of the fair value of the Company’s indefinite-lived intangible assets. Pursuant to Accounting Standards Update (“ASU”) No. 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to the determination that it is more likely than not (that is, a likelihood of more than 50%) that the acquired IPR&D is impaired. If the Company chooses to first assess the qualitative factors and it is determined that it is not more likely than not acquired IPR&D is impaired, the Company is not required to take further action to test for impairment. The Company also has the option to bypass the qualitative assessment and perform only the quantitative impairment test, which the Company may choose to perform in some periods but not in others. | |||
The determinations as to whether, and, if so, the extent to which, acquired IPR&D become impaired are highly judgmental and based on significant assumptions regarding the projected future financial condition and operating results, changes in the manner of the use and development of the acquired assets, the Company’s overall business strategy, and regulatory, market and economic environment and trends. No impairment was recorded during the year ended December 31, 2013. In the year ended December 31, 2012, IPR&D acquired from Serum Institute of India Limited (“Serum Institute”) was immediately impaired as it was not acquired in connection with a business combination. | |||
IPR&D that is acquired in a transaction that is not a business combination is not capitalized but expensed in the period acquired. Refer to Note 4, Significant Strategic Drug Development Collaborations, for further discussion on IPR&D acquired in a transaction that does not meet the criteria for a business combination. | |||
Goodwill | |||
Goodwill is comprised of the purchase price of business combinations in excess of the fair value assigned at acquisition to the net tangible and identifiable intangible assets acquired. Goodwill was assigned to the Company’s single reporting unit at the date of the acquisition of SymbioTec. Goodwill is not amortized, but in accordance with ASC 350, the Company assesses goodwill for impairment using the two-step impairment test at least annually, or when events or changes in the business environment indicate the carrying value may not be fully recoverable. The Company performs its annual impairment review on October 1. | |||
Pursuant to ASU No. 2011-08, Intangibles – Goodwill and Other (Topic 350) – Testing Goodwill for Impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to the determination that it is more likely than not (that is, a likelihood of more than 50%) that goodwill is impaired. If the Company chooses to first assess qualitative factors and it is determined that it is not more likely than not goodwill is impaired, the Company is not required to take further action to test for impairment. The Company also has the option to bypass the qualitative assessment and perform only the quantitative impairment test, which the Company may choose to do in some periods but not in others. | |||
In addition, the Company assesses market conditions, industry developments and internal operations to determine if events or changes in the business environment indicate the carrying value of goodwill may not be fully recoverable. No impairments were recorded during the years ended December 31, 2013 or 2012. | |||
Impairment of Long-Lived Assets | |||
In accordance with ASC Topic 360 Property, Plant and Equipment, the Company reviews long-lived assets to be held and used, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be fully recoverable. No such impairments were recorded during the years ended December 31, 2013 or 2012. | |||
Evaluation of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset or asset group and its eventual disposition. Impairment, if any, is calculated as the amount by which an asset’s carrying value exceeds its fair value, typically using discounted cash flows to determine fair value. | |||
Foreign Currency Translation | |||
The Company’s reporting currency is US dollars. During the years ended December 31, 2013 and 2012, the Company had operations in the United Kingdom (“UK”), United States (“US”) and Germany. The functional currencies of the operations in the UK, US and Germany are their local currencies: British pounds sterling, US dollars and euros, respectively. Assets and liabilities of foreign operations are translated to US dollars at the exchange rate in effect at the balance sheet date and revenue and expenses at the average exchange rate for the period. Gains and losses from the translation of the consolidated financial statements of foreign subsidiaries into US dollars are included in stockholders’ equity as a component of other comprehensive income. The Company does not record tax provisions or benefits for the net changes in foreign currency translation adjustments, as the company intends to permanently reinvest undistributed earnings in its foreign subsidiaries. Realized and unrealized gains and losses resulting from foreign currency transactions arising from exchange rate fluctuations on balances denominated in currencies other than the functional currencies, are recognized in “Other (expense) income” in the consolidated statements of comprehensive loss. Monetary assets and liabilities that are denominated in a currency other than the functional currency are re-measured to the functional currency using the exchange rate at the balance sheet date and gains or losses are recorded in “Other (expense) income” in the consolidated statements of comprehensive loss. | |||
Revenue Recognition | |||
The Company enters into supply, license and collaboration arrangements with pharmaceutical and biotechnology partners, some of which include royalty agreements based on potential net sales of approved commercial pharmaceutical products. The Company recognizes revenue in accordance with the authoritative guidance, ASC Topic 605, Revenue Recognition. The Company recognizes revenue when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery (or passage of title) has occurred or services have been rendered, (iii) the seller’s price to the buyer is fixed or determinable, and (iv) collectability is reasonably assured. | |||
Supply services | |||
Supply services are primarily derived from cost-plus and fixed price supply agreements with the Company’s collaboration partners and revenue is recognized when there is persuasive evidence that an arrangement exists, delivery has occurred in accordance to sales terms, the price is fixed or determinable, and collection is reasonably assured. The Company has not experienced any significant returns from customers. | |||
License, collaboration and other | |||
The terms of the Company’s license agreements include delivery of an Intellectual Property (“IP”) license to a collaboration partner. The Company may be compensated under license arrangements through a combination of non-refundable upfront payments, development and regulatory objective payments and royalty payments on future product sales by partners. Non-refundable upfront payments and development and regulatory objective payments received by the Company in license and collaboration arrangements that include future obligations, such as supply obligations, are recognized ratably over the Company’s expected performance period under each respective arrangement. The Company makes its best estimate of the period over which the Company expects to fulfill the Company’s performance obligations, which may include technology transfer assistance, research activities, clinical development activities, and manufacturing activities from development through the commercialization of the product. Given the uncertainties of these collaboration arrangements, significant judgment is required to determine the duration of the performance period. Non-refundable upfront license fees received, whereby continued performance or future obligations are considered inconsequential or perfunctory to the relevant licensed technology, are recognized as revenue upon delivery of the technology. | |||
The Company expects to recognize royalty revenue in the period of sale, based on the underlying contract terms, provided that the reported sales are reliably measurable and the Company has no remaining performance obligations, assuming all other revenue recognition criteria are met. | |||
Reimbursements for research and development services completed by the Company related to the collaboration agreements are recognized in operations as revenue on a gross basis. | |||
The Company’s license and collaboration agreements with certain collaboration partners could also provide for future payments to the Company based solely upon the performance of the respective collaboration partner in consideration of deadline extensions or upon the achievement of specified sales volumes of approved drugs. For such payments, the Company expects to recognize the payments as revenue when earned under the applicable contract terms on a performance basis or ratably over the term of the agreement. These payments may also be recognized as revenue when continued performance or future obligations by the Company are considered inconsequential or perfunctory. Refer to Note 4, Significant Strategic Drug Development Collaborations, for discussion on arrangements with specific collaboration partners. | |||
Cost of Revenue | |||
The Company expects to recognize costs of revenue related to the Company’s supply services in the same period revenue is recognized from supply services. | |||
Research and Development Expenses | |||
Research and development expenses consist of expenses incurred in performing research and development activities, including compensation and benefits, facilities expenses, overhead expenses, clinical trial and related clinical manufacturing expenses, fees paid to Clinical Research Organizations and other outside expenses. The Company expenses research and development costs as incurred. The Company records non-refundable advance payments made for research and development services prior to the services being rendered as prepaid expenses on the consolidated balance sheets and expenses them as the services are provided. The value ascribed to intangible assets acquired but which have not met capitalization criteria is expensed as research and development at the time of acquisition. | |||
Share-Based Compensation | |||
Stock options | |||
The Company grants share-based payments in the form of options to employees and non-employees, Joint Share Ownership Plan (“JSOP”) awards to employees, as well as agreements to issue common stock in exchange for services provided by non-employees. The Company measures share-based payments in accordance with ASC Topic 718, Compensation – Stock Compensation. | |||
Stock option compensation expenses are based on the fair value of the underlying option calculated using the Black-Scholes option pricing model. Determining the appropriate fair value model and related assumptions requires judgment, including estimating share price volatility and expected terms of the awards. Refer to Note 12, Share-Based Compensation, for additional information regarding these assumptions. | |||
For employee options, the fair value measurement date is generally on the date of grant and the related compensation expense is recognized on a straight-line basis over the requisite period of the awards, less expense for expected forfeitures. Share-based compensation expense related to stock options granted to non-employees is recognized as the services are rendered on a straight-line basis. For non-employee options, the fair value measurement date is the earlier of the date the performance of services is complete or the date the performance commitment has been reached. The Company generally determines the fair value of the stock options is more reliably measurable than the fair value of the services received. Compensation expense related to stock options granted to non-employees is subject to re-measurement at each reporting period until the options vest. The Company estimates forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. Upon exercise, stock options are redeemed for newly issued shares of common stock. | |||
Common stock awards | |||
The Company grants common stock awards to non-employees in exchange for services provided. The Company generally measures the fair value of these awards using the fair value of the services provided as it is a more reliable measure of the fair value of the awards. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized as services are rendered on a straight-line basis. | |||
Joint Share Ownership Plan awards | |||
The Company measures the fair value of JSOP awards using Monte Carlo simulations based on the terms of the plan, which includes vesting conditions based on the achievement of certain market conditions in the form of share price hurdles. Accordingly, the Company recognizes compensation expense related to its JSOP awards using a graded vesting model. Determination of the appropriate fair value model and related assumptions requires judgment, including estimating share price volatility and the expected term of the awards. Refer to Note 12, Share-Based Compensation, for additional information regarding JSOP awards. | |||
Warrants to Purchase Common Stock | |||
In connection with certain financing and collaboration arrangements, the Company issues warrants to purchase shares of its common stock to its collaborative partners. Outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants issued to collaboration partners in conjunction with the issuance of common stock are recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as compensation expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 10, Stockholders’ Equity. | |||
Income Taxes | |||
The Company records deferred income taxes to recognize the effect of temporary differences between tax and financial statement reporting. The Company calculates the deferred taxes using enacted tax rates expected to be in place when the temporary differences are realized and records a valuation allowance to reduce deferred tax assets if it is determined that it is more likely than not that all or a portion of the deferred tax asset will not be realized. The Company considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings results, expectations of future taxable income, carryforward periods available and other relevant factors. The Company records changes in the required valuation allowance in the period that the determination is made. As of December 31, 2013 and 2012, the Company had a full valuation allowance on the balance of its recognized deferred tax assets. The deferred tax liability recorded as of December 31, 2013 and 2012 relates to the acquisition of SymbioTec during 2012, refer to Note 3, Acquisitions, for additional information. | |||
The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available as of the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, the Company does not recognize a tax benefit in the financial statements. The Company records interest and penalties related to uncertain tax positions, if applicable, as a component of income tax expense. Refer to Note 8, Income Taxes, for additional information regarding the Company’s income taxes. | |||
Basic and Diluted Net Loss per Share | |||
The Company computes basic net loss per share by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The Company computes diluted net loss per share after giving consideration to the dilutive effect of stock options that are outstanding during the period, except where such non-participating securities would be anti-dilutive. The Company’s JSOP awards are considered treasury shares by the Company and thus do not impact the Company’s net loss per share calculation. | |||
Basic and diluted net loss per share are the same for the years ended December 31, 2013 and 2012 as the Company was in a net loss position. Potentially dilutive non-participating securities have not been included in the calculations of diluted net loss per share, as their inclusion would be anti-dilutive. | |||
Segment Information | |||
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business in one operating segment. | |||
Operating Leases | |||
The Company leases administrative and laboratory facilities under operating leases. Lease agreements may include rent holidays, rent escalation clauses and tenant improvement allowances. The Company recognizes scheduled rent increases on a straight-line basis over the lease term beginning with the date the Company takes possession of the leased space. | |||
Business Combinations | |||
The Company has a history of engaging in acquisition transactions that require us to evaluate whether the transaction meets the criteria of a business combination and, in some cases, whether it meets the definition of a reverse merger. For those acquisitions that meet the criteria for a reverse merger, the Company evaluates the entities involved to distinguish the appropriate accounting acquirer and acquiree according to ASC 805. If the transaction does not meet the reverse merger business combination requirements, the transaction is accounted for as a recapitalization and no goodwill or intangible assets are recognized. If the acquisition meets the definition of a business combination, the Company allocates the purchase price, including any contingent consideration, to the assets acquired and the liabilities assumed at their estimated fair values as of the date of the acquisition with any excess of the purchase price paid over the estimated fair value of net assets acquired recorded as goodwill. The fair value of the assets acquired and liabilities assumed is typically determined by using either estimates of replacement costs or discounted cash flow valuation methods. | |||
When determining the fair value of tangible assets acquired, the Company estimates the cost to replace the asset with a new asset taking into consideration such factors as age, condition and the economic useful life of the asset. When determining the fair value of intangible assets acquired, the Company uses judgment to estimate the applicable discount rate, growth rates and the timing and amount of future cash flows. The fair value of assets acquired and liabilities assumed is typically determined using the assistance of an independent third party specialist. | |||
Acquisition related costs are expensed in the period in which the costs are incurred and the services are received. | |||
Recent Accounting Pronouncements | |||
In February 2013, the FASB issued ASU No. 2013-02 Comprehensive Income (Topic 220) – Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The new guidance provides information about the amounts reclassified out of accumulated other comprehensive income (“AOCI”) by component. An entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. On January 1, 2013 the Company adopted this standard, which had no impact on its financial position or results of operations. | |||
In July 2012, the FASB issued ASU No. 2012-02. The amended guidance provides information about an entity’s option to perform a qualitative analysis to assess whether the existence of events and circumstances indicates that it is more likely than not that indefinite-lived intangible assets other than goodwill are impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, it is required to perform the first step of the two-step impairment test by calculating the fair value of the indefinite-lived intangible asset and comparing the fair value with the carrying amount. If the carrying amount exceeds its fair value, then the entity is required to perform the second step to measure the amount of impairment loss. An entity also has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. On January 1, 2013 the Company early adopted this standard, which had no impact on its financial position or results of operations. | |||
In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220) – Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (“ASU 2011-12”). The amended guidance provides further information about the deferral of amendments to the presentation of reclassifications of items out of AOCI but does not affect ASU No. 2011-05 Comprehensive Income (Topic 220) – Presentation of Comprehensive Income (“ASU 2011-05”), which the Company adopted starting January 1, 2012. Under ASU 2011-05, a company may present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In either case, a company is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. On January 1, 2012 the Company adopted ASU 2011-12, which had no impact on its financial position or results of operations. | |||
In September 2011, the FASB issued ASU No. 2011-08. The amended guidance provides information about an entity’s option to perform a qualitative analysis to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If after this assessment the entity determines it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then performing the quantitative two-step impairment test is unnecessary. However, if an entity concludes otherwise, it is required to perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, then the entity is required to perform the second step to measure the amount of impairment loss. An entity also has the option to bypass the qualitative assessment in any period and proceed directly to performing the quantitative impairment test. On January 1, 2012 the Company adopted this standard, which had no impact on its financial position or results of operations. | |||
In May 2011, the FASB issued ASU No. 2011-04 Fair Value Measurement (Topic 820) – Amendments to Achieve Common Fair Value Measurement, which includes amended guidance on fair value measurements. This newly issued accounting standard clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This accounting standard was effective on a prospective basis for annual and interim reporting periods beginning on or after December 15, 2011. The adoption of this standard has not had a material impact on the Company’s financial position or results of operations. |
Acquisitions
Acquisitions | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Business Combinations [Abstract] | ' | ||||
Acquisitions | ' | ||||
3 | Acquisitions | ||||
SymbioTec GmbH | |||||
On January 17, 2012, the Company completed the acquisition of all of the outstanding shares of SymbioTec, a privately held company located in Germany, in exchange for 25.6 million shares of the Company’s common stock. The full consideration transferred was $9.75 million, which included the assumption of a SymbioTec note payable due to the Company in the amount of approximately $411,000. In addition, the Company incurred $80,774 of stock issuance costs. SymbioTec is principally focused on the discovery of therapies designed to treat cancer in humans. SymbioTec’s lead product candidate, OncoHist™, is in the pre-clinical stage of development for the treatment of refractory AML and Non-Hodgkins Lymphoma. OncoHist™ has been granted orphan drug status by both the U.S. Food and Drug Administration (“FDA”) and the European Medicines Agency. | |||||
The acquisition has been accounted for as a business combination in accordance with ASC 805. In addition to acquiring all of the outstanding stock of SymbioTec and obtaining the rights to the OncoHist™ intangible asset, the Company obtained the services of key employees and the rights to a second antibody and an antibody conjugate, which are both in pre-clinical development. | |||||
The following table summarizes the estimated fair values of the separately identifiable assets acquired and liabilities assumed as of January 17, 2012: | |||||
Intangible asset | $ | 9,579,660 | |||
Property and equipment | 53,286 | ||||
Trade and other receivables | 51,627 | ||||
Cash and cash equivalents | (349 | ) | |||
Trade and other payables | (312,301 | ) | |||
Deferred tax liability | (3,024,778 | ) | |||
Total identifiable net assets | 6,347,145 | ||||
Goodwill | 3,402,923 | ||||
Total | $ | 9,750,068 | |||
The Company estimated the fair value of the OncoHist™ intangible asset using the Multi-Period Excess Earnings Method (the “MPEEM”), which considers forecasted revenue and operating projections for the 18 years following the acquisition date and applies a probability adjusted cash flow analysis utilizing a discount rate of approximately 50%. Refer to Note 6, Goodwill and Indefinite-Lived Intangible Assets, for further discussion on the valuation assumptions used. The fair value associated with the OncoHist™ intangible asset was $9.58 million as of the acquisition date. As of December 31, 2013, the Company estimates the cost to complete pre-clinical work necessary for the filing of an Investigation New Drug (“IND”) filing with the FDA in the first quarter of 2015 and progress clinical development through completion of a phase I/II(a) human clinical trial will be approximately $10 million. Based upon current expectations, completion of any such phase I/II(a) clinical trial is expected by the end of the second quarter of 2017. | |||||
The Company’s goodwill principally relates to establishing a deferred tax liability for the OncoHist™ intangible asset which has no tax basis and, therefore, is not tax deductible. | |||||
The Company concluded pro forma revenues and earnings related to the SymbioTec acquisition assuming the acquisition occurred on January 1, 2012 would not provide materially different results. In addition, the Company determined that there were no material, non-recurring pro forma adjustments directly attributable to the acquisition. |
Significant_Strategic_Drug_Dev
Significant Strategic Drug Development Collaborations | 12 Months Ended | |
Dec. 31, 2013 | ||
Receivables [Abstract] | ' | |
Significant Strategic Drug Development Collaborations | ' | |
4 | Significant Strategic Drug Development Collaborations | |
Baxter Healthcare SA and Baxter Healthcare Corporation | ||
In August 2005, the Company entered into an exclusive research, development, license and supply agreement with Baxter Healthcare SA (“Baxter SA”) and Baxter Healthcare Corporation (together referred to as “Baxter”) to develop products with an extended half-life of certain proteins and molecules using the Company’s patent protected PolyXen® technology whereby polysialyic acid (“PSA” – a chain of polysialic acids) is chemically conjugated with Baxter’s proprietary molecule(s) to create a new generation of drugs to treat the failure of blood to coagulate in the therapeutic treatment of blood and bleeding disorders, such as hemophilia. The lead candidate in this collaboration is a longer-acting form of a full length recombinant Factor VIII (“rFVIII”) protein. Under the terms of the agreement, the Company is entitled to research and development funding and is responsible for providing Baxter with a transfer of the Company’s proprietary technology and supplying its requirements for PSA. Related to research and development service fees, approximately $5 million has been paid and recognized as revenue in periods prior to 2012, with no amounts recognized during December 31, 2013 and 2012. | ||
During December 2006, the Company entered into a supply agreement with Baxter and Serum Institute, where Baxter can either directly or indirectly obtain a supply of PSA from Serum Institute on a cost basis. Baxter is responsible for all clinical development, regulatory and commercialization expenses. The agreement is terminable by both parties under customary conditions. The agreement was amended in September 2010 to provide for a change in the milestone schedules and options for further extending the regulatory milestone deadlines. Commensurate with the 2010 amendment, the bulk of research activities were transferred to Baxter to be further pursued in-house. The Company does not have any continuing obligations related to the provision for research activities under the amended agreement. | ||
The Company is entitled to certain amounts in total development, regulatory, sales and deadline extension receipts, of which $3 million was received and recognized as revenue in periods prior to 2012, and $1 million was received and recognized as revenue during the year ended December 31, 2013 as the Company’s continued performance or future obligations are considered inconsequential or perfunctory. No amounts were recognized as revenue during the year ended December 31, 2012. The Company is also entitled to royalties ranging from 2.0% to 3.5% on potential net sales varying by country of sale. The Company’s right to receive these royalties in any particular country will expire upon the later of ten years after the first commercial sale of the product in that country or the expiration of patent rights in that particular country. | ||
This agreement was most recently amended in January 2014, resulting in increased development, regulatory, sales and deadline extension receipts, restructured target deadlines and royalty receipts on potential net sales. The Company is entitled to $18 million in development receipts, $16 million in regulatory receipts and $66 million in sales target receipts, which are contingent on the performance of Baxter. In connection with this amendment, Baxter SA also made a $10 million equity investment in the Company. Refer to Note 15, Subsequent Events, for additional information. | ||
SynBio LLC | ||
In August, 2011, SynBio LLC (“SynBio”) and the Company entered into a stock subscription and collaborative development of pharmaceutical products agreement (the “Co-Development Agreement”). The Company granted an exclusive license to SynBio to develop pharmaceutical products using certain molecule(s) based on SynBio’s technology and the Company’s proprietary technology (PolyXen®, OncoHist™ and ImuXen®) that prolongs the active life and/or improves the pharmacokinetics of certain therapeutic proteins and peptides (as well as conventional drugs). In return, SynBio granted an exclusive license to the Company to use the pre-clinical and clinical data generated by SynBio in certain agreed products and engage in the development of commercial candidates. | ||
SynBio and the Company are each responsible for funding their own company’s research activities. There are no milestone or other research-related payments due under the agreement other than fees for the supply of each company’s respective research supplies based on their technology, which, when provided, are due to mutual convenience and not representative of an ongoing or recurring obligation to supply research supplies. For the years ended December 31, 2013 and 2012, the Company recognized $0 and $100,000 in supply service revenues respectively, in connection with the Co-Development Agreement. Most recently, similar to the Company’s agreement with Baxter, Serum Institute has agreed to directly provide the research supplies to SynBio, where the Company is not liable for any failure to supply the research supplies as a result of any act or fault of Serum Institute’s. Upon successful commercialization of any resultant products, the Company would receive royalties of 10% of sales in certain territories and pay royalties of 10% to SynBio for sales outside those certain territories. Through December 31, 2013, the Company and SynBio continue to engage in research and development activities with no resultant commercial products. Aside from the supply service revenue noted previously, no revenue was recognized by the Company related to the Co-Development Agreement for the years ended December 31, 2013 and 2012. | ||
SynBio is a related party of the Company, with a share ownership of 45.3% as of December 31, 2013 and 2012. | ||
Serum Institute of India Limited | ||
In the period from 2004 through 2011, the Company entered into and amended certain license and supply agreements with Serum Institute. The original license agreement with Serum Institute was a collaborative Development and Manufacturing Arrangement (“DMA”) to develop agreed upon potential commercial product candidates using the Company’s PolyXen® technology. Serum Institute then endeavored to further develop the potential commercial product candidates and eventually initiate pre-clinical and clinical trials at their own cost. The agreement was amended in 2011, resulting in the surrender of development rights for 14 potential commercial product candidates in 2012, which were vested to Serum Institute under the terms of the previous agreements, back to the Company. In consideration of Serum Institute’s surrender of the development rights and certain changes to future shared license revenue and royalty rates of commercialized products, the Company issued Serum Institute 2.88 million new shares of common stock with a fair value of approximately $1.1 million at the time of issuance. This acquisition of the rights to the 14 potential commercial product candidates was accounted for as an acquisition of IPR&D and immediately expensed as the transaction was not part of a business combination. Accordingly, approximately $1.1 million is included in research and development expenses in the statement of operations during the year ended December 31, 2012 related to this IPR&D. | ||
Following the 2011 amendment, Serum Institute retained an exclusive license to use the Company’s PolyXen® technology to research and develop one potential commercial product, Polysialylated Erythropoietin (“PSA-EPO”). Serum Institute will be responsible for conducting all pre-clinical and clinical trials required to achieve regulatory approvals within the certain predetermined territories at Serum Institute’s own expense. The royalty payment schedule based on net revenues on the future commercial sales of PSA-EPO under the DMA was also modified as a result of the 2011 amendment. Royalty payments ranging from 2% to 8% are payable by Serum Institute to the Company for net sales to certain customers in the Serum Institute sales territory. Royalty payments of up to 25% are payable by the Company to Serum Institute for net sales received by the Company over the term of the license. No royalty revenue or expense was recognized by the Company related to the Serum Institute arrangement for the years ended December 31, 2013 and 2012. There are no milestone or other research-related payments due under the DMA. Through December 31, 2013, the Company and Serum Institute continue to engage in research and development activities with no resultant commercial products. | ||
Also during 2012, Serum Institute subscribed for 800,000 shares of the Company’s common stock for net proceeds of $421,163. Serum Institute is a related party of the Company, with a share ownership of 10.6% as of December 31, 2013 and 2012. |
Property_and_Equipment_net
Property and Equipment, net | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Property and Equipment, net | ' | ||||||||
5 | Property and Equipment, net | ||||||||
Property and equipment, net consists of the following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Laboratory equipment | $ | 1,106,761 | $ | 1,028,417 | |||||
Office and computer equipment | 190,878 | 162,111 | |||||||
Leasehold improvements | 69,296 | 67,913 | |||||||
Property and equipment – at cost | 1,366,935 | 1,258,441 | |||||||
Less accumulated depreciation | (1,214,332 | ) | (1,136,359 | ) | |||||
Property and equipment – net | $ | 152,603 | $ | 122,082 | |||||
Depreciation expense was $52,032 and $104,619 for the years ended December 31, 2013 and 2012 respectively. |
Goodwill_and_IndefiniteLived_I
Goodwill and Indefinite-Lived Intangible Assets | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Goodwill and Indefinite-Lived Intangible Assets | ' | ||||||||
6 | Goodwill and Indefinite-Lived Intangible Assets | ||||||||
Goodwill | |||||||||
A reconciliation of the change in the carrying value of goodwill is as follows: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Balance as of January 1 | $ | 3,592,073 | $ | - | |||||
Acquired from acquisitions | - | 3,402,923 | |||||||
Foreign currency translation | 73,126 | 189,150 | |||||||
Balance as of December 31 | $ | 3,665,199 | $ | 3,592,073 | |||||
Goodwill acquired during the year ended December 31, 2012 was attributed to the Company’s acquisition of SymbioTec. As of October 1, 2013 and 2012, the dates of the Company’s annual impairment review, the fair value of the Company’s goodwill balance exceeded its carrying value by approximately 104% and 58%, respectively. | |||||||||
Indefinite-Lived Intangible Assets | |||||||||
The Company has one indefinite-lived intangible asset, OncoHist™, as of December 31, 2013 and 2012 related to the Company’s acquisition of SymbioTec in 2012. As of October 1, 2013 and 2012, the dates of the Company’s annual impairment review, the fair value of the Company’s indefinite-lived intangible asset balance exceeded its carrying value by approximately 1% and 87%, respectively. The fair value of OncoHist™ was $10,559,820 and the carrying value was $10,318,001, with a foreign currency impact of an increase in carrying value of $205,860 as of December 31, 2013. | |||||||||
The Company, with the assistance of an independent third party, calculated the fair value of OncoHist™ by using the MPEEM, which is a form of the income approach. Under the MPEEM, the fair value of an intangible asset is equal to the present value of the asset’s incremental after-tax cash flows (excess earnings) remaining after deducting the market rates of return on the estimated value of contributory assets (contributory charge) over its remaining useful life. This method requires the Company to make long-term projections of the amount and timing of income and expenses related to development and commercialization of the acquired intangible asset and assumptions regarding the rate of return on contributory assets, the weighted average cost of capital and the discount rate for estimated future after-tax cash flows. Specifically, this method took into account the Company’s estimates of future incremental milestone payments that may be achieved upon completion of certain clinical trial stages, regulatory approval and sales goals upon commercialization, as well as the Company’s expected royalty income based on sales upon commercialization. Projected expenses are based on the Company’s forecasted budget required to complete the development of the IPR&D and are estimates subject to change based on several factors including the results of clinical trials and delays in regulatory approval. The discount rate used is commensurate with the uncertainties associated with the economic estimates described above and reflects the stage of development, the time and resources needed to complete the development of the product and the risks of advancement through regulatory approval processes. | |||||||||
While the Company believes reasonable estimates and appropriate assumptions were utilized to calculate the fair value of OncoHist™, it is possible a material change could occur. If future results are not consistent with the assumptions and estimates used, the Company may be exposed to impairment charges in the future. The following table shows the decline in the fair value of OncoHist™ that would result from a 1% increase in the discount rate and a 5% decrease in the expected milestone income: | |||||||||
Indefinite-Lived Intangible Asset | Discount | Milestone | |||||||
Rate | Income | ||||||||
OncoHist™ change in fair value as of December 31, 2013 | $ | (688,000) | $ | (826,000) | |||||
Such a change in either the discount rate or expected milestone income would result in an impairment of approximately $405,000 and $545,000, respectively, during the current period. | |||||||||
OncoHist™ is not yet commercialized and has not yet begun to be amortized as of December 31, 2013 and 2012. |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Accrued Expenses | ' | ||||||||
7 | Accrued Expenses | ||||||||
Accrued expenses consist of the following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Accrued professional fees | $ | 1,106,358 | $ | 216,484 | |||||
Accrued bonus compensation | 422,226 | - | |||||||
Accrued payroll and benefits | 99,548 | 10,240 | |||||||
Accrued research costs | 29,682 | 165,578 | |||||||
Other | 169,053 | 64,442 | |||||||
$ | 1,826,867 | $ | 456,744 |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
8 | Income Taxes | ||||||||
The Company accounts for income taxes using the liability method under ASC Topic 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences resulting from the different treatment of items for tax and financial reporting purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. Additionally, the Company must assess the likelihood that deferred tax assets will be recovered as deductions from future taxable income. The Company has provided a full valuation allowance on the Company’s deferred tax assets because the Company believes it is more likely than not that its deferred tax assets will not be realized. The Company evaluates the recoverability of its deferred tax assets on a quarterly basis. Currently, there is no provision for income taxes as the Company has incurred losses to date. | |||||||||
The components of (loss) before income taxes are as follows: | |||||||||
Year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Domestic (US) | $ | -547,508 | $ | -190,025 | |||||
Foreign (UK) | -7,855,509 | -5,244,538 | |||||||
Foreign (Germany) | -176,229 | -893,777 | |||||||
Loss before income taxes | $ | (8,579,246) | $ | (6,328,340) | |||||
The reconciliation of income tax expense (benefit) at the UK corporation tax rate, being the rate applicable to the country of domicile of Xenetic UK, to net income tax expense (benefit) is as follows: | |||||||||
Year ended December 31, | |||||||||
2013 | 2012 | ||||||||
UK corporation tax benefit at statutory rate | $ | (1,994,675 | ) | $ | (1,550,443 | ) | |||
Increase in tax losses not recognized | 1,461,836 | 1,319,946 | |||||||
Permanent differences, net | 674,920 | 99,825 | |||||||
Foreign rate differential | (100,131 | ) | (89,442 | ) | |||||
Share-based compensation, net | 9,179 | 6,770 | |||||||
Other | 163 | 6,531 | |||||||
Impairment of IPR&D | - | 266,471 | |||||||
Enhanced research and development tax credits | (51,292 | ) | (59,658 | ) | |||||
Net expense (benefit) for income taxes | $ | $ | - | ||||||
Deferred tax assets and liabilities reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets are as follows: | |||||||||
Year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
UK net operating loss carryforwards | $ | 7,735,113 | $ | 7,543,489 | |||||
Enhanced research and development tax credits | 713,029 | 751,213 | |||||||
Share-based compensation | 409,391 | 462,976 | |||||||
Germany net operating loss carryforwards | 360,763 | 290,036 | |||||||
US federal net operating loss carryforwards | 242,254 | 59,294 | |||||||
US state net operating loss carryforwards | 35,929 | 8,754 | |||||||
Other | 24,781 | 31,726 | |||||||
Total deferred tax assets before valuation allowance | 9,521,260 | 9,147,488 | |||||||
Less valuation allowance | (9,521,260 | ) | (9,147,488 | ) | |||||
Net deferred tax assets | $ | - | $ | - | |||||
Deferred tax liability: | |||||||||
Indefinite-lived intangible asset | $ | (3,257,910 | ) | $ | (3,192,909 | ) | |||
Total net deferred tax liability | $ | (3,257,910 | ) | $ | (3,192,909 | ) | |||
For the years ended December 31, 2013 and 2012, the Company had UK net operating loss carryforwards of $41.7 million and $35.5 million respectively, US federal net operating loss carryforwards of $692,153 and $169,410 respectively, US state net operating loss carryforwards of $690,942 and $168,352 respectively, and Germany net operating loss carryforwards of $1,142,197 and $918,275 respectively. The UK and Germany net operating loss carryforwards can be carried forward indefinitely. The US federal and state net operating loss carryforwards begin to expire in 2032. | |||||||||
The Company’s ability to use its operating loss carryforwards and tax credits generated in the US to offset future taxable income is subject to restrictions under Section 382 of the United States Internal Revenue Code (the “Internal Revenue Code”). These restrictions may limit the future use of the operating loss carryforwards and tax credits if certain ownership changes described in the Internal Revenue Code occur. Future changes in stock ownership may occur that would create further limitations on the Company’s use of the operating loss carryforwards and tax credits. In such a situation, the Company may be required to pay income taxes, even though significant operating loss carryforwards and tax credits exist. | |||||||||
The Company’s ability to use its operating loss carryforwards and tax credits generated in the UK are subject to restrictions under UK tax legislation. These regulations may limit the future use of operating loss carryforwards if there is a change in ownership and a change in the nature or conduct of the business carried on by the Company, and in certain circumstances where there is a change in the nature or conduct of the business only. In such cases the carryforwards would cease to be available to set against future income. | |||||||||
The Company’s ability to use its operating loss carryforwards and tax credits generated in Germany are also subject to restrictions under German tax legislation. These regulations may limit the future use of operating loss carryforwards if there is a change in ownership. In such cases the carryforwards would cease to be available to set against future income. | |||||||||
Uncertain Tax Positions | |||||||||
As of December 31, 2013 and 2012, the Company recorded unrecognized tax positions of $185,961 and $182,251 respectively, due to a claim for research and development tax credits. The changes to unrecognized tax positions for 2013 and 2012 were as follows: | |||||||||
Year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Unrecognized tax benefits as of January 1 | $ | 182,251 | $ | 174,289 | |||||
Gross adjustments in tax positions | - | - | |||||||
Gross increases | - | - | |||||||
Foreign currency translation | 3,710 | 7,962 | |||||||
Unrecognized tax positions as of December 31 | $ | 185,961 | $ | 182,251 | |||||
The Company has not yet conducted a study of its research and development tax credit carryforwards. This study may result in an increase or decrease in the Company’s research and development credit carryforwards; however, until a study is completed and any adjustment is determined, no amounts are recorded as an uncertain tax position. A full valuation allowance has been provided against the Company’s research and development credits and, if an adjustment is required, this adjustment would be offset by an adjustment to the valuation allowance with no resulting impact on overall income tax expense or the consolidated statement of operations and comprehensive loss. | |||||||||
The Company files income tax returns in the US federal tax jurisdiction, Nevada and Massachusetts state tax jurisdiction, and certain foreign tax jurisdictions. Since the Company is in a loss carryforward position, the Company is generally subject to examination by the US federal, state, foreign, and local income tax authorities for all tax years in which a loss carryforward is available. The Company is not currently under examination by the Internal Revenue Service. Subject to the research and development tax credit claim referred to above, the Company is not currently under examination by any other jurisdiction for these years. The Company has not recorded any interest or penalties for unrecognized tax benefits since its inception. |
Commitments
Commitments | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Commitments | ' | ||||
9 | Commitments | ||||
The Company leases office space in London, UK which is due to expire in March 2017. The Company also leased laboratory space in London, UK during 2013 and 2012, however this lease was terminated in December 2013. In August 2013, the Company entered into an agreement to lease office and laboratory space in Lexington, Massachusetts under an operating lease with a commencement date of January 1, 2014 and a termination date of January 31, 2019. With the execution of this lease, the Company is required to maintain a $66,000 letter of credit as a security deposit. | |||||
The Company’s contractual commitments under all non-cancelable operating leases as of December 31, 2013 are as follows: | |||||
As of December 31, | Total Operating | ||||
Leases | |||||
2014 | $ | 137,489 | |||
2015 | 148,706 | ||||
2016 | 152,665 | ||||
2017 | 114,148 | ||||
2018 | 106,563 | ||||
Thereafter | 8,908 | ||||
Total minimum lease payments | $ | 668,479 | |||
Rent expense is calculated on a straight-line basis over the term of the lease. Rent expense under the Company’s operating leases was $280,606 and $371,069 for the years ended December 31, 2013 and 2012 respectively. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |
Dec. 31, 2013 | ||
Equity [Abstract] | ' | |
Stockholders' Equity | ' | |
10 | Stockholders’ Equity | |
Common Stock | ||
Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to dividends when and if declared by the Board of Directors. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company, the holders of common stock are entitled to share ratably in the assets of the Company available for distribution. | ||
Warrants | ||
In connection with the Company’s collaboration agreements, the Company issued warrants to purchase shares of common stock to its collaborative partners. These warrants were valued at issuance date using the Black-Scholes option pricing model. In 2010, Baxter SA was granted warrants to purchase 4,588,298 new shares of common stock, which were exercisable immediately after issuance and expire on June 30, 2015. These warrants, which were fair valued at $932,000 at the time of issuance, were outstanding as of December 31, 2013 and 2012. | ||
In 2011, SynBio was granted warrants to purchase 3,545,600 new shares of common stock, which are exercisable two years after issuance and expire on December 2, 2016. These warrants, which were fair valued at $108,000 at the time of issuance, were outstanding as of December 31, 2013 and 2012. | ||
In 2011, Serum Institute was granted warrants to purchase 2,400,000 new shares of common stock in three tranches of 800,000 each, which are exercisable immediately after issuance and expire in a range of 6 to 18 months after issuance. These warrants were fair valued at $10,000 at the time of issuance. During 2012, Serum Institute’s warrants to purchase 800,000 new shares of common stock expired and as of December 31, 2012, warrants to purchase 1.6 million new shares of common stock were outstanding. These warrants expired during 2013. Serum Institute did not exercise any warrants during 2013 or 2012. Refer to Note 4, Significant Strategic Drug Development Collaborations, for further information on the Company’s collaborative partners. | ||
There were no warrants issued by the Company during the years ended December 31, 2013 and 2012. |
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended | |
Dec. 31, 2013 | ||
Postemployment Benefits [Abstract] | ' | |
Employee Benefit Plans | ' | |
11 | Employee Benefit Plans | |
The Company has a defined contribution 401(k) savings plan (the “401(k) Plan”). The 401(k) Plan covers substantially all US employees, and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the 401(k) Plan may be made at the discretion of the Board of Directors. As of December 31, 2013 and 2012, the Company made no contributions to the 401(k) Plan. | ||
In the UK, the Company has adopted a defined contribution plan (the “UK Plan”) which qualifies under the rules established by HM Revenue & Customs. The UK Plan generally allows all UK employees to contribute a minimum of 3% of salary with no maximum limit. The Company contributes to the plan between 8% and 12% of the employee’s salary, depending upon seniority of the employee. The Company, at its discretion, may also contribute to an employee’s personal pension plan. The Company paid total contributions of $129,353 and $135,553 during the years ended December 31, 2013 and 2012, respectively. |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ||||||||||||||||
Share-Based Compensation | ' | ||||||||||||||||
12 | Share-Based Compensation | ||||||||||||||||
Total share-based compensation related to stock options, common stock awards and JSOP awards was $431,504 and $339,780 during the years ended December 31, 2013 and 2012, respectively. | |||||||||||||||||
Share-based compensation expense is classified in the consolidated statements of comprehensive loss as follows: | |||||||||||||||||
Year ended December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Research and development expenses | $ | 60,980 | $ | 41,851 | |||||||||||||
Administrative expenses | 370,524 | 297,929 | |||||||||||||||
$ | 431,504 | $ | 339,780 | ||||||||||||||
2000 Stock Plan (Incentive Stock Plan) | |||||||||||||||||
In July 2000, the Company’s Board of Directors and stockholders adopted the Lipoxen plc Unapproved Share Option Plan (the “2000 Stock Plan”), under which stock options may be granted to employees, consultants and non-employee directors. The 2000 Stock Plan was amended by resolution of the Board of Directors in March 2006. | |||||||||||||||||
Options granted under the 2000 Stock Plan expire no later than ten years from the date of grant and have limited transferability. Options are granted with an exercise price determined by the Board of Directors. Options may be granted with different vesting terms from time to time but not more than 50% on or after the first anniversary, 25% on or after the second anniversary, and 25% on or after the third anniversary. | |||||||||||||||||
The number of options available to grant under the 2000 Stock Plan is limited to 15% of the issued ordinary share capital of the Company. As of December 31, 2013, 14,355,591 shares of common stock were collectively available for future grant under the 2000 Stock Plan and 2007 Stock Plan (as defined below). Options to purchase 2,507,489 shares of common stock were outstanding under the 2000 Stock Plan. | |||||||||||||||||
Subsequent to the Acquisition, the 2000 Stock Plan was converted to reflect the new shares issued by the Company under the Scheme related to the Acquisition. As part of the conversion, option holders under the 2000 Stock Plan have the right to subscribe for a number of shares of common stock in the Company (the “Replacement Option Shares”) in exchange for the cancellation and surrender by the option holder of the original options granted by the 2000 Stock Plan. The number of Replacement Option Shares is determined in the same manner in which the shareholders of Xenetic UK were given the right to acquire shares of common stock in the Company according to the Acquisition. The aggregate exercise price payable in US dollars for Replacement Option Shares is the same as the aggregate exercise price in pounds sterling of the original options, using a foreign currency exchange rate for pounds sterling into US dollars quoted by Barclays Bank plc at 12 noon Greenwich Mean Time (“GMT”) on January 23, 2014, the date of the Acquisition. This conversion of the stock options is retrospectively reflected in these financial statements. The conversion of the options will be treated as an option modification during the first quarter of 2014. | |||||||||||||||||
In August 2007, the Company’s Board of Directors and stockholders adopted the Xenetic Biosciences plc 2007 Share Option Scheme (the “2007 Stock Plan”), under which Enterprise Management Incentives may be granted to employees and non-employee directors. The 2007 Stock Plan was amended by resolution of the Board of Directors and shareholders in June 2010 to include the US Share Option Addendum for the purposes of granting incentive stock options and non-statutory stock within the meaning of Section 422 of the Internal Revenue Code. | |||||||||||||||||
Options granted under the 2007 Stock Plan expire no later than ten years from the date of grant and have limited transferability. Options may be granted with different vesting terms from time to time or no vesting conditions. The option price of an incentive stock option granted to an employee or of a non-statutory stock option granted to any person who owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company (or any parent or subsidiary) shall be no less than 110% of the fair market value per share on the date of grant. The option price of an incentive stock option granted to any other employee shall be no less than 100% of the fair market value per share on the date of grant. | |||||||||||||||||
The number of options available to grant under the 2007 Stock Plan is limited to 15% of the issued ordinary share capital of the Company. As of December 31, 2013, 14,355,591 shares of common stock were collectively available for future grant under the 2000 Stock Plan and 2007 Stock Plan. Options to purchase 2,714,941 shares of common stock were outstanding under the 2007 Stock Plan. | |||||||||||||||||
Subsequent to the Acquisition, the 2007 Stock Plan was converted to reflect the new shares issued by the Company under the Scheme related to the Acquisition. As part of the conversion, option holders under the 2007 Stock Plan have the right to subscribe for a number of shares of common stock in the Company in exchange for the cancellation and surrender by the option holder of the original options granted by the 2007 Stock Plan. The number of Replacement Option Shares is determined in the same manner in which the shareholders of Xenetic UK were given the right to acquire shares of common stock in the Company according to the Acquisition. The aggregate exercise price payable in US dollars for Replacement Option Shares is the same as the aggregate exercise price in Pounds Sterling of the original options, using a foreign currency exchange rate for Pounds Sterling into U.S. dollars quoted by Barclays Bank plc at 12 noon GMT on January 23, 2014, the date of the Acquisition. This conversion of the stock options is retrospectively reflected in these financial statements. The conversion of the options will be treated as an option modification during the first quarter of 2014. | |||||||||||||||||
Stock Options | |||||||||||||||||
The Company grants stock option awards to employees and non-employees with varying vesting terms. The Company measures the fair value of stock option awards using the Black-Scholes option pricing model, which uses the assumptions noted in the tables below. The risk-free interest rate is based upon the US Treasury yield curve in effect at the time of grant, with a term that approximates the expected life of the option. The Company estimates the expected life of options granted to employees using judgment based on the anticipated research and development milestones of the Company’s clinical projects and behavior of the Company’s employees. The expected life of non-employee options is the contractual life of the option. The Company determines the expected volatility based on a weighted-average of the historical volatility of a peer group of comparable publicly traded companies with product candidates in similar stages of development to the Company’s product candidates in conjunction with the Company’s historical volatility. The Company has applied an expected dividend yield of 0% as the Company has not historically declared a dividend and does not anticipate declaring a dividend during the expected life of the options. Further, the Company has applied a forfeiture rate of 0% as the Company has not historically experienced forfeitures. During 2013, approximately two million options were forfeited by a management executive as a result of his unanticipated short period of employment; however, the Company views this situation to be an independent event and does not expect this type of forfeiture to reoccur in the future. | |||||||||||||||||
Employee Stock Options | |||||||||||||||||
Key assumptions used in the Black-Scholes option pricing model on the date of grant for options granted to employees are as follows: | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Expected dividend yield (%) | - | - | |||||||||||||||
Expected volatility (%) | 73.39 | 77.00 | |||||||||||||||
Risk-free interest rate (%) | 0.92 | 0.49 | |||||||||||||||
Expected life of option (years) | 4 | 3.25 | |||||||||||||||
Weighted-average share price ($) | 0.29 | 0.37 | |||||||||||||||
Weighted-average exercise price ($) | 1.22 | 0.91 | |||||||||||||||
Model used | Black-Scholes | Black-Scholes | |||||||||||||||
During the years ended December 31, 2013 and 2012, the Company granted employee stock options to purchase a total of 2.30 million and 960,000 shares of common stock respectively, with a weighted-average grant date fair value per option share of $1.22 and $0.91, respectively. Cash received from stock option exercises for the years ended December 31, 2013 and 2012 were $2,090 and $709, respectively. The Company considered the implications of these stock option exercises and concluded that there was not a material tax impact. | |||||||||||||||||
As of December 31, 2013, there was $77,496 of unrecognized share-based compensation related to employee stock options that are expected to vest. The Company expects to recognize this expense over a weighted-average period of two years. | |||||||||||||||||
The following is a summary of employee stock option activity for the years ended December 31, 2013 and 2012: | |||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||||||
shares | average | average | intrinsic | ||||||||||||||
exercise | remaining | value | |||||||||||||||
price | life (years) | ||||||||||||||||
Outstanding as of January 1, 2012 | 4,068,024 | $ | 0.31 | ||||||||||||||
Granted | 960,000 | 0.91 | |||||||||||||||
Exercised | (19,535 | ) | 0.04 | $ | 8,726 | ||||||||||||
Forfeited | (23,009 | ) | 2.04 | ||||||||||||||
Outstanding as of December 31, 2012 | 4,985,480 | 0.42 | |||||||||||||||
Exercisable as of December 31, 2012 | 3,752,296 | 0.29 | 4.28 | $ | 423,487 | ||||||||||||
Outstanding as of January 1, 2013 | 4,985,480 | 0.42 | |||||||||||||||
Granted | 2,304,000 | 1.22 | |||||||||||||||
Exercised | (55,379 | ) | 0.04 | $ | 10,663 | ||||||||||||
Forfeited | (2,011,671 | ) | 1.22 | ||||||||||||||
Outstanding as of December 31, 2013 | 5,222,430 | 0.47 | 4.68 | $ | 432,392 | ||||||||||||
Vested or expected to vest as of December 31, 2013 | 5,222,430 | 0.47 | 4.68 | $ | 432,392 | ||||||||||||
Exercisable as of December 31, 2013 | 4,063,646 | $ | 0.30 | 3.72 | $ | 432,392 | |||||||||||
A summary of the status of the Company’s non-vested employee stock option shares as of December 31, 2013 and the changes during the year ended December 31, 2013 is as follows: | |||||||||||||||||
Number of shares | Weighted-average | ||||||||||||||||
grant date fair | |||||||||||||||||
value | |||||||||||||||||
Balance as of January 1, 2013 | 1,233,184 | $ | 0.11 | ||||||||||||||
Granted | 2,304,000 | 0.07 | |||||||||||||||
Vested | (454,400 | ) | 0.14 | ||||||||||||||
Forfeited | (1,924,000 | ) | 0.07 | ||||||||||||||
Balance as of December 31, 2013 | 1,158,784 | $ | 0.08 | ||||||||||||||
Non-Employee Stock Options | |||||||||||||||||
Share-based compensation expense related to stock options granted to non-employees is recognized as the services are rendered on a straight-line basis. The Company determined the fair value of the stock options is more reliably measurable than the fair value of the services received. Compensation expense related to stock options granted to non-employees is subject to re-measurement at each reporting period until the options vest. | |||||||||||||||||
Key assumptions used in the Black-Scholes option pricing model on the date of grant for options granted to non-employees are as follows: | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Expected dividend yield (%) | - | - | |||||||||||||||
Expected volatility (%) | 78.25 | 73.79 | |||||||||||||||
Risk-free interest rate (%) | 1.75 | 1.09 | |||||||||||||||
Expected life of option (years) | 5.9 | 6.92 | |||||||||||||||
Weighted-average share price ($) | 0.26 | 0.23 | |||||||||||||||
Weighted-average exercise price ($) | 0.52 | 0.52 | |||||||||||||||
Model used | Black-Scholes | Black-Scholes | |||||||||||||||
During the year ended December 31, 2012, the Company granted non-employee stock options to purchase a total of 416,000 shares of common stock. No non-employee stock options were granted during 2013 and no non-employee stock options were exercised during the years ended December 31, 2013 and 2012. During the year ended December 31, 2013, options to purchase 104,000 shares of common stock vested, with options to purchase 288,000 shares of common stock remaining unvested as of December 31, 2013. | |||||||||||||||||
As of December 31, 2013, there was $33,635 of unrecognized share-based compensation related to non-employee stock options that are expected to vest. The Company expects to recognize this expense over a weighted-average period of three years. | |||||||||||||||||
The following is a summary of non-employee stock option activity for the years ended December 31, 2013 and 2012: | |||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||||||
shares | average | average | intrinsic | ||||||||||||||
exercise | remaining | value | |||||||||||||||
price | life (years) | ||||||||||||||||
Outstanding as of January 1, 2012 | - | $ | - | ||||||||||||||
Granted | 416,000 | 0.52 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Forfeited | - | - | |||||||||||||||
Outstanding as of December 31, 2012 | 416,000 | 0.52 | |||||||||||||||
Exercisable as of December 31, 2012 | 24,000 | 0.31 | 4.73 | $ | 0 | ||||||||||||
Outstanding as of January 1, 2013 | 416,000 | 0.52 | |||||||||||||||
Granted | - | - | |||||||||||||||
Exercised | - | - | |||||||||||||||
Forfeited | - | - | |||||||||||||||
Outstanding as of December 31, 2013 | 416,000 | 0.52 | 5.9 | $ | 49 | ||||||||||||
Vested or expected to vest as of December 31, 2013 | 416,000 | 0.52 | 5.9 | $ | 49 | ||||||||||||
Exercisable as of December 31, 2013 | 128,000 | $ | 0.48 | 4.38 | $ | 49 | |||||||||||
Common stock awards | |||||||||||||||||
The Company granted common stock awards to a non-employee in exchange for services provided. The Company measured the fair value of these awards using the fair value of the services provided as it is a more reliable measure of the fair value of the awards. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized as services are rendered on a straight-line basis. | |||||||||||||||||
During the years ended December 31, 2013 and 2012, the Company granted 282,509 and 177,607 common stock awards, respectively, with a calculated grant date fair value of $85,825 and $58,339, respectively. As all services were rendered in each respective year, $85,825 and $58,339 of compensation expense related to common stock awards was recognized during the years ending December 31, 2013 and 2012, respectively. As of December 31, 2013, there was no unrecognized share-based compensation related to non-employee common stock awards. These common stock awards were not issued as of December 31, 2013 or 2012. | |||||||||||||||||
Joint Share Ownership Plan | |||||||||||||||||
In 2010 and 2012, the Company issued 1,701,913 and 8,986,281 JSOP awards, respectively, to two senior executives under the JSOP. During 2011, the 2010 JSOP awards fully vested under the terms of the JSOP due to a significant change in beneficial ownership of the Company, and the related compensation charges were fully recorded during periods prior to 2012 related to this accelerated vesting. As of December 31, 2013, all 2012 JSOP awards were outstanding and unvested, while all 2010 JSOP awards were outstanding and vested. | |||||||||||||||||
Under the JSOP, shares in the Company are jointly purchased at fair market value by the participating executives and the trustees of the JSOP trust, with such shares held in the JSOP trust. For US GAAP purposes the awards are valued as employee options. | |||||||||||||||||
The JSOP trust holds the shares of the JSOP until such time as the JSOP shares are vested and the participating executives exercise their rights under the JSOP. The JSOP trust is granted an interest bearing loan by the Company in order to fund the purchase of its interest in the JSOP shares. The loan held by the trust is eliminated on consolidation in the financial statements of the Company. The Company funded portion of the share purchase price is deemed to be held in treasury until such time as they are transferred to the employee and is recorded as a reduction in equity. | |||||||||||||||||
The exercise price of the “option” is deemed to be the market value of the shares at the date of issue. The awards vest based on certain market conditions, which require each tranche of shares to meet specific share price hurdles, or change in control conditions, as defined by the plan. Under the JSOP and subject to the vesting of the participants’ interest, participating executives will, when the JSOP shares are sold, be entitled to a share of the proceeds of sale equal to the growth in market value of the JSOP shares versus the exercise price, less simple interest on the original share purchase price, net of executives’ cash contribution at inception, as agreed for each grant (the “Carry Charge”). The balance of the proceeds will remain to the benefit of the JSOP trust and be applied to the repayment of the loan originally made by the Company to the JSOP trust. Any funds remaining in the JSOP trust after settlement of the loan and any expenses of the JSOP trust are for the benefit of the Company. | |||||||||||||||||
The Company measures the fair value of the awards using Monte Carlo simulations, which requires estimates based on the Company’s judgment as well as other assumptions. These estimates include the expected term of each tranche of the JSOP awards, which the Company determined to be the initial life of the awards, and expected volatility, which is based on a weighted-average of the historical volatility of a peer group of comparable publicly traded companies with product candidates in similar stages of development to the Company’s product candidates in conjunction with the historical volatility of Xenetic Biosciences plc’s shares when traded on the UK Alternative Investment Market. The Company has applied an expected dividend yield of 0% as the Company has not historically declared a dividend and does not anticipate declaring a dividend during the expected life of the awards. The risk-free interest rate is based upon the U.S. Treasury yield curve in effect at the time of grant, with a term that approximates the expected life of the awards. The compensation expense is recorded over the expected life of the option, regardless of whether the awards vest. Having established the full value of the JSOP awards using the Monte Carlo simulation outlined above, a deduction is made in respect of the anticipated Carry Charge in order that the expense recorded in the financial statements only represents the participating executives’ net interest in the awards. | |||||||||||||||||
On exercise of the JSOP awards by the executives the Carry Charge due to the Company will be recognized as additional paid-in capital, arising from the sale of treasury stock. | |||||||||||||||||
Due to the nature of the vesting of the JSOP awards, the Company uses a graded vesting model to recognize the related compensation expense. The share price hurdles range from $0.75 to $2.50 per share of common stock. The Company used the following weighted-average assumptions for the 2012 JSOP awards: | |||||||||||||||||
December 31, | |||||||||||||||||
2012 | |||||||||||||||||
Expected dividend yield (%) | - | ||||||||||||||||
Expected volatility (%) | 76 | ||||||||||||||||
Risk-free interest rate (%) | 0.57 | ||||||||||||||||
Expected life of option (years) | 3 | ||||||||||||||||
Weighted-average share price ($) | 0.17 | ||||||||||||||||
Weighted-average exercise price ($) | 0.17 | ||||||||||||||||
Model used | Monte Carlo | ||||||||||||||||
The total fair value of the 2012 JSOP awards was $853,889. The Company recognized $279,484 and $235,927 of compensation costs in 2013 and 2012 respectively, related to 2012 JSOP awards. | |||||||||||||||||
As of December 31, 2013, there was $326,066 of total unrecognized compensation costs related to the 2012 JSOP awards. Subsequent to December 31, 2013, the 2012 JSOP awards fully vested under the terms of the JSOP due to market share price hurdles that were met. As a result, the Company expects to recognize $326,066 of compensation expense during the first quarter of 2014 related to this accelerated vesting. | |||||||||||||||||
Restructuring_Charges
Restructuring Charges | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Restructuring And Related Activities [Abstract] | ' | ||||
Restructuring Charges | ' | ||||
13 | Restructuring Charges | ||||
In September 2012, the Company approved and publicly announced a business plan to close the Company’s SymbioTec office in Germany and shift operations to the Company’s office in the UK. The Company treated all costs incurred related to this closing as restructuring charges. The closing was expected to drive cost savings and leverage potential synergies from the SymbioTec acquisition. | |||||
The expenses incurred include employee severance and facility closure charges. The Company incurred total expenses of approximately $112,000 related to SymbioTec restructuring activities, which was recorded in the line item administrative expenses in the Company’s statement of operations. The following table sets forth the costs incurred during the year ended December 31, 2012: | |||||
Year ended | |||||
December 31, | |||||
2012 | |||||
Facility closure expenses | $ | 13,000 | |||
Employee termination expenses | 99,000 | ||||
Total restructuring charges | $ | 112,000 | |||
All costs related to the SymbioTec restructuring activities were completed as of December 31, 2012. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended | |
Dec. 31, 2013 | ||
Related Party Transactions [Abstract] | ' | |
Related Party Transactions | ' | |
14 | Related Party Transactions | |
The Company received a short term unsecured loan facility of up to $1.7 million from SynBio, a related party, in May 2011, of which $681,124 and $682,993 is outstanding as of December 31, 2013 and 2012. The loan had an interest rate of 8.04% as of the date of grant, with interest payable upon repayment of the loan, which was to be seven months after the closing date of the loan. During 2012 the loan matured and it was agreed by both parties that the loan can be called due with full repayment of the outstanding principle including accrued interest upon future agreement by both parties. It was also agreed at this point that as of July 1, 2012, no further interest on the outstanding loan balance will be accrued. The loan is recorded in current liabilities as of December 31, 2013. $0 and $706,201 were repaid by the Company during the years ended December 31, 2013 and 2012 respectively. The change in the balance of the loan between December 31, 2013 and 2012 is due to foreign currency translation. The loan does not bear interest at the prevailing market rate for instruments with similar characteristics. | ||
Please refer to Note 4, Significant Strategic Drug Development Collaborations for details of arrangements with collaboration partners that are also related parties. |
Subsequent_Events
Subsequent Events | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Subsequent Events [Abstract] | ' | ||||
Subsequent Events | ' | ||||
15 | Subsequent Events | ||||
Significant Agreement | |||||
On January 30, 2014, the Company announced the amendment of the licensing agreement with Baxter in which certain financial and timing aspects of the agreement were modified. As a result, the Company is entitled to receive certain amounts in development, regulatory and sales milestone payments as well as increased royalties on potential net sales. In addition, Baxter SA made a direct equity investment of $10 million in cash in exchange for 10,695,187 shares of the Company’s common stock. Following this investment, Baxter SA increased their share ownership to approximately 10%. | |||||
Reverse Merger Business Combination | |||||
The Acquisition transaction between the Company and Xenetic UK was completed on January 23, 2014 and resulted in the Company acquiring all of the issued and outstanding common stock of Xenetic UK. The Acquisition was accounted for as a reverse acquisition under the acquisition method of accounting per ASC 805, with Xenetic UK treated as the accounting acquirer and the Company treated as the “acquired” company for financial reporting purposes. This was determined based on the following facts: (i) after the reverse merger, former stockholders of Xenetic UK held a majority of the voting interest of the combined company; (ii) former Board of Directors of Xenetic UK possess majority control of the Board of Directors of the combined company; and (iii) members of the management of Xenetic UK are responsible for the management of the combined company. As such, the financial statements of Xenetic UK are treated as the historical financial statements of the combined company. | |||||
The fair value of the consideration transferred in the reverse merger was $3.75 million. This was calculated as the number of shares of common stock that Xenetic UK would have had to issue in order for the Company’s shareholders to hold the same equity interest in the combined entity immediately following the acquisition (approximately 9.2%), multiplied by the estimated fair value of the Company’s common stock on the acquisition date (£0.06 per share). The estimated fair value of the Company’s common stock was based on the price of the Company’s stock on the acquisition date, which was actively traded on the Alternative Investments Market in the United Kingdom. In addition, Xenetic UK incurred approximately $3 million of transaction costs related to the reverse merger to date. | |||||
The fair value of all acquired assets and liabilities summarized below is provisional pending finalization of the Company’s acquisition accounting. The Company believes that such preliminary allocations provide a reasonable basis for estimating the fair values of assets acquired and liabilities assumed but the Company is waiting for additional information necessary to finalize fair value. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date. Final determination of the fair value may result in further adjustments. | |||||
The preliminary fair value of the acquired assets and liabilities is as follows: | |||||
Cash | $ | 43,502 | |||
Accounts receivable | 145 | ||||
Prepaid expenses | 8,643 | ||||
Property, plant and equipment | 331,500 | ||||
Accounts payable | (354,079) | ||||
Accrued expenses | (36,146) | ||||
Long-term debt | (372,813) | ||||
Total identifiable net assets | (379,248) | ||||
Goodwill | 4,129,248 | ||||
Total | $ | 3,750,000 | |||
Following the Acquisition, an Agreement of Conveyance, Transfer and Assignment of Subsidiaries and Assumption of Obligations (the “Hive Out Agreement”) was executed, whereupon 10,000,000 outstanding shares of common stock held by Oxbridge Technology Partners SA (“Oxbridge”) were canceled, returned to the Company and recorded as treasury shares. In exchange, Oxbridge acquired all issued and outstanding shares of both of the Company’s former operating subsidiaries, Shift It Media Co. and General Aircraft, Inc. (the “Disposed Subsidiaries”), including all assets and liabilities connected with the businesses transferred. The Hive Out Agreement also required a payment to Oxbridge of $430,000, which was paid by the Company shortly after the Acquisition. | |||||
The Company recorded this divestiture as a separate transaction from the Acquisition that results in the disposal of two of the Company’s subsidiaries. The Disposed Subsidiaries did not record any operations in the combined entity following the Acquisition before they were disposed and these financial statements do not reflect the historical financial statements of the Disposed Subsidiaries as they were previously owned by the accounting acquiree. Accordingly, there are no balances to be recorded as discontinued operations on the statement of operations. As a result of the divestiture of the Disposed Subsidiaries, the Company expects to record a loss on disposal of $1,069,675 during the first quarter of 2014 related to a portion of the overall consideration to Oxbridge for the canceled shares returned by Oxbridge. | |||||
With the occurrence of the Acquisition and following that, the Hive Out Agreement, the pro forma revenue and net loss financial information as if the transactions had occurred on January 1, 2012 is not necessarily indicative of the Company’s consolidated operating results that would have been reported had the transactions been completed as described herein, nor is such information necessarily indicative of the Company’s consolidated results for any future period. The year ended December 31, 2013 pro forma net loss would be adjusted to exclude certain expenses incurred during 2013, being approximately $2.2 million of acquisition-related costs and to include the loss on disposal of the Disposed Subsidiaries of approximately $1.1 million, referred to above. There were no pro forma adjustments for the year ended December 31, 2012. |
Schedule_II_Valuation_and_Qual
Schedule II Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Valuation And Qualifying Accounts [Abstract] | ' | ||||||||||||||||
Schedule II Valuation and Qualifying Accounts | ' | ||||||||||||||||
SCHEDULE II | |||||||||||||||||
VALUATION AND QUALIFYING ACCOUNTS | |||||||||||||||||
For the years ended December 31, 2013 and 2012 | |||||||||||||||||
Valuation | Balance | Additions | Other Changes | Balance End | |||||||||||||
Allowance on | Beginning of | (Deductions) | to Valuation | of Period | |||||||||||||
Deferred Tax | Period | Charged to (from) | Allowance | ||||||||||||||
Assets | Income Tax | ||||||||||||||||
Expense | |||||||||||||||||
2013 | $ | (9,147,488 | ) | (373,772 | ) | - | $ | (9,521,260 | ) | ||||||||
2012 | $ | (8,159,774 | ) | (987,714 | ) | - | $ | (9,147,488 | ) |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Principles of Consolidation | ' | ||
Principles of Consolidation | |||
The financial statements of the Company include the accounts of Xenetic Biosciences plc and its wholly owned subsidiaries; Lipoxen Technologies Limited, Xenetic Bioscience, Incorporated, and SymbioTec GmbH (“SymbioTec”). All material intercompany balances and transactions have been eliminated on consolidation. | |||
In accordance with the reverse acquisition guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 Business Combinations (“ASC 805”), the consolidated financial statements of the Company (the accounting acquiree) are a continuation of the financial statements of Xenetic UK (the accounting acquirer), adjusted to retroactively change Xenetic UK’s legal capital to reflect the legal capital of the Company. This adjustment has been calculated based upon the share exchange ratio of 56 new shares of Company common stock for every whole 175 shares of Xenetic UK capital stock previously issued and outstanding. Comparative information preserved in these consolidated financial statements is also retroactively adjusted to reflect the legal capital of the Company. | |||
Use of Estimates | ' | ||
Use of Estimates | |||
The preparation of the financial statements in accordance with US GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the reported amounts of revenue and expenses in the financial statements and disclosures in the accompanying notes. Actual results and outcomes may differ materially from management’s estimates, judgments and assumptions. | |||
Fair Value of Financial Instruments | ' | ||
Fair Value of Financial Instruments | |||
ASC Topic 820 Fair Value Measurement defines fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 utilizes quoted market prices in markets that are not active, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date. | |||
The Company’s cash and cash equivalents are measured at fair value on a recurring basis and classified as Level 1 in the fair value hierarchy because they are valued using quoted prices for the years ended December 31, 2013 and 2012. The carrying amount of certain of the Company’s financial instruments approximate fair value due to their short maturities. | |||
Cash, Cash Equivalents and Investments | ' | ||
Cash, Cash Equivalents and Investments | |||
The Company considers all highly liquid investments with maturities of 90 days or less from the date of purchase to be cash equivalents. Investments with original maturities of greater than 90 days from the date of purchase but less than one year from the balance sheet date are classified as short-term investments, while investments with maturities of one year or beyond from the balance sheet date are classified as long-term investments. Management determines the appropriate classification of its cash equivalents and investment securities at the time of purchase and re-evaluates such determination as of each balance sheet date. | |||
Restricted Cash | ' | ||
Restricted Cash | |||
As of December 31, 2013, restricted cash represents a certificate of deposit that matures annually, and secures the Company’s outstanding letter of credit of $66,000 for the operating lease for new office and laboratory space in Lexington, Massachusetts. The letter of credit is required to be maintained through the term of the lease, which expires in January 2019. | |||
Accounts Receivable and Amounts Due from Collaboration Partners | ' | ||
Accounts Receivable and Amounts Due from Collaboration Partners | |||
Accounts receivable are amounts due from third parties and collaboration partners as a result of research and development services provided or license fees due but not yet paid. The Company considered the need for an allowance for doubtful accounts and has concluded that no allowance was needed as of December 31, 2013 or 2012, as the estimated risk of loss on its accounts receivable was determined to be minimal. Historically, the Company has fully collected all accounts receivables from third parties and collaboration partners within their respective payment periods and in accordance with the Company’s payment terms. | |||
Concentration of Credit Risk | ' | ||
Concentration of Credit Risk | |||
Financial instruments that subject the Company to concentrations of credit risk include cash and accounts receivable. The Company maintains cash and cash equivalents with various major financial institutions. The Company performs periodic evaluations of the relative credit standing of these financial institutions and limits the amount of credit exposure with any one institution. | |||
Accounts receivable represent amounts due from collaboration partners. The Company monitors economic conditions to identify facts or circumstances that may indicate that any of its accounts receivable are at risk. | |||
As of December 31, 2012, a single collaboration partner accounted for 100% of the Company’s accounts receivable. Refer to Note 4, Significant Strategic Drug Development Collaborations, for additional information regarding the Company’s collaboration agreements. The Company had no accounts receivable as of December 31, 2013. | |||
Property and Equipment | ' | ||
Property and Equipment | |||
The Company records property and equipment at cost less accumulated depreciation. Expenditures for major renewals and improvements which extend the life or usefulness of the asset are capitalized. Items of an ordinary repair or maintenance nature are charged directly to operating expense as incurred. The Company calculates depreciation using the straight-line method over the estimated useful lives of the assets: | |||
Asset Classification | Estimated Useful Life | ||
Laboratory equipment | 4 years | ||
Office and computer equipment | 4 years | ||
Leasehold improvements | 4 years or the remaining term of the lease, if shorter | ||
The Company eliminates the cost of assets retired or otherwise disposed of, along with the corresponding accumulated depreciation, from the related accounts, and the resulting gain or loss is reflected in the results of operations. | |||
Indefinite-Lived Intangible Assets | ' | ||
Indefinite-Lived Intangible Assets | |||
Acquired indefinite-lived intangible assets consist of In-Process Research and Development (“IPR&D”) related to the Company’s business combination with SymbioTec, which were recorded at fair value on the acquisition date. IPR&D intangible assets are considered indefinite-lived intangible assets until completion or abandonment of the associated research and development efforts. Substantial additional research and development may be required before the Company’s IPR&D reaches technological feasibility. Upon completion of the IPR&D project, the IPR&D assets will be amortized over their estimated useful lives. | |||
In accordance with ASC Topic 350 Intangibles - Goodwill and Other (“ASC 350”), the Company assesses intangible assets with indefinite lives for impairment using the two-step impairment test at least annually on October 1, or when events or changes in the business environment indicate the carrying value may not be fully recoverable. In addition, the Company utilizes an independent third party to assist in the determination of the fair value of the Company’s indefinite-lived intangible assets. Pursuant to Accounting Standards Update (“ASU”) No. 2012-02, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to the determination that it is more likely than not (that is, a likelihood of more than 50%) that the acquired IPR&D is impaired. If the Company chooses to first assess the qualitative factors and it is determined that it is not more likely than not acquired IPR&D is impaired, the Company is not required to take further action to test for impairment. The Company also has the option to bypass the qualitative assessment and perform only the quantitative impairment test, which the Company may choose to perform in some periods but not in others. | |||
The determinations as to whether, and, if so, the extent to which, acquired IPR&D become impaired are highly judgmental and based on significant assumptions regarding the projected future financial condition and operating results, changes in the manner of the use and development of the acquired assets, the Company’s overall business strategy, and regulatory, market and economic environment and trends. No impairment was recorded during the year ended December 31, 2013. In the year ended December 31, 2012, IPR&D acquired from Serum Institute of India Limited (“Serum Institute”) was immediately impaired as it was not acquired in connection with a business combination. | |||
IPR&D that is acquired in a transaction that is not a business combination is not capitalized but expensed in the period acquired. Refer to Note 4, Significant Strategic Drug Development Collaborations, for further discussion on IPR&D acquired in a transaction that does not meet the criteria for a business combination. | |||
Goodwill | ' | ||
Goodwill | |||
Goodwill is comprised of the purchase price of business combinations in excess of the fair value assigned at acquisition to the net tangible and identifiable intangible assets acquired. Goodwill was assigned to the Company’s single reporting unit at the date of the acquisition of SymbioTec. Goodwill is not amortized, but in accordance with ASC 350, the Company assesses goodwill for impairment using the two-step impairment test at least annually, or when events or changes in the business environment indicate the carrying value may not be fully recoverable. The Company performs its annual impairment review on October 1. | |||
Pursuant to ASU No. 2011-08, Intangibles – Goodwill and Other (Topic 350) – Testing Goodwill for Impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to the determination that it is more likely than not (that is, a likelihood of more than 50%) that goodwill is impaired. If the Company chooses to first assess qualitative factors and it is determined that it is not more likely than not goodwill is impaired, the Company is not required to take further action to test for impairment. The Company also has the option to bypass the qualitative assessment and perform only the quantitative impairment test, which the Company may choose to do in some periods but not in others. | |||
In addition, the Company assesses market conditions, industry developments and internal operations to determine if events or changes in the business environment indicate the carrying value of goodwill may not be fully recoverable. No impairments were recorded during the years ended December 31, 2013 or 2012. | |||
Impairment of Long-Lived Assets | ' | ||
Impairment of Long-Lived Assets | |||
In accordance with ASC Topic 360 Property, Plant and Equipment, the Company reviews long-lived assets to be held and used, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be fully recoverable. No such impairments were recorded during the years ended December 31, 2013 or 2012. | |||
Evaluation of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset or asset group and its eventual disposition. Impairment, if any, is calculated as the amount by which an asset’s carrying value exceeds its fair value, typically using discounted cash flows to determine fair value. | |||
Foreign Currency Translation | ' | ||
Foreign Currency Translation | |||
The Company’s reporting currency is US dollars. During the years ended December 31, 2013 and 2012, the Company had operations in the United Kingdom (“UK”), United States (“US”) and Germany. The functional currencies of the operations in the UK, US and Germany are their local currencies: British pounds sterling, US dollars and euros, respectively. Assets and liabilities of foreign operations are translated to US dollars at the exchange rate in effect at the balance sheet date and revenue and expenses at the average exchange rate for the period. Gains and losses from the translation of the consolidated financial statements of foreign subsidiaries into US dollars are included in stockholders’ equity as a component of other comprehensive income. The Company does not record tax provisions or benefits for the net changes in foreign currency translation adjustments, as the company intends to permanently reinvest undistributed earnings in its foreign subsidiaries. Realized and unrealized gains and losses resulting from foreign currency transactions arising from exchange rate fluctuations on balances denominated in currencies other than the functional currencies, are recognized in “Other (expense) income” in the consolidated statements of comprehensive loss. Monetary assets and liabilities that are denominated in a currency other than the functional currency are re-measured to the functional currency using the exchange rate at the balance sheet date and gains or losses are recorded in “Other (expense) income” in the consolidated statements of comprehensive loss. | |||
Revenue Recognition | ' | ||
Revenue Recognition | |||
The Company enters into supply, license and collaboration arrangements with pharmaceutical and biotechnology partners, some of which include royalty agreements based on potential net sales of approved commercial pharmaceutical products. The Company recognizes revenue in accordance with the authoritative guidance, ASC Topic 605, Revenue Recognition. The Company recognizes revenue when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery (or passage of title) has occurred or services have been rendered, (iii) the seller’s price to the buyer is fixed or determinable, and (iv) collectability is reasonably assured. | |||
Supply services | |||
Supply services are primarily derived from cost-plus and fixed price supply agreements with the Company’s collaboration partners and revenue is recognized when there is persuasive evidence that an arrangement exists, delivery has occurred in accordance to sales terms, the price is fixed or determinable, and collection is reasonably assured. The Company has not experienced any significant returns from customers. | |||
License, collaboration and other | |||
The terms of the Company’s license agreements include delivery of an Intellectual Property (“IP”) license to a collaboration partner. The Company may be compensated under license arrangements through a combination of non-refundable upfront payments, development and regulatory objective payments and royalty payments on future product sales by partners. Non-refundable upfront payments and development and regulatory objective payments received by the Company in license and collaboration arrangements that include future obligations, such as supply obligations, are recognized ratably over the Company’s expected performance period under each respective arrangement. The Company makes its best estimate of the period over which the Company expects to fulfill the Company’s performance obligations, which may include technology transfer assistance, research activities, clinical development activities, and manufacturing activities from development through the commercialization of the product. Given the uncertainties of these collaboration arrangements, significant judgment is required to determine the duration of the performance period. Non-refundable upfront license fees received, whereby continued performance or future obligations are considered inconsequential or perfunctory to the relevant licensed technology, are recognized as revenue upon delivery of the technology. | |||
The Company expects to recognize royalty revenue in the period of sale, based on the underlying contract terms, provided that the reported sales are reliably measurable and the Company has no remaining performance obligations, assuming all other revenue recognition criteria are met. | |||
Reimbursements for research and development services completed by the Company related to the collaboration agreements are recognized in operations as revenue on a gross basis. | |||
The Company’s license and collaboration agreements with certain collaboration partners could also provide for future payments to the Company based solely upon the performance of the respective collaboration partner in consideration of deadline extensions or upon the achievement of specified sales volumes of approved drugs. For such payments, the Company expects to recognize the payments as revenue when earned under the applicable contract terms on a performance basis or ratably over the term of the agreement. These payments may also be recognized as revenue when continued performance or future obligations by the Company are considered inconsequential or perfunctory. Refer to Note 4, Significant Strategic Drug Development Collaborations, for discussion on arrangements with specific collaboration partners. | |||
Cost of Revenue | ' | ||
Cost of Revenue | |||
The Company expects to recognize costs of revenue related to the Company’s supply services in the same period revenue is recognized from supply services. | |||
Research and Development Expenses | ' | ||
Research and Development Expenses | |||
Research and development expenses consist of expenses incurred in performing research and development activities, including compensation and benefits, facilities expenses, overhead expenses, clinical trial and related clinical manufacturing expenses, fees paid to Clinical Research Organizations and other outside expenses. The Company expenses research and development costs as incurred. The Company records non-refundable advance payments made for research and development services prior to the services being rendered as prepaid expenses on the consolidated balance sheets and expenses them as the services are provided. The value ascribed to intangible assets acquired but which have not met capitalization criteria is expensed as research and development at the time of acquisition. | |||
Share-Based Compensation | ' | ||
Share-Based Compensation | |||
Stock options | |||
The Company grants share-based payments in the form of options to employees and non-employees, Joint Share Ownership Plan (“JSOP”) awards to employees, as well as agreements to issue common stock in exchange for services provided by non-employees. The Company measures share-based payments in accordance with ASC Topic 718, Compensation – Stock Compensation. | |||
Stock option compensation expenses are based on the fair value of the underlying option calculated using the Black-Scholes option pricing model. Determining the appropriate fair value model and related assumptions requires judgment, including estimating share price volatility and expected terms of the awards. Refer to Note 12, Share-Based Compensation, for additional information regarding these assumptions. | |||
For employee options, the fair value measurement date is generally on the date of grant and the related compensation expense is recognized on a straight-line basis over the requisite period of the awards, less expense for expected forfeitures. Share-based compensation expense related to stock options granted to non-employees is recognized as the services are rendered on a straight-line basis. For non-employee options, the fair value measurement date is the earlier of the date the performance of services is complete or the date the performance commitment has been reached. The Company generally determines the fair value of the stock options is more reliably measurable than the fair value of the services received. Compensation expense related to stock options granted to non-employees is subject to re-measurement at each reporting period until the options vest. The Company estimates forfeitures at the time of grant and revises those estimates in subsequent periods if actual forfeitures differ from those estimates. Upon exercise, stock options are redeemed for newly issued shares of common stock. | |||
Common stock awards | |||
The Company grants common stock awards to non-employees in exchange for services provided. The Company generally measures the fair value of these awards using the fair value of the services provided as it is a more reliable measure of the fair value of the awards. The fair value measurement date of these awards is generally the date the performance of services is complete. The fair value of the awards is recognized as services are rendered on a straight-line basis. | |||
Joint Share Ownership Plan awards | |||
The Company measures the fair value of JSOP awards using Monte Carlo simulations based on the terms of the plan, which includes vesting conditions based on the achievement of certain market conditions in the form of share price hurdles. Accordingly, the Company recognizes compensation expense related to its JSOP awards using a graded vesting model. Determination of the appropriate fair value model and related assumptions requires judgment, including estimating share price volatility and the expected term of the awards. Refer to Note 12, Share-Based Compensation, for additional information regarding JSOP awards. | |||
Warrants to Purchase Common Stock | ' | ||
Warrants to Purchase Common Stock | |||
In connection with certain financing and collaboration arrangements, the Company issues warrants to purchase shares of its common stock to its collaborative partners. Outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of the awards using the Black-Scholes option pricing model as of the measurement date. Warrants issued to collaboration partners in conjunction with the issuance of common stock are recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value as compensation expense over the requisite service period or at the date of issuance, if there is not a service period. Warrants granted in connection with ongoing arrangements are more fully described in Note 10, Stockholders’ Equity. | |||
Income Taxes | ' | ||
Income Taxes | |||
The Company records deferred income taxes to recognize the effect of temporary differences between tax and financial statement reporting. The Company calculates the deferred taxes using enacted tax rates expected to be in place when the temporary differences are realized and records a valuation allowance to reduce deferred tax assets if it is determined that it is more likely than not that all or a portion of the deferred tax asset will not be realized. The Company considers many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings results, expectations of future taxable income, carryforward periods available and other relevant factors. The Company records changes in the required valuation allowance in the period that the determination is made. As of December 31, 2013 and 2012, the Company had a full valuation allowance on the balance of its recognized deferred tax assets. The deferred tax liability recorded as of December 31, 2013 and 2012 relates to the acquisition of SymbioTec during 2012, refer to Note 3, Acquisitions, for additional information. | |||
The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available as of the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, the Company does not recognize a tax benefit in the financial statements. The Company records interest and penalties related to uncertain tax positions, if applicable, as a component of income tax expense. Refer to Note 8, Income Taxes, for additional information regarding the Company’s income taxes. | |||
Basic and Diluted Net Loss per Share | ' | ||
Basic and Diluted Net Loss per Share | |||
The Company computes basic net loss per share by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The Company computes diluted net loss per share after giving consideration to the dilutive effect of stock options that are outstanding during the period, except where such non-participating securities would be anti-dilutive. The Company’s JSOP awards are considered treasury shares by the Company and thus do not impact the Company’s net loss per share calculation. | |||
Basic and diluted net loss per share are the same for the years ended December 31, 2013 and 2012 as the Company was in a net loss position. Potentially dilutive non-participating securities have not been included in the calculations of diluted net loss per share, as their inclusion would be anti-dilutive. | |||
Segment Information | ' | ||
Segment Information | |||
Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision making group, in making decisions on how to allocate resources and assess performance. The Company views its operations and manages its business in one operating segment. | |||
Operating Leases | ' | ||
Operating Leases | |||
The Company leases administrative and laboratory facilities under operating leases. Lease agreements may include rent holidays, rent escalation clauses and tenant improvement allowances. The Company recognizes scheduled rent increases on a straight-line basis over the lease term beginning with the date the Company takes possession of the leased space. | |||
Business Combinations | ' | ||
Business Combinations | |||
The Company has a history of engaging in acquisition transactions that require us to evaluate whether the transaction meets the criteria of a business combination and, in some cases, whether it meets the definition of a reverse merger. For those acquisitions that meet the criteria for a reverse merger, the Company evaluates the entities involved to distinguish the appropriate accounting acquirer and acquiree according to ASC 805. If the transaction does not meet the reverse merger business combination requirements, the transaction is accounted for as a recapitalization and no goodwill or intangible assets are recognized. If the acquisition meets the definition of a business combination, the Company allocates the purchase price, including any contingent consideration, to the assets acquired and the liabilities assumed at their estimated fair values as of the date of the acquisition with any excess of the purchase price paid over the estimated fair value of net assets acquired recorded as goodwill. The fair value of the assets acquired and liabilities assumed is typically determined by using either estimates of replacement costs or discounted cash flow valuation methods. | |||
When determining the fair value of tangible assets acquired, the Company estimates the cost to replace the asset with a new asset taking into consideration such factors as age, condition and the economic useful life of the asset. When determining the fair value of intangible assets acquired, the Company uses judgment to estimate the applicable discount rate, growth rates and the timing and amount of future cash flows. The fair value of assets acquired and liabilities assumed is typically determined using the assistance of an independent third party specialist. | |||
Acquisition related costs are expensed in the period in which the costs are incurred and the services are received. | |||
Recent Accounting Pronouncements | ' | ||
Recent Accounting Pronouncements | |||
In February 2013, the FASB issued ASU No. 2013-02 Comprehensive Income (Topic 220) – Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The new guidance provides information about the amounts reclassified out of accumulated other comprehensive income (“AOCI”) by component. An entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. On January 1, 2013 the Company adopted this standard, which had no impact on its financial position or results of operations. | |||
In July 2012, the FASB issued ASU No. 2012-02. The amended guidance provides information about an entity’s option to perform a qualitative analysis to assess whether the existence of events and circumstances indicates that it is more likely than not that indefinite-lived intangible assets other than goodwill are impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. However, if an entity concludes otherwise, it is required to perform the first step of the two-step impairment test by calculating the fair value of the indefinite-lived intangible asset and comparing the fair value with the carrying amount. If the carrying amount exceeds its fair value, then the entity is required to perform the second step to measure the amount of impairment loss. An entity also has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. On January 1, 2013 the Company early adopted this standard, which had no impact on its financial position or results of operations. | |||
In December 2011, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220) – Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (“ASU 2011-12”). The amended guidance provides further information about the deferral of amendments to the presentation of reclassifications of items out of AOCI but does not affect ASU No. 2011-05 Comprehensive Income (Topic 220) – Presentation of Comprehensive Income (“ASU 2011-05”), which the Company adopted starting January 1, 2012. Under ASU 2011-05, a company may present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In either case, a company is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. On January 1, 2012 the Company adopted ASU 2011-12, which had no impact on its financial position or results of operations. | |||
In September 2011, the FASB issued ASU No. 2011-08. The amended guidance provides information about an entity’s option to perform a qualitative analysis to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If after this assessment the entity determines it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then performing the quantitative two-step impairment test is unnecessary. However, if an entity concludes otherwise, it is required to perform the first step of the two-step impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, then the entity is required to perform the second step to measure the amount of impairment loss. An entity also has the option to bypass the qualitative assessment in any period and proceed directly to performing the quantitative impairment test. On January 1, 2012 the Company adopted this standard, which had no impact on its financial position or results of operations. | |||
In May 2011, the FASB issued ASU No. 2011-04 Fair Value Measurement (Topic 820) – Amendments to Achieve Common Fair Value Measurement, which includes amended guidance on fair value measurements. This newly issued accounting standard clarifies the application of certain existing fair value measurement guidance and expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This accounting standard was effective on a prospective basis for annual and interim reporting periods beginning on or after December 15, 2011. The adoption of this standard has not had a material impact on the Company’s financial position or results of operations. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||
Dec. 31, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Schedule of Estimated Useful Life of Assets | ' | ||
The Company calculates depreciation using the straight-line method over the estimated useful lives of the assets: | |||
Asset Classification | Estimated Useful Life | ||
Laboratory equipment | 4 years | ||
Office and computer equipment | 4 years | ||
Leasehold improvements | 4 years or the remaining term of the lease, if shorter |
Acquisitions_Tables
Acquisitions (Tables) (SymbioTec GmbH [Member]) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
SymbioTec GmbH [Member] | ' | ||||
Summary of Estimated Fair Values of Separately Identifiable Assets Acquired and Liabilities Assumed | ' | ||||
The following table summarizes the estimated fair values of the separately identifiable assets acquired and liabilities assumed as of January 17, 2012: | |||||
Intangible asset | $ | 9,579,660 | |||
Property and equipment | 53,286 | ||||
Trade and other receivables | 51,627 | ||||
Cash and cash equivalents | (349 | ) | |||
Trade and other payables | (312,301 | ) | |||
Deferred tax liability | (3,024,778 | ) | |||
Total identifiable net assets | 6,347,145 | ||||
Goodwill | 3,402,923 | ||||
Total | $ | 9,750,068 |
Property_and_Equipment_net_Tab
Property and Equipment, net (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Schedule of Property and Equipment, Net | ' | ||||||||
Property and equipment, net consists of the following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Laboratory equipment | $ | 1,106,761 | $ | 1,028,417 | |||||
Office and computer equipment | 190,878 | 162,111 | |||||||
Leasehold improvements | 69,296 | 67,913 | |||||||
Property and equipment – at cost | 1,366,935 | 1,258,441 | |||||||
Less accumulated depreciation | (1,214,332 | ) | (1,136,359 | ) | |||||
Property and equipment – net | $ | 152,603 | $ | 122,082 |
Goodwill_and_IndefiniteLived_I1
Goodwill and Indefinite-Lived Intangible Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||
Reconciliation of Change in Carrying Value of Goodwill | ' | ||||||||
A reconciliation of the change in the carrying value of goodwill is as follows: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Balance as of January 1 | $ | 3,592,073 | $ | - | |||||
Acquired from acquisitions | - | 3,402,923 | |||||||
Foreign currency translation | 73,126 | 189,150 | |||||||
Balance as of December 31 | $ | 3,665,199 | $ | 3,592,073 | |||||
Schedule of Change in Fair Value of Indefinite-Lived Intangible Asset | ' | ||||||||
The following table shows the decline in the fair value of OncoHist™ that would result from a 1% increase in the discount rate and a 5% decrease in the expected milestone income: | |||||||||
Indefinite-Lived Intangible Asset | Discount | Milestone | |||||||
Rate | Income | ||||||||
OncoHist™ change in fair value as of December 31, 2013 | $ | (688,000) | $ | (826,000) |
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Payables And Accruals [Abstract] | ' | ||||||||
Schedule of Accrued Expenses | ' | ||||||||
Accrued expenses consist of the following: | |||||||||
December 31, | |||||||||
2013 | 2012 | ||||||||
Accrued professional fees | $ | 1,106,358 | $ | 216,484 | |||||
Accrued bonus compensation | 422,226 | - | |||||||
Accrued payroll and benefits | 99,548 | 10,240 | |||||||
Accrued research costs | 29,682 | 165,578 | |||||||
Other | 169,053 | 64,442 | |||||||
$ | 1,826,867 | $ | 456,744 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Components of (Loss) before Income Taxes | ' | ||||||||
The components of (loss) before income taxes are as follows: | |||||||||
Year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Domestic (US) | $ | -547,508 | $ | -190,025 | |||||
Foreign (UK) | -7,855,509 | -5,244,538 | |||||||
Foreign (Germany) | -176,229 | -893,777 | |||||||
Loss before income taxes | $ | (8,579,246) | $ | (6,328,340) | |||||
Reconciliation of Income Tax Expense (Benefit) | ' | ||||||||
The reconciliation of income tax expense (benefit) at the UK corporation tax rate, being the rate applicable to the country of domicile of Xenetic UK, to net income tax expense (benefit) is as follows: | |||||||||
Year ended December 31, | |||||||||
2013 | 2012 | ||||||||
UK corporation tax benefit at statutory rate | $ | (1,994,675 | ) | $ | (1,550,443 | ) | |||
Increase in tax losses not recognized | 1,461,836 | 1,319,946 | |||||||
Permanent differences, net | 674,920 | 99,825 | |||||||
Foreign rate differential | (100,131 | ) | (89,442 | ) | |||||
Share-based compensation, net | 9,179 | 6,770 | |||||||
Other | 163 | 6,531 | |||||||
Impairment of IPR&D | - | 266,471 | |||||||
Enhanced research and development tax credits | (51,292 | ) | (59,658 | ) | |||||
Net expense (benefit) for income taxes | $ | $ | - | ||||||
Components of Company's Deferred Tax Assets | ' | ||||||||
Significant components of the Company’s deferred tax assets are as follows: | |||||||||
Year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Deferred tax assets: | |||||||||
UK net operating loss carryforwards | $ | 7,735,113 | $ | 7,543,489 | |||||
Enhanced research and development tax credits | 713,029 | 751,213 | |||||||
Share-based compensation | 409,391 | 462,976 | |||||||
Germany net operating loss carryforwards | 360,763 | 290,036 | |||||||
US federal net operating loss carryforwards | 242,254 | 59,294 | |||||||
US state net operating loss carryforwards | 35,929 | 8,754 | |||||||
Other | 24,781 | 31,726 | |||||||
Total deferred tax assets before valuation allowance | 9,521,260 | 9,147,488 | |||||||
Less valuation allowance | (9,521,260 | ) | (9,147,488 | ) | |||||
Net deferred tax assets | $ | - | $ | - | |||||
Deferred tax liability: | |||||||||
Indefinite-lived intangible asset | $ | (3,257,910 | ) | $ | (3,192,909 | ) | |||
Total net deferred tax liability | $ | (3,257,910 | ) | $ | (3,192,909 | ) | |||
Schedule of Changes to Unrecognized Tax Positions | ' | ||||||||
The changes to unrecognized tax positions for 2013 and 2012 were as follows: | |||||||||
Year ended December 31, | |||||||||
2013 | 2012 | ||||||||
Unrecognized tax benefits as of January 1 | $ | 182,251 | $ | 174,289 | |||||
Gross adjustments in tax positions | - | - | |||||||
Gross increases | - | - | |||||||
Foreign currency translation | 3,710 | 7,962 | |||||||
Unrecognized tax positions as of December 31 | $ | 185,961 | $ | 182,251 |
Commitments_Tables
Commitments (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Contractual Commitments under All Non-Cancelable Operating Leases | ' | ||||
The Company’s contractual commitments under all non-cancelable operating leases as of December 31, 2013 are as follows: | |||||
As of December 31, | Total Operating | ||||
Leases | |||||
2014 | $ | 137,489 | |||
2015 | 148,706 | ||||
2016 | 152,665 | ||||
2017 | 114,148 | ||||
2018 | 106,563 | ||||
Thereafter | 8,908 | ||||
Total minimum lease payments | $ | 668,479 |
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Schedule of Share-Based Compensation Expense is Classified in Consolidated Statements of Comprehensive Loss | ' | ||||||||||||||||
Share-based compensation expense is classified in the consolidated statements of comprehensive loss as follows: | |||||||||||||||||
Year ended December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Research and development expenses | $ | 60,980 | $ | 41,851 | |||||||||||||
Administrative expenses | 370,524 | 297,929 | |||||||||||||||
$ | 431,504 | $ | 339,780 | ||||||||||||||
Schedule of Stock Options Valuation Assumptions | ' | ||||||||||||||||
Key assumptions used in the Black-Scholes option pricing model on the date of grant for options granted to employees are as follows: | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Expected dividend yield (%) | - | - | |||||||||||||||
Expected volatility (%) | 73.39 | 77 | |||||||||||||||
Risk-free interest rate (%) | 0.92 | 0.49 | |||||||||||||||
Expected life of option (years) | 4 | 3.25 | |||||||||||||||
Weighted-average share price ($) | 0.29 | 0.37 | |||||||||||||||
Weighted-average exercise price ($) | 1.22 | 0.91 | |||||||||||||||
Model used | Black-Scholes | Black-Scholes | |||||||||||||||
Employee Stock Options [Member] | ' | ||||||||||||||||
Summary of Employee Stock Option Activity | ' | ||||||||||||||||
The following is a summary of employee stock option activity for the years ended December 31, 2013 and 2012: | |||||||||||||||||
Number | Weighted- | Weighted- | Aggregate | ||||||||||||||
of shares | average | average | intrinsic | ||||||||||||||
exercise | remaining | value | |||||||||||||||
price | life (years) | ||||||||||||||||
Outstanding as of January 1, 2012 | 4,068,024 | $ | 0.31 | ||||||||||||||
Granted | 960,000 | 0.91 | |||||||||||||||
Exercised | (19,535 | ) | 0.04 | $ | 8,726 | ||||||||||||
Forfeited | (23,009 | ) | 2.04 | ||||||||||||||
Outstanding as of December 31, 2012 | 4,985,480 | 0.42 | |||||||||||||||
Exercisable as of December 31, 2012 | 3,752,296 | 0.29 | 4.28 | $ | 423,487 | ||||||||||||
Outstanding as of January 1, 2013 | 4,985,480 | 0.42 | |||||||||||||||
Granted | 2,304,000 | 1.22 | |||||||||||||||
Exercised | (55,379 | ) | 0.04 | $ | 10,663 | ||||||||||||
Forfeited | (2,011,671 | ) | 1.22 | ||||||||||||||
Outstanding as of December 31, 2013 | 5,222,430 | 0.47 | 4.68 | $ | 432,392 | ||||||||||||
Vested or expected to vest as of December 31, 2013 | 5,222,430 | 0.47 | 4.68 | $ | 432,392 | ||||||||||||
Exercisable as of December 31, 2013 | 4,063,646 | $ | 0.30 | 3.72 | $ | 432,392 | |||||||||||
Summary of Status of Company's Non-Vested Employee Stock Option Shares | ' | ||||||||||||||||
A summary of the status of the Company’s non-vested employee stock option shares as of December 31, 2013 and the changes during the year ended December 31, 2013 is as follows: | |||||||||||||||||
Number of shares | Weighted-average | ||||||||||||||||
grant date fair | |||||||||||||||||
value | |||||||||||||||||
Balance as of January 1, 2013 | 1,233,184 | $ | 0.11 | ||||||||||||||
Granted | 2,304,000 | 0.07 | |||||||||||||||
Vested | (454,400 | ) | 0.14 | ||||||||||||||
Forfeited | (1,924,000 | ) | 0.07 | ||||||||||||||
Balance as of December 31, 2013 | 1,158,784 | $ | 0.08 | ||||||||||||||
Non-Employee Stock Options [Member] | ' | ||||||||||||||||
Summary of Key Assumptions Used in Black-Scholes Option Pricing Model on Date of Grant for Options Granted to Non-Employees | ' | ||||||||||||||||
Key assumptions used in the Black-Scholes option pricing model on the date of grant for options granted to non-employees are as follows: | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Expected dividend yield (%) | - | - | |||||||||||||||
Expected volatility (%) | 78.25 | 73.79 | |||||||||||||||
Risk-free interest rate (%) | 1.75 | 1.09 | |||||||||||||||
Expected life of option (years) | 5.9 | 6.92 | |||||||||||||||
Weighted-average share price ($) | 0.26 | 0.23 | |||||||||||||||
Weighted-average exercise price ($) | 0.52 | 0.52 | |||||||||||||||
Model used | Black-Scholes | Black-Scholes | |||||||||||||||
Summary of Non-Employee Stock Option Activity | ' | ||||||||||||||||
The following is a summary of non-employee stock option activity for the years ended December 31, 2013 and 2012: | |||||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | ||||||||||||||
shares | average | average | intrinsic | ||||||||||||||
exercise | remaining | value | |||||||||||||||
price | life (years) | ||||||||||||||||
Outstanding as of January 1, 2012 | - | $ | - | ||||||||||||||
Granted | 416,000 | 0.52 | |||||||||||||||
Exercised | - | - | |||||||||||||||
Forfeited | - | - | |||||||||||||||
Outstanding as of December 31, 2012 | 416,000 | 0.52 | |||||||||||||||
Exercisable as of December 31, 2012 | 24,000 | 0.31 | 4.73 | $ | 0 | ||||||||||||
Outstanding as of January 1, 2013 | 416,000 | 0.52 | |||||||||||||||
Granted | - | - | |||||||||||||||
Exercised | - | - | |||||||||||||||
Forfeited | - | - | |||||||||||||||
Outstanding as of December 31, 2013 | 416,000 | 0.52 | 5.9 | $ | 49 | ||||||||||||
Vested or expected to vest as of December 31, 2013 | 416,000 | 0.52 | 5.9 | $ | 49 | ||||||||||||
Exercisable as of December 31, 2013 | 128,000 | $ | 0.48 | 4.38 | $ | 49 | |||||||||||
JSOP Awards [Member] | ' | ||||||||||||||||
Schedule of Stock Options Valuation Assumptions | ' | ||||||||||||||||
The Company used the following weighted-average assumptions for the 2012 JSOP awards: | |||||||||||||||||
December 31, | |||||||||||||||||
2012 | |||||||||||||||||
Expected dividend yield (%) | - | ||||||||||||||||
Expected volatility (%) | 76 | ||||||||||||||||
Risk-free interest rate (%) | 0.57 | ||||||||||||||||
Expected life of option (years) | 3 | ||||||||||||||||
Weighted-average share price ($) | 0.17 | ||||||||||||||||
Weighted-average exercise price ($) | 0.17 | ||||||||||||||||
Model used | Monte Carlo |
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Restructuring And Related Activities [Abstract] | ' | ||||
Schedule of Restructuring Charges | ' | ||||
The following table sets forth the costs incurred during the year ended December 31, 2012: | |||||
Year ended | |||||
December 31, | |||||
2012 | |||||
Facility closure expenses | $ | 13,000 | |||
Employee termination expenses | 99,000 | ||||
Total restructuring charges | $ | 112,000 |
Subsequent_Events_Tables
Subsequent Events (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Subsequent Events [Abstract] | ' | ||||
Schedule of Preliminary Fair Value of Acquired Assets and Liabilities | ' | ||||
The preliminary fair value of the acquired assets and liabilities is as follows: | |||||
Cash | $ | 43,502 | |||
Accounts receivable | 145 | ||||
Prepaid expenses | 8,643 | ||||
Property, plant and equipment | 331,500 | ||||
Accounts payable | (354,079) | ||||
Accrued expenses | (36,146) | ||||
Long-term debt | (372,813) | ||||
Total identifiable net assets | (379,248) | ||||
Goodwill | 4,129,248 | ||||
Total | $ | 3,750,000 | |||
The_Company_Additional_Informa
The Company - Additional Information (Detail) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jan. 23, 2014 | Jan. 23, 2014 |
Xenetic UK [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Xenetic UK [Member] | |||||
Description Of Business [Line Items] | ' | ' | ' | ' | ' |
Issuance of new shares in exchange | ' | ' | 56 | 56 | ' |
Number of subsidiary shares exchanged for new shares | ' | ' | 175 | ' | 175 |
Common stock newly issued during the period | ' | ' | ' | 132,545,504 | ' |
Common stock, shares issued | 130,575,516 | 130,520,137 | ' | 136,045,504 | ' |
Common stock, shares outstanding | 119,887,322 | 119,831,943 | ' | 136,045,504 | ' |
Percentage of shares owned by former shareholders of the subsidiary | ' | ' | ' | ' | 97.00% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Segment | ||
Basis Of Presentation And Significant Accounting Policies [Line Items] | ' | ' |
Highly liquid investment maturity period | '90 days | ' |
Restricted cash, certificate of deposit | $66,000 | ' |
Letter of credit expiration period | '2019-01 | ' |
Allowance for doubtful accounts receivable | 0 | 0 |
Concentration of risk, percentage | ' | 100.00% |
Accounts receivables | ' | 130,258 |
Impairment of indefinite-lived intangible asset | 0 | 0 |
Asset impairment | $0 | $0 |
Income tax description | 'For those tax positions where it is more likely than not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, the Company does not recognize a tax benefit in the financial statements. | ' |
Number of operating segment | 1 | ' |
Minimum [Member] | ' | ' |
Basis Of Presentation And Significant Accounting Policies [Line Items] | ' | ' |
Percentage of qualitative factor of asset impairment | 50.00% | ' |
Percentage of tax benefit realized upon settlement | 50.00% | ' |
Xenetic UK [Member] | ' | ' |
Basis Of Presentation And Significant Accounting Policies [Line Items] | ' | ' |
Issuance of new shares in exchange | 56 | ' |
Number of subsidiary shares exchanged for new shares | 175 | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Schedule of Estimated Useful Life of Assets (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Laboratory Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated Useful Life | '4 years |
Office and Computer Equipment [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated Useful Life | '4 years |
Leasehold Improvements [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Estimated Useful Life | '4 years |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended |
Share data in Millions, unless otherwise specified | Jan. 17, 2012 | Dec. 31, 2013 |
OncoHist [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Fair value of intangible asset | ' | $10,559,820 |
SymbioTec GmbH [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Shares of common stock exchanged in acquisition | 25.6 | ' |
Business acquisitions full consideration transferred | 9,750,000 | ' |
Business acquisition, Assumption of note payable | 411,000 | ' |
Business acquisition, Stock issuance costs | '80774 | ' |
Business acquisition, Description | ' | 'SymbioTec is principally focused on the discovery of therapies designed to treat cancer in humans. SymbioTec's lead product candidate, OncoHist, is in the pre-clinical stage of development for the treatment of refractory AML and Non-Hodgkins Lymphoma. OncoHist has been granted orphan drug status by both the U.S. Food and Drug Administration ("FDA") and the European Medicines Agency. |
Forecasting period for revenue and operating projections | ' | '18 years |
Discount rate used to estimate fair value of intangible asset | ' | 50.00% |
Estimated cost to complete pre-clinical work for IND filing | ' | 10,000,000 |
SymbioTec GmbH [Member] | OncoHist [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Fair value of intangible asset | $9,580,000 | ' |
Acquisitions_Summary_of_Estima
Acquisitions - Summary of Estimated Fair Values of Separately Identifiable Assets Acquired and Liabilities Assumed (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 17, 2012 |
SymbioTec GmbH [Member] | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Intangible asset | ' | ' | ' | $9,579,660 |
Property and equipment | ' | ' | ' | 53,286 |
Trade and other receivables | ' | ' | ' | 51,627 |
Cash and cash equivalents | ' | ' | ' | -349 |
Trade and other payables | ' | ' | ' | -312,301 |
Deferred tax liability | ' | ' | ' | -3,024,778 |
Total identifiable net assets | ' | ' | ' | 6,347,145 |
Goodwill | 3,665,199 | 3,592,073 | ' | 3,402,923 |
Total | ' | ' | ' | $9,750,068 |
Significant_Strategic_Drug_Dev1
Significant Strategic Drug Development Collaborations - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 174 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||
Jan. 23, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
Subsequent Event [Member] | Baxter Healthcare SA and Baxter Healthcare Corporation [Member] | Baxter Healthcare SA and Baxter Healthcare Corporation [Member] | Baxter Healthcare SA and Baxter Healthcare Corporation [Member] | Baxter Healthcare SA and Baxter Healthcare Corporation [Member] | Baxter Healthcare SA and Baxter Healthcare Corporation [Member] | Baxter Healthcare SA and Baxter Healthcare Corporation [Member] | Baxter Healthcare SA and Baxter Healthcare Corporation [Member] | SynBio LLC [Member] | SynBio LLC [Member] | Serum Institute of India Limited [Member] | Serum Institute of India Limited [Member] | Serum Institute of India Limited [Member] | Serum Institute of India Limited [Member] | Serum Institute of India Limited [Member] | |
Subsequent Event [Member] | Forecast [Member] | Minimum [Member] | Maximum [Member] | Product | Development and Manufacturing Arrangement [Member] | Minimum [Member] | Maximum [Member] | ||||||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research and development service fees recognized as revenue | ' | $0 | $0 | $5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Supply agreement amended period | ' | '2010-09 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research and development recognized as revenue | ' | 1,000,000 | 0 | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of royalties | ' | ' | ' | ' | ' | ' | 2.00% | 3.50% | ' | ' | ' | ' | ' | 2.00% | 8.00% |
Royalties expiration period | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Royalties expiration description | ' | 'The Company's right to receive these royalties in any particular country will expire upon the later of ten years after the first commercial sale of the product in that country or the expiration of patent rights in that particular country. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Development receipts | ' | ' | ' | ' | ' | 18,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Regulatory receipts | ' | ' | ' | ' | ' | 16,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales target receipts | ' | ' | ' | ' | ' | 66,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Company issued new shares of common stock value | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' |
Agreement amended period | ' | '2014-01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Research and development supply service revenues | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 100,000 | ' | ' | ' | ' | ' |
Royalties receivable percentage | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' |
Royalties payment percentage | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' |
Share ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | 45.30% | 45.30% | 10.60% | 10.60% | ' | ' | ' |
Description and terms of license and arrangements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'In the period from 2004 through 2011, the Company entered into and amended certain license and supply agreements with Serum Institute. The original license agreement with Serum Institute was a collaborative Development and Manufacturing Arrangement ("DMA") to develop agreed upon potential commercial product candidates using the Company's PolyXen technology. | ' | ' | ' | ' |
Company issued new shares of common stock, Shares | 132,545,504 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,880,000 | ' | ' | ' |
In-process research and development expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' |
Number of potential commercial product | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14 | ' | ' | ' |
License amendment description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Following the 2011 amendment, Serum Institute retained an exclusive license to use the Companybs PolyXenB. technology to research and develop one potential commercial product, Polysialylated Erythropoietin (bPSA-EPOb). Serum Institute will be responsible for conducting all pre-clinical and clinical trials required to achieve regulatory approvals within the certain predetermined territories at Serum Institutebs own expense. The royalty payment schedule based on net revenues on the future commercial sales of PSA-EPO under the DMA was also modified as a result of the 2011 amendment. | ' | ' | ' | ' |
Percentage of royalty payments of net sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' |
Royalty revenue or expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' |
Milestone or other research-related payments due under the DMA | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' |
Common stock shares, subscribed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 | ' | ' | ' |
Common stock value, subscribed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $421,163 | ' | ' | ' |
Property_and_Equipment_net_Sch
Property and Equipment, net - Schedule of Property and Equipment, Net (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment - at cost | $1,366,935 | $1,258,441 |
Less accumulated depreciation | -1,214,332 | -1,136,359 |
Property and equipment - net | 152,603 | 122,082 |
Laboratory Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment - at cost | 1,106,761 | 1,028,417 |
Office and Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment - at cost | 190,878 | 162,111 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property and equipment - at cost | $69,296 | $67,913 |
Property_and_Equipment_net_Add
Property and Equipment, net - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property Plant And Equipment [Abstract] | ' | ' |
Depreciation expense | $52,032 | $104,619 |
Goodwill_and_IndefiniteLived_I2
Goodwill and Indefinite-Lived Intangible Assets - Reconciliation of Change in Carrying Value of Goodwill (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' |
Beginning Balance | $3,592,073 | ' |
Acquired from acquisitions | ' | 3,402,923 |
Foreign currency translation | 73,126 | 189,150 |
Ending Balance | $3,665,199 | $3,592,073 |
Goodwill_and_IndefiniteLived_I3
Goodwill and Indefinite-Lived Intangible Assets - Additional Information (Detail) (USD $) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 17, 2012 | Oct. 01, 2013 | Oct. 01, 2012 | Oct. 01, 2013 | Oct. 01, 2012 | |
OncoHist [Member] | OncoHist [Member] | OncoHist [Member] | SymbioTec GmbH [Member] | SymbioTec GmbH [Member] | SymbioTec GmbH [Member] | Goodwill [Member] | Goodwill [Member] | Indefinite-Lived Intangible Asset [Member] | Indefinite-Lived Intangible Asset [Member] | |||
Discount Rate [Member] | Milestone Income [Member] | OncoHist [Member] | OncoHist [Member] | OncoHist [Member] | ||||||||
Intangible_Assets | Intangible_Assets | |||||||||||
Schedule Of Goodwill And Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of fair value in excess of carrying value | ' | ' | ' | ' | ' | ' | ' | ' | 104.00% | 58.00% | 1.00% | 87.00% |
Number of indefinite-lived intangible asset | ' | ' | ' | ' | ' | 1 | 1 | ' | ' | ' | ' | ' |
Fair value of indefinite-lived intangible asset | ' | ' | $10,559,820 | ' | ' | ' | ' | $9,580,000 | ' | ' | ' | ' |
Carrying value of indefinite-lived intangible asset | 10,318,001 | 10,112,141 | 10,318,001 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Foreign currency impact on indefinite-lived intangible asset | ' | ' | 205,860 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in fair value of indefinite-lived intangible asset, percentage | ' | ' | ' | 1.00% | 5.00% | ' | ' | ' | ' | ' | ' | ' |
Impairment of indefinite-lived intangible asset | $0 | $0 | ' | $405,000 | $545,000 | ' | ' | ' | ' | ' | ' | ' |
Goodwill_and_IndefiniteLived_I4
Goodwill and Indefinite-Lived Intangible Assets - Schedule of Change in Fair Value of Indefinite-Lived Intangible Asset (Detail) (OncoHist [Member], USD $) | Dec. 31, 2013 |
Discount Rate [Member] | ' |
Indefinite-lived Intangible Assets [Line Items] | ' |
Change in fair value of indefinite-lived intangible asset | ($688,000) |
Milestone Income [Member] | ' |
Indefinite-lived Intangible Assets [Line Items] | ' |
Change in fair value of indefinite-lived intangible asset | ($826,000) |
Accrued_Expenses_Schedule_of_A
Accrued Expenses - Schedule of Accrued Expenses (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Payables And Accruals [Abstract] | ' | ' |
Accrued professional fees | $1,106,358 | $216,484 |
Accrued bonus compensation | 422,226 | ' |
Accrued payroll and benefits | 99,548 | 10,240 |
Accrued research costs | 29,682 | 165,578 |
Other | 169,053 | 64,442 |
Total | $1,826,867 | $456,744 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Taxes Disclosure [Line Items] | ' | ' | ' |
Provision for income taxes | $0 | ' | ' |
US federal and state net operating loss carryforwards expiration date | '2032 | ' | ' |
Unrecognized tax positions | 185,961 | 182,251 | 174,289 |
UK [Member] | ' | ' | ' |
Income Taxes Disclosure [Line Items] | ' | ' | ' |
Net operating loss carryforwards | 41,700,000 | 35,500,000 | ' |
Germany [Member] | ' | ' | ' |
Income Taxes Disclosure [Line Items] | ' | ' | ' |
Net operating loss carryforwards | 1,142,197 | 918,275 | ' |
US Federal [Member] | ' | ' | ' |
Income Taxes Disclosure [Line Items] | ' | ' | ' |
Net operating loss carryforwards | 692,153 | 169,410 | ' |
US State [Member] | ' | ' | ' |
Income Taxes Disclosure [Line Items] | ' | ' | ' |
Net operating loss carryforwards | $690,942 | $168,352 | ' |
Income_Taxes_Components_of_Los
Income Taxes - Components of (Loss) before Income Taxes (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes Disclosure [Line Items] | ' | ' |
Loss before income taxes | ($8,579,246) | ($6,328,340) |
US [Member] | ' | ' |
Income Taxes Disclosure [Line Items] | ' | ' |
Loss before income taxes | -547,508 | -190,025 |
UK [Member] | ' | ' |
Income Taxes Disclosure [Line Items] | ' | ' |
Loss before income taxes | -7,855,509 | -5,244,538 |
Germany [Member] | ' | ' |
Income Taxes Disclosure [Line Items] | ' | ' |
Loss before income taxes | ($176,229) | ($893,777) |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Income Tax Expense (Benefit) (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
UK corporation tax benefit at statutory rate | ($1,994,675) | ($1,550,443) |
Increase in tax losses not recognized | 1,461,836 | 1,319,946 |
Permanent differences, net | 674,920 | 99,825 |
Foreign rate differential | -100,131 | -89,442 |
Share-based compensation, net | 9,179 | 6,770 |
Other | 163 | 6,531 |
Impairment of IPR&D | ' | 266,471 |
Enhanced research and development tax credits | -51,292 | -59,658 |
Net expense (benefit) for income taxes | ' | ' |
Income_Taxes_Components_of_Com
Income Taxes - Components of Company's Deferred Tax Assets (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred tax assets: | ' | ' |
Enhanced research and development tax credits | $713,029 | $751,213 |
Share-based compensation | 409,391 | 462,976 |
US federal net operating loss carryforwards | 242,254 | 59,294 |
US state net operating loss carryforwards | 35,929 | 8,754 |
Other | 24,781 | 31,726 |
Total deferred tax assets before valuation allowance | 9,521,260 | 9,147,488 |
Less valuation allowance | -9,521,260 | -9,147,488 |
Net deferred tax assets | ' | ' |
Deferred tax liability: | ' | ' |
Indefinite-lived intangible asset | -3,257,910 | -3,192,909 |
Total net deferred tax liability | -3,257,910 | -3,192,909 |
UK [Member] | ' | ' |
Deferred tax assets: | ' | ' |
Net operating loss carryforwards | 7,735,113 | 7,543,489 |
Germany [Member] | ' | ' |
Deferred tax assets: | ' | ' |
Net operating loss carryforwards | $360,763 | $290,036 |
Income_Taxes_Schedule_of_Chang
Income Taxes - Schedule of Changes to Unrecognized Tax Positions (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' |
Unrecognized tax benefits as of January 1 | $182,251 | $174,289 |
Gross adjustments in tax positions | ' | ' |
Gross increases | ' | ' |
Foreign currency translation | 3,710 | 7,962 |
Unrecognized tax positions as of December 31 | $185,961 | $182,251 |
Commitments_Additional_Informa
Commitments - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 1 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 31, 2013 | |
Letter of Credit [Member] | Office Space [Member] | Laboratory Space [Member] | Office and Laboratory Space [Member] | |||
Operating Leased Assets [Line Items] | ' | ' | ' | ' | ' | ' |
Lease expiration period | ' | ' | ' | '2017-03 | ' | ' |
Lease termination period | ' | ' | ' | ' | '2013-12 | ' |
Lease termination date | ' | ' | ' | ' | ' | 31-Jan-19 |
Security deposit | ' | ' | $66,000 | ' | ' | ' |
Rent expenses under operating leases | $280,606 | $371,069 | ' | ' | ' | ' |
Commitments_Schedule_of_Contra
Commitments - Schedule of Contractual Commitments under All Non-Cancelable Operating Leases (Detail) (USD $) | Dec. 31, 2013 |
Commitments And Contingencies Disclosure [Abstract] | ' |
2014 | $137,489 |
2015 | 148,706 |
2016 | 152,665 |
2017 | 114,148 |
2018 | 106,563 |
Thereafter | 8,908 |
Total minimum lease payments | $668,479 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | |
Baxter SA [Member] | Baxter SA [Member] | Baxter SA [Member] | SynBio [Member] | SynBio [Member] | SynBio [Member] | Serum Institute [Member] | Serum Institute [Member] | Serum Institute [Member] | Serum Institute [Member] | Serum Institute [Member] | Serum Institute [Member] | Serum Institute [Member] | Serum Institute [Member] | |
Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | ||||||||||
Tranches | Tranches One [Member] | Tranches Two [Member] | Tranches Three [Member] | |||||||||||
Schedule Of Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants granted to purchase common stock | 4,588,298 | ' | ' | 3,545,600 | ' | ' | ' | 2,400,000 | ' | ' | ' | ' | ' | ' |
Warrants expiration date | 30-Jun-15 | ' | ' | 2-Dec-16 | ' | ' | ' | ' | ' | ' | 31-Dec-12 | ' | ' | ' |
Warrants outstanding | ' | $932,000 | $932,000 | ' | $108,000 | $108,000 | ' | $10,000 | ' | ' | ' | ' | ' | ' |
Warrants exercise holding period | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants expired during the period | ' | ' | ' | ' | ' | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' |
Warrants expiration period | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 months | ' | ' | ' | '18 months |
Warrants granted to purchase common stock, shares | ' | ' | ' | ' | ' | ' | 1,600,000 | ' | ' | ' | ' | ' | ' | ' |
Number of tranches | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' |
Warrants issued | ' | ' | ' | ' | ' | ' | 0 | ' | 0 | ' | 800,000 | 800,000 | 800,000 | ' |
Employee_Benefit_Plans_Additio
Employee Benefit Plans - Additional Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Defined Contribution Plan Disclosure [Line Items] | ' | ' |
Defined Contribution Plan, Contributions by Employer | $0 | $0 |
UK Plan [Member] | ' | ' |
Defined Contribution Plan Disclosure [Line Items] | ' | ' |
Defined Contribution Plan, Contributions by Employer | $129,353 | $135,553 |
Minimum [Member] | UK Plan [Member] | ' | ' |
Defined Contribution Plan Disclosure [Line Items] | ' | ' |
Defined Contribution Plan, Employee contribution percentage | 3.00% | ' |
Defined Contribution Plan, Employer contribution percentage | 8.00% | ' |
Maximum [Member] | UK Plan [Member] | ' | ' |
Defined Contribution Plan Disclosure [Line Items] | ' | ' |
Defined Contribution Plan, Employer contribution percentage | 12.00% | ' |
ShareBased_Compensation_Additi
Share-Based Compensation - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
2000 Stock Plan [Member] | 2007 Stock Plan [Member] | First Anniversary [Member] | Second Anniversary [Member] | Third Anniversary [Member] | Stock Options [Member] | Employee Stock Options [Member] | Employee Stock Options [Member] | Employee Stock Options [Member] | Non-Employee Stock Options [Member] | Non-Employee Stock Options [Member] | Non-Employee Stock Options [Member] | Common Stock Award [Member] | Common Stock Award [Member] | JSOP Awards [Member] | JSOP Awards [Member] | JSOP Awards [Member] | JSOP Awards [Member] | JSOP Awards [Member] | 2012 JSOP [Member] | 2012 JSOP [Member] | 2012 JSOP [Member] | |||
2000 Stock Plan [Member] | 2000 Stock Plan [Member] | 2000 Stock Plan [Member] | Minimum [Member] | Maximum [Member] | First Quarter of 2014 [Member] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation cost | $431,504 | $339,780 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $279,484 | $235,927 | ' |
Options terms description | ' | ' | 'Options may be granted with different vesting terms from time to time but not more than 50% on or after the first anniversary, 25% on or after the second anniversary, and 25% on or after the third anniversary. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of vesting terms | ' | ' | ' | ' | 50.00% | 25.00% | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expiration period | ' | ' | '10 years | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of issued ordinary share capital | ' | ' | 15.00% | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of option to grant | ' | ' | 14,355,591 | 14,355,591 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common stock outstanding | ' | ' | 2,507,489 | 2,714,941 | ' | ' | ' | ' | 5,222,430 | 4,985,480 | 4,068,024 | 416,000 | 416,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options grant description | ' | ' | ' | 'Option price of an incentive stock option granted to an employee or of a non-statutory stock option granted to any person who owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company (or any parent or subsidiary) shall be no less than 110% of the fair market value per share on the date of grant. The option price of an incentive stock option granted to any other employee shall be no less than 100% of the fair market value per share on the date of grant. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected dividend yield | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' |
Forfeiture rate | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options forfeited | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | 2,011,671 | 23,009 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted options to purchase common stock | ' | ' | ' | ' | ' | ' | ' | ' | 2,304,000 | 960,000 | ' | ' | 416,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average grand date fair value per share | ' | ' | ' | ' | ' | ' | ' | ' | $0.07 | $0.91 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash received form stock option exercises | ' | ' | ' | ' | ' | ' | ' | ' | 2,090 | 709 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized stock-based compensation expenses | ' | ' | ' | ' | ' | ' | ' | ' | 77,496 | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average period | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Granted options to purchase common stock | ' | ' | ' | ' | ' | ' | ' | ' | 2,304,000 | ' | ' | 0 | 416,000 | ' | 282,509 | 177,607 | ' | ' | ' | ' | ' | ' | ' | ' |
Options exercised | ' | ' | ' | ' | ' | ' | ' | ' | 55,379 | 19,535 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Option to purchase common stock vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 104,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options to purchase common stock remaining unvested | ' | ' | ' | ' | ' | ' | ' | ' | 1,158,784 | 1,233,184 | ' | 288,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized share based compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 33,635 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 326,066 | ' | ' |
Grant date fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85,825 | 58,339 | ' | ' | ' | ' | ' | ' | ' | ' |
compensation expense related to common stock awards | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85,825 | 58,339 | ' | ' | ' | ' | ' | ' | ' | ' |
Awards issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,986,281 | 1,701,913 | ' | ' | ' | ' | ' |
Range of share price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.75 | $2.50 | ' | ' | ' |
Fair value of award | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 853,889 | ' | ' |
compensation expense related to accelerated vesting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $326,066 |
ShareBased_Compensation_Schedu
Share-Based Compensation - Schedule of Share-Based Compensation Expense is Classified in Consolidated Statements of Comprehensive Loss (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation | $431,504 | $339,780 |
Research and Development Expenses [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation | 60,980 | 41,851 |
Administrative Expenses [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based compensation | $370,524 | $297,929 |
ShareBased_Compensation_Summar
Share-Based Compensation - Summary of Assumptions Used to Value Stock Options on Date of Grant (Detail) (Employee Stock Options [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Employee Stock Options [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected dividend yield | ' | ' |
Expected volatility | 73.39% | 77.00% |
Risk-free interest rate | 0.92% | 0.49% |
Expected life of option (years) | '4 years | '3 years 3 months |
Weighted-average share price | $0.29 | $0.37 |
Weighted-average exercise price | $1.22 | $0.91 |
Model used | 'Black-Scholes | 'Black-Scholes |
ShareBased_Compensation_Summar1
Share-Based Compensation - Summary of Employee Stock Option Activity (Detail) (Employee Stock Options [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Employee Stock Options [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of shares, Outstanding, Beginning balance | 4,985,480 | 4,068,024 |
Number of shares, Granted | 2,304,000 | 960,000 |
Number of shares, Exercised | -55,379 | -19,535 |
Number of shares, Forfeited | -2,011,671 | -23,009 |
Number of shares, Outstanding, Ending Balance | 5,222,430 | 4,985,480 |
Number of shares, Vested or expected to vest | 5,222,430 | ' |
Number of shares, Exercisable | 4,063,646 | 3,752,296 |
Weighted average exercise price, Outstanding | $0.42 | $0.31 |
Weighted average exercise price, Granted | $1.22 | $0.91 |
Weighted average exercise price, Exercised | $0.04 | $0.04 |
Weighted average exercise price, Forfeited | $1.22 | $2.04 |
Weighted average exercise price, Outstanding | $0.47 | $0.42 |
Weighted average exercise price, Outstanding, Vested or expected to vest | $0.47 | ' |
Weighted Average Exercise Price, Outstanding, Exercisable | $0.30 | $0.29 |
Weighted-average remaining life (years), Outstanding | '4 years 8 months 5 days | ' |
Weighted-average remaining life (years), Vested or expected to vest | '4 years 8 months 5 days | ' |
Weighted-average remaining life (years), Exercisable | '3 years 8 months 19 days | '4 years 3 months 11 days |
Aggregate intrinsic value, Exercised | $10,663 | $8,726 |
Aggregate intrinsic value, Outstanding | 432,392 | ' |
Aggregate intrinsic value, Vested or expected to vest | 432,392 | ' |
Aggregate intrinsic value, Exercisable | $432,392 | $423,487 |
ShareBased_Compensation_Summar2
Share-Based Compensation - Summary of Status of Company's Non-Vested Employee Stock Option Shares (Detail) (Employee Stock Options [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Employee Stock Options [Member] | ' | ' |
Schedule Of Non-Vested Stock Option Activity [Line Items] | ' | ' |
Number of shares, Beginning Balance | 1,233,184 | ' |
Number of shares, Granted | 2,304,000 | ' |
Number of shares, Vested | -454,400 | ' |
Number of shares, Forfeited | -1,924,000 | ' |
Number of shares, Ending Balance | 1,158,784 | 1,233,184 |
Weighted average grant date fair value, Beginning Balance | $0.11 | ' |
Weighted average grant date fair value, Granted | $0.07 | $0.91 |
Weighted average grant date fair value, Vested | $0.14 | ' |
Weighted average grant date fair value, Forfeited | $0.07 | ' |
Weighted average grant date fair value, Ending Balance | $0.08 | $0.11 |
ShareBased_Compensation_Summar3
Share-Based Compensation - Summary of Key Assumptions Used in Black-Scholes Option Pricing Model on Date of Grant for Options Granted to Non-Employees (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
JSOP Awards [Member] | ' | ' |
Schedule Of Weighted Average Assumptions For Fair Values Of Stock Options [Line Items] | ' | ' |
Expected dividend yield | 0.00% | ' |
Expected volatility | ' | 76.00% |
Risk-free interest rate | ' | 0.57% |
Expected life of option (years) | ' | '3 years |
Weighted-average share price | ' | $0.17 |
Weighted-average exercise price | ' | $0.17 |
Model used | ' | 'Monte Carlo |
Non-Employee Stock Options [Member] | ' | ' |
Schedule Of Weighted Average Assumptions For Fair Values Of Stock Options [Line Items] | ' | ' |
Expected dividend yield | ' | ' |
Expected volatility | 78.25% | 73.79% |
Risk-free interest rate | 1.75% | 1.09% |
Expected life of option (years) | '5 years 10 months 24 days | '6 years 11 months 1 day |
Weighted-average share price | $0.26 | $0.23 |
Weighted-average exercise price | $0.52 | $0.52 |
Model used | 'Black-Scholes | 'Black-Scholes |
ShareBased_Compensation_Summar4
Share-Based Compensation - Summary of Non-Employee Stock Option Activity (Detail) (Non-Employee Stock Options [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Non-Employee Stock Options [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of shares, Outstanding, Beginning balance | 416,000 | ' |
Number of shares, Granted | ' | 416,000 |
Number of shares, Exercised | ' | ' |
Number of shares, Forfeited | ' | ' |
Number of shares, Outstanding, Ending Balance | 416,000 | 416,000 |
Number of shares, Vested or expected to vest | 416,000 | ' |
Number of shares, Exercisable | 128,000 | 24,000 |
Weighted average exercise price, Outstanding | $0.52 | ' |
Weighted average exercise price, Granted | ' | $0.52 |
Weighted average exercise price, Exercised | ' | ' |
Weighted average exercise price, Forfeited | ' | ' |
Weighted average exercise price, Outstanding | $0.52 | $0.52 |
Weighted average exercise price, Outstanding, Vested or expected to vest | $0.52 | ' |
Weighted Average Exercise Price, Outstanding, Exercisable | $0.48 | $0.31 |
Weighted-average remaining life (years), Outstanding | '5 years 10 months 24 days | ' |
Weighted-average remaining life (years), Vested or expected to vest | '5 years 10 months 24 days | ' |
Weighted-average remaining life (years), Exercisable | '4 years 4 months 17 days | '4 years 8 months 23 days |
Aggregate intrinsic value, Outstanding | $49 | ' |
Aggregate intrinsic value, Vested or expected to vest | 49 | ' |
Aggregate intrinsic value, Exercisable | $49 | $0 |
Restructuring_Charges_Addition
Restructuring Charges - Additional Information (Detail) (SymbioTec GmbH [Member], USD $) | 12 Months Ended |
Dec. 31, 2012 | |
SymbioTec GmbH [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Restructuring Charges | $112,000 |
Restructuring_Charges_Schedule
Restructuring Charges - Schedule of Restructuring Charges (Detail) (SymbioTec GmbH [Member], USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Restructuring Cost and Reserve [Line Items] | ' |
Restructuring Charges | $112,000 |
Facility Closure Expenses [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Restructuring Charges | 13,000 |
Employee Termination Expenses [Member] | ' |
Restructuring Cost and Reserve [Line Items] | ' |
Restructuring Charges | $99,000 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | 31-May-11 | |
Schedule of Other Related Party Transactions [Line Items] | ' | ' | ' |
Short term, unsecured loan outstanding | $681,124 | $682,993 | ' |
Loans repaid | ' | 706,201 | ' |
SynBio LLC [Member] | Short Term Unsecured Loan Facility [Member] | ' | ' | ' |
Schedule of Other Related Party Transactions [Line Items] | ' | ' | ' |
Maximum short term unsecured loan facility | ' | ' | 1,700,000 |
Short term, unsecured loan outstanding | 681,124 | 682,993 | ' |
Loan interest rate | 8.04% | ' | ' |
Loans repaid | $0 | $706,201 | ' |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) | 12 Months Ended | 0 Months Ended | 0 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jan. 23, 2014 | Jan. 23, 2014 | Jan. 30, 2014 | Jan. 23, 2014 | |
USD ($) | USD ($) | First Quarter of 2014 [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |
USD ($) | USD ($) | GBP (£) | Baxter SA [Member] | Oxbridge [Member] | |||
Subsidiary | USD ($) | USD ($) | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock | ' | ' | ' | ' | ' | $10,000,000 | ' |
Issuance of common stock, Shares | ' | ' | ' | 132,545,504 | ' | 10,695,187 | ' |
Percentage of increase in share ownership | ' | ' | ' | ' | ' | 10.00% | ' |
Reverse merger consideration transferred | ' | ' | ' | 3,750,000 | ' | ' | ' |
Equity interest issued | ' | ' | ' | 9.20% | ' | ' | ' |
Estimated fair value of common stock | $0.01 | $0.01 | ' | ' | £ 0.06 | ' | ' |
Transaction costs | ' | ' | ' | 3,000,000 | ' | ' | ' |
Purchase price allocation description | ' | ' | ' | 'The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date. | ' | ' | ' |
Share outstanding common stock cancelled | ' | ' | ' | ' | ' | ' | 10,000,000 |
Cash paid for Hive Out Agreement | ' | ' | ' | ' | ' | ' | 430,000 |
Number of subsidiaries sold | ' | ' | ' | 2 | ' | ' | ' |
Loss on disposal of subsidiaries | ' | ' | 1,069,675 | ' | ' | ' | ' |
Acquisition-related costs | $2,200,000 | $0 | ' | ' | ' | ' | ' |
Subsequent_Events_Schedule_of_
Subsequent Events - Schedule of Preliminary Fair Value of Acquired Assets and Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 23, 2014 |
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ' | ' | ' | ' |
Cash | ' | ' | ' | $43,502 |
Accounts receivable | ' | ' | ' | 145 |
Prepaid expenses | ' | ' | ' | 8,643 |
Property, plant and equipment | ' | ' | ' | 331,500 |
Accounts payable | ' | ' | ' | -354,079 |
Accrued expenses | ' | ' | ' | -36,146 |
Long-term debt | ' | ' | ' | -372,813 |
Total identifiable net assets | ' | ' | ' | -379,248 |
Goodwill | 3,665,199 | 3,592,073 | ' | 4,129,248 |
Total | ' | ' | ' | $3,750,000 |
Schedule_II_Valuation_and_Qual1
Schedule II Valuation and Qualifying Accounts (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' |
Additions (Deductions) Charged to (from) Income Tax Expense | ' | ' |
Valuation Allowance on Deferred Tax Assets [Member] | ' | ' |
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' |
Balance Beginning of Period | -9,147,488 | -8,159,774 |
Additions (Deductions) Charged to (from) Income Tax Expense | -373,772 | -987,714 |
Other Changes to Valuation Allowance | ' | ' |
Balance End of Period | ($9,521,260) | ($9,147,488) |