Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Mar. 06, 2015 | Jun. 30, 2014 |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | Fibrocell Science, Inc. | ||
Entity Central Index Key | 357097 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Accelerated Filer | ||
Trading Symbol | FCSC | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | FALSE | ||
Entity Common Stock, Shares Outstanding | 40,856,815 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $64.10 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $37,495 | $60,033 |
Accounts receivable, net of allowance for doubtful accounts of $17 and $5, respectively | 4 | 28 |
Inventory | 571 | 597 |
Prepaid expenses and other current assets | 1,278 | 1,202 |
Total current assets | 39,348 | 61,860 |
Property and equipment, net | 1,598 | 1,701 |
Intangible assets, net of accumulated amortization of $1,653 and $1,102, respectively | 4,687 | 5,238 |
Other assets | 1 | 215 |
Total assets | 45,634 | 69,014 |
Current liabilities: | ||
Accounts payable | 1,124 | 2,958 |
Accrued expenses | 1,675 | 487 |
Deferred revenue | 416 | 148 |
Warrant liability, current | 278 | 0 |
Total current liabilities | 3,493 | 3,593 |
Warrant liability, long term | 11,008 | 15,216 |
Other long term liabilities | 724 | 539 |
Total liabilities | 15,225 | 19,348 |
Commitments | ||
Stockholders' equity: | ||
Common stock, $0.001 par value; 100,000,000 shares authorized; 40,856,815 and 39,832,225 shares issued and outstanding, respectively | 41 | 40 |
Additional paid-in capital | 143,086 | 136,694 |
Accumulated deficit | -112,718 | -87,068 |
Total stockholders’ equity | 30,409 | 49,666 |
Total liabilities and stockholders’ equity | $45,634 | $69,014 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets [Parenthetical] (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts (in dollars) | $17 | $5 |
Intangible assets, net of accumulated amortization (in dollars) | $1,653 | $1,102 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 40,856,815 | 39,832,225 |
Common stock, shares outstanding | 40,856,815 | 39,832,225 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Revenue from product sales | $180 | $200 | $153 |
Cost of sales | 2,312 | 7,501 | 7,804 |
Gross loss | -2,132 | -7,301 | -7,651 |
Selling, general and administrative expenses | 11,623 | 9,440 | 11,546 |
Research and development expenses | 16,199 | 13,762 | 10,193 |
Operating loss | -29,954 | -30,503 | -29,390 |
Other income (expense): | |||
Warrant revaluation and other finance income (expense) | 3,930 | -1,053 | 20,404 |
Derivative revaluation expense | 0 | 0 | -23 |
Interest income (expense) | 6 | 2 | -1,017 |
Loss on extinguishment of debt | 0 | 0 | -5,617 |
Other income | 368 | 0 | 0 |
Loss from continuing operations before income taxes | -25,650 | -31,554 | -15,643 |
Deferred tax benefit | 0 | 0 | 2,500 |
Loss from continuing operations | -25,650 | -31,554 | -13,143 |
Loss from discontinued operations, net of tax | 0 | 0 | -11 |
Gain on sale of discontinued operations, net of tax | 0 | 0 | 467 |
Net loss | -25,650 | -31,554 | -12,687 |
Net loss attributable to non-controlling interest | 0 | 0 | -24 |
Net loss attributable to Fibrocell Science, Inc. common stockholders | ($25,650) | ($31,554) | ($12,711) |
Per Share Information: | |||
Loss from continuing operations - basic | ($0.63) | ($1.06) | ($1.47) |
Gain on sale of discontinued operations, net of tax - basic | $0 | $0 | $0.05 |
Net loss per common share - basic | ($0.63) | ($1.06) | ($1.42) |
Loss from continuing operations - diluted | ($0.70) | ($1.12) | ($2.65) |
Gain on sale of discontinued operations, net of tax - diluted | $0 | $0 | $0.05 |
Net loss per common share - diluted | ($0.70) | ($1.12) | ($2.60) |
Weighted average number of common shares outstanding - Basic (in shares) | 40,789,445 | 29,830,207 | 8,965,098 |
Weighted average number of common shares outstanding - Diluted (in shares) | 40,969,399 | 30,196,616 | 9,147,060 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (Deficit) (USD $) | Total | Common Stock | Subscription receivable | Additional paid-in capital | Accumulated deficit | Non-controlling interest |
In Thousands, except Share data, unless otherwise specified | ||||||
Balance at Dec. 31, 2011 | ($16,268) | $4 | ($550) | $27,081 | ($43,271) | $468 |
Balance (shares) at Dec. 31, 2011 | 3,827,132 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Proceeds from equity financing, net | 40,185 | 18 | -2,004 | 42,171 | ||
Proceeds from equity financing, net (in shares) | 18,203,000 | |||||
Fair value of warrants issued with financing | 1,098 | 1,098 | ||||
Preferred stock series D and E converted | 1,350 | 2 | 1,348 | |||
Preferred stock series D and E converted (in shares) | 2,021,120 | |||||
Conversion of notes payable | 2,385 | 1 | 2,384 | |||
Conversion of notes payable (in shares) | 898,641 | |||||
Issuance of common stock | 6,917 | 1 | 6,916 | |||
Issuance of common stock (in shares) | 1,317,520 | |||||
Cancellation of certificate | 0 | 550 | -550 | |||
Cancellation of certificate (in shares) | -40,000 | |||||
Exercise of warrants | 10 | 10 | ||||
Exercise of warrants (in shares) | 2,496 | |||||
Stock-based compensation expense | 1,224 | 1,224 | ||||
Net loss | -12,711 | -12,243 | -468 | |||
Balance at Dec. 31, 2012 | 24,190 | 26 | -2,004 | 81,682 | -55,514 | 0 |
Balance (shares) at Dec. 31, 2012 | 26,229,909 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Proceeds from equity financing, net | 47,118 | 12 | 0 | 47,106 | ||
Proceeds from equity financing, net (in shares) | 12,311,698 | |||||
Subscription received | 2,004 | 2,004 | ||||
Issuance of common stock | 6,406 | 2 | 6,404 | |||
Issuance of common stock (in shares) | 1,243,781 | |||||
Exercise of warrants | 352 | 352 | ||||
Exercise of warrants (in shares) | 46,837 | |||||
Stock-based compensation expense | 1,150 | 1,150 | ||||
Net loss | -31,554 | -31,554 | ||||
Balance at Dec. 31, 2013 | 49,666 | 40 | 0 | 136,694 | -87,068 | 0 |
Balance (shares) at Dec. 31, 2013 | 39,832,225 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock | 5,154 | 1 | 5,153 | |||
Issuance of common stock (in shares) | 1,024,590 | |||||
Stock-based compensation expense | 1,239 | 1,239 | ||||
Net loss | -25,650 | -25,650 | ||||
Balance at Dec. 31, 2014 | $30,409 | $41 | $0 | $143,086 | ($112,718) | $0 |
Balance (shares) at Dec. 31, 2014 | 40,856,815 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net loss | ($25,650) | ($31,554) | ($12,687) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Loss on extinguishment of debt | 0 | 0 | 5,617 |
Gain on sale of Agera | 0 | 0 | -467 |
Stock issued for exclusive channel collaboration agreement | 5,154 | 6,406 | 6,917 |
Stock-based compensation expense | 1,239 | 1,150 | 1,224 |
Warrant revaluation and other finance (income) expense | -3,930 | 1,053 | -20,404 |
Derivative revaluation expense | 0 | 0 | 23 |
Deferred tax benefit | 0 | 0 | -2,500 |
Loss on disposal of property and equipment | 13 | 5 | 0 |
Depreciation and amortization | 883 | 863 | 821 |
Provision for doubtful accounts | 12 | -20 | 25 |
Amortization of debt issuance costs | 0 | 0 | 146 |
Change in operating assets and liabilities: | |||
Accounts receivable | 12 | 54 | -60 |
Inventory | 26 | -120 | -477 |
Prepaid expenses | -76 | 69 | -196 |
Other assets | 214 | -215 | 0 |
Accounts payable | -1,834 | 2,037 | -966 |
Accrued expenses and other liabilities | 1,373 | 188 | 407 |
Deferred revenue | 268 | 9 | 83 |
Miscellaneous other | 0 | 0 | -81 |
Net cash used in operating activities | -22,296 | -20,075 | -22,575 |
Cash flows from investing activities: | |||
Purchase of property and equipment | -242 | -360 | -493 |
Proceeds from the sale of Agera | 0 | 0 | 1,002 |
Net cash (used in) provided by investing activities | -242 | -360 | 509 |
Cash flows from financing activities: | |||
Debt issuance costs | 0 | 0 | -46 |
Net proceeds from preferred stock | 0 | 0 | 7,864 |
Net proceeds from common stock | 0 | 47,118 | 40,185 |
Subscription received | 0 | 2,004 | 0 |
Payments on insurance loan | 0 | 0 | -97 |
Principal payments on note payable | 0 | 0 | -4,823 |
Dividends paid on preferred stock | 0 | 0 | -470 |
Net cash provided by financing activities | 0 | 49,122 | 42,613 |
Net (decrease) increase in cash and cash equivalents | -22,538 | 28,687 | 20,547 |
Cash and cash equivalents, beginning of period | 60,033 | 31,346 | 10,799 |
Cash and cash equivalents, end of period | $37,495 | $60,033 | $31,346 |
Business_and_Organization
Business and Organization | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Business and Organization | Business and Organization |
Fibrocell Science, Inc. (as used herein, “we,” “us,” “our,” “Fibrocell” or the “Company”) is the parent company of Fibrocell Technologies, Inc. (“Fibrocell Tech”) and Fibrocell Science Hong Kong Limited (“Fibrocell Hong Kong”), a company organized under the laws of Hong Kong. Fibrocell Tech is the parent company of Isolagen Europe Limited, a company organized under the laws of the United Kingdom (“Isolagen Europe”), Isolagen Australia Pty Limited, a company organized under the laws of Australia (“Isolagen Australia”), and Isolagen International, S.A., a company organized under the laws of Switzerland (“Isolagen Switzerland”). The Company’s international activities are currently immaterial. | |
The Company is an autologous cell therapy company focused on developing first-in-class treatments for rare and serious skin and connective tissue diseases with high unmet medical needs. Fibrocell’s lead orphan drug program is in late-stage pre-clinical development for the treatment of RDEB (recessive dystrophic epidermolysis bullosa). The Company’s collaboration with Intrexon Corporation (NYSE:XON) (“Intrexon”), a leader in synthetic biology, includes using genetically-modified autologous fibroblast cells to express target proteins that are inactive or missing from patients with rare genetic skin and connective tissue disorders. The Company is also pursuing medical applications for azficel-T, the Company’s proprietary autologous fibroblast technology, for vocal cord scarring and restrictive burn scarring. Both indications are currently in Phase II clinical trials. The Company’s ongoing scientific research collaboration with the University of California, Los Angeles (“UCLA”) has yielded discoveries and technologies related to stem cells and regenerative cells in human skin. The technologies from this collaboration and the Company’s exclusive license agreements with UCLA enable the Company to expand its proprietary personalized biologics platform which uses human fibroblasts and stem cells from skin to create localized therapies that are compatible with the unique biology of each patient. | |
The Company’s securities ceased trading on the NYSE MKT effective at the close of business on August 28, 2014 and commenced trading on NASDAQ on August 29, 2014. The Company’s common stock continues to trade under its current trading symbol “FCSC”. | |
The Company previously marketed a skin care line with broad application in core target markets through its consolidated subsidiary, Agera Laboratories, Inc. (“Agera”), which was sold on August 31, 2012. The Company had owned 57% of the outstanding shares of Agera. As a result of the sale of Agera, the Company operates in one segment and Agera is classified as discontinued operations. Please refer to Note 16 for more details. |
Basis_of_Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
The prior year financial statements contain certain reclassifications to the results of operations for the years ended December 31, 2013 and 2012 to conform to the presentation for the year ended December 31, 2014 in this Form 10-K. These reclassifications were made in conjunction with the Company’s de-emphasis on its commercial product LAVIV® and towards further research and development of the underlying azficel-T process as well as on developing first-in-class treatments for rare and serious skin and connective tissue diseases with high unmet medical needs. | |
For the year ended December 31, 2014, amortization expense of approximately $0.6 million was included in research and development expense on the Consolidated Statements of Operations. For the years ended December 31, 2013 and 2012, amortization expense of approximately $0.6 million and $0.6 million, respectively, was reclassed from cost of sales to research and development expense on the Consolidated Statements of Operations to conform to the current presentation. For the year ended December 31, 2014, the Company’s Food and Drug Administration (“FDA”) license fees related to its Biologics License Application (“BLA”) of approximately $0.6 million were included in research and development expense on the Consolidated Statements of Operations. For the years ended December 31, 2013 and 2012, FDA license fees of approximately $0.6 million and $0.6 million, respectively, were reclassed from selling, general and administrative expense to research and development expense on the Consolidated Statements of Operations to conform to the current presentation. | |
On April 30, 2013, the Company completed a reverse stock split on the basis of one share of common stock for each currently outstanding 25 shares of pre-split common stock. All common share and per share data included in these financial statements reflect this reverse stock split. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies | ||||||||||||
Use of Estimates | |||||||||||||
The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and notes. In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. Actual results may differ materially from those estimates. | |||||||||||||
Principles of Consolidation | |||||||||||||
These consolidated financial statements include the accounts of Fibrocell and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||||
Cash and Cash Equivalents | |||||||||||||
The Company considers highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. | |||||||||||||
Concentration of Credit Risk | |||||||||||||
As of December 31, 2014, the Company maintains its operating cash with one major U.S. domestic bank and the remainder of its cash and cash equivalents as a money market fund with one major global bank. Federal insurance coverage on our operating cash amounted to $250,000 per depositor at each financial institution, and the Company’s non-interest bearing cash balances may exceed federally insured limits. The terms of these deposits are on demand to minimize risk. The Company has not incurred losses related to these deposits. | |||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | |||||||||||||
Accounts receivable are recorded at the invoiced amount, net of related cash discounts, and do not bear interest. The Company does not have any off-balance sheet exposure related to the Company’s customers. The Company maintains an allowance for doubtful accounts related to its accounts receivable that have been deemed to have a high risk of collectability. Management reviews its accounts receivable on a monthly basis to determine if any receivables will potentially be uncollectible. Management analyzes historical collection trends and changes in its customer payment patterns, customer concentration and creditworthiness when evaluating the adequacy of its allowance for doubtful accounts. In its overall allowance for doubtful accounts, the Company includes any receivable balances that are determined to be uncollectible. Based on the information available, management believes the allowance for doubtful accounts is adequate; however, actual write-offs might exceed the recorded allowance. | |||||||||||||
The following table summarizes the changes in the allowance for doubtful accounts receivable for the indicated periods: | |||||||||||||
Balance at beginning of year | Additions charged to earnings | Uncollectible receivables written off, net of recoveries | Balance at end of year | ||||||||||
31-Dec-14 | 5 | 12 | (2 | ) | 17 | ||||||||
31-Dec-13 | 25 | (20 | ) | — | 5 | ||||||||
31-Dec-12 | — | 25 | — | 25 | |||||||||
Inventory | |||||||||||||
Inventories are determined at the lower of cost or market value, with cost determined under specific identification and on the first-in-first-out method. Inventories consist of raw materials and work-in-process. | |||||||||||||
Property and Equipment | |||||||||||||
Property and equipment is carried at acquisition cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful life of the asset. The cost of repairs and maintenance is charged to expense as incurred. As of December 31, 2013, the useful life for all property and equipment was three years, except for leasehold improvements which were depreciated over the remaining lease term or the life of the asset, whichever was shorter. In the first quarter of 2014, the Company adjusted its useful lives to reflect the expected consumption of the economic benefit of these assets as noted in the following table: | |||||||||||||
Property and equipment category | Useful life | ||||||||||||
Laboratory equipment | 6 years | ||||||||||||
Computer equipment and software | 3 years | ||||||||||||
Furniture and fixtures | 10 years | ||||||||||||
Leasehold improvements | Lesser of remaining lease term or life of asset | ||||||||||||
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) ASC Topic 250 Accounting Changes and Error Corrections, the Company accounted for this change in useful lives as a change in estimate, with prospective application only. The impact of this change in estimate on depreciation expense was immaterial to the results on the Consolidated Statements of Operations. | |||||||||||||
Intangible Assets | |||||||||||||
Intangible assets are research and development assets related to the Company’s primary study on azficel-T that was recognized upon emergence from bankruptcy. The portion of the reorganization value which was attributed to identified intangible assets was $6.3 million. Effective January 1, 2012, the Company launched LAVIV® and as a result, the research and development intangible assets related to the Company’s primary study are considered finite-lived intangible assets and are being amortized over 12 years. For each of the years ended December 31, 2014, 2013 and 2012, amortization expense was approximately $0.6 million. The Company expects to amortize approximately $0.6 million for each of the next five years. | |||||||||||||
Finite-lived intangible assets are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. Amortization of finite-lived intangible assets is provided over their estimated useful lives on a straight-line basis. In accordance with Financial Accounting Standards Board Accounting Standard Codification (“ASC”) 360-10-35 Impairment or Disposal of Long-Lived Assets, the Company reviews its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There was no impairment expense recognized for the years ended December 31, 2014, 2013 or 2012. | |||||||||||||
Warrant Liability | |||||||||||||
The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Stock warrants are accounted for as a derivative in accordance with Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”) if the stock warrants contain “down-round protection” or other terms that could potentially require “net cash settlement” and therefore, do not meet the scope exception for treatment as a derivative. Since “down-round protection” is not an input into the calculation of the fair value of the warrants, the warrants cannot be considered indexed to the Company’s own stock which is a requirement for the scope exception as outlined under ASC 815. Warrant instruments that could potentially require “net cash settlement” in the absence of express language precluding such settlement and those which include “down-round provisions” are initially classified as derivative liabilities at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. The Company will continue to classify the fair value of the warrants that contain “down-round protection” and “net cash settlement” as a liability until the warrants are exercised, expire or are amended in a way that would no longer require these warrants to be classified as a liability. For additional discussion on warrants, see Note 7. | |||||||||||||
Revenue Recognition | |||||||||||||
The Company recognizes revenue over the period LAVIV® is shipped for injection in accordance with ASC 605 Revenue Recognition (“ASC 605”). In general, ASC 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services rendered, (3) the fee is fixed and determinable and (4) collectability is reasonably assured. Revenue from the sale of LAVIV® is not recognized until the first shipment for an injection is shipped. | |||||||||||||
Cost of Sales | |||||||||||||
Cost of sales includes the costs related to the processing of cells for LAVIV®, including direct and indirect costs. Beginning in 2014, cost of sales is accounted for using a standard cost system which allocates the direct costs associated with the Company’s manufacturing, facility, quality control, and quality assurance operations as well as overhead costs. The principal reason for the relatively small level of revenue as compared to the cost of sales is that the Company changed corporate strategy in late 2013 to de-emphasize sales of LAVIV® into the aesthetic markets, and towards further research and development of the underlying azficel-T process as well as on developing first-in-class treatments for rare and serious skin and connective tissue diseases with high unmet medical needs. | |||||||||||||
Research and Development Expenses | |||||||||||||
Research and development costs are expensed as incurred and include salaries and benefits, costs paid to third party contractors to perform research, conduct clinical trials, develop and manufacture drug materials and delivery devices, and a portion of facilities cost. Research and development costs also include costs to manufacture product for clinical trial use and to develop manufacturing, cell collection and logistical process improvements. | |||||||||||||
Clinical trial costs are a significant component of research and development expenses and include costs associated with third party contractors. Invoicing from third party contractors for services performed can lag several months. The Company accrues the costs of services rendered in connection with third party contractor activities based on its estimate of management fees, site management and monitoring costs and data management costs. | |||||||||||||
Stock-based Compensation | |||||||||||||
The Company accounts for stock-based awards to employees using the fair value based method to determine compensation for all arrangements where shares of stock or equity instruments are issued for compensation. In addition, the Company accounts for stock-based compensation to nonemployees in accordance with the accounting guidance for equity instruments that are issued to other than employees. The Company uses a Black-Scholes option-pricing model to determine the fair value of each option grant as of the date of grant for expense incurred. The Black-Scholes model requires inputs for risk-free interest rate, dividend yield, expected stock price volatility and expected life of the options. Expected stock price volatility is based on historical volatility of the Company’s stock and the stock of the Company’s peer companies. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. The expected life for options granted represents the period of time that options granted are expected to be outstanding and is derived from the contractual terms of the options granted. The Company estimates future forfeitures of options based upon expected forfeiture rates. | |||||||||||||
Income Taxes | |||||||||||||
An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss (NOLs) carryover. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. | |||||||||||||
In the event the Company is charged interest or penalties related to income tax matters, the Company would record such interest as interest expense and would record such penalties as other expense in the consolidated statements of operations. No such charges have been incurred by the Company. For each of the years ended December 31, 2014, 2013 and 2012, the Company had no uncertain tax positions. | |||||||||||||
At December 31, 2014, and December 31, 2013, the Company has provided a full valuation allowance for the net deferred tax assets, the large majority of which relates to the future benefit of loss carryovers. The tax years 2011 through the present remain open to examination by the major taxing jurisdictions to which the Company is subject. | |||||||||||||
Loss Per Share Data | |||||||||||||
Basic loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during a period. The diluted loss per share calculation gives effect to dilutive options, warrants, convertible notes, convertible preferred stock, and other potential dilutive common stock including selected restricted shares of common stock outstanding during the period. Diluted loss per share is based on the treasury stock method and includes the effect from potential issuance of common stock, such as shares issuable pursuant to the exercise of stock options and warrants, assuming the exercise of all in-the-money stock options and warrants. Common share equivalents have been excluded where their inclusion would be anti-dilutive. | |||||||||||||
For the Twelve Months Ended December 31, | |||||||||||||
($ in thousands except share and per share data) | 2014 | 2013 | 2012 | ||||||||||
Loss per share — Basic: | |||||||||||||
Numerator for basic loss per share | $ | (25,650 | ) | $ | (31,554 | ) | $ | (12,711 | ) | ||||
Denominator for basic loss per share | 40,789,445 | 29,830,207 | 8,965,098 | ||||||||||
Basic loss per common share | $ | (0.63 | ) | $ | (1.06 | ) | $ | (1.42 | ) | ||||
Loss per share — Diluted: | |||||||||||||
Numerator for basic loss per share | $ | (25,650 | ) | $ | (31,554 | ) | $ | (12,711 | ) | ||||
Adjust: Fair value of dilutive warrants outstanding | 2,840 | 2,270 | 11,091 | ||||||||||
Numerator for diluted loss per share | $ | (28,490 | ) | $ | (33,824 | ) | $ | (23,802 | ) | ||||
Denominator for basic loss per share | 40,789,445 | 29,830,207 | 8,965,098 | ||||||||||
Plus: Incremental shares underlying “in the money” warrants outstanding | 179,954 | 366,409 | 181,962 | ||||||||||
Denominator for diluted loss per share | 40,969,399 | 30,196,616 | 9,147,060 | ||||||||||
Diluted loss per common share | $ | (0.70 | ) | $ | (1.12 | ) | $ | (2.60 | ) | ||||
The following potentially dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding, as their effect would be anti-dilutive: | |||||||||||||
For the Twelve Months Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Shares underlying “out of the money” options outstanding | 2,086,450 | 1,070,720 | 562,025 | ||||||||||
Shares underlying “in the money” options outstanding | — | 998,000 | — | ||||||||||
Shares underlying “out of the money” warrants outstanding | 4,831,352 | 4,831,352 | 4,845,352 | ||||||||||
Shares underlying “in the money” warrants outstanding | — | — | 1,320 | ||||||||||
Fair Value of Financial Instruments | |||||||||||||
The carrying values of certain of the Company’s financial instruments, including cash equivalents and accounts payable approximates fair value due to their short maturities. Warrant liability is also recorded at fair value. The fair values of the Company’s long term obligations are based on assumptions concerning the amount and timing of estimated future cash flows and assumed discount rates reflecting varying degrees of risk. The carrying values of the Company’s long term obligations approximate their fair values. | |||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||
In January 2015, the FASB issued ASU No. 2015-01, "Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items", which eliminates from U.S. GAAP the concept of extraordinary items. The pronouncement is effective for annual reporting periods ending after December 15, 2015 with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. | |||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern", which defines management’s responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provided related footnote disclosures. The pronouncement is effective for annual reporting periods ending after December 15, 2016 with early adoption permitted. The adoption of this guidance will require the Company to disclose its evaluation of its ability to continue as a going concern in the footnotes to the financial statements. | |||||||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” which supersedes the current revenue recognition requirements under ASC Topic 605, “Revenue Recognition”. The standard’s core principle is that a company will recognize revenue when it transfers 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. It also provides a five step approach to achieve this principle. For public entities, the new guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. Based on current operating conditions, the adoption of this guidance does not have a material impact on the Company’s financial statements; however, it may have a material impact in the future. |
Inventory
Inventory | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventory | Inventory | |||||||
Inventories consisted of the following as of: | ||||||||
($ in thousands) | December 31, | December 31, | ||||||
2014 | 2013 | |||||||
Raw materials | $ | 357 | $ | 511 | ||||
Work-in-process | 214 | 86 | ||||||
Inventory | $ | 571 | $ | 597 | ||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property and Equipment | Property and Equipment | |||||||
Property and equipment consisted of the following as of: | ||||||||
($ in thousands) | December 31, | December 31, | ||||||
2014 | 2013 | |||||||
Laboratory equipment | $ | 1,279 | $ | 1,045 | ||||
Computer equipment and software | 206 | 179 | ||||||
Furniture and fixtures | 49 | 15 | ||||||
Leasehold improvements | 772 | 448 | ||||||
Construction-in-process | 343 | 749 | ||||||
2,649 | 2,436 | |||||||
Less: Accumulated depreciation | (1,051 | ) | (735 | ) | ||||
Property and equipment, net | $ | 1,598 | $ | 1,701 | ||||
Depreciation expense was approximately $0.3 million, $0.3 million and $0.3 million for the years ended December 31, 2014, 2013 and 2012, respectively. |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accrued Expenses | Accrued Expenses | |||||||
Accrued expenses consisted of the following as of: | ||||||||
($ in thousands) | December 31, | December 31, | ||||||
2014 | 2013 | |||||||
Accrued professional fees | $ | 881 | $ | 194 | ||||
Accrued compensation | 540 | 40 | ||||||
Accrued other | 254 | 253 | ||||||
Accrued expenses | $ | 1,675 | $ | 487 | ||||
Warrants
Warrants | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Equity [Abstract] | ||||||||||||
Warrants Disclosure [Text Block] | Warrants | |||||||||||
The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Stock warrants are accounted for as a derivative in accordance with Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”) if the stock warrants contain “down-round protection” or other terms that could potentially require “net cash settlement” and therefore, do not meet the scope exception for treatment as a derivative. Since “down-round protection” is not an input into the calculation of the fair value of the warrants, the warrants cannot be considered indexed to the Company’s own stock which is a requirement for the scope exception as outlined under ASC 815. Warrant instruments that could potentially require “net cash settlement” in the absence of express language precluding such settlement and those which include “down-round provisions” are initially classified as derivative liabilities at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. The Company will continue to classify the fair value of the warrants that contain “down-round protection” and “net cash settlement” as a liability until the warrants are exercised, expire or are amended in a way that would no longer require these warrants to be classified as a liability. | ||||||||||||
The following table summarizes outstanding liability classified warrants to purchase common stock as of: | ||||||||||||
Number of Warrants | ||||||||||||
31-Dec-14 | 31-Dec-13 | Exercise | Expiration Dates | |||||||||
Price | ||||||||||||
Issued in Series A, B and D Preferred Stock offering | 2,247,118 | 2,247,118 | $ | 6.25 | Oct 2015 - Dec 2016 | |||||||
Issued in March 2010 financing | 393,416 | 393,416 | $ | 6.25 | Mar 1, 2016 | |||||||
Issued in June 2011 financing | 6,113 | 6,113 | $ | 22.5 | Jun 1, 2016 | |||||||
Issued in August 2011 financing | 565,759 | 565,759 | $ | 18.75 | Aug 1, 2016 | |||||||
Issued to placement agents in August 2011 financing | 50,123 | 50,123 | $ | 13.635 | Aug 1, 2016 | |||||||
Issued in Series B, D and E Preferred Stock offerings | 76,120 | 76,120 | $ | 2.5 | Nov 2015 - Dec 2017 | |||||||
Issued with Convertible Notes | 1,125,578 | 1,125,578 | $ | 2.5 | Jun 1, 2018 | |||||||
Issued in Series E Preferred Stock offering | 1,568,823 | 1,568,823 | $ | 7.5 | Dec 1, 2018 | |||||||
Total | 6,033,050 | 6,033,050 | ||||||||||
There were no exercises of warrants during the year ended December 31, 2014. There were 85,000 warrants exercised on a cashless basis resulting in the issuance of 46,837 shares of common stock for the year ended December 31, 2013. | ||||||||||||
Liability-classified Warrants | ||||||||||||
The foregoing warrants are recorded as liabilities at their estimated fair value at the date of issuance, with the subsequent changes in estimated fair value recorded in other income (expense) in the Company’s statement of operations in each subsequent period. The change in the estimated fair value of our warrant liability for the years ended December 31, 2014, 2013 and 2012 resulted in non-cash income of $3.9 million, non-cash expense of $1.1 million, and non-cash income of $20.4 million, respectively. The Company utilizes the Monte Carlo simulation valuation method to value the liability classified warrants. | ||||||||||||
The estimated fair value of these warrants is determined using Level 3 inputs. Inherent in the Monte Carlo valuation model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. | ||||||||||||
The following table summarizes the calculated aggregate fair values, along with the assumptions utilized in each calculation: | ||||||||||||
($ in thousands, except per share data) | December 31, | December 31, | December 31, | |||||||||
2014 | 2013 | 2012 | ||||||||||
Calculated aggregate value | 11,281 | 15,216 | 14,515 | |||||||||
Weighted average exercise price per share of warrant | 7.08 | 7.08 | 7.04 | |||||||||
Closing price per share of common stock | $ | 2.59 | $ | 4.06 | $ | 3.75 | ||||||
Volatility | 68 | % | 70 | % | 65 | % | ||||||
Weighted average remaining expected life (years) | 2 years, 7 months | 3 years, 6 months | 4 years, 6 months | |||||||||
Risk-free interest rate | 0.86 | % | 1.2 | % | 0.6 | % | ||||||
Dividend yield | — | % | — | % | — | % |
Debt
Debt | 12 Months Ended | |
Dec. 31, 2014 | ||
Debt Disclosure [Abstract] | ||
Debt | Debt | |
Convertible Note Payable | ||
On June 1, 2012, the Company entered into an exchange agreement with existing note holders pursuant to which the Company agreed to repay half of each holder’s 12.5% promissory notes due June 1, 2012 (the "Notes" and exchange the balance of each holder’s original note, for (i) a new 12.5% note (the “Convertible Notes”) with a principal amount equal to such balance, and (ii) a five-year warrant (“Warrant”) to purchase a number of shares of common stock equal to the number of shares of common stock underlying such note on the date of issuance. Details of Notes are as follows: | ||
• | The Notes accrued interest at a rate of 12.5% per annum payable quarterly in cash or, at the Company’s option, 15% per annum payable in kind by capitalizing such unpaid amount and adding it to the principal as of the date it was due. | |
• | The maturity date of the Notes was September 1, 2013, provided that the Holders may require the Company to redeem 25% of the principal amount of the Notes on each of December 1, 2012, March 1, 2013, June 1, 2012 and September 1, 2013. | |
• | To the extent that Holders of the Notes converted any portion of the Notes prior to any such redemption date, the amount of all future redemption payments will be reduced by such converted amount on a pro rata basis over the remaining redemption dates. | |
• | The Notes were convertible at a conversion price of $6.25 per share, provided that, with certain exceptions, if, at any time while the Notes are outstanding, the Company issues any Company common stock or common stock equivalents at an effective price per share that is lower than the then the conversion price of the Notes, then the conversion price of the Notes will be reduced to equal the lower price. | |
• | The Notes may be accelerated if any events of default occur, which include, in addition to certain customary default provisions, if at any time on or after October 1, 2012 the Company fails to have reserved, for conversion of the Notes and exercise of the Warrants, a sufficient number of available authorized but unissued shares of common stock. | |
The Notes were converted at a conversion price of $6.25 per share. To the extent that holders of the Notes converted any portion of the Notes prior to any such redemption date, the amount of all future redemption payments was reduced by such converted amount on a pro rata basis over the remaining redemption dates. The Notes were extinguished in October 2012 through partial conversions into common stock and partial repayments in cash. | ||
Loss on Extinguishment of Debt | ||
As a result of the June 1, 2012 debt exchange as discussed above, the Company recorded a loss on extinguishment of the 12.5% promissory note of $5.6 million in the consolidated statement of operations for the year ended December 31, 2012 due to the significant modification of the original debt. The details of the loss included recording the fair value of the embedded conversion option of $1.2 million and the fair value of liability-classified warrants of $4.4 million. See Note 7 for further discussion of the warrant liability. |
Equity
Equity | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Equity [Abstract] | ||||||||||||||
Equity | Equity | |||||||||||||
Common stock | ||||||||||||||
In October of 2012, the Company closed a private placement transaction (the “Offering”) with certain accredited investors pursuant to which the Company sold securities consisting of 18,000,000 shares of common stock at a purchase price of $2.50 per share. An additional 203,000 shares were given to placement agents in connection with the Offering. The Company received net proceeds of $40.2 million, incurred $2.7 million in offering costs and had a subscription receivable of $2.0 million which was subsequently collected in July of 2013. | ||||||||||||||
In connection with the execution of the exclusive channel collaboration (the “Channel Agreement”) on October 5, 2012, the Company entered into a Stock Issuance Agreement with Intrexon Corporation ("Intrexon"), who is an affiliate of NRM VII Holdings I, LLC, the Company’s largest shareholder. The Company agreed to issue to Intrexon a number of shares of Company common stock based on a per share value of the price at which the Company sold shares of common stock in the Offering (the “Technology Access Shares”). The closing took place on October 9, 2012. The Company recorded a fair value of $6.9 million for 1,317,520 shares, on a per share value of $5.25 based on the closing price of the Company’s common stock on the closing date, issued to Intrexon for the closing of the Stock Issuance Agreement as a research and development expense in the fourth quarter of 2012. In connection with the issuance of the Technology Access Shares, Intrexon became a party to a Registration Rights Agreement, which provides Intrexon with a demand registration right with respect to the resale of the Technology Access Shares. See Note 13 for further discussion on the collaboration with Intrexon. | ||||||||||||||
On October 5, 2012, the Company entered into an amendment and conversion agreement (the “Debt Agreement”) with the holders of its 12.5% Convertible Notes in the aggregate original principal amount of approximately $3.5 million. Pursuant to the Debt Agreement, the Company and the Note holders agreed that the Company would repay approximately $1.7 million of the Notes in cash (representing approximately $1.5 million in principal and $0.2 million in unpaid interest), and the remaining Notes (representing approximately $2.1 million in principal and $0.3 million in unpaid interest) would be converted into shares of common stock at a conversion price of $2.50 per share. The total number of shares of common stock issued upon the conversion of the Notes was 861,970 shares. There were conversions of notes into 36,671 common shares before the Offering. | ||||||||||||||
Effective upon the completion of the Offering, the Company entered into warrant modification agreements with the holders of warrants to purchase 4,209,357 shares of common stock at exercise prices of between $6.25 per share and $7.50 per share pursuant to which the parties agreed, among other items: (a) to extend the expiration date of the warrants by one year; and (b) to delete the full-ratchet anti-dilution adjustment provisions contained in the warrants (including with respect to the Offering discussed above). As such, the exercise price and number of shares underlying the foregoing warrants were not modified due to the completion of the Offering. | ||||||||||||||
In connection with the execution of the first amendment to the exclusive channel collaboration agreement (the “Amendment”) on June 28, 2013, the Company entered into a Supplemental Stock Issuance Agreement with Intrexon. The Company agreed to issue to Intrexon a number of shares of Company common stock based on a per share value of the closing price of the Company’s common stock on the NYSE MKT on the day prior to execution of the Supplemental Stock Issuance Agreement (the “Supplemental Access Fee Shares”). The Supplemental Access Fee Shares were issued upon the satisfaction of customary closing conditions, including the approval for the listing of the Supplemental Access Fee Shares on the NYSE MKT. The closing took place on July 26, 2013. The Company recorded a fair value of $6.4 million for 1,243,781 shares, on a per share value of $5.15 based on the closing price of the Company’s common stock on the closing date, issued to Intrexon for the closing of the Supplemental Stock Issuance Agreement as a research and development expense in the third quarter of 2013. See Note 13 for further discussion on the collaboration with Intrexon. | ||||||||||||||
In October of 2013, the Company completed an underwritten public offering of 11,000,000 shares of common stock at a public offering price of $4.10 per share. The net proceeds to the Company, after underwriting discounts and commissions and estimated offering expenses, were approximately $42.1 million. The underwriters for the public offering of common stock partially exercised their over-allotment option to purchase an additional 1,311,698 shares of common stock at a public offering price of $4.10 per share. The partial exercise of the over-allotment option increased the aggregate net proceeds to the company, after underwriting discounts and commissions and estimated offering expenses, from approximately $42.1 million to approximately $47.1 million. | ||||||||||||||
In connection with the execution of the second amendment to the exclusive channel collaboration agreement (the “Second Amendment”) on January 10, 2014 between the Company and Intrexon, the Company entered into a Supplemental Stock Issuance Agreement with Intrexon. The Company agreed to issue to Intrexon a number of shares of Company common stock based on a per share value of the closing price of the Company’s common stock on the NYSE MKT on the day prior to execution of the Supplemental Stock Issuance Agreement (the “Supplemental Access Fee Shares”). The Supplemental Access Fee Shares were issued upon the satisfaction of customary closing conditions, including the approval for the listing of the Supplemental Access Fee Shares on the NYSE MKT. The closing took place on January 24, 2014. The Company recorded a research and development expense in the first quarter of 2014 for the 1,024,590 shares issued to Intrexon as a technology access fee. The shares were issued based on a per share value of $5.03 based on the closing price of the Company’s common stock on the closing date, totaling approximately $5.2 million, which was recorded as Research and development expenses. For additional discussion on the Company’s collaboration with Intrexon, see Note 13. | ||||||||||||||
Preferred Stock | ||||||||||||||
The Company is authorized to issue 5,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges, and restrictions thereof. These rights, preferences and privileges could include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of such series, any or all of which may be greater than the rights of common stock. The issuance of the Company’s preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of the Company or other corporate action. There were no preferred shares issued or outstanding as of December 31, 2014 or December 31, 2013. | ||||||||||||||
Redeemable Preferred stock | ||||||||||||||
On October 5, 2012, upon the approval of the requisite number of holders of the Company’s Series D 6% Cumulative Perpetual Convertible Preferred Stock (the “Series D Preferred Stock”) and Series E 8% Cumulative Convertible Preferred Stock (the “Series E Preferred Stock”), the Company filed amendments, effective on such date, to each of the Certificates of Designation for the Preferred Stock providing that if the Company completed an equity financing pursuant to which the Company received gross proceeds of no less than $35.0 million (a “Qualified Financing”), then immediately prior to the closing of such Qualified Financing each outstanding share of preferred stock shall be automatically converted into that number of shares of common stock determined by dividing the stated value of such share of Series D and Series E preferred stock by $6.25. The Offering discussed above was a Qualified Financing, and as such, the Series D and E preferred stock was automatically converted into 1,917,120 shares of common stock upon completion of the Offering, 454,560 of which were Series D and 1,462,560 of which were Series E. There were 104,000 common shares issued as a result of conversion of Series D preferred shares during 2012 before the automatic conversion of the preferred shares pursuant to the Offering. As of the closing of the Offering, the Company had no shares of preferred stock outstanding | ||||||||||||||
The following table shows the activity of Series D and Series E Redeemable Preferred stock, with a par value of $0.001 per share and a stated value of $25,000 per share: | ||||||||||||||
Series D | Series E | Total | ||||||||||||
Preferred | Preferred | |||||||||||||
Balance at December 31, 2011 | 3,641 | — | 3,641 | |||||||||||
Issuance of Series E Preferred stock | — | 9,141 | 9,141 | |||||||||||
Series D and Series E Preferred converted to common stock | (3,641 | ) | (9,141 | ) | (12,782 | ) | ||||||||
Balance at December 31, 2012 | — | — | — | |||||||||||
During May, June and July 2012 the Company sold to accredited investors in a private placement Series E Convertible Preferred Stock as follows: | ||||||||||||||
Date of financing | # of shares | Net Proceeds | Warrant | # of Warrants | ||||||||||
of Series E | ($ in 000’s) | Exercise | Issued | |||||||||||
Preferred | Price | |||||||||||||
14-May-12 | 3,353 | $ | 2,843 | $ | 7.5 | 590,128 | ||||||||
24-May-12 | 2,364 | 2,042 | 7.5 | 416,064 | ||||||||||
2-Jun-12 | 945 | 822 | 7.5 | 166,320 | ||||||||||
7-Jun-12 | 1,192 | 1,037 | 7.5 | 209,792 | ||||||||||
28-Jun-12 | 507 | 441 | 7.5 | 89,232 | ||||||||||
16-Jul-12 | 780 | 679 | 7.5 | 137,280 | ||||||||||
9,141 | $ | 7,864 | 1,608,816 | |||||||||||
As a result of the May, June and July 2012 private placement Series E Convertible Preferred Stock transaction, the net proceeds of $7.8 million were allocated to the fair value of the warrants upon issuance. The July 16, 2012 sale represented the final closing of the Offering and effective on such date, the Company closed the Offering. | ||||||||||||||
Conversion option of Convertible Note Payable | ||||||||||||||
In connection with the issuance of the June 1, 2012 Convertible Notes, an embedded conversion option was recorded as a derivative liability under ASC 815, Derivatives and Hedging, in the 2012 consolidated balance sheet until October 2012 when the notes were converted to common stock. The derivative liability was re-measured on the Company’s reporting dates until October 9, 2012 when the Notes were converted into common stock resulting in revaluation expense of less than $0.1 million for the year ended December 31, 2012 in our statement of operations. The fair value of the derivative liability was determined using the Black-Scholes option-pricing model and is affected by changes in inputs to that model including our stock price, expected stock price volatility, the contractual term, and the risk-free interest rate. The Convertible Notes were reclassified to equity which amounted to $2.4 million. | ||||||||||||||
Conversion option of Redeemable Preferred stock | ||||||||||||||
The embedded conversion option for the Series D Preferred was recorded as a derivative liability under ASC 815 in the consolidated balance sheet until its conversion to common stock in 2012. The fair value of the derivative liability was determined using the Black-Scholes option-pricing model and is affected by changes in inputs to that model including the Company’s stock price, expected stock price volatility, the contractual term, and the risk-free interest rate. The derivative liability was re-measured resulting in income of $0.1 million for the year ended December 31, 2012 in the Company’s Consolidated Statement of Operations until the preferred stock was converted on October 9, 2012 into common stock and $1.4 million was recorded in equity. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Fair Value Measurements | Fair Value Measurements | |||||||||||||||
The Company adopted the accounting guidance on fair value measurements for financial assets and liabilities measured on a recurring basis. The guidance requires fair value measurements be classified and disclosed in one of the following three categories: | ||||||||||||||||
• | Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | |||||||||||||||
• | Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; | |||||||||||||||
• | Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). | |||||||||||||||
The following fair value hierarchy table presents information about each major category of the Company’s financial assets and liability measured at fair value on a recurring basis as of December 31, 2014 and 2013: | ||||||||||||||||
Fair value measurement using | ||||||||||||||||
($ in thousands) | Quoted prices in | Significant | Significant | Total | ||||||||||||
active markets | other | unobservable | ||||||||||||||
(Level 1) | observable | inputs | ||||||||||||||
inputs (Level 2) | (Level 3) | |||||||||||||||
Balance at December 31, 2014 | ||||||||||||||||
Assets: | ||||||||||||||||
Cash and cash equivalents | $ | 37,495 | $ | — | $ | — | $ | 37,495 | ||||||||
Liabilities: | ||||||||||||||||
Warrant liability | $ | — | $ | — | $ | 11,286 | $ | 11,286 | ||||||||
Fair value measurement using | ||||||||||||||||
($ in thousands) | Quoted prices in | Significant | Significant | Total | ||||||||||||
active markets | other | unobservable | ||||||||||||||
(Level 1) | observable | inputs | ||||||||||||||
inputs (Level 2) | (Level 3) | |||||||||||||||
Balance at December 31, 2013 | ||||||||||||||||
Assets: | ||||||||||||||||
Cash and cash equivalents | $ | 60,033 | $ | — | $ | — | $ | 60,033 | ||||||||
Liabilities: | ||||||||||||||||
Warrant liability | $ | — | $ | — | $ | 15,216 | $ | 15,216 | ||||||||
The reconciliation of warrant liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows: | ||||||||||||||||
($ in thousands) | Warrant Liability | |||||||||||||||
Balance at December 31, 2011 | $ | 23,754 | ||||||||||||||
Issuance of additional warrants | 6,766 | |||||||||||||||
Exercise of warrants | (11 | ) | ||||||||||||||
Extinguishment of debt related to warrants | 4,410 | |||||||||||||||
Change in fair value of warrant liability | (20,404 | ) | ||||||||||||||
Balance at December 31, 2012 | $ | 14,515 | ||||||||||||||
Exercise of warrants | (352 | ) | ||||||||||||||
Cancellation of warrants | (41 | ) | ||||||||||||||
Change in fair value of warrant liability | 1,094 | |||||||||||||||
Balance at December 31, 2013 | $ | 15,216 | ||||||||||||||
Exercise of warrants | — | |||||||||||||||
Cancellation of warrants | — | |||||||||||||||
Change in fair value of warrant liability | (3,930 | ) | ||||||||||||||
Balance at December 31, 2014 | $ | 11,286 | ||||||||||||||
The fair value of the warrant liability is based on Level 3 inputs. For this liability, the Company developed its own assumptions that do not have observable inputs or available market data to support the fair value. See Note 7 for further discussion of the warrant liability. | ||||||||||||||||
The reconciliation of derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows: | ||||||||||||||||
Derivative | ||||||||||||||||
Liability | ||||||||||||||||
Balance at January 1, 2012 | 534 | |||||||||||||||
Issuance of additional preferred stock and other | 793 | |||||||||||||||
Conversion of preferred stock | (1,350 | ) | ||||||||||||||
Change in fair value of derivative liability | 23 | |||||||||||||||
Balance at December 31, 2012 | — | |||||||||||||||
The fair value of the derivative liability is based on Level 3 inputs. For this liability, the Company developed its own assumptions that do not have observable inputs or available market data to support the fair value. |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Share-Based Compensation | Share-Based Compensation | ||||||||||||
Our board of directors (the “Board”) adopted the 2009 Equity Incentive Plan (as amended to date, the “Plan”) effective September 3, 2009. The Plan is intended to further align the interests of the Company and its stockholders with its employees, including its officers, non-employee directors, consultants and advisors by providing incentives for such persons to exert maximum efforts for the success of the Company. The Plan allows for the issuance of up to 5,600,000 shares of the Company’s common stock. In addition, there were 206,000 options issued outside of the Plan to consultants. | |||||||||||||
The types of awards that may be granted under the Plan include options (both nonqualified stock options and incentive stock options), stock appreciation rights, stock awards, stock units, and other share-based awards. The term of each award is determined by the Board at the time each award is granted, provided that the terms of options may not exceed ten years. Vesting schedules for the stock options vary, but generally vest 25% per year, over four years . The Plan had 3,530,553 options available for grant as of December 31, 2014. | |||||||||||||
Total stock-based compensation expense recognized using the straight-line attribution method in the consolidated statement of operations for the years ended December 31 is as follows: | |||||||||||||
($ in thousands) | 2014 | 2013 | 2012 | ||||||||||
Stock option compensation expense for employees and directors | $ | 1,236 | $ | 1,045 | $ | 1,200 | |||||||
Equity awards for nonemployees issued for services | 3 | 105 | 24 | ||||||||||
Total stock-based compensation expense | $ | 1,239 | $ | 1,150 | $ | 1,224 | |||||||
During the years ended December 31, 2014, 2013 and 2012, the weighted average fair market value using the Black-Scholes option-pricing model of the options granted was $2.64, $2.79 and $5.00, respectively. | |||||||||||||
The fair market value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions for the years ended December 31: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Expected life | 5 years, 11 months | 5 years, 7 months | 5 years, 8 months | ||||||||||
Interest rate | 1.9 | % | 1.6 | % | 1.6 | % | |||||||
Dividend yield | — | — | — | ||||||||||
Volatility | 70 | % | 71 | % | 64 | % | |||||||
Number of shares | Weighted- | Weighted- | Aggregate | ||||||||||
average | average | intrinsic | |||||||||||
exercise | remaining | value | |||||||||||
price | contractual term | ||||||||||||
(in years) | |||||||||||||
Outstanding at December 31, 2011 | 544,340 | $ | 19.25 | 7 years, 6 months | $ | — | |||||||
Granted | 38,000 | $ | 8.02 | ||||||||||
Forfeited | (20,315 | ) | $ | 15.48 | |||||||||
Outstanding at December 31, 2012 | 562,025 | $ | 18.56 | 7 years | $ | — | |||||||
Granted | 1,532,000 | $ | 4.15 | ||||||||||
Forfeited | (25,305 | ) | $ | 14.71 | |||||||||
Outstanding at December 31, 2013 | 2,068,720 | $ | 7.93 | 8 years, 5 months | $ | 544 | |||||||
Granted | 348,000 | $ | 4.19 | ||||||||||
Expired | (51,637 | ) | $ | 21.61 | |||||||||
Forfeited | (278,633 | ) | $ | 4.45 | |||||||||
Outstanding at December 31, 2014 | 2,086,450 | $ | 7.43 | 7 years, 2 months | $ | — | |||||||
Exercisable at December 31, 2014 | 1,100,250 | $ | 10.63 | 7 years, 2 months | $ | — | |||||||
The total fair value of shares vested during the years ended December 31, 2014, 2013 and 2012 was $1.2 million, $1.2 million, and $1.3 million, respectively. There were no exercises of vested stock options during the years ended 2014, 2013 and 2012. As of December 31, 2014, there was $2.1 million of total unrecognized compensation cost, related to nonvested stock options which vest over time. That cost is expected to be recognized over a weighted-average period of 3.8 years. As of December 31, 2014, there were 986,200 nonvested stock options, with a weighted average exercise price of $3.86 and an average intrinsic value of $0. As of December 31, 2014, there was no unrecognized compensation cost related to performance-based nonvested consultant options. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | Note 12. Income Taxes | |||||||||||
Fibrocell Science, Inc. and Fibrocell Technologies, Inc. file a consolidated U.S. Federal income tax return, and file U.S. state income tax returns in several jurisdictions as well. In general, the U.S. federal and state income tax returns remain open to examination by taxing authorities for tax years beginning in 2011 to present. However, if and when the Company claims net operating loss (“NOL”) carryforwards from years prior to 2011 against future taxable income, those losses may be examined by the taxing authorities as well. The Company's foreign subsidiaries file income tax returns in their respective jurisdictions. | ||||||||||||
The components of the income tax expense/(benefit) related to continuing operations, are as follows: | ||||||||||||
Year ended December 31, | Year ended December 31, | Year ended December 31, | ||||||||||
($ in thousands) | 2014 | 2013 | 2012 | |||||||||
U.S. Federal: | ||||||||||||
Current | $ | — | $ | — | $ | — | ||||||
Deferred | — | — | (2,068 | ) | ||||||||
U.S. State: | ||||||||||||
Current | — | — | — | |||||||||
Deferred | — | — | (432 | ) | ||||||||
$ | — | $ | — | $ | (2,500 | ) | ||||||
The reconciliation between income taxes/(benefit) at the U.S. federal statutory rate and the amount recorded in the accompanying consolidated financial statements is as follows: | ||||||||||||
Year ended December 31, | Year ended December 31, | Year ended December 31, | ||||||||||
($ in thousands) | 2014 | 2013 | 2012 | |||||||||
Tax benefit at U.S. federal statutory rate | $ | (8,977 | ) | $ | (11,044 | ) | $ | (5,475 | ) | |||
Increase in domestic valuation allowance | 11,109 | 11,626 | 11,127 | |||||||||
State income taxes/(benefit) before valuation allowance, net of federal benefit | (846 | ) | (1,026 | ) | (1,971 | ) | ||||||
Capital loss limitation | — | — | (817 | ) | ||||||||
Loss on extinguishment of debt | — | — | 1,966 | |||||||||
Derivative revaluation expense | — | — | 8 | |||||||||
Warrant revaluation and other finance (income)/expense | (1,375 | ) | 369 | (7,141 | ) | |||||||
Other | 89 | 75 | (197 | ) | ||||||||
$ | — | $ | — | $ | (2,500 | ) | ||||||
The components of the Company’s net deferred tax assets and liabilities at December 31, 2014, 2013 and 2012 are as follows: | ||||||||||||
($ in thousands) | 31-Dec-14 | 31-Dec-13 | 31-Dec-12 | |||||||||
Deferred tax liabilities: | ||||||||||||
Intangible assets | $ | 2,001 | $ | 2,247 | $ | 2,282 | ||||||
Total deferred tax liabilities | $ | 2,001 | $ | 2,247 | $ | 2,282 | ||||||
Deferred tax assets: | ||||||||||||
Loss carryforwards | $ | 63,560 | $ | 54,253 | $ | 49,598 | ||||||
Capital loss carryforward | 841 | 844 | 817 | |||||||||
Property and equipment | 1,135 | 1,149 | 1,327 | |||||||||
License fees | 7,055 | 5,393 | — | |||||||||
Accrued expenses and other | 602 | 412 | 360 | |||||||||
Stock compensation | 2,953 | 2,698 | 2,492 | |||||||||
Total deferred tax assets | 76,146 | 64,749 | 54,594 | |||||||||
Less: valuation allowance | (74,145 | ) | (62,502 | ) | (52,312 | ) | ||||||
Total deferred tax assets | $ | 2,001 | $ | 2,247 | $ | 2,282 | ||||||
Net deferred tax assets | $ | — | $ | — | $ | — | ||||||
As of December 31, 2014, the Company had generated U.S. net operating loss carryforwards of approximately $167.5 million which expire from 2018 to 2034. The NOL carryforwards are available to reduce future taxable income. However, the NOL carryforwards become subject to an annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, as well as similar state tax provisions. This could limit the amount of NOLs that we can utilize annually to offset future taxable income or tax liabilities. The amount of the annual limitation, if any, will be determined based on the value of our company immediately prior to an ownership change. Subsequent ownership changes may further affect the limitation in future years. Additionally, U.S. tax laws limit the time during which these carryforwards may be applied against future taxes, therefore, we may not be able to take full advantage of these carryforwards for federal income tax purposes. In addition, the Company has NOL carryforwards in certain non-US jurisdictions of approximately $25.5 million. However, it is not expected that these non-U.S. loss carryforwards will ever be utilized, so they are not included in the components of deferred taxes listed above. The Company does not plan to have material operations in the non-U.S. jurisdictions in the foreseeable future, and does not know when or if income will ever be generated in these foreign jurisdictions. Finally, there are no unremitted earnings in foreign jurisdictions, so no provision for taxes thereupon is required. | ||||||||||||
As the Company has had cumulative losses and there is no assurance of future taxable income, valuation allowances have been recorded to fully offset the deferred tax asset at December 31, 2014, 2013, and 2012. The valuation allowance increased by $11.6 million, $10.2 million, and $11.1 million during 2014, 2013, and 2012, respectively, primarily due to the impact from the current year net losses incurred. |
Collaboration_with_Related_Par
Collaboration with Related Party | 12 Months Ended |
Dec. 31, 2014 | |
Text Block [Abstract] | |
Collaboration with Related Party | Collaboration with Related Party |
Intrexon is an affiliate of our largest shareholder, NRM VII Holdings I, LLC. In addition, two of our seven directors are also affiliates of NRM VII Holdings I, LLC. | |
On October 5, 2012, the Company entered into a Channel Agreement with Intrexon that governs a “channel collaboration” arrangement. The Channel Agreement grants the Company an exclusive license to use proprietary technologies and other intellectual property of Intrexon to develop and commercialize certain products in the United States. Through the original collaboration with Intrexon, the Company is exploring the use of gene therapy applied to fibroblast cells to treat patients with collagen deficient diseases. The Company is working to apply gene therapy to fibroblasts with the gene to produce collagen VII to treat patients with recessive dystrophic epidermolysis bullosa (“RDEB”). This development concept utilizes applying gene therapy to fibroblasts to up-regulate and produce collagen VII in a controlled manner for localized or systematic treatment of RDEB. | |
In connection with the execution of the Channel Agreement on October 5, 2012, the Company entered into a Stock Issuance Agreement with Intrexon. In connection with the stock issuance, Intrexon became a party to the Registration Rights Agreement, which provides Intrexon with a demand registration right with respect to the resale of the Technology Access Shares. For additional details see Note 9. | |
On June 28, 2013, the Company and Intrexon entered into a First Amendment to the parties’ Channel Agreement. The Amendment broadens the existing collaboration to include potential treatments based on engineered autologous fibroblast cells for the localized treatment of autoimmune and inflammatory disorders including morphea profunda / linear scleroderma, cutaneous eosinophilias and moderate to severe psoriasis. In connection with the execution of the First amendment to the Channel Agreement on June 28, 2013, the Company entered into a Supplemental Stock Issuance Agreement with Intrexon. For additional details see Note 9. | |
On January 10, 2014, the Company and Intrexon entered into a Second Amendment to the parties’ Exclusive Channel Collaboration Agreement dated October 5, 2012, as previously amended on September 28, 2013 (the “Channel Agreement” and such previous amendment, the “First Amendment”). The Channel Agreement provides for a “channel collaboration” arrangement governing a strategic collaboration for the development and commercialization of autologous fibroblasts and autologous dermal cells, with and without gene therapy, in the United States. The Channel Agreement originally granted the Company an exclusive license to use proprietary technologies and other intellectual property of Intrexon to research, develop, use, import, export, make, have made, sell, and offer for sale certain products in the field in the United States. | |
Pursuant to the Channel Agreement and Amendments, the Company engaged Intrexon for support services for the development of new products covered under the Channel Agreement and Amendment, and will reimburse Intrexon for its fully-loaded cost for time and materials for transgenes, cell processing, or other work performed by Intrexon for such research and manufacturing. For the years ended December 31, 2014, 2013 and 2012, the Company incurred expenses of $4.2 million, $3.7 million and $0.1 million, respectively, for work performed. As of December 31, 2014 and 2013, the Company had outstanding trade payables with Intrexon of $1.0 million and $1.3 million, respectively. The Company will pay quarterly cash royalties on improved products equal to one-third of cost of goods sold savings less any such savings developed by the Company outside of the Channel Agreement or Amendment. On all other developed products, the Company will pay Intrexon quarterly cash royalties of 7% on aggregate annualized net sales up to $100 million, and 14% on aggregate annualized net sales greater than $100 million. Sales from the Company’s products (including new indications) marketed at the time of the Channel Agreement are not subject to royalty payments unless they are improved upon through the Channel Agreement. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||
Commitments and Contingencies | Commitments and Contingencies | |||||||||||||||||||
Leases | ||||||||||||||||||||
On April 6, 2005, the Company entered into a non-cancellable operating lease (the “Lease”) for its office, warehouse and laboratory facilities in Exton, Pennsylvania. The lease agreement had a term of 8 years. On February 17, 2012, the Company entered into an amended and restated lease (the “Amended Lease”) for an additional term of 10 years through the year 2023. The Lease and the Amended Lease provide for rent payments escalating on an annual basis. In accordance with ASC 840-20 Operating Leases, the Company calculated the total minimum payments under the lease and divided them equally over the life of the lease to account for the lease on a straight-line basis. The Company has the option to renew the lease for an additional 5 years at fair market value. Rental expense totaled $1.6 million, $1.5 million and $1.4 million for the years ended December 31, 2014, 2013 and 2012, respectively. | ||||||||||||||||||||
License Agreements | ||||||||||||||||||||
On May 3, 2012, the Company entered into an exclusive license agreement with The Regents of the University of California, under which the Company acquired the rights to commercially apply discoveries resulting from the scientific collaboration between the University of California, Los Angeles (“UCLA”) and the Company. Under the terms of the license agreement, the Company agreed to pay UCLA a non-refundable initial license fee and to pay UCLA an annual license maintenance fee of a percentage of product royalties, and milestone payments based on the Company’s achievement of certain clinical and regulatory related milestones for these rights. The Company’s ability to meet the milestones is dependent on a number of factors including final approvals by regulatory agencies and the continued enforceability of patent claims. | ||||||||||||||||||||
On June 13, 2014 the Company entered into two exclusive license agreements with The Regents of the University of California. Pursuant to the first exclusive license agreement (the “BMP2 Agreement”), UCLA granted to the Company an exclusive, sublicensable right and license to use certain patent rights developed in collaboration between UCLA and the Company relating to the use of human skin cells to produce Bone Morphogenetic Protein (BMP2) for use in osteogenic therapies. In consideration of the license granted under the BMP2 Agreement, the Company will pay UCLA a license issue fee, certain one-time milestone payments, a license maintenance fee, earned royalties on net sales of all licensed products (including sales by sublicensees and affiliates) and a percentage of amounts received from sublicensing activities. The Company is subject to minimum annual royalty payments to UCLA beginning after first commercial sale of a licensed product. | ||||||||||||||||||||
Under the terms of the second of the exclusive license agreements (the “Genomic Stability Agreement”), UCLA granted to the Company an exclusive, sublicensable right and license to use certain patent rights developed in collaboration between UCLA and the Company relating to media that promotes genomic stability in induced pluripotent stem cell cultures for all research and commercialization purposes. In consideration of the license granted under the Genomic Stability Agreement, the Company will pay to UCLA a license issue fee, certain one-time milestone payments, a license maintenance fee, earned royalties on net sales of all licensed products (including sales by affiliates) and a percentage of amounts received from sublicensing activities. The Company is subject to minimum annual royalty payments to UCLA beginning after first commercial sale of a licensed product. | ||||||||||||||||||||
On May 3, 2012, the Company also entered into a sponsored research agreement with the Massachusetts Institute of Technology (“MIT”). Research is currently focused on mesenchymal stem cells derived from adult human skin. The agreement is currently scheduled to terminate in June 2015. | ||||||||||||||||||||
The amounts in the table below assume the foregoing agreements are continued through their respective terms. The agreements may be terminated at the option of either party. In such event, the Company’s obligation would be limited to costs through the date of such termination. | ||||||||||||||||||||
Contractual Obligations | ||||||||||||||||||||
The following table summarizes the Company’s contractual obligations as of December 31, 2014: | ||||||||||||||||||||
Payments due by period | ||||||||||||||||||||
($ in thousands) | Total | 2015 | 2016 | 2018 | 2020 | |||||||||||||||
and 2017 | and 2019 | and thereafter | ||||||||||||||||||
License fee obligations(1) | $ | 950 | $ | 483 | $ | 308 | $ | 106 | $ | 53 | ||||||||||
Operating lease obligations(2) | $ | 11,168 | $ | 1,211 | $ | 2,508 | $ | 2,670 | $ | 4,779 | ||||||||||
Total | $ | 12,118 | $ | 1,694 | $ | 2,816 | $ | 2,776 | $ | 4,832 | ||||||||||
(1)Obligations for license agreement with the University of California, Los Angeles (UCLA) and sponsored research agreement with the Massachusetts Institute of Technology (MIT). The amounts in the table assume the foregoing agreements are continued through their respective terms. The agreements may be terminated at the option of either party. In such event, the Company’s obligation would be limited to costs through the date of such termination. | ||||||||||||||||||||
(2)Operating lease obligations are stated based on the Amended Lease agreement for the office, warehouse and laboratory facilities executed in February 2012. |
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Supplemental Cash Flow Elements [Abstract] | ||||||||||||
Supplemental Cash Flow Information | Supplemental Cash Flow Information | |||||||||||
The following table contains additional cash flow information for the years ended: | ||||||||||||
($ in thousands) | December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||||
Supplemental disclosures of cash flow information: | ||||||||||||
Cash paid for interest | $ | — | $ | — | $ | 1,885 | ||||||
Cash paid for income taxes | $ | — | $ | — | $ | — | ||||||
Non-cash investing and financing activities: | ||||||||||||
Subscription receivable | $ | — | $ | — | $ | 2,004 | ||||||
Conversion of note payable | $ | — | $ | — | $ | 2,385 | ||||||
Issuance of additional warrants | $ | — | $ | — | $ | 11,077 | ||||||
Conversion of preferred stock derivative balance into common stock | $ | — | $ | — | $ | 1,350 | ||||||
Cashless exercise of warrants previously recorded as a liability | $ | — | $ | 298 | $ | 17 | ||||||
Warrant liability reclassified to equity | $ | — | $ | — | $ | 15,048 | ||||||
Accrued derivative liability | $ | — | $ | — | $ | 793 | ||||||
Discontinued_Operations
Discontinued Operations | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Discontinued Operations and Disposal Groups [Abstract] | ||||
Discontinued Operations | Discontinued Operations | |||
On August 31, 2012, the Company sold all of the shares of common stock of Agera held by the Company, which represented 57% of the outstanding common stock of Agera, to Rohto Pharmaceutical Co., Ltd. for approximately $1.0 million. Accordingly, all operating results from continuing operations exclude the results for Agera which are presented as discontinued operations. The Company recorded a gain for the year ended December 31, 2012 of approximately $0.5 million on the sale. | ||||
The financial results of Agera are classified as discontinued operations in the accompanying Consolidated Statement of | ||||
Operations for the year ended December 31, 2012. | ||||
Summary financial information related to discontinued operations is as follows: | ||||
($ in thousands) | Year ended, December 31, 2012 | |||
Product sales | $ | 516 | ||
Cost of sales | 275 | |||
Gross profit | 241 | |||
Operating income (loss) | $ | 27 | ||
Net loss | $ | (2 | ) | |
In addition, there were other minimal losses from foreign subsidiaries which were classified as discontinued operations | ||||
for the year ended December 31, 2012. |
Quarterly_Financial_Informatio
Quarterly Financial Information (unaudited and restated) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Quarterly Financial Information (unaudited and restated) | Quarterly Financial Information (unaudited) | |||||||||||||||
This table summarizes the unaudited consolidated financial results of operations for the quarters ended (amounts in thousands except per share data): | ||||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||||
2014 Quarter Ended | ||||||||||||||||
Net product sales | $ | 46 | $ | 58 | $ | 20 | $ | 56 | ||||||||
Cost of sales | 793 | 547 | 512 | 460 | ||||||||||||
Gross loss | (747 | ) | (489 | ) | (492 | ) | (404 | ) | ||||||||
Operating expenses | 10,253 | 6,107 | 5,699 | 5,763 | ||||||||||||
Other income (expense) | (3,009 | ) | 4,339 | 179 | 2,795 | |||||||||||
Net loss | $ | (14,009 | ) | $ | (2,257 | ) | $ | (6,012 | ) | $ | (3,372 | ) | ||||
Basic net loss per share | $ | (0.35 | ) | $ | (0.06 | ) | $ | (0.15 | ) | $ | (0.08 | ) | ||||
Diluted net loss per share | $ | (0.35 | ) | $ | (0.09 | ) | $ | (0.17 | ) | $ | (0.09 | ) | ||||
2013 Quarter Ended | ||||||||||||||||
Net product sales | $ | 26 | $ | 62 | $ | 68 | $ | 44 | ||||||||
Cost of sales | 2,213 | 2,104 | 1,792 | 1,392 | ||||||||||||
Gross loss | (2,187 | ) | (2,042 | ) | (1,724 | ) | (1,348 | ) | ||||||||
Operating expenses | 3,721 | 3,777 | 11,401 | 4,303 | ||||||||||||
Other income (expense) | 1,338 | (8,818 | ) | 6,520 | (91 | ) | ||||||||||
Net loss | $ | (4,570 | ) | $ | (14,637 | ) | $ | (6,605 | ) | $ | (5,742 | ) | ||||
Basic net loss per share | $ | (0.17 | ) | $ | (0.63 | ) | $ | (0.24 | ) | $ | (0.15 | ) | ||||
Diluted net loss per share | $ | (0.18 | ) | $ | (0.63 | ) | $ | (0.31 | ) | $ | (0.15 | ) |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Use of Estimates | Use of Estimates | ||
The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and notes. In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows. Actual results may differ materially from those estimates. | |||
Principles of Consolidation | Principles of Consolidation | ||
These consolidated financial statements include the accounts of Fibrocell and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. | |||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||
The Company considers highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. | |||
Concentration of Credit Risk | Concentration of Credit Risk | ||
As of December 31, 2014, the Company maintains its operating cash with one major U.S. domestic bank and the remainder of its cash and cash equivalents as a money market fund with one major global bank. Federal insurance coverage on our operating cash amounted to $250,000 per depositor at each financial institution, and the Company’s non-interest bearing cash balances may exceed federally insured limits. The terms of these deposits are on demand to minimize risk. The Company has not incurred losses related to these deposits. | |||
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts | ||
Accounts receivable are recorded at the invoiced amount, net of related cash discounts, and do not bear interest. The Company does not have any off-balance sheet exposure related to the Company’s customers. The Company maintains an allowance for doubtful accounts related to its accounts receivable that have been deemed to have a high risk of collectability. Management reviews its accounts receivable on a monthly basis to determine if any receivables will potentially be uncollectible. Management analyzes historical collection trends and changes in its customer payment patterns, customer concentration and creditworthiness when evaluating the adequacy of its allowance for doubtful accounts. In its overall allowance for doubtful accounts, the Company includes any receivable balances that are determined to be uncollectible. Based on the information available, management believes the allowance for doubtful accounts is adequate; however, actual write-offs might exceed the recorded allowance. | |||
Inventory | Inventory | ||
Inventories are determined at the lower of cost or market value, with cost determined under specific identification and on the first-in-first-out method. Inventories consist of raw materials and work-in-process. | |||
Property and Equipment | Property and Equipment | ||
Property and equipment is carried at acquisition cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful life of the asset. The cost of repairs and maintenance is charged to expense as incurred. As of December 31, 2013, the useful life for all property and equipment was three years, except for leasehold improvements which were depreciated over the remaining lease term or the life of the asset, whichever was shorter. In the first quarter of 2014, the Company adjusted its useful lives to reflect the expected consumption of the economic benefit of these assets as noted in the following table: | |||
Property and equipment category | Useful life | ||
Laboratory equipment | 6 years | ||
Computer equipment and software | 3 years | ||
Furniture and fixtures | 10 years | ||
Leasehold improvements | Lesser of remaining lease term or life of asset | ||
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) ASC Topic 250 Accounting Changes and Error Corrections, the Company accounted for this change in useful lives as a change in estimate, with prospective application only. The impact of this change in estimate on depreciation expense was immaterial to the results on the Consolidated Statements of Operations. | |||
Intangible Assets | Intangible Assets | ||
Intangible assets are research and development assets related to the Company’s primary study on azficel-T that was recognized upon emergence from bankruptcy. The portion of the reorganization value which was attributed to identified intangible assets was $6.3 million. Effective January 1, 2012, the Company launched LAVIV® and as a result, the research and development intangible assets related to the Company’s primary study are considered finite-lived intangible assets and are being amortized over 12 years. For each of the years ended December 31, 2014, 2013 and 2012, amortization expense was approximately $0.6 million. The Company expects to amortize approximately $0.6 million for each of the next five years. | |||
Finite-lived intangible assets are recorded at cost, net of accumulated amortization and, if applicable, impairment charges. Amortization of finite-lived intangible assets is provided over their estimated useful lives on a straight-line basis. In accordance with Financial Accounting Standards Board Accounting Standard Codification (“ASC”) 360-10-35 Impairment or Disposal of Long-Lived Assets, the Company reviews its finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. There was no impairment expense recognized for the years ended December 31, 2014, 2013 or 2012. | |||
Warrant Liability | Warrant Liability | ||
The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Stock warrants are accounted for as a derivative in accordance with Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”) if the stock warrants contain “down-round protection” or other terms that could potentially require “net cash settlement” and therefore, do not meet the scope exception for treatment as a derivative. Since “down-round protection” is not an input into the calculation of the fair value of the warrants, the warrants cannot be considered indexed to the Company’s own stock which is a requirement for the scope exception as outlined under ASC 815. Warrant instruments that could potentially require “net cash settlement” in the absence of express language precluding such settlement and those which include “down-round provisions” are initially classified as derivative liabilities at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. The Company will continue to classify the fair value of the warrants that contain “down-round protection” and “net cash settlement” as a liability until the warrants are exercised, expire or are amended in a way that would no longer require these warrants to be classified as a liability. For additional discussion on warrants, see Note 7. | |||
Revenue Recognition | Revenue Recognition | ||
The Company recognizes revenue over the period LAVIV® is shipped for injection in accordance with ASC 605 Revenue Recognition (“ASC 605”). In general, ASC 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services rendered, (3) the fee is fixed and determinable and (4) collectability is reasonably assured. Revenue from the sale of LAVIV® is not recognized until the first shipment for an injection is shipped. | |||
Cost of Sales | Cost of Sales | ||
Cost of sales includes the costs related to the processing of cells for LAVIV®, including direct and indirect costs. Beginning in 2014, cost of sales is accounted for using a standard cost system which allocates the direct costs associated with the Company’s manufacturing, facility, quality control, and quality assurance operations as well as overhead costs. The principal reason for the relatively small level of revenue as compared to the cost of sales is that the Company changed corporate strategy in late 2013 to de-emphasize sales of LAVIV® into the aesthetic markets, and towards further research and development of the underlying azficel-T process as well as on developing first-in-class treatments for rare and serious skin and connective tissue diseases with high unmet medical needs. | |||
Research and Development Expenses | Research and Development Expenses | ||
Research and development costs are expensed as incurred and include salaries and benefits, costs paid to third party contractors to perform research, conduct clinical trials, develop and manufacture drug materials and delivery devices, and a portion of facilities cost. Research and development costs also include costs to manufacture product for clinical trial use and to develop manufacturing, cell collection and logistical process improvements. | |||
Clinical trial costs are a significant component of research and development expenses and include costs associated with third party contractors. Invoicing from third party contractors for services performed can lag several months. The Company accrues the costs of services rendered in connection with third party contractor activities based on its estimate of management fees, site management and monitoring costs and data management costs. | |||
Stock-based Compensation | Stock-based Compensation | ||
The Company accounts for stock-based awards to employees using the fair value based method to determine compensation for all arrangements where shares of stock or equity instruments are issued for compensation. In addition, the Company accounts for stock-based compensation to nonemployees in accordance with the accounting guidance for equity instruments that are issued to other than employees. The Company uses a Black-Scholes option-pricing model to determine the fair value of each option grant as of the date of grant for expense incurred. The Black-Scholes model requires inputs for risk-free interest rate, dividend yield, expected stock price volatility and expected life of the options. Expected stock price volatility is based on historical volatility of the Company’s stock and the stock of the Company’s peer companies. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. The expected life for options granted represents the period of time that options granted are expected to be outstanding and is derived from the contractual terms of the options granted. The Company estimates future forfeitures of options based upon expected forfeiture rates. | |||
Income Taxes | Income Taxes | ||
An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss (NOLs) carryover. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. | |||
In the event the Company is charged interest or penalties related to income tax matters, the Company would record such interest as interest expense and would record such penalties as other expense in the consolidated statements of operations. No such charges have been incurred by the Company. For each of the years ended December 31, 2014, 2013 and 2012, the Company had no uncertain tax positions. | |||
At December 31, 2014, and December 31, 2013, the Company has provided a full valuation allowance for the net deferred tax assets, the large majority of which relates to the future benefit of loss carryovers. The tax years 2011 through the present remain open to examination by the major taxing jurisdictions to which the Company is subject. | |||
Loss per share data | Loss Per Share Data | ||
Basic loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during a period. The diluted loss per share calculation gives effect to dilutive options, warrants, convertible notes, convertible preferred stock, and other potential dilutive common stock including selected restricted shares of common stock outstanding during the period. Diluted loss per share is based on the treasury stock method and includes the effect from potential issuance of common stock, such as shares issuable pursuant to the exercise of stock options and warrants, assuming the exercise of all in-the-money stock options and warrants. Common share equivalents have been excluded where their inclusion would be anti-dilutive. | |||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||
The carrying values of certain of the Company’s financial instruments, including cash equivalents and accounts payable approximates fair value due to their short maturities. Warrant liability is also recorded at fair value. The fair values of the Company’s long term obligations are based on assumptions concerning the amount and timing of estimated future cash flows and assumed discount rates reflecting varying degrees of risk. The carrying values of the Company’s long term obligations approximate their fair values. | |||
New Accounting Pronouncements, Policy | Recently Issued Accounting Pronouncements | ||
In January 2015, the FASB issued ASU No. 2015-01, "Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items", which eliminates from U.S. GAAP the concept of extraordinary items. The pronouncement is effective for annual reporting periods ending after December 15, 2015 with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. | |||
In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern", which defines management’s responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provided related footnote disclosures. The pronouncement is effective for annual reporting periods ending after December 15, 2016 with early adoption permitted. The adoption of this guidance will require the Company to disclose its evaluation of its ability to continue as a going concern in the footnotes to the financial statements. | |||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” which supersedes the current revenue recognition requirements under ASC Topic 605, “Revenue Recognition”. The standard’s core principle is that a company will recognize revenue when it transfers 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. It also provides a five step approach to achieve this principle. For public entities, the new guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. Based on current operating conditions, the adoption of this guidance does not have a material impact on the Company’s financial statements; however, it may have a material impact in the future. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Schedule of Accounts, Notes, Loans and Financing Receivable | The following table summarizes the changes in the allowance for doubtful accounts receivable for the indicated periods: | ||||||||||||
Balance at beginning of year | Additions charged to earnings | Uncollectible receivables written off, net of recoveries | Balance at end of year | ||||||||||
31-Dec-14 | 5 | 12 | (2 | ) | 17 | ||||||||
31-Dec-13 | 25 | (20 | ) | — | 5 | ||||||||
31-Dec-12 | — | 25 | — | 25 | |||||||||
Schedule of computation of basic and diluted earnings per share | Basic loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during a period. The diluted loss per share calculation gives effect to dilutive options, warrants, convertible notes, convertible preferred stock, and other potential dilutive common stock including selected restricted shares of common stock outstanding during the period. Diluted loss per share is based on the treasury stock method and includes the effect from potential issuance of common stock, such as shares issuable pursuant to the exercise of stock options and warrants, assuming the exercise of all in-the-money stock options and warrants. Common share equivalents have been excluded where their inclusion would be anti-dilutive. | ||||||||||||
For the Twelve Months Ended December 31, | |||||||||||||
($ in thousands except share and per share data) | 2014 | 2013 | 2012 | ||||||||||
Loss per share — Basic: | |||||||||||||
Numerator for basic loss per share | $ | (25,650 | ) | $ | (31,554 | ) | $ | (12,711 | ) | ||||
Denominator for basic loss per share | 40,789,445 | 29,830,207 | 8,965,098 | ||||||||||
Basic loss per common share | $ | (0.63 | ) | $ | (1.06 | ) | $ | (1.42 | ) | ||||
Loss per share — Diluted: | |||||||||||||
Numerator for basic loss per share | $ | (25,650 | ) | $ | (31,554 | ) | $ | (12,711 | ) | ||||
Adjust: Fair value of dilutive warrants outstanding | 2,840 | 2,270 | 11,091 | ||||||||||
Numerator for diluted loss per share | $ | (28,490 | ) | $ | (33,824 | ) | $ | (23,802 | ) | ||||
Denominator for basic loss per share | 40,789,445 | 29,830,207 | 8,965,098 | ||||||||||
Plus: Incremental shares underlying “in the money” warrants outstanding | 179,954 | 366,409 | 181,962 | ||||||||||
Denominator for diluted loss per share | 40,969,399 | 30,196,616 | 9,147,060 | ||||||||||
Diluted loss per common share | $ | (0.70 | ) | $ | (1.12 | ) | $ | (2.60 | ) | ||||
Securities Excluded from Calculation of Weighted-Average Shares Outstanding | The following potentially dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding, as their effect would be anti-dilutive: | ||||||||||||
For the Twelve Months Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Shares underlying “out of the money” options outstanding | 2,086,450 | 1,070,720 | 562,025 | ||||||||||
Shares underlying “in the money” options outstanding | — | 998,000 | — | ||||||||||
Shares underlying “out of the money” warrants outstanding | 4,831,352 | 4,831,352 | 4,845,352 | ||||||||||
Shares underlying “in the money” warrants outstanding | — | — | 1,320 | ||||||||||
Inventory_Tables
Inventory (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventories | Inventories consisted of the following as of: | |||||||
($ in thousands) | December 31, | December 31, | ||||||
2014 | 2013 | |||||||
Raw materials | $ | 357 | $ | 511 | ||||
Work-in-process | 214 | 86 | ||||||
Inventory | $ | 571 | $ | 597 | ||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment | Property and equipment consisted of the following as of: | |||||||
($ in thousands) | December 31, | December 31, | ||||||
2014 | 2013 | |||||||
Laboratory equipment | $ | 1,279 | $ | 1,045 | ||||
Computer equipment and software | 206 | 179 | ||||||
Furniture and fixtures | 49 | 15 | ||||||
Leasehold improvements | 772 | 448 | ||||||
Construction-in-process | 343 | 749 | ||||||
2,649 | 2,436 | |||||||
Less: Accumulated depreciation | (1,051 | ) | (735 | ) | ||||
Property and equipment, net | $ | 1,598 | $ | 1,701 | ||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accrued Expenses | Accrued expenses consisted of the following as of: | |||||||
($ in thousands) | December 31, | December 31, | ||||||
2014 | 2013 | |||||||
Accrued professional fees | $ | 881 | $ | 194 | ||||
Accrued compensation | 540 | 40 | ||||||
Accrued other | 254 | 253 | ||||||
Accrued expenses | $ | 1,675 | $ | 487 | ||||
Warrants_Tables
Warrants (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Equity [Abstract] | ||||||||||||
Outstanding Liability Classified Warrants to Purchase Common Stock | The following table summarizes outstanding liability classified warrants to purchase common stock as of: | |||||||||||
Number of Warrants | ||||||||||||
31-Dec-14 | 31-Dec-13 | Exercise | Expiration Dates | |||||||||
Price | ||||||||||||
Issued in Series A, B and D Preferred Stock offering | 2,247,118 | 2,247,118 | $ | 6.25 | Oct 2015 - Dec 2016 | |||||||
Issued in March 2010 financing | 393,416 | 393,416 | $ | 6.25 | Mar 1, 2016 | |||||||
Issued in June 2011 financing | 6,113 | 6,113 | $ | 22.5 | Jun 1, 2016 | |||||||
Issued in August 2011 financing | 565,759 | 565,759 | $ | 18.75 | Aug 1, 2016 | |||||||
Issued to placement agents in August 2011 financing | 50,123 | 50,123 | $ | 13.635 | Aug 1, 2016 | |||||||
Issued in Series B, D and E Preferred Stock offerings | 76,120 | 76,120 | $ | 2.5 | Nov 2015 - Dec 2017 | |||||||
Issued with Convertible Notes | 1,125,578 | 1,125,578 | $ | 2.5 | Jun 1, 2018 | |||||||
Issued in Series E Preferred Stock offering | 1,568,823 | 1,568,823 | $ | 7.5 | Dec 1, 2018 | |||||||
Total | 6,033,050 | 6,033,050 | ||||||||||
Calculated Aggregate Fair Values and Net Cash Settlement Value | The following table summarizes the calculated aggregate fair values, along with the assumptions utilized in each calculation: | |||||||||||
($ in thousands, except per share data) | December 31, | December 31, | December 31, | |||||||||
2014 | 2013 | 2012 | ||||||||||
Calculated aggregate value | 11,281 | 15,216 | 14,515 | |||||||||
Weighted average exercise price per share of warrant | 7.08 | 7.08 | 7.04 | |||||||||
Closing price per share of common stock | $ | 2.59 | $ | 4.06 | $ | 3.75 | ||||||
Volatility | 68 | % | 70 | % | 65 | % | ||||||
Weighted average remaining expected life (years) | 2 years, 7 months | 3 years, 6 months | 4 years, 6 months | |||||||||
Risk-free interest rate | 0.86 | % | 1.2 | % | 0.6 | % | ||||||
Dividend yield | — | % | — | % | — | % |
Equity_Tables
Equity (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Equity [Abstract] | ||||||||||||||
Activity of Series D and Series E Redeemable Preferred stock | The following table shows the activity of Series D and Series E Redeemable Preferred stock, with a par value of $0.001 per share and a stated value of $25,000 per share: | |||||||||||||
Series D | Series E | Total | ||||||||||||
Preferred | Preferred | |||||||||||||
Balance at December 31, 2011 | 3,641 | — | 3,641 | |||||||||||
Issuance of Series E Preferred stock | — | 9,141 | 9,141 | |||||||||||
Series D and Series E Preferred converted to common stock | (3,641 | ) | (9,141 | ) | (12,782 | ) | ||||||||
Balance at December 31, 2012 | — | — | — | |||||||||||
Sold to accredited investors Series E Convertible Preferred Stock in private placement | During May, June and July 2012 the Company sold to accredited investors in a private placement Series E Convertible Preferred Stock as follows: | |||||||||||||
Date of financing | # of shares | Net Proceeds | Warrant | # of Warrants | ||||||||||
of Series E | ($ in 000’s) | Exercise | Issued | |||||||||||
Preferred | Price | |||||||||||||
14-May-12 | 3,353 | $ | 2,843 | $ | 7.5 | 590,128 | ||||||||
24-May-12 | 2,364 | 2,042 | 7.5 | 416,064 | ||||||||||
2-Jun-12 | 945 | 822 | 7.5 | 166,320 | ||||||||||
7-Jun-12 | 1,192 | 1,037 | 7.5 | 209,792 | ||||||||||
28-Jun-12 | 507 | 441 | 7.5 | 89,232 | ||||||||||
16-Jul-12 | 780 | 679 | 7.5 | 137,280 | ||||||||||
9,141 | $ | 7,864 | 1,608,816 | |||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Company's Financial Assets and Liability Measured at Fair Value on a Recurring Basis | The following fair value hierarchy table presents information about each major category of the Company’s financial assets and liability measured at fair value on a recurring basis as of December 31, 2014 and 2013: | |||||||||||||||
Fair value measurement using | ||||||||||||||||
($ in thousands) | Quoted prices in | Significant | Significant | Total | ||||||||||||
active markets | other | unobservable | ||||||||||||||
(Level 1) | observable | inputs | ||||||||||||||
inputs (Level 2) | (Level 3) | |||||||||||||||
Balance at December 31, 2014 | ||||||||||||||||
Assets: | ||||||||||||||||
Cash and cash equivalents | $ | 37,495 | $ | — | $ | — | $ | 37,495 | ||||||||
Liabilities: | ||||||||||||||||
Warrant liability | $ | — | $ | — | $ | 11,286 | $ | 11,286 | ||||||||
Fair value measurement using | ||||||||||||||||
($ in thousands) | Quoted prices in | Significant | Significant | Total | ||||||||||||
active markets | other | unobservable | ||||||||||||||
(Level 1) | observable | inputs | ||||||||||||||
inputs (Level 2) | (Level 3) | |||||||||||||||
Balance at December 31, 2013 | ||||||||||||||||
Assets: | ||||||||||||||||
Cash and cash equivalents | $ | 60,033 | $ | — | $ | — | $ | 60,033 | ||||||||
Liabilities: | ||||||||||||||||
Warrant liability | $ | — | $ | — | $ | 15,216 | $ | 15,216 | ||||||||
Warrant liability | ||||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||||||||||
Reconciliation of Warrant Liability Measured at Fair Value on Recurring Basis | The reconciliation of warrant liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows: | |||||||||||||||
($ in thousands) | Warrant Liability | |||||||||||||||
Balance at December 31, 2011 | $ | 23,754 | ||||||||||||||
Issuance of additional warrants | 6,766 | |||||||||||||||
Exercise of warrants | (11 | ) | ||||||||||||||
Extinguishment of debt related to warrants | 4,410 | |||||||||||||||
Change in fair value of warrant liability | (20,404 | ) | ||||||||||||||
Balance at December 31, 2012 | $ | 14,515 | ||||||||||||||
Exercise of warrants | (352 | ) | ||||||||||||||
Cancellation of warrants | (41 | ) | ||||||||||||||
Change in fair value of warrant liability | 1,094 | |||||||||||||||
Balance at December 31, 2013 | $ | 15,216 | ||||||||||||||
Exercise of warrants | — | |||||||||||||||
Cancellation of warrants | — | |||||||||||||||
Change in fair value of warrant liability | (3,930 | ) | ||||||||||||||
Balance at December 31, 2014 | $ | 11,286 | ||||||||||||||
Derivative Liability | ||||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||||||||||||||
Reconciliation of Warrant Liability Measured at Fair Value on Recurring Basis | The reconciliation of derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows: | |||||||||||||||
Derivative | ||||||||||||||||
Liability | ||||||||||||||||
Balance at January 1, 2012 | 534 | |||||||||||||||
Issuance of additional preferred stock and other | 793 | |||||||||||||||
Conversion of preferred stock | (1,350 | ) | ||||||||||||||
Change in fair value of derivative liability | 23 | |||||||||||||||
Balance at December 31, 2012 | — | |||||||||||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||
Summary of Stock-Based Compensation Expense | Total stock-based compensation expense recognized using the straight-line attribution method in the consolidated statement of operations for the years ended December 31 is as follows: | ||||||||||||
($ in thousands) | 2014 | 2013 | 2012 | ||||||||||
Stock option compensation expense for employees and directors | $ | 1,236 | $ | 1,045 | $ | 1,200 | |||||||
Equity awards for nonemployees issued for services | 3 | 105 | 24 | ||||||||||
Total stock-based compensation expense | $ | 1,239 | $ | 1,150 | $ | 1,224 | |||||||
Details of Fair Value Option Award | The fair market value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions for the years ended December 31: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Expected life | 5 years, 11 months | 5 years, 7 months | 5 years, 8 months | ||||||||||
Interest rate | 1.9 | % | 1.6 | % | 1.6 | % | |||||||
Dividend yield | — | — | — | ||||||||||
Volatility | 70 | % | 71 | % | 64 | % | |||||||
Summary of Stock Option Activity | |||||||||||||
Number of shares | Weighted- | Weighted- | Aggregate | ||||||||||
average | average | intrinsic | |||||||||||
exercise | remaining | value | |||||||||||
price | contractual term | ||||||||||||
(in years) | |||||||||||||
Outstanding at December 31, 2011 | 544,340 | $ | 19.25 | 7 years, 6 months | $ | — | |||||||
Granted | 38,000 | $ | 8.02 | ||||||||||
Forfeited | (20,315 | ) | $ | 15.48 | |||||||||
Outstanding at December 31, 2012 | 562,025 | $ | 18.56 | 7 years | $ | — | |||||||
Granted | 1,532,000 | $ | 4.15 | ||||||||||
Forfeited | (25,305 | ) | $ | 14.71 | |||||||||
Outstanding at December 31, 2013 | 2,068,720 | $ | 7.93 | 8 years, 5 months | $ | 544 | |||||||
Granted | 348,000 | $ | 4.19 | ||||||||||
Expired | (51,637 | ) | $ | 21.61 | |||||||||
Forfeited | (278,633 | ) | $ | 4.45 | |||||||||
Outstanding at December 31, 2014 | 2,086,450 | $ | 7.43 | 7 years, 2 months | $ | — | |||||||
Exercisable at December 31, 2014 | 1,100,250 | $ | 10.63 | 7 years, 2 months | $ | — | |||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Schedule of Components of Income Tax Expense Benefit | The components of the income tax expense/(benefit) related to continuing operations, are as follows: | |||||||||||
Year ended December 31, | Year ended December 31, | Year ended December 31, | ||||||||||
($ in thousands) | 2014 | 2013 | 2012 | |||||||||
U.S. Federal: | ||||||||||||
Current | $ | — | $ | — | $ | — | ||||||
Deferred | — | — | (2,068 | ) | ||||||||
U.S. State: | ||||||||||||
Current | — | — | — | |||||||||
Deferred | — | — | (432 | ) | ||||||||
$ | — | $ | — | $ | (2,500 | ) | ||||||
Schedule of Effective Income Tax Rate Reconciliation | The reconciliation between income taxes/(benefit) at the U.S. federal statutory rate and the amount recorded in the accompanying consolidated financial statements is as follows: | |||||||||||
Year ended December 31, | Year ended December 31, | Year ended December 31, | ||||||||||
($ in thousands) | 2014 | 2013 | 2012 | |||||||||
Tax benefit at U.S. federal statutory rate | $ | (8,977 | ) | $ | (11,044 | ) | $ | (5,475 | ) | |||
Increase in domestic valuation allowance | 11,109 | 11,626 | 11,127 | |||||||||
State income taxes/(benefit) before valuation allowance, net of federal benefit | (846 | ) | (1,026 | ) | (1,971 | ) | ||||||
Capital loss limitation | — | — | (817 | ) | ||||||||
Loss on extinguishment of debt | — | — | 1,966 | |||||||||
Derivative revaluation expense | — | — | 8 | |||||||||
Warrant revaluation and other finance (income)/expense | (1,375 | ) | 369 | (7,141 | ) | |||||||
Other | 89 | 75 | (197 | ) | ||||||||
$ | — | $ | — | $ | (2,500 | ) | ||||||
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s net deferred tax assets and liabilities at December 31, 2014, 2013 and 2012 are as follows: | |||||||||||
($ in thousands) | 31-Dec-14 | 31-Dec-13 | 31-Dec-12 | |||||||||
Deferred tax liabilities: | ||||||||||||
Intangible assets | $ | 2,001 | $ | 2,247 | $ | 2,282 | ||||||
Total deferred tax liabilities | $ | 2,001 | $ | 2,247 | $ | 2,282 | ||||||
Deferred tax assets: | ||||||||||||
Loss carryforwards | $ | 63,560 | $ | 54,253 | $ | 49,598 | ||||||
Capital loss carryforward | 841 | 844 | 817 | |||||||||
Property and equipment | 1,135 | 1,149 | 1,327 | |||||||||
License fees | 7,055 | 5,393 | — | |||||||||
Accrued expenses and other | 602 | 412 | 360 | |||||||||
Stock compensation | 2,953 | 2,698 | 2,492 | |||||||||
Total deferred tax assets | 76,146 | 64,749 | 54,594 | |||||||||
Less: valuation allowance | (74,145 | ) | (62,502 | ) | (52,312 | ) | ||||||
Total deferred tax assets | $ | 2,001 | $ | 2,247 | $ | 2,282 | ||||||
Net deferred tax assets | $ | — | $ | — | $ | — | ||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||
Contractual Obligation, Fiscal Year Maturity Schedule | The following table summarizes the Company’s contractual obligations as of December 31, 2014: | |||||||||||||||||||
Payments due by period | ||||||||||||||||||||
($ in thousands) | Total | 2015 | 2016 | 2018 | 2020 | |||||||||||||||
and 2017 | and 2019 | and thereafter | ||||||||||||||||||
License fee obligations(1) | $ | 950 | $ | 483 | $ | 308 | $ | 106 | $ | 53 | ||||||||||
Operating lease obligations(2) | $ | 11,168 | $ | 1,211 | $ | 2,508 | $ | 2,670 | $ | 4,779 | ||||||||||
Total | $ | 12,118 | $ | 1,694 | $ | 2,816 | $ | 2,776 | $ | 4,832 | ||||||||||
(1)Obligations for license agreement with the University of California, Los Angeles (UCLA) and sponsored research agreement with the Massachusetts Institute of Technology (MIT). The amounts in the table assume the foregoing agreements are continued through their respective terms. The agreements may be terminated at the option of either party. In such event, the Company’s obligation would be limited to costs through the date of such termination. | ||||||||||||||||||||
(2)Operating lease obligations are stated based on the Amended Lease agreement for the office, warehouse and laboratory facilities executed in February 2012. |
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Supplemental Cash Flow Elements [Abstract] | ||||||||||||
Schedule of Cash Flow, Supplemental Disclosures | The following table contains additional cash flow information for the years ended: | |||||||||||
($ in thousands) | December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||||
Supplemental disclosures of cash flow information: | ||||||||||||
Cash paid for interest | $ | — | $ | — | $ | 1,885 | ||||||
Cash paid for income taxes | $ | — | $ | — | $ | — | ||||||
Non-cash investing and financing activities: | ||||||||||||
Subscription receivable | $ | — | $ | — | $ | 2,004 | ||||||
Conversion of note payable | $ | — | $ | — | $ | 2,385 | ||||||
Issuance of additional warrants | $ | — | $ | — | $ | 11,077 | ||||||
Conversion of preferred stock derivative balance into common stock | $ | — | $ | — | $ | 1,350 | ||||||
Cashless exercise of warrants previously recorded as a liability | $ | — | $ | 298 | $ | 17 | ||||||
Warrant liability reclassified to equity | $ | — | $ | — | $ | 15,048 | ||||||
Accrued derivative liability | $ | — | $ | — | $ | 793 | ||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Discontinued Operations and Disposal Groups [Abstract] | ||||
Summary of Financial Information Related to Discontinued Operations | Summary financial information related to discontinued operations is as follows: | |||
($ in thousands) | Year ended, December 31, 2012 | |||
Product sales | $ | 516 | ||
Cost of sales | 275 | |||
Gross profit | 241 | |||
Operating income (loss) | $ | 27 | ||
Net loss | $ | (2 | ) |
Quarterly_Financial_Informatio1
Quarterly Financial Information (unaudited and restated) (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ||||||||||||||||
Summary of consolidated financial results of operations | This table summarizes the unaudited consolidated financial results of operations for the quarters ended (amounts in thousands except per share data): | |||||||||||||||
March 31, | June 30, | September 30, | December 31, | |||||||||||||
2014 Quarter Ended | ||||||||||||||||
Net product sales | $ | 46 | $ | 58 | $ | 20 | $ | 56 | ||||||||
Cost of sales | 793 | 547 | 512 | 460 | ||||||||||||
Gross loss | (747 | ) | (489 | ) | (492 | ) | (404 | ) | ||||||||
Operating expenses | 10,253 | 6,107 | 5,699 | 5,763 | ||||||||||||
Other income (expense) | (3,009 | ) | 4,339 | 179 | 2,795 | |||||||||||
Net loss | $ | (14,009 | ) | $ | (2,257 | ) | $ | (6,012 | ) | $ | (3,372 | ) | ||||
Basic net loss per share | $ | (0.35 | ) | $ | (0.06 | ) | $ | (0.15 | ) | $ | (0.08 | ) | ||||
Diluted net loss per share | $ | (0.35 | ) | $ | (0.09 | ) | $ | (0.17 | ) | $ | (0.09 | ) | ||||
2013 Quarter Ended | ||||||||||||||||
Net product sales | $ | 26 | $ | 62 | $ | 68 | $ | 44 | ||||||||
Cost of sales | 2,213 | 2,104 | 1,792 | 1,392 | ||||||||||||
Gross loss | (2,187 | ) | (2,042 | ) | (1,724 | ) | (1,348 | ) | ||||||||
Operating expenses | 3,721 | 3,777 | 11,401 | 4,303 | ||||||||||||
Other income (expense) | 1,338 | (8,818 | ) | 6,520 | (91 | ) | ||||||||||
Net loss | $ | (4,570 | ) | $ | (14,637 | ) | $ | (6,605 | ) | $ | (5,742 | ) | ||||
Basic net loss per share | $ | (0.17 | ) | $ | (0.63 | ) | $ | (0.24 | ) | $ | (0.15 | ) | ||||
Diluted net loss per share | $ | (0.18 | ) | $ | (0.63 | ) | $ | (0.31 | ) | $ | (0.15 | ) |
Business_and_Organization_Deta
Business and Organization (Details Textual) | 12 Months Ended | |
Dec. 31, 2014 | Aug. 31, 2012 | |
Segment | ||
Organization And Basis Of Presentation [Line Items] | ||
Number of operating segment | 1 | |
Agera | ||
Organization And Basis Of Presentation [Line Items] | ||
Owned outstanding shares of Agera | 57.00% |
Basis_of_Presentation_Details_
Basis of Presentation (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Apr. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||||
Stockholders equity reverse stock split ratio | 25 | |||
Reverse stock split, description | Company completed a reverse stock split on the basis of one share of common stock for each currently outstanding 25 shares of pre-split common stock. | |||
Research and Development Expense | ||||
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||||
Amortization expense | $0.60 | $0.60 | $0.60 | |
License costs | $0.60 | $0.60 | $0.60 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | |||
Jan. 01, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Accounting Policies [Abstract] | |||||
Cash, FDIC Insured Amount | $250,000 | ||||
Intangible assets | 4,687,000 | 5,238,000 | 6,300,000 | ||
Amortization of Intangible Assets | 600,000 | 600,000 | 600,000 | ||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | 600,000 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 600,000 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 600,000 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 600,000 | ||||
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 600,000 | ||||
Finite-Lived Intangible Asset, Useful Life | 12 years | ||||
Asset Impairment Charges | $0 | $0 | $0 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies Allowance for Doubtful Accounting Receivable (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Allowance for Doubtful Accounts Receivable, Beginning of the year | $5 | $25 | $0 |
Additions charged to earnings | 12 | -20 | 25 |
Uncollectible receivables written off, net of recoveries | -2 | 0 | 0 |
Allowance for Doubtful Accounts Receivable, End of the year | $17 | $5 | $25 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies Summary of Significant Accounting Policies Useful Life (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | |||
Asset Impairment Charges | $0 | $0 | $0 |
Laboratory equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 6 years | 3 years | |
Computer Equipment And Software | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | 3 years | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Useful Life | 10 years | 3 years |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income (loss) per share - Basic: | |||||||||||
Net loss | ($3,372) | ($6,012) | ($2,257) | ($14,009) | ($5,742) | ($6,605) | ($14,637) | ($4,570) | ($25,650) | ($31,554) | ($12,711) |
Denominator for basic income (loss) per share (in shares) | 40,789,445 | 29,830,207 | 8,965,098 | ||||||||
Basic income (loss) per common share (in dollars per share) | ($0.08) | ($0.15) | ($0.06) | ($0.35) | ($0.15) | ($0.24) | ($0.63) | ($0.17) | ($0.63) | ($1.06) | ($1.42) |
Income (loss) per share - Diluted: | |||||||||||
Net loss | -3,372 | -6,012 | -2,257 | -14,009 | -5,742 | -6,605 | -14,637 | -4,570 | -25,650 | -31,554 | -12,711 |
Adjust: Fair value of dilutive warrants outstanding | 2,840 | 2,270 | 11,091 | ||||||||
Numerator for diluted income (loss) per share (in dollars) | ($28,490) | ($33,824) | ($23,802) | ||||||||
Denominator for basic income (loss) per share (in shares) | 40,789,445 | 29,830,207 | 8,965,098 | ||||||||
Plus: Incremental shares underlying "in the money" warrants outstanding (in shares) | 179,954 | 366,409 | 181,962 | ||||||||
Denominator for diluted income (loss) per share (in shares) | 40,969,399 | 30,196,616 | 9,147,060 | ||||||||
Diluted income (loss) per common share (in dollars per share) | ($0.09) | ($0.17) | ($0.09) | ($0.35) | ($0.15) | ($0.31) | ($0.63) | ($0.18) | ($0.70) | ($1.12) | ($2.60) |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Details 2) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Shares underlying “out of the money†options outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,086,450 | 1,070,720 | 562,025 |
Shares underlying “in the money†options outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 998,000 | 0 |
Shares underlying “out of the money†warrants outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,831,352 | 4,831,352 | 4,845,352 |
Shares underlying “in the money†warrants outstanding | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 1,320 |
Inventory_Details
Inventory (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Raw materials | $357 | $511 |
Work-in-process | 214 | 86 |
Inventory | $571 | $597 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment, Gross, Total | $2,649 | $2,436 |
Less: Accumulated depreciation | -1,051 | -735 |
Property and equipment, net | 1,598 | 1,701 |
Laboratory equipment | ||
Property, Plant and Equipment, Gross, Total | 1,279 | 1,045 |
Computer equipment and software | ||
Property, Plant and Equipment, Gross, Total | 206 | 179 |
Furniture and fixtures | ||
Property, Plant and Equipment, Gross, Total | 49 | 15 |
Leasehold improvements | ||
Property, Plant and Equipment, Gross, Total | 772 | 448 |
Construction-in-process | ||
Property, Plant and Equipment, Gross, Total | $343 | $749 |
Property_and_Equipment_Details1
Property and Equipment (Details Textual) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property and Equipment Textual [Abstract] | |||
Depreciation | $0.30 | $0.30 | $0.30 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Accrued professional fees | $881 | $194 |
Accrued compensation | 540 | 40 |
Accrued other | 254 | 253 |
Accrued expenses | $1,675 | $487 |
Warrants_Details
Warrants (Details) | 12 Months Ended | |||||||
Dec. 31, 2014 | Dec. 31, 2013 | Jul. 16, 2012 | Jun. 28, 2012 | Jun. 07, 2012 | Jun. 02, 2012 | 24-May-12 | 14-May-12 | |
Maximum | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrant Exercise Price | 7.5 | |||||||
Minimum | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrant Exercise Price | 6.25 | |||||||
Warrant Liability | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued to purchase common stock | 6,033,050 | 6,033,050 | ||||||
Issued in Series A, B and D Preferred Stock offering | Warrant Liability | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued to purchase common stock | 2,247,118 | 2,247,118 | ||||||
Warrant Exercise Price | 6.25 | |||||||
Issued in March 2010 financing | Warrant Liability | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued to purchase common stock | 393,416 | 393,416 | ||||||
Warrant Exercise Price | 6.25 | |||||||
Expiration Dates | 1-Mar-16 | |||||||
Issued in June 2011 financing | Warrant Liability | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued to purchase common stock | 6,113 | 6,113 | ||||||
Warrant Exercise Price | 22.5 | |||||||
Expiration Dates | 1-Jun-16 | |||||||
Issued in August 2011 financing | Warrant Liability | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued to purchase common stock | 565,759 | 565,759 | ||||||
Warrant Exercise Price | 18.75 | |||||||
Expiration Dates | 1-Aug-16 | |||||||
Issued to placement agents in August 2011 financing | Warrant Liability | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued to purchase common stock | 50,123 | 50,123 | ||||||
Warrant Exercise Price | 13.635 | |||||||
Expiration Dates | 1-Aug-16 | |||||||
Issued in Series B, D and E Preferred Stock offerings | Warrant Liability | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued to purchase common stock | 76,120 | 76,120 | ||||||
Warrant Exercise Price | 2.5 | |||||||
Issued with Convertible Notes | Warrant Liability | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued to purchase common stock | 1,125,578 | 1,125,578 | ||||||
Warrant Exercise Price | 2.5 | |||||||
Expiration Dates | 1-Jun-18 | |||||||
Issued in Series E Preferred Stock offering | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrant Exercise Price | 7.5 | 7.5 | 7.5 | 7.5 | 7.5 | 7.5 | ||
Issued in Series E Preferred Stock offering | Warrant Liability | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Warrants issued to purchase common stock | 1,568,823 | 1,568,823 | ||||||
Warrant Exercise Price | 7.5 | |||||||
Expiration Dates | 1-Dec-18 |
Warrants_Details_1
Warrants (Details 1) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Class of Warrant or Right [Line Items] | |||
Calculated aggregate value | $11,286 | $15,216 | |
Warrant Liability | |||
Class of Warrant or Right [Line Items] | |||
Calculated aggregate value | $11,281 | $15,216 | $14,515 |
Weighted average exercise price per share of warrant | $7.08 | $7.08 | $7.04 |
Closing price per share of common stock | $2.59 | $4.06 | $3.75 |
Volatility | 68.00% | 70.00% | 65.00% |
Weighted average remaining expected life (years) | 2 years 7 months | 3 years 6 months | 4 years 6 months |
Risk-free interest rate | 0.86% | 1.20% | 0.60% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Warrants_Details_Textual
Warrants (Details Textual) (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Warrants exercised | 0 | ||
Number Of Cashless Warrants Exercised During Period | 85,000 | ||
Shares Issued During Period Shares Cash Less Warrants Exercised | 46,837 | ||
Warrant Liability | |||
Change in estimated fair value resulted in non-cash income (expense) | $3.90 | ($1.10) | $20.40 |
Debt_Details_Textual
Debt (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 01, 2012 | Oct. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Percentage of redemption of principle amount of convertible notes | 25.00% | ||||
Per share conversion price of convertible notes | $6.25 | ||||
Notes may accelerated on default on or after date | 1-Oct-12 | ||||
Per share converted price of convertible notes | $6.25 | ||||
Gains (Losses) on Extinguishment of Debt | $0 | $0 | ($5,617) | ||
Promissory Notes | |||||
Debt Instrument, Interest Rate, Stated Percentage | 12.50% | ||||
Convertible Notes Payable | |||||
Debt Instrument, Issuance Date | 1-Jun-12 | ||||
Maturity date of convertible notes one | 1-Dec-12 | ||||
Percentage of interest payable in kind | 15.00% | ||||
Maturity date of convertible notes two | 1-Mar-13 | ||||
Maturity date of convertible notes three | 1-Jun-12 | ||||
Maturity date of convertible notes four | 1-Sep-13 | ||||
Convertible Notes Payable | |||||
Debt Instrument, Interest Rate, Stated Percentage | 12.50% | ||||
Promissory Notes | |||||
Debt Instrument, Interest Rate, Stated Percentage | 12.50% | ||||
Period of warrant to purchase common share | 5 years | ||||
Gains (Losses) on Extinguishment of Debt | -5,600 | ||||
Promissory Notes | Embedded conversion option | |||||
Gains (Losses) on Extinguishment of Debt | -1,200 | ||||
Promissory Notes | Warrants | |||||
Gains (Losses) on Extinguishment of Debt | ($4,400) |
Equity_Details
Equity (Details) | 12 Months Ended |
Dec. 31, 2012 | |
Activity of Series D and Series E Redeemable Preferred stock | |
Preferred stock, beginning balance | 3,641 |
Issuance of Series E Preferred stock | 9,141 |
Series D and Series E Preferred converted to common stock | -12,782 |
Preferred stock, ending balance | 0 |
Series D Preferred Stock | |
Activity of Series D and Series E Redeemable Preferred stock | |
Preferred stock, beginning balance | 3,641 |
Series D and Series E Preferred converted to common stock | -3,641 |
Preferred stock, ending balance | 0 |
Issued in Series E Preferred Stock offering | |
Activity of Series D and Series E Redeemable Preferred stock | |
Preferred stock, beginning balance | 0 |
Issuance of Series E Preferred stock | 9,141 |
Series D and Series E Preferred converted to common stock | -9,141 |
Preferred stock, ending balance | 0 |
Equity_Details_1
Equity (Details 1) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 16, 2012 | Jun. 02, 2012 | Jun. 07, 2012 | Jun. 28, 2012 | 14-May-12 | 24-May-12 |
Net Proceeds | $0 | $0 | $7,864 | ||||||
Issued in Series E Preferred Stock offering | |||||||||
Number of shares of Series E Preferred | 9,141 | 780 | 945 | 1,192 | 507 | 3,353 | 2,364 | ||
Net Proceeds | $7,864 | $679 | $822 | $1,037 | $441 | $2,843 | $2,042 | ||
Warrant Exercise Price | 7.5 | 7.5 | 7.5 | 7.5 | 7.5 | 7.5 | |||
Number of Warrants Issued | 1,608,816 | 137,280 | 166,320 | 209,792 | 89,232 | 590,128 | 416,064 |
Equity_Details_Textual
Equity (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | |||||||||||
Jul. 26, 2013 | Oct. 09, 2012 | Oct. 09, 2012 | Oct. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2012 | Mar. 31, 2014 | Oct. 05, 2012 | Jul. 16, 2012 | Jun. 28, 2012 | Jun. 07, 2012 | Jun. 02, 2012 | 24-May-12 | 14-May-12 | |
Class of Stock [Line Items] | ||||||||||||||||
Allocated To Fair Value Of Warrants | $7,800,000 | |||||||||||||||
Equity (Textual) [Abstract] | ||||||||||||||||
Aggregate purchase price of the common stock | 47,118,000 | 40,185,000 | ||||||||||||||
Payments of Stock Issuance Costs | 2,700,000 | |||||||||||||||
Fair Value Of Common Stock | 6,400,000 | 6,900,000 | ||||||||||||||
Stock Issued During Period Closing Shares | 1,243,781 | 1,317,520 | ||||||||||||||
Stock Issued During Period Closing Price Per Share | $5.15 | $5.25 | ||||||||||||||
Preferred stock, shares authorized | 5,000,000 | |||||||||||||||
Preferred stock outstanding as of closing of the offering | 0 | 0 | 0 | |||||||||||||
Number of preferred shares issued | 0 | 0 | ||||||||||||||
Measurement of derivative liabilities | 0 | 0 | -23,000 | |||||||||||||
Derivative Liability Classified As Equity | 1,400,000 | |||||||||||||||
Equity (Additional Textual) [Abstract] | ||||||||||||||||
Holders of warrants to purchase of common stock | 4,209,357 | 4,209,357 | ||||||||||||||
Reclassification of converted notes to equity | 2,400,000 | 2,400,000 | ||||||||||||||
Number of trading days | 20 days | |||||||||||||||
Minimum | ||||||||||||||||
Equity (Textual) [Abstract] | ||||||||||||||||
Holders of warrants to purchase of common stock at exercise prices | 6.25 | |||||||||||||||
Maximum | ||||||||||||||||
Equity (Textual) [Abstract] | ||||||||||||||||
Holders of warrants to purchase of common stock at exercise prices | 7.5 | |||||||||||||||
Convertible Debt | ||||||||||||||||
Equity (Textual) [Abstract] | ||||||||||||||||
Convertible Notes | 12.50% | 12.50% | ||||||||||||||
Aggregate original principal value of convertible Note | 3,500,000 | |||||||||||||||
Repayment to Notes holder in cash | 1,700,000 | |||||||||||||||
Debt instrument expected repayment amount | 1,500,000 | |||||||||||||||
Debt instrument expected repayment unpaid interest amount | 200,000 | |||||||||||||||
Principal pay of notes holder | 2,100,000 | |||||||||||||||
Unpaid interest of notes holder | 300,000 | |||||||||||||||
Common stock at a conversion price | 2.5 | |||||||||||||||
Number of shares of common stock to be issued upon the conversion of the notes | 861,970 | |||||||||||||||
Common Stock | ||||||||||||||||
Equity (Textual) [Abstract] | ||||||||||||||||
Common stock sold by company under Purchase Agreement | 12,311,698 | 18,203,000 | ||||||||||||||
Additional Stock Issued During Period Shares | 203,000 | |||||||||||||||
Aggregate purchase price of the common stock | 12,000 | 18,000 | ||||||||||||||
Subscription receivable | 2,000,000 | |||||||||||||||
Conversion of notes to common shares | 2,021,120 | 36,671 | ||||||||||||||
Proceeds from Issuance Initial Public Offering | 42,100,000 | |||||||||||||||
Increase In Proceeds From Initial Public Offering | 47,100,000 | |||||||||||||||
Common shares issued as a result of conversion of Series D preferred shares | 104,000 | |||||||||||||||
Offering | ||||||||||||||||
Equity (Textual) [Abstract] | ||||||||||||||||
Common stock sold by company under Purchase Agreement | 11,000,000 | |||||||||||||||
Additional Stock Issued During Period Shares | 1,311,698 | |||||||||||||||
Stock Issued During Period Issue Price Per Share | $4.10 | |||||||||||||||
Offering | Common Stock | ||||||||||||||||
Equity (Textual) [Abstract] | ||||||||||||||||
Common stock sold by company under Purchase Agreement | 18,000,000 | |||||||||||||||
Share Price | 2.5 | |||||||||||||||
Aggregate purchase price of the common stock | 40,200,000 | |||||||||||||||
Intrexon Corporation | ||||||||||||||||
Equity (Textual) [Abstract] | ||||||||||||||||
Stock Issued During Period Closing Shares | 1,024,590 | |||||||||||||||
Stock Issued During Period Closing Price Per Share | $5.03 | |||||||||||||||
Series D Preferred Stock | ||||||||||||||||
Equity (Textual) [Abstract] | ||||||||||||||||
Par value of preferred stock | $0.00 | |||||||||||||||
Stated value of preferred stock | $25,000 | |||||||||||||||
Accrued dividends | 6.00% | 6.00% | ||||||||||||||
Preferred stock automatically converted into common stock | 454,560 | |||||||||||||||
Issued in Series E Preferred Stock offering | ||||||||||||||||
Equity (Textual) [Abstract] | ||||||||||||||||
Holders of warrants to purchase of common stock at exercise prices | 7.5 | 7.5 | 7.5 | 7.5 | 7.5 | 7.5 | ||||||||||
Par value of preferred stock | $0.00 | |||||||||||||||
Stated value of preferred stock | $25,000 | |||||||||||||||
Accrued dividends | 8.00% | 8.00% | ||||||||||||||
Preferred stock automatically converted into common stock | 1,462,560 | |||||||||||||||
Convertible Note Payable | ||||||||||||||||
Equity (Textual) [Abstract] | ||||||||||||||||
Measurement of derivative liabilities | 100,000 | |||||||||||||||
Series D and E Preferred Stock | ||||||||||||||||
Equity (Textual) [Abstract] | ||||||||||||||||
Preferred stock price for determined number of shares of common stock | 6.25 | |||||||||||||||
Preferred stock automatically converted into common stock | 1,917,120 | |||||||||||||||
Received gross proceeds | 35,000,000 | |||||||||||||||
Research and Development Expense | Intrexon Corporation | ||||||||||||||||
Equity (Textual) [Abstract] | ||||||||||||||||
Fair Value Of Common Stock | $5,200,000 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Assets | ||||
Cash and cash equivalents | $37,495 | $60,033 | $31,346 | $10,799 |
Liabilities | ||||
Warrant liability | 11,286 | 15,216 | ||
Quoted prices in active markets (Level 1) | ||||
Assets | ||||
Cash and cash equivalents | 37,495 | 60,033 | ||
Significant unobservable inputs (Level 3) | ||||
Liabilities | ||||
Warrant liability | $11,286 | $15,216 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 1) (Warrants, USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Warrants | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Beginning Balance | $15,216 | $14,515 | $23,754 |
Issuance of additional warrants | 6,766 | ||
Exercise of warrants | 0 | -352 | -11 |
Extinguishment of debt | 4,410 | ||
Cancellation of warrants | 0 | -41 | |
Change in fair value of warrant liability | -3,930 | 1,094 | -20,404 |
Ending Balance | $11,286 | $15,216 | $14,515 |
Fair_Value_Measurements_Detail2
Fair Value Measurements (Details 2) (Derivative Liability, USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 |
Derivative Liability | |
Reconciliation of derivative liability measured at fair value on a recurring basis using unobservable | |
Beginning Balance | $534 |
Issuance of additional preferred stock and other | 793 |
Conversion of preferred stock | -1,350 |
Change in fair value of derivative liability | 23 |
Ending Balance | $0 |
ShareBased_Compensation_Detail
Share-Based Compensation (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $1,239 | $1,150 | $1,224 |
Shares Underlying Options Outstanding | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 1,236 | 1,045 | 1,200 |
Equity Awards for Nonemployees Issued for Services | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $3 | $105 | $24 |
ShareBased_Compensation_Detail1
Share-Based Compensation (Details 1) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Expected life | 5 years 11 months | 5 years 7 months | 5 years 8 months |
Interest rate | 1.90% | 1.60% | 1.60% |
Volatility | 70.00% | 71.00% | 64.00% |
ShareBased_Compensation_Detail2
Share-Based Compensation (Details 2) (USD $) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Number of shares outstanding, Beginning Balance | 2,068,720 | 562,025 | 544,340 | |
Number of shares, Granted | 348,000 | 1,532,000 | 38,000 | |
Number of shares, Expired | -51,637 | |||
Number of shares, Forfeited | -278,633 | -25,305 | -20,315 | |
Number of shares outstanding, Ending Balance | 2,086,450 | 2,068,720 | 562,025 | 544,340 |
Number of shares, Exercisable | 1,100,250 | |||
Weighted-average exercise price, Outstanding, Beginning of Period | $7.93 | $18.56 | $19.25 | |
Weighted-average exercise price, Granted | $4.19 | $4.15 | $8.02 | |
Weighted-average exercise price, Expired | $21.61 | |||
Weighted-average exercise price, Forfeited | $4.45 | $14.71 | $15.48 | |
Weighted-average exercise price, Outstanding, End of Period | $7.43 | $7.93 | $18.56 | $19.25 |
Weighted-average exercise price, Exercisable | $10.63 | |||
Weighted-average remaining contractual term (in years), Outstanding | 7 years 2 months | 8 years 5 months | 7 years 0 months | 7 years 6 months |
Weighted-average remaining contractual term (in years), Exercisable | 7 years 2 months | |||
Aggregate intrinsic value, Outstanding, Beginning | $544 | $0 | $0 | |
Aggregate intrinsic value, Outstanding, Ending | 0 | 544 | 0 | 0 |
Aggregate intrinsic value, Exercisable | $0 |
ShareBased_Compensation_Detail3
Share-Based Compensation (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Term of award determination | 10 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ||
Fair market value of options granted | $2.64 | $2.79 | $5 |
Fair value of shares vested | $1,200,000 | $1,200,000 | $1,300,000 |
Options exercises in period | 0 | 0 | 0 |
Unrecognized compensation costs, options | 2,100,000 | ||
Number of nonvested stock options | 986,200 | ||
Weighted average exercise price of nonvested stock options | $3.86 | ||
Intrinsic value of nonvested options | 0 | ||
Equity Incentive Plan | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares of common stock reserved | 5,600,000 | ||
Additional Common Stock Capital Shares Reserved For Future Issuance | 206,000 | ||
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||
Options available for grant | 3,530,553 | ||
Weighted-average period to recognize compensation cost | 3 years 9 months 18 days | ||
Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation cost | $0 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
U.S. Federal: | |||
Current | $0 | $0 | $0 |
Deferred | 0 | 0 | -2,068 |
U.S. State: | |||
Current | 0 | 0 | 0 |
Deferred | 0 | 0 | -432 |
Federal Income Tax Expense (Benefit), Continuing Operations, Total | $0 | $0 | ($2,500) |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Tax benefit at U.S. federal statutory rate | ($8,977) | ($11,044) | ($5,475) |
Increase in domestic valuation allowance | 11,109 | 11,626 | 11,127 |
State income taxes/(benefit) before valuation allowance, net of federal benefit | -846 | -1,026 | -1,971 |
Capital loss limitation | 0 | 0 | -817 |
Loss on extinguishment of debt | 0 | 0 | 1,966 |
Derivative revaluation expense | 0 | 0 | 8 |
Warrant revaluation and other finance (income)/expense | -1,375 | 369 | -7,141 |
Other | 89 | 75 | -197 |
Income Tax Expense (Benefit), Continuing Operations, Discontinued Operations, Extraordinary Items | $0 | $0 | ($2,500) |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Deferred tax liabilities: | |||
Intangible assets | $2,001 | $2,247 | $2,282 |
Total deferred tax liabilities | 2,001 | 2,247 | 2,282 |
Deferred tax assets: | |||
Loss carryforwards | 63,560 | 54,253 | 49,598 |
Capital loss carryforward | 841 | 844 | 817 |
Property and equipment | 1,135 | 1,149 | 1,327 |
License fees | 7,055 | 5,393 | 0 |
Accrued expenses and other | 602 | 412 | 360 |
Stock compensation | 2,953 | 2,698 | 2,492 |
Total deferred tax assets | 76,146 | 64,749 | 54,594 |
Less: valuation allowance | -74,145 | -62,502 | -52,312 |
Total deferred tax assets | 2,001 | 2,247 | 2,282 |
Net deferred tax assets | $0 | $0 | $0 |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating Loss Carryforwards [Line Items] | |||
Operating loss carryforward expiration year | 2018 to 2034 | ||
Valuation Allowance, Deferred Tax Asset, Change in Amount | $11.60 | $10.20 | $11.10 |
U.S | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | 167.5 | ||
Non us | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $25.50 |
Collaboration_with_Related_Par1
Collaboration with Related Party (Details Textual) (Intrexon Corporation, USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Collaboration Agreements [Line Items] | |||
Product development expense | $4.20 | $3.70 | $0.10 |
Accounts Payable, Trade, Current | $1 | $1.30 | |
Obligations for payments of quarterly cash royalties | On all other developed products, the Company will pay Intrexon quarterly cash royalties of 7% on aggregate annualized net sales up to $100 million, and 14% on aggregate annualized net sales greater than $100 million. | ||
Net Sales Upto Hundred Million | |||
Collaboration Agreements [Line Items] | |||
Royalty percentage | 7.00% | ||
Net Sales Greater Than Hundred Million | |||
Collaboration Agreements [Line Items] | |||
Royalty percentage | 14.00% |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2014 | |
In Thousands, unless otherwise specified | ||
Commitments and Contingencies Disclosure [Abstract] | ||
License Fee Obligations, Total | $950 | [1] |
License Fee Obligations, 2015 | 483 | [1] |
License Fee Obligations, 2016 and 2017 | 308 | [1] |
License Fee Obligations, 2018 and 2019 | 106 | [1] |
License Fee Obligations, 2020 and thereafter | 53 | [1] |
Operating lease obligations, Total | 11,168 | [2] |
Operating lease obligations, 2015 | 1,211 | [2] |
Operating lease obligations, 2016 and 2017 | 2,508 | [2] |
Operating lease obligations, 2018 and 2019 | 2,670 | [2] |
Operating lease obligations, 2020 and thereafter | 4,779 | [2] |
Total | 12,118 | |
Total, 2015 | 1,694 | |
Total, 2016 and 2017 | 2,816 | |
Total, 2018 and 2019 | 2,776 | |
Total, 2020 and thereafter | $4,832 | |
[1] | Obligations for license agreement with the University of California, Los Angeles (UCLA) and sponsored research agreement with the Massachusetts Institute of Technology (MIT). The amounts in the table assume the foregoing agreements are continued through their respective terms. The agreements may be terminated at the option of either party. In such event, the Company’s obligation would be limited to costs through the date of such termination. | |
[2] | Operating lease obligations are stated based on the Amended Lease agreement for the office, warehouse and laboratory facilities executed in February 2012. |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||
In Millions, unless otherwise specified | Apr. 06, 2005 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 17, 2012 | 3-May-12 |
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 8 years | |||||
Lessor Leasing Arrangements, Operating Leases, Renewal Term | 5 years | |||||
Operating Leases, Rent Expense | $1.60 | $1.50 | $1.40 | |||
Amended Lease [Member] | ||||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 10 years | |||||
Regents Of University Of California [Member] | ||||||
Period for payment of initial license fees | 30 days | |||||
Massachusetts Institute Of Technology [Member] | ||||||
Agreement Termination Period | June 2015 |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information - Summary of Additional Cash Flow Information (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | $0 | $0 | $1,885 |
Cash paid for income taxes | 0 | 0 | 0 |
Non-cash investing and financing activities: | |||
Subscription receivable | 0 | 0 | 2,004 |
Conversion of note payable | 0 | 0 | 2,385 |
Issuance of additional warrants | 0 | 0 | 11,077 |
Conversion of preferred stock derivative balance into common stock | 0 | 0 | 1,350 |
Cashless exercise of warrants previously recorded as a liability | 0 | 298 | 17 |
Warrant liability reclassified to equity | 0 | 0 | 15,048 |
Accrued derivative liability | $0 | $0 | $793 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Net product sales | $56 | $20 | $58 | $46 | $44 | $68 | $62 | $26 | $180 | $200 | $153 |
Cost of sales | 460 | 512 | 547 | 793 | 1,392 | 1,792 | 2,104 | 2,213 | 2,312 | 7,501 | 7,804 |
Gross Profit | -404 | -492 | -489 | -747 | -1,348 | -1,724 | -2,042 | -2,187 | -2,132 | -7,301 | -7,651 |
Operating income (loss) | -29,954 | -30,503 | -29,390 | ||||||||
Net loss | -25,650 | -31,554 | -12,687 | ||||||||
Discontinued Operations | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Net product sales | 516 | ||||||||||
Cost of sales | 275 | ||||||||||
Gross Profit | 241 | ||||||||||
Operating income (loss) | 27 | ||||||||||
Net loss | ($2) |
Discontinued_Operations_Detail1
Discontinued Operations (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Closing date of the agreement | 31-Aug-12 | |||
Selling price | $1,000,000 | |||
Discontinued Operation, Gain Loss on Disposal of Discontinued Operation, Net of Tax | $0 | $0 | $467,000 | |
Agera | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Outstanding common stock of Agera | 57.00% |
Quarterly_Financial_Informatio2
Quarterly Financial Information (unaudited and restated) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net product sales | $56 | $20 | $58 | $46 | $44 | $68 | $62 | $26 | $180 | $200 | $153 |
Cost of sales | 460 | 512 | 547 | 793 | 1,392 | 1,792 | 2,104 | 2,213 | 2,312 | 7,501 | 7,804 |
Gross loss | -404 | -492 | -489 | -747 | -1,348 | -1,724 | -2,042 | -2,187 | -2,132 | -7,301 | -7,651 |
Operating expenses | 5,763 | 5,699 | 6,107 | 10,253 | 4,303 | 11,401 | 3,777 | 3,721 | |||
Other income (expense) | 2,795 | 179 | 4,339 | -3,009 | -91 | 6,520 | -8,818 | 1,338 | |||
Net loss attributable to Fibrocell Science, Inc. common stockholders | ($3,372) | ($6,012) | ($2,257) | ($14,009) | ($5,742) | ($6,605) | ($14,637) | ($4,570) | ($25,650) | ($31,554) | ($12,711) |
Basic net income (loss) per share (in dollars per share) | ($0.08) | ($0.15) | ($0.06) | ($0.35) | ($0.15) | ($0.24) | ($0.63) | ($0.17) | ($0.63) | ($1.06) | ($1.42) |
Diluted net income (loss) per share (in dollars per share) | ($0.09) | ($0.17) | ($0.09) | ($0.35) | ($0.15) | ($0.31) | ($0.63) | ($0.18) | ($0.70) | ($1.12) | ($2.60) |