Document and Entity Information
Document and Entity Information Document - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 05, 2016 | |
Document Information [Line Items] | ||
Entity Registrant Name | Caladrius Biosciences, Inc. | |
Entity Central Index Key | 320,017 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 59,033,464 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Repayment of long-term debt | $ (6,348,646) | |
Current Assets | ||
Cash and cash equivalents | 25,426,166 | $ 20,318,411 |
Accounts receivable, net of allowance for doubtful accounts of $0 at March 31, 2016 and December 31, 2015, respectively | 2,612,832 | 2,566,101 |
Deferred costs | 3,986,178 | 2,911,743 |
Prepaid expenses and other current assets | 3,592,788 | 3,476,177 |
Total current assets | 35,617,964 | 29,272,432 |
Property, plant and equipment, net | 16,923,763 | 17,064,900 |
Goodwill | 7,013,315 | 7,013,315 |
Intangible assets, net | 2,735,380 | 2,877,880 |
Other assets | 894,524 | 976,768 |
Total assets | 63,184,946 | 57,205,295 |
Current Liabilities | ||
Accounts payable | 3,984,710 | 4,107,388 |
Accrued liabilities | 6,322,955 | 6,198,488 |
Long-term debt, current | 1,158,799 | 4,171,456 |
Notes payable, current | 1,358,598 | 1,192,666 |
Unearned revenues | 5,638,649 | 5,345,225 |
Total current liabilities | 18,463,711 | 21,015,223 |
Long-term Liabilities | ||
Deferred income taxes | 986,040 | 932,662 |
Notes payable | 450,427 | 583,041 |
Other Long-term Debt, Noncurrent | 2,776,416 | 0 |
Long-term debt | 7,492,555 | 10,828,544 |
Other long-term liabilities | 432,802 | 562,001 |
Total liabilities | $ 30,601,951 | $ 33,921,471 |
Commitments and Contingencies (see Note 15) | ||
Redeemable Noncontrolling Interest, Equity, Carrying Amount | $ 19,400,000 | $ 0 |
Stockholders' Equity | ||
Preferred stock, authorized, 20,000,000 shares; Series B convertible redeemable preferred stock liquidation value, 0.01 share of common stock, $.01 par value; 825,000 shares designated; issued and outstanding, 10,000 shares at March 31, 2016 and December 31, 2015, respectively | 100 | 100 |
Common stock, $.001 par value, authorized 500,000,000 shares; issued and outstanding, 59,123,260 and 56,733,012 shares, at March 31, 2016 and December 31, 2015, respectively | 59,123 | 56,733 |
Additional paid-in capital | 398,423,589 | 396,496,341 |
Treasury stock, at cost; 109,989 shares at March 31, 2016 and December 31, 2015, respectively | (707,637) | (707,637) |
Accumulated deficit | (384,113,407) | (372,132,490) |
Accumulated other comprehensive income | 0 | 486 |
Total Caladrius Biosciences, Inc. stockholders' equity | 13,661,768 | 23,713,533 |
Noncontrolling interests | (478,773) | (429,709) |
Total equity | 13,182,995 | 23,283,824 |
Liabilities and Equity, Total | $ 63,184,946 | $ 57,205,295 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, Shares Outstanding | 10,000 | 10,000 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Accounts receivable trade, net of allowance for doubtful accounts | $ 0 | $ 0 |
Preferred Stock, authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Outstanding | 59,123,260 | 56,733,012 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, Shares, Issued | 59,123,260 | 56,733,012 |
Preferred stock, shares designated | 825,000 | 825,000 |
Preferred stock, issued | 10,000 | 10,000 |
Preferred stock, Series B convertible redeemable preferred stock liquidation value, share of common stock | 0.01 | 0.01 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Treasury stock (shares) | 109,989 | 109,989 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues | $ 7,489,479 | $ 3,172,279 |
Cost of revenues | 6,228,256 | 3,368,612 |
Research and development | 5,876,178 | 6,803,632 |
Selling, general, and administrative | 6,458,331 | 11,087,899 |
Total operating costs and expenses | 18,562,765 | 21,260,143 |
Operating loss | (11,073,286) | (18,087,864) |
Other income (expense): | ||
Other income (expense), net | 5,685 | (546,027) |
Interest expense | (926,817) | (550,964) |
Nonoperating Income (Expense), Total | (921,132) | (1,096,991) |
Loss before provision for income taxes and noncontrolling interests | (11,994,418) | (19,184,855) |
Provision for income taxes | 53,378 | 46,633 |
Net loss | (12,047,796) | (19,231,488) |
Less - loss attributable to noncontrolling interests | (66,879) | (44,592) |
Net loss attributable to Caladrius Biosciences, Inc. common stockholders | $ (11,980,917) | $ (19,186,896) |
Basic and diluted loss per share attributable to Caladrius Biosciences, Inc. common stockholders | $ (0.21) | $ (0.51) |
Weighted average common shares outstanding | 57,380,438 | 37,594,894 |
Available for sale securities - net unrealized loss | $ (486) | $ (1,329) |
Total other comprehensive loss | (486) | (1,329) |
Comprehensive loss | (12,048,282) | (19,232,817) |
Comprehensive loss attributable to noncontrolling interests | (66,879) | (44,592) |
Comprehensive loss attributable to Caladrius Biosciences, Inc. common stockholders | $ (11,981,403) | $ (19,188,225) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net loss | $ (12,047,796) | $ (19,231,488) |
Available for sale securities - net unrealized loss | (486) | (1,329) |
Total other comprehensive loss | (486) | (1,329) |
Comprehensive loss | (12,048,282) | (19,232,817) |
Comprehensive loss attributable to noncontrolling interests | (66,879) | (44,592) |
Comprehensive loss attributable to Caladrius Biosciences, Inc. common stockholders | $ (11,981,403) | $ (19,188,225) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) | Total | Total NeoStem, Inc. Shareholders' Equity [Member] | Series B Convertible Preferred StockSeries B Convertible Preferred Stock | Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Treasury Stock | Non- Controlling Interest in Subsidiary |
Beginning Balance (shares) at Dec. 31, 2014 | 10,000 | 36,783,857 | |||||||
Beginning Balance at Dec. 31, 2014 | $ 58,073,789 | $ 58,514,836 | $ 100 | $ 36,784 | $ 350,428,903 | $ 1,329 | $ (291,246,538) | $ (705,742) | $ (441,047) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (19,231,488) | (19,186,896) | (19,186,896) | (44,592) | |||||
Unrealized gain/loss on marketable securities | (1,329) | (1,329) | |||||||
Share-based compensation (in shares) | 470,289 | ||||||||
Share-based compensation | 3,715,759 | 3,715,759 | $ 470 | 3,715,289 | |||||
Stock Issued During Period, Shares, New Issues | 2,169,765 | ||||||||
Net proceeds from issuance of common stock | 7,411,828 | 7,411,828 | $ 2,170 | 7,409,658 | |||||
Change in Ownership in Subsidiary | 0 | (50,537) | (50,537) | 50,537 | |||||
Ending Balance at Mar. 31, 2015 | 49,968,559 | 50,403,661 | $ 100 | $ 39,424 | 361,503,313 | 0 | (310,433,434) | (705,742) | (435,102) |
Ending Balance (shares) at Mar. 31, 2015 | 10,000 | 39,423,911 | |||||||
Beginning Balance (shares) at Dec. 31, 2015 | 10,000 | 56,733,012 | |||||||
Beginning Balance at Dec. 31, 2015 | 23,283,824 | 23,713,533 | $ 100 | $ 56,733 | 396,496,341 | 486 | (372,132,490) | (707,637) | (429,709) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (12,047,796) | (11,980,917) | (11,980,917) | (66,879) | |||||
Unrealized gain/loss on marketable securities | (486) | (486) | (486) | ||||||
Share-based compensation (in shares) | 921,808 | ||||||||
Share-based compensation | 851,245 | 851,245 | $ 922 | 850,323 | |||||
Stock Issued During Period, Shares, New Issues | 1,468,440 | ||||||||
Net proceeds from issuance of common stock | 1,096,208 | 1,096,208 | $ 1,468 | 1,094,740 | |||||
Change in Ownership in Subsidiary | 0 | (17,815) | (17,815) | 17,815 | |||||
Ending Balance at Mar. 31, 2016 | $ 13,182,995 | $ 13,661,768 | $ 100 | $ 59,123 | $ 398,423,589 | $ 0 | $ (384,113,407) | $ (707,637) | $ (478,773) |
Ending Balance (shares) at Mar. 31, 2016 | 10,000 | 59,123,260 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (12,047,796) | $ (19,231,488) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Equity-based compensation expense | 851,246 | 3,715,759 |
Depreciation and amortization | 737,158 | 604,440 |
Change in acquisition-related contingent consideration | 0 | 550,000 |
Loss on disposal of assets | 591,307 | 0 |
Bad debt recovery | 0 | (1,873) |
Deferred income taxes | 53,378 | 46,633 |
Accretion on marketable securities | 0 | 29,724 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (116,610) | 52,331 |
Accounts receivable | (46,730) | 1,144,356 |
Deferred costs | (1,074,435) | (1,054,362) |
Unearned revenues | 3,069,840 | 1,171,699 |
Other assets | 81,754 | (61,711) |
Accounts payable, accrued liabilities and other liabilities | (127,410) | (1,205,775) |
Net cash used in operating activities | (8,028,298) | (14,240,267) |
Cash flows from investing activities: | ||
Sale of marketable securities | 0 | 7,049,000 |
Acquisition of property, plant and equipment | (1,044,827) | (344,530) |
Net cash (used in) provided by investing activities | (1,044,827) | 6,704,470 |
Cash flows from financing activities: | ||
Net proceeds from issuance of common stock | 1,096,208 | 7,411,828 |
Repayment of long-term debt | (6,348,646) | 0 |
Proceeds from notes payable | 368,615 | 340,270 |
Repayment of notes payable | (335,297) | (259,077) |
Sale of ownership interest in subsidiary | 19,400,000 | 0 |
Net cash provided by financing activities | 14,180,880 | 7,493,021 |
Net increase (decrease) in cash and cash equivalents | 5,107,755 | (42,776) |
Cash and cash equivalents at beginning of period | 20,318,411 | 19,174,061 |
Cash and cash equivalents at beginning of period | 25,426,166 | 19,131,285 |
Cash paid during the period for: | ||
Interest | $ 973,729 | $ 372,550 |
The Business
The Business | 3 Months Ended |
Mar. 31, 2016 | |
The Business [Abstract] | |
The Business | The Business Overview Caladrius Biosciences, Inc. (“we,” “us,” "our," “Caladrius” or the “Company”), through its subsidiary, PCT, LLC, a Caladrius Company TM ("PCT"), is a leading provider of development and manufacturing services to the cell and cell-based gene therapy industry. PCT has significant cell therapy-specific experience and expertise, an expansive list of noteworthy clients and significant revenue growth over the past two years. Notably, PCT and Hitachi Chemical Co. America, Ltd. and Hitachi Chemical Co., Ltd. (each independently or collectively referred to herein as "Hitachi Chemical") entered into a strategic collaboration to accelerate the creation of a global commercial cell therapy development and manufacturing enterprise with deep engineering expertise. Caladrius leverages both its internal specialized cell therapy clinical development expertise and PCT’s prowess to select and develop early-stage cell therapy candidates with the intention of partnering these candidates post proof-of-concept in man to both generate value for our shareholders and to expand PCT’s client base. Our current lead product candidate, CLBS03, is a T regulatory cell (“Treg”) clinical Phase 2 therapy targeting adolescents with recent-onset type 1 diabetes. Cell Therapy Development and Manufacturing PCT is a leading cell therapy development and manufacturing provider (often called a contract development and manufacturing organization, or "CDMO"), specializing in cell and cell-based gene therapies. PCT offers high-quality development and manufacturing capabilities (e.g., current Good Manufacturing Practice (“cGMP”) manufacturing systems and facilities), quality systems, cell and tissue processing, logistics, storage and distribution and engineering solutions (e.g., process and assay development, optimization and automation) to clients with therapeutic candidates at all stages of development. PCT produces clinical supplies and ultimately, intends also to produce commercial product for its clients. PCT has worked with over 100 clients and produced over 20,000 cell therapy products since it was founded 17 years ago. PCT’s manufacturing services are designed to reduce the capital investment and time required by clients to advance their development programs compared to conducting the process development and manufacturing in-house. PCT has demonstrated regulatory expertise, including the support of over 50 U.S. and European Union ("EU") regulatory filings for clients and expertise across multiple cell types and therapeutic applications, including immunotherapy (e.g. CAR-T therapies), neuro/endocrine therapies, hematopoietic replacement and tissue repair/regeneration. PCT offers a complete development pathway for its clients, with services supporting preclinical through commercial phase, all underpinned by timely process optimization and automation support. We currently operate facilities qualified under cGMPs in each of Allendale, New Jersey and Mountain View, California, including EU-compliant production capacity. On March 11, 2016, PCT entered into a strategic collaboration and license agreement with Hitachi Chemical to accelerate the creation of a global commercial cell therapy development and manufacturing enterprise with deep engineering expertise. PCT is positioned to expand its capacity both in the United States and internationally, as needed. As the industry continues to mature and a growing number of cell therapy companies approach commercialization, we believe that PCT is well positioned to serve as an external manufacturing partner of choice for commercial-stage cell therapy companies. CLBS03 We are developing, through the utilization of our core development and manufacturing expertise, a product candidate that is an innovative therapy for type 1 diabetes mellitus ("TID"). This therapy is based on a proprietary platform technology for immunomodulation. We have selected as an initial target the unmet medical need of pediatric patients who are newly diagnosed with T1D. This program is based on the use of T regulatory cells ("Tregs") to treat diseases caused by imbalances in an individual's immune system. This novel approach seeks to restore immune balance by enhancing Treg number and function. Tregs are a natural part of the human immune system and regulate the activity of T effector cells; the cells that are responsible for protecting the body from viruses and other foreign antigens. When Tregs function properly, only harmful foreign materials are attacked by T effector cells. In autoimmune disease, however, it is thought that deficient Treg activity and numbers permit the T effector cells to attack the body's own beneficial cells. In the case of T1D, there are currently no curative treatments, only lifelong insulin therapy, which often does not prevent serious co-morbidities. Two Phase 1 clinical trials of this technology in T1D patients demonstrated safety and tolerance, feasibility of manufacturing, an implied durability of effect and an early indication of efficacy through the preservation of beta cell function. In the first quarter of 2016 we commenced patient enrollment in the first of two cohorts in The Sanford Project: T-Rex Study, a Phase 2 prospective, randomized, placebo-controlled, double-blind clinical trial to evaluate the safety and efficacy of our Treg product candidate, CLBS03, in adolescents with recent onset T1D. After the three-month follow-up of the first cohort of 18 patients, which is expected in early 2017, an initial safety analysis of the data and early analysis of immunological biomarkers will be undertaken. Satisfactory evaluation of the safety of the initial cohort as agreed by us, our independent Data Safety Monitoring Board and the U.S. Food and Drug Administration ("FDA") will then prompt the enrollment of the remaining 93 patients. A subsequent interim analysis of efficacy is planned after approximately 50% of patients reach the six -month follow-up milestone. We entered into a strategic collaboration with Sanford Research to support the execution of this trial. Sanford Research is a U.S.-based non-profit research organization that supports an emerging translational research center focused on finding a cure for T1D. Additional Technology Platforms Our broad intellectual property portfolio of cell therapy assets includes notable programs available for out-licensing and partnering in order to continue our clinical development. These include platforms using tumor cell/dendritic cell technology for immuno-oncology and CD34 technology for ischemic repair. Both have the benefit of promising Phase 2 clinical data and are applicable to multiple indications. The immuno-oncology platform is based on our extensive intellectual property portfolio and includes CLBS20, a candidate for metastatic melanoma which was investigated in two Phase 2 trials and recently in a discontinued Phase 3 clinical trial. With respect to our ischemic repair platform, the Company's Clinical Trial Notification for a pivotal Phase 2 trial investigating CLBS12 (a candidate for critical limb ischemia "CLI") was submitted to the Japanese Pharmaceuticals and Medical Devices Agency ("PMDA") and was cleared to proceed. The protocol design was agreed with PMDA and if successful, could provide the basis for a conditional approval under Japan's favorable regenerative medicine law. We are seeking to collaborate on CLBS12 with development and/or manufacturing partners. In January 2016, we out-licensed our CD34 technology to SPS Cardio, LLC for chronic heart failure and acute myocardial infarction (candidate CLBS10) in India and other designated territories and non-major world markets outside the United States. Furthermore, a cell-derived dermatological product technology for topical skin application was out-licensed in February 2016 to AiVita Biomedical, Inc. ("AiVita"), which it intends to distribute through ALPHAEON Corporation. Finally, our Treg immune modulation platform has potential applications across multiple autoimmune and allergic diseases beyond TID for which we are exploring partnering opportunities, including steroid-resistant asthma, multiple sclerosis, chronic obstructive pulmonary disease, inflammatory bowel disease, graft versus host disease, lupus and rheumatoid arthritis. Our long term strategy focuses on advancing cell-based therapies to the market and assisting patients suffering from life-threatening medical conditions. Coupling our clinical development expertise with our process development and manufacturing capabilities, we believe we are positioned to realize potentially meaningful value increases within our own proprietary pipeline based on demonstration of proof-of-concept in man as well as process and manufacturing advancements. Financial Information & Liquidity On March 11, 2016, PCT and Caladrius entered into a global licensing, development and equity collaboration with Hitachi Chemical, a Japanese-based global conglomerate with a growing franchise in life sciences including regenerative medicine ("Hitachi Transaction"), and will receive an aggregate of $25.0 million in cash, of which $22.5 million was received in March 2016, and the remainder expected to be received before the end of 2016. PCT will retain $10.0 million of the $25.0 million proceeds, and Caladrius received $15.0 million of the proceeds. Concurrent with the Hitachi Transaction, Caladrius used $7.0 million of the proceeds to repay a portion of the outstanding loan with Oxford Finance. In addition to the Hitachi Transaction, the Company anticipates requiring additional capital in order to grow the PCT business, to fund the development of CLBS03, to fund other operating expenses and to make principal and interest payments on the loan with Oxford Finance. To meet its short and long term liquidity needs, the Company currently expects to use existing cash and cash equivalents balances, revenue generating activities and a variety of other means, including its common stock purchase agreements with Aspire Capital. Other sources of liquidity could include additional potential issuances of debt or equity securities in public or private financings, option exercises, partnerships and/or collaborations and/or sale of assets. In addition, the Company will continue to seek as appropriate grants for scientific and clinical studies from various governmental agencies and foundations. The Company believes that the proceeds received in the Hitachi Transaction, along with its current cash, its revenue generating activities, and its access to funds under its agreement with Aspire Capital, will be sufficient to fund its operations for the next twelve months. While the Company continues to seek capital through a number of means, there can be no assurance that additional financing will be available on acceptable terms, if at all. If the Company is unable to access capital necessary to meet its long-term liquidity needs, it may have to delay or discontinue the development of CLBS03, and/or the expansion of its business or raise funds on terms that the Company currently consider unfavorable. On February 25, 2016, the Company received written notification from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“NASDAQ”) notifying the Company that for the preceding 30 consecutive business days, the Company’s common stock did not maintain a minimum closing bid price of $1.00 (“Minimum Bid Price Requirement”) per share as required by NASDAQ Listing Rule 5550(a)(2). The notice had no immediate effect on the listing or trading of the Company’s common stock and the common stock continues to trade on The NASDAQ Capital Market under the symbol “CLBS.” In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company has a grace period of 180 calendar days, or until August 23, 2016, to regain compliance with NASDAQ Listing Rule 5550(a)(2). Compliance can be achieved automatically and without further action if the closing bid price of the Company’s stock is at or above $1.00 for a minimum of 10 consecutive business days at any time during the 180 -day compliance period, in which case NASDAQ will notify the Company of its compliance and the matter will be closed. If, however, the Company does not achieve compliance with the Minimum Bid Price Requirement by August 23, 2016, the Company may be eligible for additional time to comply. In order to be eligible for such additional time, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The NASDAQ Capital Market, with the exception of the Minimum Bid Price Requirement, and must notify NASDAQ in writing of its intention to cure the deficiency during the second compliance period. Basis of Presentation The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the accompanying Consolidated Financial Statements of the Company and its subsidiaries, which are unaudited, include all normal and recurring adjustments considered necessary to present fairly the Company’s financial position as of March 31, 2016 and the results of its operations and its cash flows for the periods presented. The unaudited consolidated financial statements herein should be read together with the historical consolidated financial statements of the Company for the years ended December 31, 2015 , 2014 and 2013 included in our 2015 Form 10-K. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company makes critical estimates and assumptions in determining the fair values of goodwill for potential goodwill impairments, fair values of in-process R&D assets, fair values of acquisition-related contingent considerations, useful lives of our tangible and intangible assets, allowances for doubtful accounts, and stock-based awards values. Accordingly, actual results could differ from those estimates and assumptions. An accounting policy is considered to be critical if it is important to the Company’s financial condition and results of operations and if it requires management’s most difficult, subjective and complex judgments in its application. Principles of Consolidation The Consolidated Financial Statements include the accounts of Caladrius Biosciences, Inc. and its wholly-owned and partially-owned subsidiaries and affiliates as listed below. All intercompany activities have been eliminated in consolidation. Entity Percentage of Ownership Location Caladrius Biosciences, Inc. 100% United States of America NeoStem Therapies, Inc. 100% United States of America Stem Cell Technologies, Inc. 100% United States of America Amorcyte, LLC 100% United States of America PCT, LLC, a Caladrius Company (1) 80.1% United States of America NeoStem Family Storage, LLC (1) 80.1% United States of America Athelos Corporation (2) 97.3% United States of America PCT Allendale, LLC (1) 80.1% United States of America NeoStem Oncology, LLC 100% United States of America _________________________________________________________________ (1) As of March 31, 2016 , Hitachi's ownership interest was 19.9% (see Note 3). (2) As of March 31, 2016 , Becton Dickinson's ownership interest was 2.7% . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies In addition to the policies below, our significant accounting policies are described in Note 2 of the Notes to Consolidated Financial Statements included in our 2015 Form 10-K. There were no changes to these policies during the three months ended March 31, 2016 . Concentration of Risks We are subject to credit risk from our portfolio of cash and cash equivalents and marketable securities. Under our investment policy, we limit amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. Cash is held at major banks in the United States. Therefore, the Company is not exposed to any significant concentrations of credit risk from these financial instruments. The goals of our investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk; liquidity of investments sufficient to meet cash flow requirements, and a competitive after-tax rate of return. We are also subject to credit risk from our accounts receivable related to our services. The majority of our trade accounts receivable arises from services in the United States. For the three months ended March 31, 2016 , the 3 largest customers represented 50% of total revenues recognized, the largest of which was 20% . As of March 31, 2016 , 3 customers represented 54% of our accounts receivable, the largest of which was 30% . Share-Based Compensation The Company expenses all share-based payment awards to employees, directors, consultants, including grants of stock options, warrants, and restricted stock, over the requisite service period based on the grant date fair value of the awards. Consultant awards are remeasured each reporting period through vesting. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. The Company determines the fair value of option awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate the fair value. This method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options or warrants. The fair value of the Company’s restricted stock and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant. Goodwill Goodwill is the excess of purchase price over the fair value of identified net assets of businesses acquired. The Company reviews goodwill at least annually, or at the time a triggering event is identified for possible impairment. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company tests its goodwill each year on December 31. The Company reviews the carrying value of goodwill utilizing an income approach model, and, where appropriate, a market value approach is also utilized to supplement the discounted cash flow model. The Company makes assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values to determine each reporting unit’s estimated fair value. If these estimates or related assumptions change in the future, the Company may be required to record impairment charges. In accordance with its accounting policy, the Company tested goodwill for impairment as of December 31, 2015 and June 30, 2015 and determined as of December 31, 2015 goodwill valued at $18.2 million was impaired. Definite-Lived Intangible Assets Definite-lived intangible assets consist of customer lists, manufacturing technology, tradenames, patents and rights. These intangible assets are amortized on a straight line basis over their respective useful lives. The Company reviews definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds the fair value of the asset. If other events or changes in circumstances indicate that the carrying amount of an asset that the Company expects to hold and use may not be recoverable, the Company will estimate the undiscounted future cash flows expected to result from the use of the asset and/or its eventual disposition, and recognize an impairment loss, if any. The impairment loss, if determined to be necessary, would be measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. No triggering events were noted in the quarter ended March 31, 2016 that would require interim impairment assessment. Revenue Recognition Clinical Services: The Company recognizes revenue for its (i) process development and (ii) clinical manufacturing services based on the terms of individual contracts. We recognize revenues when all of the following conditions are met: • persuasive evidence of an arrangement exists; • delivery has occurred or the services have been rendered; • the fee is fixed or determinable; and • collection is probable. The Company considers signed contracts as evidence of an arrangement. The Company assesses whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the payment terms are subject to refund or adjustment. The Company assesses cash collectability based on a number of factors, including past collection history with the client and the client's creditworthiness. If the Company determines that collectability is not reasonably assured, it defers revenue recognition until collectability becomes reasonably assured, which is generally upon receipt of the cash. The Company's arrangements are generally non-cancellable, though clients typically have the right to terminate their agreement for cause if the Company materially fails to perform. Revenues associated with process development services generally contain multiple stages that do not have stand-alone values and are dependent upon one another, and are recognized as revenue on a completed contract basis. Progress billings collected prior to contract completion are recorded as unearned revenue until such time the contract is completed, which usually requires formal client acceptance. Clinical manufacturing services are generally distinct arrangements whereby the Company is paid for time and materials or for fixed monthly amounts. Revenue is recognized when contractual terms have been met. Some client agreements include multiple elements, comprised of cell process development and cell manufacturing services. The Company believes that process development and clinical manufacturing services each have stand-alone value because these services can be provided separately by other companies. In accordance with ASC Update No. 2009-13, “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements,” the Company (1) separates deliverables into separate units of accounting when deliverables are sold in a bundled arrangement and (2) allocates the arrangement's consideration to each unit in the arrangement based on its relative selling price. Clinical Services Reimbursements: The Company separately charges the customers for the expenses associated with certain consumable resources (reimbursable expenses) that are specified in each clinical services contract. On a monthly basis, the Company bills customers for reimbursable expenses and immediately recognizes these billings as revenue, as the revenue is deemed earned as reimbursable expenses are incurred. For the three months ended March 31, 2016 and 2015 , clinical services reimbursements were $1.3 million and $0.5 million , respectively. Processing and Storage Services: The Company recognizes revenue related to the collection and cryopreservation of autologous adult stem cells when the cryopreservation process is completed which is approximately twenty-four hours after cells have been collected. Revenue related to advance payments of storage fees is recognized ratably over the period covered by the advance payments. License Fees: PCT and Hitachi Chemical also entered into an exclusive license agreement for Asia pursuant from which PCT will receive $5.6 million from Hitachi Chemical in three fee driven payments throughout 2016. PCT licensed to Hitachi Chemical certain cell therapy technology and know-how (including an exclusive license to use the PCT brand in Asia) and agreed to provide Hitachi Chemical with certain training and support. As additional consideration, Hitachi Chemical will pay PCT royalties on contract revenue generated in Asia for a minimum of ten years. The initial term of the License Agreement is ten years and may be automatically extended for successive additional two year terms. The Company recognizes the payments as revenue on a straight-line basis over the initial ten-year term. In March 2016, PCT received $3.1 million under the Technology License Agreement. For the three months ended March 31, 2016 , the Company recognized $0.02 million of license fee revenue. As of March 31, 2016, $0.3 million of Hitachi license fees were included in unearned revenue, and $2.8 million was included in unearned revenue - long-term. Recently Issued Accounting Pronouncement In May 2014, the FASB issued ASU 2014-09, " Revenue from Contracts with Customers (Topic 606). " The new revenue recognition standard provides a five-step analysis to determine when and how revenue is recognized. The standard requires that a company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual periods beginning after December 15, 2016 and will be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires that a lessee recognize lease assets and lease liabilities for those leases classified as operating leases. The guidance is effective for interim and annual periods beginning after December 15, 2018, and will be applied at the beginning of the earliest period presented using a modified retrospective approach. This ASU may have a material impact on the Company’s financial statements. The impact on the Company’s results of operations is currently being evaluated. The impact of the ASU is non-cash in nature and will not affect the Company’s cash position. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. This ASU simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, accounting for forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for interim and annual periods beginning after December 15, 2016, with early adoption permitted. The guidance will be applied prospectively, retrospectively, or by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted, dependent upon the specific amendment that is adopted within the ASU. The Company is currently evaluating the effect that adopting this new guidance will have on the consolidated results of operations, cash flows, and financial position. |
Collaboration and License Agree
Collaboration and License Agreement | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Collaboration and License Agreement | Collaboration and License Agreement Hitachi On March 11, 2016, PCT entered into a global collaboration that includes licensing, development and equity components with Hitachi Chemical to develop our PCT business outside of the United States. This collaboration consists of an equity investment in and a license agreement with PCT. Under the equity investment agreement, Hitachi Chemical purchased a 19.9% membership interest in PCT for $19.4 million of which $15.0 million of proceeds was distributed to Caladrius from PCT and $4.4 million remained at PCT to be used for the continued expansion and improvements at PCT in support of commercial product launch readiness as well as for general corporate purposes. Caladrius remains the majority shareholder retaining an 80.1% ownership interest. PCT and Hitachi Chemical also entered into an exclusive license agreement for the acceleration of the creation of a global commercial cell therapy development and manufacturing expertise in Asia pursuant from which PCT will receive $5.6 million from Hitachi Chemical in three fee driven payments throughout 2016. PCT licensed certain cell therapy technology and know-how (including an exclusive license in Asia) and agreed to provide Hitachi Chemical with certain training and support. As additional consideration, Hitachi Chemical will pay PCT royalties on contract revenue generated in Asia for a minimum of ten years. Lastly, as part of the transaction, PCT and Hitachi Chemical agreed to explore the possibility of pursuing a collaboration in cell therapy contract development and manufacturing in Europe. |
Available-for-Sale-Securities (
Available-for-Sale-Securities (Notes) | 3 Months Ended |
Mar. 31, 2016 | |
Available-for-sale Securities [Abstract] | |
Cash, Cash Equivalents, and Marketable Securities [Text Block] | Available-for-Sale-Securities The following table is a summary of available-for-sale securities recorded in cash and cash equivalents or marketable securities in our Consolidated Balance Sheets (in thousands): March 31, 2016 December 31, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Certificate of deposits $ — $ — $ — $ — $ 249.0 $ — $ — $ 249.0 Corporate debt securities — — — — 1,047.2 — — 1,047.2 Money market funds 1,409.0 — — 1,409.0 837.7 — — 837.7 Municipal debt securities — — — — 4,740.9 0.8 — 4,741.7 Total $ 1,409.0 $ — $ — $ 1,409.0 $ 6,874.8 $ 0.8 $ — $ 6,875.6 Estimated fair values of available-for-sale securities are generally based on prices obtained from commercial pricing services. The following table summarizes the classification of the available-for-sale debt securities on our Consolidated Balance Sheets (in thousands): March 31, 2016 December 31, 2015 Cash and cash equivalents $ 1,409.0 $ 6,875.6 Marketable securities — — Total $ 1,409.0 $ 6,875.6 The following table summarizes our portfolio of available-for-sale debt securities by contractual maturity (in thousands): March 31, 2016 Amortized Cost Estimated Fair Value Less than one year $ 1,409.0 $ 1,409.0 Greater than one year — — Total $ 1,409.0 $ 1,409.0 |
Deferred Costs
Deferred Costs | 3 Months Ended |
Mar. 31, 2016 | |
Inventories [Abstract] | |
Deferred Costs | Deferred Costs Deferred costs, representing work in process for costs incurred on process development contracts that have not been completed, were $ 4.0 million and $ 2.9 million as of March 31, 2016 and December 31, 2015 , respectively. The Company also has deferred revenue of approximately $ 4.9 million and $ 4.9 million of advance billings received as of March 31, 2016 and December 31, 2015 , respectively, related to these contracts. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2016 | |
Loss Per Share [Abstract] | |
Loss Per Share [Text Block] | Loss Per Share For the three months ended March 31, 2016 and 2015 , the Company incurred net losses and therefore no common stock equivalents were utilized in the calculation of loss per share as they are anti-dilutive. At March 31, 2016 and 2015 , the Company excluded the following potentially dilutive securities: March 31 2016 2015 Stock Options 7,227,082 6,371,533 Warrants 4,605,473 3,545,756 Restricted Shares 539,351 218,229 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Measurements [Abstract] | |
Fair Value Disclosures [Text Block] | Fair Value Measurements The fair value of financial assets and liabilities that are being measured and reported are defined as the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market at the measurement date (exit price). The Company is required to classify fair value measurements in one of the following categories: Level 1 inputs are defined as quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are defined as inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly. Level 3 inputs are defined as unobservable inputs for the assets or liabilities. Financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The Company had no financial assets and liabilities that were accounted for at fair value on a recurring basis as of March 31, 2016 , and December 31, 2015 . |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Other Intangible Assets [Abstract] | |
Goodwill and Intangible Assets [Text Block] | Goodwill and Other Intangible Assets The Company's goodwill was $7.0 million as of March 31, 2016 and December 31, 2015 . All goodwill resides in the PCT reporting unit. The Company's intangible assets and related accumulated amortization as of March 31, 2016 and December 31, 2015 consisted of the following (in thousands): March 31, 2016 December 31, 2015 Useful Life Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer list 10 years $ 1,000.0 $ (520.1 ) $ 479.9 $ 1,000.0 $ (495.1 ) $ 504.9 Manufacturing technology 10 years 3,900.0 (2,028.4 ) 1,871.6 3,900.0 (1,930.9 ) 1,969.1 Tradename 10 years 800.0 (416.1 ) 383.9 800.0 (396.1 ) 403.9 Total Intangible Assets $ 5,700.0 $ (2,964.6 ) $ 2,735.4 $ 5,700.0 $ (2,822.1 ) $ 2,877.9 Total intangible amortization expense was classified in the operating expense categories for the periods included below as follows (in thousands): Three Months Ended March 31, 2016 2015 Cost of revenue $ 79.6 $ 79.2 Research and development 17.9 27.1 Selling, general and administrative 45.0 45.0 Total $ 142.5 $ 151.3 Estimated intangible amortization expense for the succeeding five years is as follows (in thousands): 2016 $ 427.5 2017 570.0 2018 570.0 2019 570.0 2020 570.0 Thereafter 27.9 Total $ 2,735.4 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Accrued Liabilities [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Accrued Liabilities Accrued liabilities as of March 31, 2016 and December 31, 2015 were as follows (in thousands): March 31, 2016 December 31, 2015 Salaries, employee benefits and related taxes $ 3,148.8 $ 2,771.2 Professional fees 264.2 480.7 Other 2,910.0 2,946.5 Total $ 6,323.0 $ 6,198.4 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt [Abstract] | |
Debt Disclosure [Text Block] | Debt Notes Payable As of March 31, 2016 and December 31, 2015 , the Company had notes payable of approximately $1.8 million and $1.8 million , respectively. The notes relate to certain insurance policies and equipment financings, require monthly payments, and mature within one to three years. Long-Term Debt On September 26, 2014, the Company entered into a loan and security agreement (the “Loan and Security Agreement”) with Oxford Finance LLC (together with its successors and assigns, the “Lender”) pursuant to which the Lender disbursed $15.0 million (the “Loan”). After repayment of all outstanding amounts due under two loans from TD Bank, N.A. in the amount of approximately $3.1 million , and deductions for debt offering/issuance costs and interim period interest, the net proceeds from the Loan were $11.7 million . The debt offering/issuance costs have been recorded as debt issuance costs in other assets in the consolidated balance sheet, and will be amortized to interest expense throughout the life of the Loan using the effective interest rate method. The proceeds from the Loan may be used to satisfy the Company’s future working capital needs, including the development of its cell therapy product candidates. The Company has been making interest-only payments on the outstanding amount of Loan on a monthly basis at a rate of 8.50% per annum. On April 29, 2015, with the Company's announcement that the first patient in the Intus Study had been randomized, the interest-only payment period on the Loan was extended from October 1, 2015 to April 1, 2016, which was in accordance with the Loan and Security Agreement. On March 11, 2016, upon execution of the Hitachi Transaction, the Company and the Lender entered into an amendment to the Loan and Security Agreement whereby (i) the Company paid $7.0 million to Lender, comprising principal, interest and early termination fees, (ii) the Company's subsidiaries PCT, PCT Allendale, LLC, and NeoStem Family Storage, LLC (collectively the "Removed Borrowers") were removed as borrowers under the Loan, (iii) Lender's security interests in any and all assets of the Removed Borrowers were released, (iv) the interest only period on the remaining outstanding Loan balance was extended until January 1, 2017, and (v) in the event the Company receives gross proceeds from the sale or issuance of any equity securities or subordinated debt, or any partnership, licenses, collaboration, dividend, grant or asset sale through March 31, 2017, 20% of such proceeds will be paid to Lender, up to a $3.0 million maximum as additional partial repayment of Loan. If 20% of such proceeds in aggregate is less than $3.0 million by March 31, 2017, then the Company will make a lump sum payment equal to the difference by March 31, 2017. The outstanding balance was approximately $8.7 million and $15.0 million at March 31, 2016 and December 31, 2015 , respectively, of with $1.2 million is payable within twelve months as of March 31, 2016. Commencing on January 1, 2017, the Company will make 21 consecutive monthly payments of principal and interest. The Loan matures on September 1, 2018. At its option, the Company may prepay all amounts owed under the Loan and Security Agreement (including all accrued and unpaid interest), subject to a prepayment fee that is determined based on the date the loan is prepaid. The Company is also required to pay Lender a final payment fee equal to 8% of the Loan. The final payment fee will be amortized to interest expense throughout the life of the Loan using the effective interest rate method. The Company paid a facility fee in the amount of $100,000 in connection with Loan. Under the Loan and Security Agreement, the Lender holds a security interest ("Lenders' Security Interest") in all of the Company’s property, excluding the security interests in any and all assets of the Removed Borrowers, and excluding intellectual property and certain other assets and exemptions. The Lender also holds a security interest in the shares owned by the Company in the Company’s subsidiaries. The Loan and Security Agreement restricts the ability of the Company to: (a) convey, lease, sell, transfer or otherwise dispose of any part of Lenders' Security Interest and (b) incur any additional indebtedness. The Loan and Security Agreement provides for standard indemnification of Lender and contains representations, warranties and certain covenants of the Company. Upon the occurrence of an event of default by the Company under the Loan and Security Agreement, Lender will have customary acceleration, collection and foreclosure remedies. There are no financial covenants associated to the Loan and Security Agreement. As of March 31, 2016 , the Company was in compliance with all covenants under the Loan and Security Agreement. Estimated future principal payments, interest, and fees due under the Loan and Security Agreement are as follows: Years Ending December 31, (in millions) 2016 $ 0.6 2017 5.3 2018 4.7 Total $ 10.6 During the three months ended March 31, 2016 , the Company recognized $0.3 million of interest expense related to the Loan and Security Agreement. |
Redeemable Securities (Notes)
Redeemable Securities (Notes) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Redeemable Securities [Text Block] | Redeemable Securities Under the Hitachi Transaction (see Note 3), Hitachi may, at any time following the 10th anniversary of the Hitachi Transaction closing date on March 11, 2016, have the right on one occasion to require Caladrius or PCT to purchase all or some of the equity securities in PCT then held by Hitachi ("Hitachi Put Right") for an amount equal to the lower of (i) the fair market value of the Hitachi equity holdings and (ii) the original purchase price paid of $19.4 million on March 11, 2016 for its 19.9% ownership interest, plus interest at a rate of 2.0% per annum compounded annually; provided, however , that if Hitachi ownership interests increases subsequent to its initial ownership interest, and it offers to sell its equity holdings in excess of 21% of PCT’s outstanding equity securities, then the Company shall be required to purchase all such equity holdings of Hitachi but in no event shall the aggregate purchase price of such Hitachi equity holdings exceed $20.5 million plus interest at the rate of 2.0% per annum compounded annually. Since Hitachi has the right to deliver the equity interests in PCT it holds in exchange for cash from Caladrius or PCT, the initial $19.4 million value of the non-controlling interest is considered redeemable equity, requiring it to be treated as mezzanine equity. Redeemable non-controlling interest is required to be initially measured at the initial carrying amount. If the non-controlling interest is not currently redeemable and also not probable of becoming redeemable (e.g., it is not probable a contingency that triggers redemption will be met), the non-controlling interest should be classified in mezzanine equity. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Shareholders’ Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Shareholders' Equity Equity Issuances March 2016 Private Placement On March 10, 2016, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company issued and sold in a private placement an aggregate of 1.4 million shares of common stock and two-year warrants to purchase up to an aggregate of 1.4 million shares of the Company's common stock, at an exercise price of $1.00 per share. The unit purchase price for a share of the Company's common stock and warrant to purchase one share of the Company's common stock was $0.705 per unit, with $1.0 million of gross proceeds received by the Company. Aspire Purchase Agreements In November 2015, the Company entered into a common stock purchase agreement (the "Purchase Agreement") with Aspire Capital Fund, LLC, an Illinois limited liability company (“Aspire Capital”), which provides that, subject to certain terms and conditions, Aspire Capital is committed to purchase up to an aggregate of $30 million of shares (limited to a maximum of approximately 11.0 million shares, unless stockholder approval is obtained or certain minimum sale price levels are reached) of the Company's common stock over a 24 -month term. As consideration for entering into the Purchase Agreement, the Company issued 842,696 shares of its common stock to Aspire Capital. During the three months ended March 31, 2016 , the Company issued 50,000 shares of common stock under the Purchase Agreement for gross proceeds of $0.03 million . Overall, as of March 31, 2016 , the Company issued 1.1 million shares under the Purchase Agreement for gross proceeds of $0.3 million . Under the Purchase Agreement, at the Company’s discretion, it may present Aspire Capital with purchase notices from time to time to purchase the Company’s common stock, provided certain price, trading volume and conditions, including Nasdaq trading requirements, are met. The purchase price for the shares of common stock is based upon one of two formulas set forth in the Purchase Agreement depending on the type of purchase notice the Company submits to Aspire Capital, and is based on market prices of the Company’s common stock (in the case of regular purchases) or a discount of 5% applied to volume weighted average prices (in the case of VWAP purchases), in each case as determined by parameters defined in the Purchase Agreements. We have filed a registration statement with the SEC and a related prospectus supplement that covers the offering of shares of our common stock subject to the Purchase Agreement, and therefore can initiate sales to Aspire Capital at any time. We are party to two existing agreements with Aspire Capital (the "May 2015 Purchase Agreement" and the "March 2014 Purchase Agreement", or collectively, the "Previous Purchase Agreements"). The registration statement we previously filed with the SEC to cover offerings of shares of our common stock subject to the previous Purchase Agreements has expired, and we have not, and currently have no intention to include such shares in a registration statement filed with the SEC. Unless and until we include such shares in a registration statement filed with the SEC, we are unable to initiate sales to Aspire under the Previous Purchase Agreements. Under the May 2015 Purchase Agreement, Aspire Capital is committed to purchase up to an aggregate of $30 million of shares. As consideration for entering into the May 2015 Purchase Agreement, the Company issued 364,837 shares of its common stock to Aspire Capital. The Company has not issued any additional shares under the May 2015 Purchase Agreement. Under the March 2014 Purchase Agreement, Aspire Capital is committed to purchase up to an aggregate of $30.0 million of shares. As consideration for entering into the March 2014 Purchase Agreement, the Company issued 150,000 shares of its common stock to Aspire Capital. The Company did not issued shares under the March 2014 Purchase Agreement during the three months ended March 31, 2016 . Overall, the Company has issued 5.1 million shares under the March 2014 Purchase Agreement for gross proceeds of $20.3 million . Stock Options and Warrants The following table summarizes the activity for stock options and warrants for the three months ended March 31, 2016 : Stock Options Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Outstanding at December 31, 2015 6,663,480 $ 6.46 6.88 $ 0.1 3,214,033 $ 13.72 1.26 $ — Changes during the period: Granted 1,552,875 $ 0.62 1,418,440 $ 1.00 Exercised — $ — — $ — Forfeited (442,466 ) $ 3.79 — $ — Expired (545,097 ) $ 5.07 (27,000 ) $ 14.50 Outstanding at March 31, 2016 7,228,792 $ 5.48 7.35 $ 202.7 4,605,473 $ 9.80 1.31 $ — Vested at March 31, 2016 or expected to vest in the future 7,020,566 $ 5.59 7.29 $ 189.3 4,605,473 $ 9.80 1.31 $ — Vested at March 31, 2016 4,995,506 $ 7.15 6.42 $ 52.4 4,605,473 $ 9.80 1.31 $ — Restricted Stock During the three months ended March 31, 2016 and 2015 , the Company issued restricted stock for services as follows (in thousands, except share data): Three Months Ended March 31, 2016 2015 Number of Restricted Stock Issued 983,828 818,004 Value of Restricted Stock Issued $ 562.8 $ 2,955.8 The weighted average estimated fair value of restricted stock issued for services in the three months ended March 31, 2016 and 2015 was $ 0.57 and $ 3.61 per share, respectively. The fair value of the restricted stock was determined using the Company’s closing stock price on the date of issuance. |
Share-Based Compensation (Notes
Share-Based Compensation (Notes) | 3 Months Ended |
Mar. 31, 2016 | |
Share-based Compensation [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Share-Based Compensation Share-based Compensation We utilize share-based compensation in the form of stock options, warrants and restricted stock. The following table summarizes the components of share-based compensation expense for the three months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Cost of goods sold $ 124.3 $ 116.9 Research and development 92.3 422.7 Selling, general and administrative 634.6 3,176.1 Total share-based compensation expense $ 851.2 $ 3,715.7 Total compensation cost related to nonvested awards not yet recognized and the weighted-average periods over which the awards are expected to be recognized at March 31, 2016 were as follows (in thousands): Stock Options Restricted Stock Unrecognized compensation cost $ 2,101.8 $ 624.4 Expected weighted-average period in years of compensation cost to be recognized 2.21 2.25 Total fair value of shares vested and the weighted average estimated fair values of shares granted for the three months ended March 31, 2016 and 2015 were as follows (in thousands): Stock Options Warrants Three Months Ended March 31, Three Months Ended March 31, 2016 2015 2016 2015 Total fair value of shares vested $ 994.1 $ 2,706.2 $ — $ 6.8 Weighted average estimated fair value of shares granted $ 0.41 $ 2.44 $ — $ — Valuation Assumptions The fair value of stock options and warrants at the date of grant was estimated using the Black-Scholes option pricing model. The expected volatility is based upon historical volatility of the Company’s stock. The expected term for the options is based upon observation of actual time elapsed between date of grant and exercise of options for all employees. The expected term for the warrants is based upon the contractual term of the warrants. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Taxes [Abstract] | |
Income Tax Disclosure [Text Block] | Income Taxes As of December 31, 2015 , the Company had approximately $221.5 million of Federal net operating loss carryforwards ("NOLs") available to offset future taxable income expiring from 2025 through 2035. In accordance with Section 382 of the Internal Revenue code, the usage of the Company’s NOLs could be limited in the event of a change in ownership. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period when those temporary differences become deductible. If a change of ownership did occur there would be an annual limitation on the usage of the Company’s losses which are available through 2035. In assessing the ability to realize deferred tax assets, including the NOLs, the Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize its existing deferred tax assets. Based on its assessment, the Company has provided a full valuation allowance against its net deferred tax assets as the Company's ability to generate taxable income remains uncertain at this time. Deferred tax liabilities were $1.0 million and $0.9 million as of March 31, 2016 and December 31, 2015 , respectively, and relate to the taxable temporary differences on the goodwill recognized in the PCT acquisition in 2011. The taxable temporary differences, which are tax deductible and will be amortized over 15 years, will continue to increase the deferred tax liability balance over the amortization period, with an associated charge to the deferred tax provision in each period. The deferred tax liability will only reverse when the indefinite-lived asset is sold, impaired, or reclassified from an indefinite-lived asset to a finite-lived asset. As of March 31, 2016 , management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year. The Company's federal tax returns are currently being audited for the years 2012 and 2013. For years prior to 2011 the federal statute of limitations is closed for assessing tax. The Company’s state tax returns remain open to examination for a period of three to four years from date of filing. The Company ceased doing business in China in 2012. After 2012, the Company had no foreign tax filing obligations. The returns filed for 2012 and prior are subject to examination for five years. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies [Text Block] | Commitments and Contingencies Lease Commitments We entered into an assignment agreement with an unaffiliated third party, effective February 19, 2015, for general office space located in Basking Ridge, NJ. This property is used as the Company's corporate headquarters. The space is approximately 18,000 rentable square feet. The base monthly rent is currently $31,875 and the lease term ends July 31, 2020. In addition, there are two (2) five (5) year renewal options. In connection with the assumption of the lease, the third party (a) conveyed its rights in various scheduled furniture and equipment and (b) paid the Company approximately $580,000 . The amount paid to the Company included a security deposit of approximately $115,000 . The Company also leases facilities in New York, NY, Irvine, CA, and Mountain View, CA, of which certain have escalation clauses and renewal options, and also leases equipment under certain noncancelable operating leases that expire from time to time through 2021. A summary of future minimum rental payments required under operating leases that have initial or remaining terms in excess of one year as of March 31, 2016 are as follows (in thousands): Years ended Operating Leases 2016 $ 1,556.9 2017 1,865.8 2018 1,035.9 2019 989.4 2020 and thereafter 960.2 Total minimum lease payments $ 6,408.2 Expense incurred under operating leases was approximately $0.5 million and $0.4 million for the three months ended March 31, 2016 and 2015 , respectively. Contingencies We have entered into a strategic collaboration with Sanford Research with the goal of developing a therapy for the treatment of T1D. The initial focus of the collaboration will be the execution of a prospective, randomized, placebo-controlled, double-blind clinical trial (The Sanford Project: Trex Study) to evaluate the safety and efficacy of the Company’s T regulatory cell product candidate, CLBS03, in adolescents with recent onset T1D. The Phase 2 study has an open and active IND in place and subject enrollment commenced in the first quarter of 2016. We will be initially responsible for the supply of all study drug to the first 18 enrolled patients while Sanford will assume all patient and clinical site costs for subjects enrolled in their two centers as well as the expense associated with general clinical monitoring services. Under license agreements with third parties the Company is typically required to pay maintenance fees, make milestone payments and/or pay other fees and expenses and pay royalties upon commercialization of products. The Company also sponsors research at various academic institutions, which research agreements generally provide us with an option to license new technology discovered during the course of the sponsored research. Under the Hitachi Transaction, Hitachi may require the Company to purchase all of its ownership in PCT if a Change of Control has occurred (as defined in the Amended and Restated Operating Agreement of PCT), and if such Change of Control can reasonably be expected to have a material adverse effect on PCT’s ability to conduct its business in the ordinary course consistent with its past practice and its then current annual budget, at a price to be agreed upon by mutual agreement, provided, however, if mutual agreement is not obtained, the price will be determined by independent valuation firms. From time to time, the Company is subject to legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. While the outcome of pending claims cannot be predicted with certainty, the Company does not believe that the outcome of any pending claims will have a material adverse effect on the Company's financial condition or operating results. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents [Table Text Block] | Concentration of Risks We are subject to credit risk from our portfolio of cash and cash equivalents and marketable securities. Under our investment policy, we limit amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. Cash is held at major banks in the United States. Therefore, the Company is not exposed to any significant concentrations of credit risk from these financial instruments. The goals of our investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk; liquidity of investments sufficient to meet cash flow requirements, and a competitive after-tax rate of return. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-Based Compensation The Company expenses all share-based payment awards to employees, directors, consultants, including grants of stock options, warrants, and restricted stock, over the requisite service period based on the grant date fair value of the awards. Consultant awards are remeasured each reporting period through vesting. For awards with performance-based vesting criteria, the Company estimates the probability of achievement of the performance criteria and recognizes compensation expense related to those awards expected to vest. The Company determines the fair value of option awards using the Black-Scholes option-pricing model which uses both historical and current market data to estimate the fair value. This method incorporates various assumptions such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options or warrants. The fair value of the Company’s restricted stock and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill Goodwill is the excess of purchase price over the fair value of identified net assets of businesses acquired. The Company reviews goodwill at least annually, or at the time a triggering event is identified for possible impairment. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company tests its goodwill each year on December 31. The Company reviews the carrying value of goodwill utilizing an income approach model, and, where appropriate, a market value approach is also utilized to supplement the discounted cash flow model. The Company makes assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values to determine each reporting unit’s estimated fair value. If these estimates or related assumptions change in the future, the Company may be required to record impairment charges. In accordance with its accounting policy, the Company tested goodwill for impairment as of December 31, 2015 and June 30, 2015 and determined as of December 31, 2015 goodwill valued at $18.2 million was impaired. Definite-Lived Intangible Assets Definite-lived intangible assets consist of customer lists, manufacturing technology, tradenames, patents and rights. These intangible assets are amortized on a straight line basis over their respective useful lives. The Company reviews definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset exceeds the fair value of the asset. If other events or changes in circumstances indicate that the carrying amount of an asset that the Company expects to hold and use may not be recoverable, the Company will estimate the undiscounted future cash flows expected to result from the use of the asset and/or its eventual disposition, and recognize an impairment loss, if any. The impairment loss, if determined to be necessary, would be measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. No triggering events were noted in the quarter ended March 31, 2016 that would require interim impairment assessment. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Clinical Services: The Company recognizes revenue for its (i) process development and (ii) clinical manufacturing services based on the terms of individual contracts. We recognize revenues when all of the following conditions are met: • persuasive evidence of an arrangement exists; • delivery has occurred or the services have been rendered; • the fee is fixed or determinable; and • collection is probable. The Company considers signed contracts as evidence of an arrangement. The Company assesses whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the payment terms are subject to refund or adjustment. The Company assesses cash collectability based on a number of factors, including past collection history with the client and the client's creditworthiness. If the Company determines that collectability is not reasonably assured, it defers revenue recognition until collectability becomes reasonably assured, which is generally upon receipt of the cash. The Company's arrangements are generally non-cancellable, though clients typically have the right to terminate their agreement for cause if the Company materially fails to perform. Revenues associated with process development services generally contain multiple stages that do not have stand-alone values and are dependent upon one another, and are recognized as revenue on a completed contract basis. Progress billings collected prior to contract completion are recorded as unearned revenue until such time the contract is completed, which usually requires formal client acceptance. Clinical manufacturing services are generally distinct arrangements whereby the Company is paid for time and materials or for fixed monthly amounts. Revenue is recognized when contractual terms have been met. Some client agreements include multiple elements, comprised of cell process development and cell manufacturing services. The Company believes that process development and clinical manufacturing services each have stand-alone value because these services can be provided separately by other companies. In accordance with ASC Update No. 2009-13, “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements,” the Company (1) separates deliverables into separate units of accounting when deliverables are sold in a bundled arrangement and (2) allocates the arrangement's consideration to each unit in the arrangement based on its relative selling price. Clinical Services Reimbursements: The Company separately charges the customers for the expenses associated with certain consumable resources (reimbursable expenses) that are specified in each clinical services contract. On a monthly basis, the Company bills customers for reimbursable expenses and immediately recognizes these billings as revenue, as the revenue is deemed earned as reimbursable expenses are incurred. For the three months ended March 31, 2016 and 2015 , clinical services reimbursements were $1.3 million and $0.5 million , respectively. Processing and Storage Services: The Company recognizes revenue related to the collection and cryopreservation of autologous adult stem cells when the cryopreservation process is completed which is approximately twenty-four hours after cells have been collected. Revenue related to advance payments of storage fees is recognized ratably over the period covered by the advance payments. License Fees: PCT and Hitachi Chemical also entered into an exclusive license agreement for Asia pursuant from which PCT will receive $5.6 million from Hitachi Chemical in three fee driven payments throughout 2016. PCT licensed to Hitachi Chemical certain cell therapy technology and know-how (including an exclusive license to use the PCT brand in Asia) and agreed to provide Hitachi Chemical with certain training and support. As additional consideration, Hitachi Chemical will pay PCT royalties on contract revenue generated in Asia for a minimum of ten years. The initial term of the License Agreement is ten years and may be automatically extended for successive additional two year terms. The Company recognizes the payments as revenue on a straight-line basis over the initial ten-year term. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncement In May 2014, the FASB issued ASU 2014-09, " Revenue from Contracts with Customers (Topic 606). " The new revenue recognition standard provides a five-step analysis to determine when and how revenue is recognized. The standard requires that a company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual periods beginning after December 15, 2016 and will be applied retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the impact of the pending adoption of ASU 2014-09 on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires that a lessee recognize lease assets and lease liabilities for those leases classified as operating leases. The guidance is effective for interim and annual periods beginning after December 15, 2018, and will be applied at the beginning of the earliest period presented using a modified retrospective approach. This ASU may have a material impact on the Company’s financial statements. The impact on the Company’s results of operations is currently being evaluated. The impact of the ASU is non-cash in nature and will not affect the Company’s cash position. In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. This ASU simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, accounting for forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The guidance is effective for interim and annual periods beginning after December 15, 2016, with early adoption permitted. The guidance will be applied prospectively, retrospectively, or by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted, dependent upon the specific amendment that is adopted within the ASU. The Company is currently evaluating the effect that adopting this new guidance will have on the consolidated results of operations, cash flows, and financial position. |
The Business (Tables)
The Business (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
The Business [Abstract] | |
Summary of Principles of Consolidation | The Consolidated Financial Statements include the accounts of Caladrius Biosciences, Inc. and its wholly-owned and partially-owned subsidiaries and affiliates as listed below. All intercompany activities have been eliminated in consolidation. Entity Percentage of Ownership Location Caladrius Biosciences, Inc. 100% United States of America NeoStem Therapies, Inc. 100% United States of America Stem Cell Technologies, Inc. 100% United States of America Amorcyte, LLC 100% United States of America PCT, LLC, a Caladrius Company (1) 80.1% United States of America NeoStem Family Storage, LLC (1) 80.1% United States of America Athelos Corporation (2) 97.3% United States of America PCT Allendale, LLC (1) 80.1% United States of America NeoStem Oncology, LLC 100% United States of America _________________________________________________________________ (1) As of March 31, 2016 , Hitachi's ownership interest was 19.9% (see Note 3). (2) As of March 31, 2016 , Becton Dickinson's ownership interest was 2.7% . |
Available-for-Sale-Securities25
Available-for-Sale-Securities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Available-for-sale Securities [Abstract] | |
Schedule of Available-for-sale Securities Reconciliation [Table Text Block] | The following table is a summary of available-for-sale securities recorded in cash and cash equivalents or marketable securities in our Consolidated Balance Sheets (in thousands): March 31, 2016 December 31, 2015 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Certificate of deposits $ — $ — $ — $ — $ 249.0 $ — $ — $ 249.0 Corporate debt securities — — — — 1,047.2 — — 1,047.2 Money market funds 1,409.0 — — 1,409.0 837.7 — — 837.7 Municipal debt securities — — — — 4,740.9 0.8 — 4,741.7 Total $ 1,409.0 $ — $ — $ 1,409.0 $ 6,874.8 $ 0.8 $ — $ 6,875.6 |
Marketable Securities [Table Text Block] | Estimated fair values of available-for-sale securities are generally based on prices obtained from commercial pricing services. The following table summarizes the classification of the available-for-sale debt securities on our Consolidated Balance Sheets (in thousands): March 31, 2016 December 31, 2015 Cash and cash equivalents $ 1,409.0 $ 6,875.6 Marketable securities — — Total $ 1,409.0 $ 6,875.6 |
Investments Classified by Contractual Maturity Date [Table Text Block] | The following table summarizes our portfolio of available-for-sale debt securities by contractual maturity (in thousands): March 31, 2016 Amortized Cost Estimated Fair Value Less than one year $ 1,409.0 $ 1,409.0 Greater than one year — — Total $ 1,409.0 $ 1,409.0 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Loss Per Share [Abstract] | |
ScheduleOfDilutiveSecuritiesExcludedFromComputationOfEarningsPerShare [Table Text Block] | At March 31, 2016 and 2015 , the Company excluded the following potentially dilutive securities: March 31 2016 2015 Stock Options 7,227,082 6,371,533 Warrants 4,605,473 3,545,756 Restricted Shares 539,351 218,229 |
Goodwill and Other Intangible27
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Other Intangible Assets [Abstract] | |
Schedule of Finite-Lived Intangible Assets by Major Class [Table Text Block] | The Company's intangible assets and related accumulated amortization as of March 31, 2016 and December 31, 2015 consisted of the following (in thousands): March 31, 2016 December 31, 2015 Useful Life Gross Accumulated Amortization Net Gross Accumulated Amortization Net Customer list 10 years $ 1,000.0 $ (520.1 ) $ 479.9 $ 1,000.0 $ (495.1 ) $ 504.9 Manufacturing technology 10 years 3,900.0 (2,028.4 ) 1,871.6 3,900.0 (1,930.9 ) 1,969.1 Tradename 10 years 800.0 (416.1 ) 383.9 800.0 (396.1 ) 403.9 Total Intangible Assets $ 5,700.0 $ (2,964.6 ) $ 2,735.4 $ 5,700.0 $ (2,822.1 ) $ 2,877.9 |
Schedule of Amortization Expense [Table Text Block] | Total intangible amortization expense was classified in the operating expense categories for the periods included below as follows (in thousands): Three Months Ended March 31, 2016 2015 Cost of revenue $ 79.6 $ 79.2 Research and development 17.9 27.1 Selling, general and administrative 45.0 45.0 Total $ 142.5 $ 151.3 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated intangible amortization expense for the succeeding five years is as follows (in thousands): 2016 $ 427.5 2017 570.0 2018 570.0 2019 570.0 2020 570.0 Thereafter 27.9 Total $ 2,735.4 |
Accrued Liabilities Accrued Lia
Accrued Liabilities Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued liabilities as of March 31, 2016 and December 31, 2015 were as follows (in thousands): March 31, 2016 December 31, 2015 Salaries, employee benefits and related taxes $ 3,148.8 $ 2,771.2 Professional fees 264.2 480.7 Other 2,910.0 2,946.5 Total $ 6,323.0 $ 6,198.4 |
Debt Long term debt (Tables)
Debt Long term debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of Maturities of Long-term Debt [Table Text Block] | Estimated future principal payments, interest, and fees due under the Loan and Security Agreement are as follows: Years Ending December 31, (in millions) 2016 $ 0.6 2017 5.3 2018 4.7 Total $ 10.6 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Shareholders’ Equity [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table summarizes the activity for stock options and warrants for the three months ended March 31, 2016 : Stock Options Warrants Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (In Thousands) Outstanding at December 31, 2015 6,663,480 $ 6.46 6.88 $ 0.1 3,214,033 $ 13.72 1.26 $ — Changes during the period: Granted 1,552,875 $ 0.62 1,418,440 $ 1.00 Exercised — $ — — $ — Forfeited (442,466 ) $ 3.79 — $ — Expired (545,097 ) $ 5.07 (27,000 ) $ 14.50 Outstanding at March 31, 2016 7,228,792 $ 5.48 7.35 $ 202.7 4,605,473 $ 9.80 1.31 $ — Vested at March 31, 2016 or expected to vest in the future 7,020,566 $ 5.59 7.29 $ 189.3 4,605,473 $ 9.80 1.31 $ — Vested at March 31, 2016 4,995,506 $ 7.15 6.42 $ 52.4 4,605,473 $ 9.80 1.31 $ — |
Restricted Stock [Table Text Block] | During the three months ended March 31, 2016 and 2015 , the Company issued restricted stock for services as follows (in thousands, except share data): Three Months Ended March 31, 2016 2015 Number of Restricted Stock Issued 983,828 818,004 Value of Restricted Stock Issued $ 562.8 $ 2,955.8 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Share-based Compensation [Abstract] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | The following table summarizes the components of share-based compensation expense for the three months ended March 31, 2016 and 2015 (in thousands): Three Months Ended March 31, 2016 2015 Cost of goods sold $ 124.3 $ 116.9 Research and development 92.3 422.7 Selling, general and administrative 634.6 3,176.1 Total share-based compensation expense $ 851.2 $ 3,715.7 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | Total compensation cost related to nonvested awards not yet recognized and the weighted-average periods over which the awards are expected to be recognized at March 31, 2016 were as follows (in thousands): Stock Options Restricted Stock Unrecognized compensation cost $ 2,101.8 $ 624.4 Expected weighted-average period in years of compensation cost to be recognized 2.21 2.25 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] | Total fair value of shares vested and the weighted average estimated fair values of shares granted for the three months ended March 31, 2016 and 2015 were as follows (in thousands): Stock Options Warrants Three Months Ended March 31, Three Months Ended March 31, 2016 2015 2016 2015 Total fair value of shares vested $ 994.1 $ 2,706.2 $ — $ 6.8 Weighted average estimated fair value of shares granted $ 0.41 $ 2.44 $ — $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | A summary of future minimum rental payments required under operating leases that have initial or remaining terms in excess of one year as of March 31, 2016 are as follows (in thousands): Years ended Operating Leases 2016 $ 1,556.9 2017 1,865.8 2018 1,035.9 2019 989.4 2020 and thereafter 960.2 Total minimum lease payments $ 6,408.2 |
The Business Cell Therapy Devel
The Business Cell Therapy Development and Manufacturing (Details) - PCT Allendale, LLC [Member] | 12 Months Ended |
Dec. 31, 2015clientproductfiling | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Number Of Clients | client | 100 |
Number Of Products Produced | product | 20,000 |
Number Of Years Since Foundation | 17 years |
United States And European Union [Member] | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Number Of Supported Regulatory Filings | filing | 50 |
The Business CLBS03 (Details)
The Business CLBS03 (Details) | 12 Months Ended |
Dec. 31, 2015patientcohort | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Interim Efficacy Analysis, Percentage Threshold | 50.00% |
Interim Efficacy Analysis, Follow-up Milestone Period | 6 years |
The Sanford Project: T-Rex Study [Member] | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Number of Cohorts | cohort | 2 |
Number Of Patients, Cohort One | 18 |
Number Of Patients, Cohort Two | 93 |
The Business Financial Informat
The Business Financial Information & Liquidity (Details) $ in Millions | Mar. 11, 2016USD ($) | Mar. 31, 2016USD ($) | Feb. 29, 2016$ / shares | Mar. 10, 2016$ / shares |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Number Of Consecutive Days, Share Price Under One Dollar | 30 days | |||
Share Price | $ / shares | $ 1 | $ 0.705 | ||
Number Of Days After The Initial Period To Meet Consecutive Trading Day Requirement | 180 days | |||
Number Of Consecutive Trading Days, Required Above One Dollar | 10 days | |||
Period In Which To Meet Consecutive Trading Day Threshold | 180 days | |||
Hitachi Chemical Co., LTD [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Proceeds From Licensing Agreements | $ 25 | $ 22.5 | ||
Unrecorded Unconditional Purchase Obligation, Maximum Quantity | 15 | |||
PCT Allendale, LLC [Member] | Hitachi Chemical Co., LTD [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Proceeds From Licensing Agreements | $ 10 | |||
Oxford Finance LLC [Member] | ||||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | ||||
Repayments of Debt | $ 7 |
The Business Principal of conso
The Business Principal of consolidation (Details) | Mar. 31, 2016 | Mar. 11, 2016 |
Schedule of Subisidiary [Line Items] | ||
Subsidiary, Ownership Interest by Parent | 80.10% | |
NeoStem, Inc. [Member] | ||
Schedule of Subisidiary [Line Items] | ||
Subsidiary, Ownership Interest by Parent | 100.00% | |
NeoStem Therapies, Inc [Member] | UNITED STATES | ||
Schedule of Subisidiary [Line Items] | ||
Subsidiary, Ownership Interest by Parent | 100.00% | |
Stem Cell Technologies, Inc [Member] | UNITED STATES | ||
Schedule of Subisidiary [Line Items] | ||
Subsidiary, Ownership Interest by Parent | 100.00% | |
Amorcyte, LLC [Member] | UNITED STATES | ||
Schedule of Subisidiary [Line Items] | ||
Subsidiary, Ownership Interest by Parent | 100.00% | |
PCT Allendale, LLC [Member] | UNITED STATES | ||
Schedule of Subisidiary [Line Items] | ||
Subsidiary, Ownership Interest by Parent | 80.10% | |
Athelos Corporation [Member] | UNITED STATES | ||
Schedule of Subisidiary [Line Items] | ||
Subsidiary, Ownership Interest by Parent | 97.30% | |
NeoStem Oncology [Member] | UNITED STATES | ||
Schedule of Subisidiary [Line Items] | ||
Subsidiary, Ownership Interest by Parent | 100.00% | |
Hitachi Chemical Co., LTD [Member] | ||
Schedule of Subisidiary [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 19.90% | |
Becton Dickson [Member] | ||
Schedule of Subisidiary [Line Items] | ||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 2.70% |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Mar. 11, 2016 | |
Concentration Risk [Line Items] | ||||
Goodwill, Impairment Loss | $ 18,200,000 | |||
Clinical Services Reimbursement | $ 1,300,000 | $ 500,000 | ||
Revene Recognition Period for Cryoperservation Process | 24 hours | |||
Unearned revenues | $ 5,638,649 | $ 5,345,225 | ||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 50.00% | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 54.00% | |||
Customer One [Member] | Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 20.00% | |||
Customer One [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration Risk, Percentage | 30.00% | |||
PCT Allendale, LLC [Member] | ||||
Concentration Risk [Line Items] | ||||
Contract Receivable | $ 5,600,000 | |||
Proceeds from License Fees Received | $ 3,100,000 | |||
Licenses Revenue | 20,000 | |||
Unearned revenues | 300,000 | |||
Deferred Revenue, Noncurrent | $ 2,800,000 |
Collaboration and License Agr38
Collaboration and License Agreement (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Mar. 11, 2016 |
Business Acquisition [Line Items] | ||
Equity Method Investment, Ownership Percentage | 19.90% | |
Subsidiary, Ownership Interest by Parent | 80.10% | |
Hitachi Chemical Co., LTD [Member] | ||
Business Acquisition [Line Items] | ||
Equity Method Investment, Ownership Percentage | 21.00% | |
Recorded Unconditional Purchase Obligation | $ 20.5 | $ 19.4 |
Unrecorded Unconditional Purchase Obligation, Maximum Quantity | 15 | |
PCT Allendale, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Purchase Obligation | $ 4.4 |
Available-for-Sale-Securities S
Available-for-Sale-Securities Schedule of Available-for-sale Securites Reconciliation (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | $ 1,409,000 | $ 6,874,800 |
Deferred Tax Liabilities, Unrealized Gains on Trading Securities | 0 | 800 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 0 | 0 |
Certificates of Deposit, at Carrying Value | 1,409,000 | 6,875,600 |
Certificates of Deposit [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 0 | 249,000 |
Deferred Tax Liabilities, Unrealized Gains on Trading Securities | 0 | 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 0 | 0 |
Certificates of Deposit, at Carrying Value | 0 | 249,000 |
Corporate Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 0 | 1,047,200 |
Deferred Tax Liabilities, Unrealized Gains on Trading Securities | 0 | 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 0 | 0 |
Certificates of Deposit, at Carrying Value | 0 | 1,047,200 |
Money Market Funds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 1,409,000 | 837,700 |
Deferred Tax Liabilities, Unrealized Gains on Trading Securities | 0 | 0 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 0 | 0 |
Certificates of Deposit, at Carrying Value | 1,409,000 | 837,700 |
Municipal Bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Available-for-sale Securities, Amortized Cost Basis | 0 | 4,740,900 |
Deferred Tax Liabilities, Unrealized Gains on Trading Securities | 0 | 800 |
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value | 0 | 0 |
Certificates of Deposit, at Carrying Value | $ 0 | $ 4,741,700 |
Available-for-Sale-Securities C
Available-for-Sale-Securities Classification of the available-for-sale securities (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Available-for-sale Securities [Abstract] | ||
Cash | $ 1,409,000 | $ 6,875,600 |
Marketable securities | 0 | 0 |
Total | $ 1,409,000 | $ 6,875,600 |
Available-for-Sale-Securities A
Available-for-Sale-Securities Available-for-sale Securities by Contractual Maturity (Details) | Mar. 31, 2016USD ($) |
Available-for-sale Securities [Abstract] | |
Amortized Cost | $ 1,409,000 |
Available-for-sale Securities, Debt Maturities, Remainder of Fiscal Year, Amortized Cost Basis | 1,409,000 |
Available-for-sale Securities, Debt Maturities, Year Two Through Five, Amortized Cost Basis | 0 |
Available-for-sale Securities, Noncurrent | 0 |
Estimated Fair Value | $ 1,409,000 |
Deferred Costs (Details)
Deferred Costs (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Schedule of Inventory [Line Items] | ||
Deferred costs | $ 3,986,178 | $ 2,911,743 |
Multiple Stage Contracts [Member] | ||
Schedule of Inventory [Line Items] | ||
Deferred Revenue | $ 4,900,000 | $ 4,900,000 |
Loss Per Share (Details)
Loss Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Warrants | ||
Class of Stock [Line Items] | ||
Dilutive Securities Excluded From Computation Of Earnings Per Share, Shares | 4,605,473 | 3,545,756 |
Stock Options [Member] | ||
Class of Stock [Line Items] | ||
Dilutive Securities Excluded From Computation Of Earnings Per Share, Shares | 7,227,082 | 6,371,533 |
Restricted Stock [Member] | ||
Class of Stock [Line Items] | ||
Dilutive Securities Excluded From Computation Of Earnings Per Share, Shares | 539,351 | 218,229 |
Goodwill and Other Intangible44
Goodwill and Other Intangible Assets Intangible Assets and Related Accumulated Amortization (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
Finite-Lived Intangible Assets, Gross | $ 5,700,000 | $ 5,700,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (2,964,600) | (2,822,100) |
Finite-Lived Intangible Assets, Future Amortization Expense | 2,735,400 | 2,877,900 |
Customer Lists [Member] | ||
Goodwill [Roll Forward] | ||
Finite-Lived Intangible Assets, Gross | 1,000,000 | 1,000,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (520,100) | (495,100) |
Finite-Lived Intangible Assets, Future Amortization Expense | $ 479,900 | 504,900 |
Finite-Lived Intangible Assets, Useful Life | 10 years | |
Manufacturing Technology [Member] | ||
Goodwill [Roll Forward] | ||
Finite-Lived Intangible Assets, Gross | $ 3,900,000 | 3,900,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (2,028,400) | (1,930,900) |
Finite-Lived Intangible Assets, Future Amortization Expense | $ 1,871,600 | 1,969,100 |
Finite-Lived Intangible Assets, Useful Life | 10 years | |
Trade Names [Member] | ||
Goodwill [Roll Forward] | ||
Finite-Lived Intangible Assets, Gross | $ 800,000 | 800,000 |
Finite-Lived Intangible Assets, Accumulated Amortization | (416,100) | (396,100) |
Finite-Lived Intangible Assets, Future Amortization Expense | $ 383,900 | $ 403,900 |
Finite-Lived Intangible Assets, Useful Life | 10 years |
Goodwill and Other Intangible45
Goodwill and Other Intangible Assets Intangible Amortization Expense (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 142,500 | $ 151,300 |
Cost of revenue | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | 79,600 | 79,200 |
Research and development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | 17,900 | 27,100 |
Selling, general and administrative | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 45,000 | $ 45,000 |
Goodwill and Other Intangible46
Goodwill and Other Intangible Assets Goodwill (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Goodwill [Abstract] | ||
Goodwill | $ 7,000,000 | $ 7,000,000 |
Future Amortization Expense, Year One | 427,500 | |
Future Amortization Expense, Year Two | 570,000 | |
Future Amortization Expense, Year Three | 570,000 | |
Future Amortization Expense, Year Four | 570,000 | |
Future, Amortization Expense, Year Five | 570,000 | |
Thereafter | 27,900 | |
Finite-Lived Intangible Assets, Future Amortization Expense | $ 2,735,400 | $ 2,877,900 |
Accrued Liabilities Accrued L47
Accrued Liabilities Accrued Liabilities (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Accrued Liabilities [Abstract] | ||
Salaries, employee benefits and related taxes | $ 3,148,800 | $ 2,771,200 |
Professional fees | 264,200 | 480,700 |
Other | 2,910,000 | 2,946,500 |
Accrued Liabilities | $ 6,323,000 | $ 6,198,400 |
Debt (Details)
Debt (Details) - USD ($) | Mar. 11, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 26, 2014 |
Debt Instrument [Line Items] | ||||
Notes Payable | $ 1,800,000 | $ 1,800,000 | ||
Proceeds from Issuance of Debt | 11,700,000 | |||
Debt Instrument, Maximum Payment To Lender Based On Receipt Of Proceeds From Eligible Events | 3,000,000 | |||
Debt Issuance Cost | (100,000) | |||
Mortgage Loans on Real Estate, Carrying Amount of Mortgages | 3,100,000 | |||
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Three | 600,000 | |||
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Four | 5,300,000 | |||
Long-term Debt and Capital Lease Obligations, Maturities, Repayments of Principal in Year Five | 4,700,000 | |||
Long-term Debt | 10,600,000 | |||
Interest expense | $ 300,000 | |||
Impaired Long-Lived Assets Held and Used, Asset Name [Domain] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Periodic Payment, Interest | 8.00% | |||
Long-term Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage Rate Range, Minimum | 8.50% | |||
Aspire Capital Purchase Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt, Gross | $ 15,000,000 | |||
NeoStem, Inc. [Member] | Long-term Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Payment Terms | 21 months | |||
Oxford Finance LLC [Member] | ||||
Debt Instrument [Line Items] | ||||
Repayments of Debt | $ 7,000,000 | |||
Debt Instrument, Payment To Lender Based On Receipt Of Proceeds From Eligible Events, Percent | 20.00% | |||
Long-term Debt | $ 8,700,000 | $ 15,000,000 | ||
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months | $ 1,200,000 |
Redeemable Securities (Details)
Redeemable Securities (Details) - USD ($) $ in Millions | Mar. 11, 2016 | Mar. 31, 2016 |
Business Acquisition [Line Items] | ||
Equity Method Investment, Ownership Percentage | 19.90% | |
Hitachi Chemical Co., LTD [Member] | ||
Business Acquisition [Line Items] | ||
Recorded Unconditional Purchase Obligation | $ 19.4 | $ 20.5 |
Equity Method Investment, Ownership Percentage | 21.00% | |
Business Combination, Consideration Transfered, Interest Rate | 2.00% |
Shareholders' Equity Equity Iss
Shareholders' Equity Equity Issuances (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Nov. 30, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 10, 2016 | Feb. 29, 2016 | Dec. 31, 2015 | May. 01, 2015 | Jun. 30, 2014 | |
Class of Stock [Line Items] | ||||||||
Common Stock Warrants, Shares | 4,605,473 | 1,400,000 | 3,214,033 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||
Share Price | $ 0.705 | $ 1 | ||||||
Proceeds from Issuance of Warrants | $ 1,000,000 | |||||||
Common Stock, Shares, Issued | 59,123,260 | 56,733,012 | ||||||
Net proceeds from issuance of common stock | $ 1,096,208 | $ 7,411,828 | ||||||
Aspire Capital Purchase Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Term of agreement in months | 24 months | |||||||
Purchase Commitment, Remaining Minimum Amount Committed | $ 30,000,000 | |||||||
Purchase Commitment, Maximum Amount Committed, Shares | 11,019,276 | |||||||
Stock Issued During Period, Shares, Other | 842,696 | 50,000 | ||||||
Discount Applied To Weighted Average Price | 5.00% | |||||||
Net proceeds from issuance of common stock | $ 0 | |||||||
Shares, Issued | 1,100,000 | |||||||
Common Stock, Value, Issued | $ 300,000 | |||||||
March 2014 Purchase Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock Issued During Period, Shares, Other | 5,100,000 | |||||||
Net proceeds from issuance of common stock | $ 20,300,000 | |||||||
Aspire Capital Purchase Agreement [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock, Shares, Issued | 364,837 | 150,000 | ||||||
Purchase Commitment, Remaining Minimum Amount Committed | $ 30,000,000 | $ 30,000,000 |
Shareholders' Equity Stock opti
Shareholders' Equity Stock options and warrants (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016USD ($)$ / shares$ / warrantshares | Dec. 31, 2015USD ($)$ / shares$ / warrantshares | Mar. 10, 2016shares | |
Stock Options and Warrants [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ | $ 202,700 | $ 100 | |
Common Stock Warrants, Shares | 4,605,473 | 3,214,033 | 1,400,000 |
Weighted Average Exercise Price, Warrants Outstanding | $ / warrant | 9.80 | 13.72 | |
Weighted Average Remaining Contractual Term warrant outstanding | 1 year 3 months 22 days | 1 year 3 months 4 days | |
Aggregate Intrinsic Value, Warrants Outstanding | $ | $ 0 | $ 0 | |
Warrants Granted | 1,418,440 | ||
Warrants Canceled | 27,000 | ||
Weighted Average Exercise Price, Warrants Granted | $ / shares | $ 1 | ||
Warrants Exercised | 0 | ||
Weighted Average Exercise Price, Warrants Exercised | $ / shares | $ 0 | ||
Warrants Expired | 0 | ||
Weighted Average Exercise Price, Warrants Expired | $ / shares | $ 0 | ||
Weighted Average Exercise Price, Warrants Canceled | $ / shares | $ 14.50 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ | $ 189,300 | ||
shares, vested and expected to vest | 4,605,473 | ||
Weighted Average Exercise Price, Warrants vested & expected to vest | $ / warrant | 9.80 | ||
Aggregate Intrinsic Value, Warrants vested and expected to vest | $ | $ 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ | $ 52,400 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 4,605,473 | ||
Weighted Average Exercise Price, Warrants Exercisable | $ / warrant | 9.80 | ||
weighted Average Remaining Contractual Term, warrants vested | 1 year 3 months 22 days | ||
Aggregate Intrinsic Value, Warrants vested | $ | $ 0 | ||
US Equity Plan [Member] | |||
Stock Options and Warrants [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 7,228,792 | 6,663,480 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ / shares | $ 5.48 | $ 6.46 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 4 months 6 days | 6 years 10 months 17 days | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | 1,552,875 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 0.62 | ||
Stock Options Exercised | 0 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ / shares | $ 0 | ||
Stock Options Expired | (442,466) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ / shares | $ 3.79 | ||
Stock Options Forfeited | (545,097) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ / shares | $ 5.07 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 7,020,566 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ / shares | $ 5.59 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 7 years 3 months 15 days | ||
Weighted Average Remaining Contractual Term, Warrants Vested and Expect to Vest | 1 year 3 months 22 days | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number | 4,995,506 | ||
Weighted average estimated fair value of shares granted | $ / shares | $ 7.15 | ||
Options, Vested, weighted Average Remaining Contractual Term | 6 years 5 months 1 day |
Shareholders' Equity Restricted
Shareholders' Equity Restricted Stock (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 983,828 | 818,004 |
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 562,800 | $ 2,955,800 |
weighted average estimated fair value of restricted stock | $ 0.57 | $ 3.61 |
Share-Based Compensation Share-
Share-Based Compensation Share-Based Compensation (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $ 851,200 | $ 3,715,700 | |
Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 2,101,800 | ||
Expected weighted-average period in years of compensation cost to be recognized | 2 years 2 months 16 days | ||
Warrants | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total fair value of shares vested | $ 0 | 6,800 | |
Weighted average estimated fair value of shares granted | $ 0 | $ 0 | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average estimated fair value of shares granted | $ 0.41 | $ 2.44 | |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 624,400 | ||
Expected weighted-average period in years of compensation cost to be recognized | 2 years 3 months | ||
Cost of revenue | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $ 124,300 | 116,900 | |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 92,300 | 422,700 | |
Selling, General and Administrative Expenses [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 634,600 | 3,176,100 | |
Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total fair value of shares vested | $ 994,100 | $ 2,706,200 |
Income Taxes Net Operating Loss
Income Taxes Net Operating Loss Carry Forward (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 221,500,000 | |
Deferred Tax Liabilities, Net, Noncurrent | $ 986,040 | $ 932,662 |
Commitments and Contingencies55
Commitments and Contingencies (Details) | Feb. 19, 2015USD ($)ft²renewal_term | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Mar. 11, 2016USD ($) |
Operating Leased Assets [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 19.90% | |||
Operating Leases, Future Minimum Payments Due [Abstract] | ||||
2,016 | $ 1,556,900 | |||
2,017 | 1,865,800 | |||
2,018 | 1,035,900 | |||
2,019 | 989,400 | |||
2020 and thereafter | 960,200 | |||
Total minimum lease payments | 6,408,200 | |||
Operating lease expense | 500,000 | $ 400,000 | ||
NEW JERSEY | ||||
Operating Leased Assets [Line Items] | ||||
Operating lease, rentable space | ft² | 18,000 | |||
Operating leases, monthly rental payments | $ 31,875 | |||
Operating leases, number of renewal terms | renewal_term | 2 | |||
Lessee leasing arrangements, operating leases, renewal term | 5 years | |||
Proceeds from lease assignment | $ 580,000 | |||
Security deposit liability | 115,000 | |||
Hitachi Chemical Co., LTD [Member] | ||||
Operating Leased Assets [Line Items] | ||||
Recorded Unconditional Purchase Obligation | $ 20,500,000 | $ 19,400,000 | ||
Equity Method Investment, Ownership Percentage | 21.00% |