Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | 14-May-15 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | PLASMATECH BIOPHARMACEUTICALS INC | |
Entity Central Index Key | 318306 | |
Current Fiscal Year End Date | -19 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 24,268,085 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 31-Mar-15 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and cash equivalents | $7,948,000 | $11,520,000 |
Receivables | 144,000 | 35,000 |
Prepaid expenses and other current assets | 98,000 | 0 |
Total current assets | 8,190,000 | 11,555,000 |
Property and equipment, net | 11,000 | 4,000 |
Licensed technology, net | 4,875,000 | 4,991,000 |
Other assets | 41,000 | 32,000 |
Total assets | 13,117,000 | 16,582,000 |
Current liabilities | ||
Accounts payable | 638,000 | 1,896,000 |
Short-term notes payable | 0 | 400,000 |
Current portion of deferred revenue | 602,000 | 602,000 |
Total current liabilities | 1,240,000 | 2,898,000 |
Payable due Licensor | 4,000,000 | 4,000,000 |
Long-term deferred revenue | 4,718,000 | 4,868,000 |
Total liabilities | 9,958,000 | 11,766,000 |
Commitments and contingencies | ||
Stockholders' equity | ||
Common stock - $.01 par value; authorized 200,000,000 shares; issued, 19,998,801 at March 31, 2015 and 19,960,801 at December 31, 2014 | 200,000 | 200,000 |
Additional paid-in capital | 301,033,000 | 300,690,000 |
Accumulated deficit | -298,074,000 | -296,074,000 |
Total stockholders' deficit | 3,159,000 | 4,816,000 |
Total liabilities and stockholders' deficit | $13,117,000 | $16,582,000 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Stockholders' equity | ||
Common stock- par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (in shares) | 19,998,801 | 19,960,801 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenues | ||
License revenues | $151,000 | $146,000 |
Royalties | 107,000 | 62,000 |
Total revenues | 258,000 | 208,000 |
Expenses | ||
Research and development | 453,000 | 144,000 |
General and administrative | 1,689,000 | 1,392,000 |
Depreciation and amortization | 118,000 | 0 |
Total expenses | 2,260,000 | 1,536,000 |
Loss from operations | -2,002,000 | -1,328,000 |
Interest and miscellaneous income | 3,000 | 8,000 |
Interest and other expense | -1,000 | -122,000 |
Gain on change in fair value of derivative - preferred stock | 0 | 583,000 |
Total non operating income (expense) | 2,000 | 469,000 |
Net loss | -2,000,000 | -859,000 |
Less preferred stock dividends | 0 | 725,000 |
Net loss allocable to common stockholders | ($2,000,000) | ($1,584,000) |
Basic and diluted loss per common share (in dollars per share) | ($0.10) | ($3.06) |
Weighted average number of common shares outstanding (in shares) | 19,983,751 | 517,539 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (USD $) | Common Stock [Member] | Additional paid-in capital [Member] | Accumulated deficit [Member] | Total |
Balance at Dec. 31, 2014 | $200,000 | $300,690,000 | ($296,074,000) | $4,816,000 |
Balance (in shares) at Dec. 31, 2014 | 19,960,801 | |||
Common stock issued to employees | 0 | 32,000 | 0 | 32,000 |
Common stock issued to employees (in shares) | 10,000 | |||
Common stock issued for services | 0 | 87,000 | 0 | 87,000 |
Common stock issued for services (in shares) | 28,000 | |||
Stock option compensation expense | 0 | 224,000 | 0 | 224,000 |
Net loss | 0 | 0 | -2,000,000 | -2,000,000 |
Balance at Mar. 31, 2015 | $200,000 | $301,033,000 | ($298,074,000) | $3,159,000 |
Balance (in shares) at Mar. 31, 2015 | 19,998,801 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | ($2,000,000) | ($859,000) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
(Gain) loss on change in fair value of derivative - preferred stock | 0 | -583,000 |
Depreciation and amortization | 118,000 | 0 |
Stock option compensation expense | 224,000 | 795,000 |
Stock issued to directors, employees and consultants | 32,000 | 0 |
Stock issued for services | 87,000 | 75,000 |
Change in operating assets and liabilities: | ||
Receivables | -109,000 | 15,000 |
Prepaid expenses and other current assets | -98,000 | -5,000 |
Other assets | -9,000 | 0 |
Accounts payable and accrued expenses | -1,258,000 | 212,000 |
Interest payable on dividends | 0 | 122,000 |
Deferred revenue | -150,000 | 103,000 |
Net cash used in operating activities | -3,163,000 | -125,000 |
Cash flows from investing activities: | ||
Capital expenditures | -9,000 | 0 |
Net cash used in investing activities | -9,000 | 0 |
Cash flows from financing activities: | ||
Payment of short-term debt | -400,000 | 0 |
Net cash provided by financing activities | -400,000 | 0 |
Net decrease in cash and cash equivalents | -3,572,000 | -125,000 |
Cash and cash equivalents at beginning of period | 11,520,000 | 424,000 |
Cash and cash equivalents at end of period | 7,948,000 | 299,000 |
Supplemental cash flow information: | ||
Cash paid for interest | 0 | 0 |
Supplemental disclosure of noncash transactions: | ||
Preferred stock dividends in dividends payable | $0 | $725,000 |
Interim_Financial_Statements
Interim Financial Statements | 3 Months Ended |
Mar. 31, 2015 | |
Interim Financial Statements [Abstract] | |
Interim Financial Statements | (1) Interim Financial Statements |
The condensed consolidated balance sheet as of March 31, 2015, the condensed consolidated statements of operations for the three months ended March 31, 2015 and 2014, the condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2015, and the condensed consolidated statements of cash flows for the three months ended March 31, 2015 and 2014, were prepared by management without audit. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, except as otherwise disclosed, necessary for the fair presentation of the financial position, results of operations, and changes in financial position for such periods, have been made. | |
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these interim financial statements be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014. The results of operations for the period ended March 31, 2015 are not necessarily indicative of the operating results which may be expected for a full year. The condensed consolidated balance sheet as of December 31, 2014 contains financial information taken from the audited Plasma Tech financial statements as of that date. | |
Certain reclassifications to the consolidated financial statements for all periods presented have been made to conform to the March 31, 2015 presentation. |
Intangible_Assets
Intangible Assets | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Intangible Assets [Abstract] | |||||||||||||||||
Intangible Assets | (2) Intangible Assets | ||||||||||||||||
Intangible assets consist of the following (in thousands): | |||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||
Gross | Gross | ||||||||||||||||
carrying | Accumulated | carrying | Accumulated | ||||||||||||||
value | amortization | value | Amortization | ||||||||||||||
Amortizable intangible assets | |||||||||||||||||
Licensed technology | $ | 5,000 | $ | 125 | $ | 5,000 | $ | 9 | |||||||||
Amortization expense related to intangible assets totaled $116,000 for the three months ended March 31, 2015 and totaled $0 for the three ended March 31, 2014. The aggregate estimated amortization expense for intangible assets remaining as of March 31, 2015 is as follows (in thousands): | |||||||||||||||||
2015 | $ | 349 | |||||||||||||||
2016 | 465 | ||||||||||||||||
2017 | 465 | ||||||||||||||||
2018 | 465 | ||||||||||||||||
2019 | 465 | ||||||||||||||||
over 5 years | 2,666 | ||||||||||||||||
Total | $ | 4,875 |
Stock_Based_Compensation
Stock Based Compensation | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Stock Based Compensation [Abstract] | |||||||||
Stock Based Compensation | (3) Stock Based Compensation | ||||||||
For the three months ended March 31, 2015, we recognized stock-based compensation expense of $224,000. For the three months ended March 31, 2014 we recognized stock-based compensation expense of $795,000. | |||||||||
The following table summarizes stock-based compensation for the three months ended March 31, 2015 and 2014: | |||||||||
Three months ended | |||||||||
March31, | |||||||||
2015 | 2014 | ||||||||
Research and development | $ | 18,000 | $ | 77,000 | |||||
General and administrative | 206,000 | 718,000 | |||||||
Stock-based compensation expense included in operating expense | $ | 224,000 | $ | 795,000 | |||||
For the three months ended March 31, 2015 we granted 120,000 stock options and for the three months ended March 31, 2014 we granted 210,000 stock options. | |||||||||
For the three months ended March 31, 2015 and 2014 there was no stock granted to directors and officers. |
Litigation
Litigation | 3 Months Ended |
Mar. 31, 2015 | |
Litigation [Abstract] | |
Litigation | (4) Litigation |
Alan Schmidt (“Schmidt”), a former shareholder of Genaera Corporation (“Genaera”), and a former unitholder of the Genaera Liquidating Trust (the ‘‘Trust’’), filed a purported class action in the United States District Court for the Eastern District of Pennsylvania in June 2012. The lawsuit named thirty defendants, including PlasmaTech, MacroChem Corporation, which was acquired by us in February 2009, Jeffrey Davis, the then-CEO and currently a director of PlasmaTech, and Steven H. Rouhandeh and Mark Alvino, both of whom are our directors (the ‘‘PlasmaTech Defendants’’). With respect to the PlasmaTech Defendants, the complaint alleged direct and derivative claims asserting that directors of Genaera and the Trustee of the Trust breached their fiduciary duties to Genaera, Genaera’s shareholders and the Trust’s unitholders in connection with the licensing and disposition of certain assets, aided and abetted by numerous defendants including the PlasmaTech Defendants. Schmidt seeks monetary damages, disgorgement of any distributions received from the Trust, rescission of sales made by the Trust, attorneys’ and expert fees, and costs. On December 19, 2012, Schmidt filed an amended complaint (the “Amended Complaint”) which asserted substantially the same allegations with respect to the PlasmaTech Defendants. On February 4, 2013, the PlasmaTech Defendants moved to dismiss all claims asserted against them. On August 12, 2013 the court granted the PlasmaTech Defendants’ motions to dismiss and entered judgment in favor of the PlasmaTech Defendants on all claims. On August 26, 2013, Schmidt filed a motion for reconsideration. On September 10, 2013 Schmidt filed a Notice of Appeal with the District Court. On September 17, 2013, Schmidt filed his appeal with the U.S. Third Circuit Court of Appeals (the “Third Circuit”). On September 25, 2013, the District Court denied Schmidt’s motion for reconsideration. On October 17, 2013, Schmidt amended his appeal to include the District Court’s denial of his motion for reconsideration. On March 20, 2014, Schmidt filed his Brief and Joint Appendix. On May 22, 2014, the PlasmaTech Defendants filed their Oppositions to Schmidt’s Brief. On May 29, 2014, Schmidt was granted an extension of time until June 23, 2014 to file his Reply Brief and filed his Reply Brief on that date. The Third Circuit held oral argument on September 12, 2014. On October 17, 2014, in a split decision, the Third Circuit reversed the District Court’s decision holding, among other things, that the District Court’s determination that the Amended Complaint was time-barred on statute of limitations grounds was premature. The Third Circuit did not rule upon any of the other grounds for dismissal advanced in the District Court and on appeal. The Third Circuit remanded the case to the District Court for further proceedings. On January 6, 2015, the District Court ordered the parties to file supplemental briefs on all remaining arguments for dismissal, and further ordered that a hearing on the motions to dismiss would be held on February 3, 2015. On January 23, 2015, the PlasmaTech Defendants filed their Supplemental Brief. At the February 3, 2015 hearing, Schmidt sought and was granted leave to amend his complaint for a second time. Schmidt filed his Second Amended Complaint on February 3, 2015. The Second Amended Complaint asserts substantially the same factual allegations with respect to the PlasmaTech Defendants, but eliminates all causes of action against the PlasmaTech Defendants except for aiding and abetting the Genaera directors’ and officers’ purported breaches of fiduciary duties, a claim for “punitive damages” and a claim for rescission of a settlement agreement between the Trust and the PlasmaTech Defendants. On March 20, 2015, the PlasmaTech Defendants filed a motion to dismiss the Second Amended Complaint. We intend to continue contesting the claims vigorously. | |
We are not currently subject to any other material pending legal proceedings. |
Subsequent_Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Event [Abstract] | |
Subsequent Event | (5) Subsequent Events |
On April 23, 2015 we closed a $7 million private placement of common stock consisting of 2,333,333 shares of common stock, at a price of $3.00 per share. | |
On May 5, 2015, PlasmaTech Biopharmaceuticals, Inc., a Delaware corporation (“PlasmaTech”), Plasmatech Merger Sub Inc. (“Merger Sub”), a wholly owned subsidiary of PlasmaTech and a Delaware corporation, Abeona Therapeutics LLC, an Ohio limited liability company (“Abeona”) and Paul A. Hawkins, an individual, solely in his capacity as Member Representative (“Member Representative”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Abeona, with Abeona continuing as the surviving corporation and becoming a wholly owned subsidiary of PlasmaTech (the “Merger”). The Board of Directors of PlasmaTech and Managers of Abeona have unanimously approved the transaction. | |
In connection with the Merger, the PlasmaTech will issue to Abeona members a total of 3,979,761 common shares upon closing of the transaction, and up to an additional $9 million in performance milestones, in common stock or cash, at the Company’s option. | |
The completion of the Merger is subject to customary closing conditions. | |
On May 11, 2015, we closed a $10 million private placement of common stock consisting of 1,250,000 shares of our common stock, at a price of $8.00 per share and warrants to purchase 625,000 shares of common stock. The warrants have an exercise price of $10.00 per share and are exercisable for 30 months from the closing date. A total net of $9.2 million was received. | |
Also in connection with the financing, the placement agent received warrants to purchase 50,000 shares of common stock at $11.00 per share and which are exercisable for five years from the closing date. |
Intangible_Assets_Tables
Intangible Assets (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||
Intangible Assets [Abstract] | |||||||||||||||||
Schedule of amortizable intangible assets | Intangible assets consist of the following (in thousands): | ||||||||||||||||
31-Mar-15 | 31-Dec-14 | ||||||||||||||||
Gross | Gross | ||||||||||||||||
carrying | Accumulated | carrying | Accumulated | ||||||||||||||
value | amortization | value | Amortization | ||||||||||||||
Amortizable intangible assets | |||||||||||||||||
Licensed technology | $ | 5,000 | $ | 125 | $ | 5,000 | $ | 9 | |||||||||
Amortization expense related to intangible assets | The aggregate estimated amortization expense for intangible assets remaining as of March 31, 2015 is as follows (in thousands): | ||||||||||||||||
2015 | $ | 349 | |||||||||||||||
2016 | 465 | ||||||||||||||||
2017 | 465 | ||||||||||||||||
2018 | 465 | ||||||||||||||||
2019 | 465 | ||||||||||||||||
over 5 years | 2,666 | ||||||||||||||||
Total | $ | 4,875 | |||||||||||||||
Stock_Based_Compensation_Table
Stock Based Compensation (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Stock Based Compensation [Abstract] | |||||||||
Summarization of stock-based compensation | The following table summarizes stock-based compensation for the three months ended March 31, 2015 and 2014: | ||||||||
Three months ended | |||||||||
March31, | |||||||||
2015 | 2014 | ||||||||
Research and development | $ | 18,000 | $ | 77,000 | |||||
General and administrative | 206,000 | 718,000 | |||||||
Stock-based compensation expense included in operating expense | $ | 224,000 | $ | 795,000 |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | |
Amortizable intangible assets [Abstract] | |||
Amortization expense related to intangible assets | $116,000 | $0 | |
Amortization expense for intangible assets [Abstract] | |||
2015 | 349,000 | ||
2016 | 465,000 | ||
2017 | 465,000 | ||
2018 | 465,000 | ||
2019 | 465,000 | ||
over 5 years | 2,666,000 | ||
Total | 4,875,000 | 4,991,000 | |
Licensed technology [Member] | |||
Amortizable intangible assets [Abstract] | |||
Gross carrying value | 5,000,000 | 5,000,000 | |
Accumulated amortization | $125,000 | $9,000 |
Stock_Based_Compensation_Detai
Stock Based Compensation (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Stock-based compensation [Line Items] | ||
Stock-based compensation expense included in operating expense | $224,000 | $795,000 |
Directors and officers [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock granted, value, share-based compensation | 0 | 0 |
Stock options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options granted (in shares) | 120,000 | 210,000 |
Research and development [Member] | ||
Stock-based compensation [Line Items] | ||
Stock-based compensation expense included in operating expense | 18,000 | 77,000 |
General and administrative [Member] | ||
Stock-based compensation [Line Items] | ||
Stock-based compensation expense included in operating expense | $206,000 | $718,000 |
Litigation_Details
Litigation (Details) | 3 Months Ended |
Mar. 31, 2015 | |
Defendant | |
Litigation [Abstract] | |
Number of defendants | 30 |
Subsequent_Event_Details
Subsequent Event (Details) (Subsequent Event [Member], USD $) | 0 Months Ended | ||
In Millions, except Share data, unless otherwise specified | 5-May-15 | 11-May-15 | Apr. 23, 2015 |
Subsequent Event [Line Items] | |||
Common stock issued (in shares) | 3,979,761 | ||
Additional amount received upon performance milestones | $9 | ||
Private Placement [Member] | |||
Subsequent Event [Line Items] | |||
Proceed from sale of stock from private placement | 10 | 7 | |
Number of shares issued (in shares) | 1,250,000 | 2,333,333 | |
Common stock price (in dollars per share) | $8 | $3 | |
Warrant issued (in shares) | 625,000 | ||
Warrant exercise price (in dollars per share) | $10 | ||
Term of warrant | 30 months | ||
Proceeds from issuance of stock and warrants | $9.20 | ||
Placement agent [Member] | |||
Subsequent Event [Line Items] | |||
Warrant issued (in shares) | 50,000 | ||
Warrant exercise price (in dollars per share) | $11 | ||
Term of warrant | 5 years |