Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Fibrocell Science, Inc. | |
Entity Central Index Key | 357,097 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | fcsc | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 43,887,201 | |
Entity Current Reporting Status | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 26,850 | $ 37,495 |
Accounts receivable, net of allowance for doubtful accounts of $16 and $17, respectively | 3 | 4 |
Inventory | 484 | 571 |
Prepaid expenses and other current assets | 730 | 1,279 |
Total current assets | 28,067 | 39,349 |
Property and equipment, net of accumulated depreciation of $1,121 and $1,051, respectively | 1,639 | 1,598 |
Intangible assets, net of accumulated amortization of $1,929 and $1,653, respectively | 4,411 | 4,687 |
Total assets | 34,117 | 45,634 |
Current liabilities: | ||
Accounts payable | 1,957 | 1,124 |
Accrued expenses | 2,113 | 1,675 |
Deferred revenue | 500 | 416 |
Warrant liability, current | 650 | 278 |
Total current liabilities | 5,220 | 3,493 |
Warrant liability, long term | 11,697 | 11,008 |
Other long term liabilities | 773 | 724 |
Total liabilities | 17,690 | 15,225 |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares outstanding | 0 | 0 |
Common stock, $0.001 par value; 100,000,000 shares authorized; 40,913,065 and 40,856,815 shares issued and outstanding, respectively | 41 | 41 |
Additional paid-in capital | 144,385 | 143,086 |
Accumulated deficit | (127,999) | (112,718) |
Total stockholders’ equity | 16,427 | 30,409 |
Total liabilities and stockholders’ equity | $ 34,117 | $ 45,634 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 16 | $ 17 |
Property and equipment, accumulated depreciation (in dollars) | 1,121 | 1,051 |
Intangible assets, accumulated amortization (in dollars) | $ 1,929 | $ 1,653 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 40,913,065 | 40,856,815 |
Common stock, shares outstanding | 40,913,065 | 40,856,815 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue from product sales | $ 55 | $ 58 | $ 168 | $ 104 |
Collaboration revenue | 82 | 0 | 163 | 0 |
Total revenue | 137 | 58 | 331 | 104 |
Cost of product sales | 77 | 547 | 221 | 1,340 |
Cost of collaboration revenue | 85 | 0 | 88 | 0 |
Total cost of revenue | 162 | 547 | 309 | 1,340 |
Gross (loss) profit | (25) | (489) | 22 | (1,236) |
Research and development expense | 3,694 | 2,925 | 7,681 | 10,840 |
Selling, general and administrative expense | 3,640 | 3,182 | 6,564 | 5,520 |
Operating loss | (7,359) | (6,596) | (14,223) | (17,596) |
Other income (expense): | ||||
Warrant revaluation and other finance income (expense) | 602 | 4,008 | (1,061) | 958 |
Other income | 0 | 330 | 0 | 370 |
Interest income | 1 | 1 | 3 | 2 |
Loss before income taxes | (6,756) | (2,257) | (15,281) | (16,266) |
Deferred tax benefit | 0 | 0 | 0 | 0 |
Net loss | $ (6,756) | $ (2,257) | $ (15,281) | $ (16,266) |
Per Share Information: | ||||
Basic net loss (usd per share) | $ (0.17) | $ (0.06) | $ (0.37) | $ (0.40) |
Diluted net loss (usd per share) | $ (0.17) | $ (0.09) | $ (0.37) | $ (0.43) |
Weighted average number of common shares outstanding | ||||
Basic weighted average number of common shares outstanding, shares | 40,889,732 | 40,856,815 | 40,875,704 | 40,720,958 |
Diluted weighted average number of common shares outstanding, shares | 40,889,732 | 41,250,886 | 40,875,704 | 40,917,993 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - 6 months ended Jun. 30, 2015 - USD ($) $ in Thousands | Total | Common Stock | Additional paid-in capital | Accumulated deficit |
Balance at Dec. 31, 2014 | $ 30,409 | $ 41 | $ 143,086 | $ (112,718) |
Balance (shares) at Dec. 31, 2014 | 40,856,815 | 40,856,815 | ||
Stock-based compensation expense | $ 1,044 | 1,044 | ||
Exercise of stock options | $ 255 | 255 | ||
Exercise of stock options (shares) | 56,250 | 56,250 | ||
Net loss | $ (15,281) | (15,281) | ||
Balance at Jun. 30, 2015 | $ 16,427 | $ 41 | $ 144,385 | $ (127,999) |
Balance (shares) at Jun. 30, 2015 | 40,913,065 | 40,913,065 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (15,281) | $ (16,266) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 1,044 | 739 |
Stock issued for supplemental stock issuance agreement | 0 | 5,154 |
Warrant revaluation and other finance expense (income) | 1,061 | (958) |
Depreciation and amortization | 346 | 452 |
Provision for doubtful accounts | (1) | 16 |
Change in operating assets and liabilities: | ||
Accounts receivable | 2 | (2) |
Inventory | 87 | 121 |
Prepaid expenses and other current assets | 549 | 496 |
Other assets | 0 | 214 |
Accounts payable | 833 | (1,590) |
Accrued expenses and other long-term liabilities | 489 | 1,206 |
Deferred revenue | 84 | 132 |
Net cash used in operating activities | (10,787) | (10,286) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (111) | (211) |
Net cash used in investing activities | (111) | (211) |
Cash flows from financing activities: | ||
Proceeds from the exercise of stock options | 255 | 0 |
Principle payments on capital lease obligations | (2) | 0 |
Net cash provided by financing activities | 253 | 0 |
Net decrease in cash and cash equivalents | (10,645) | (10,497) |
Cash and cash equivalents, beginning of period | 37,495 | 60,033 |
Cash and cash equivalents, end of period | $ 26,850 | $ 49,536 |
Business and Organization
Business and Organization | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [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. Fibrocell is an autologous cell and gene 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 most advanced product candidate, azficel-T, uses its proprietary autologous fibroblast technology and is in a Phase II clinical trial for the treatment of chronic dysphonia resulting from vocal cord scarring. In collaboration with Intrexon Corporation ("Intrexon") (NYSE:XON), a leader in synthetic biology, Fibrocell is also developing gene therapies for skin diseases using gene-modified autologous fibroblasts. Fibrocell has submitted an Investigational New Drug ("IND") application to the Food and Drug Administration ("FDA") for FCX-007, its lead orphan gene-therapy product candidate, for the treatment of recessive dystrophic epidermolysis bullosa ("RDEB"). Fibrocell is in preclinical development of FCX-013, its second gene-therapy product candidate, for the treatment of linear scleroderma. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Basis of Presentation | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission (“SEC”). The results of the Company’s operations for any interim period are not necessarily indicative of the results of operations for any other interim period or full year. There have been certain reclassifications made to the prior year’s results of operations to conform to the current year’s presentation. Compensation and related expenses for manufacturing and facilities personnel of $0.3 million and $0.8 million were reclassified from selling, general and administrative expense to research and development expense for the three and six months ended June 30, 2014, respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with 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. Revenue Recognition Product Sales. In June 2011, the FDA approved the Company's Biologics License Application ("BLA") for LAVIV (azficel-T) for the treatment of nasolabial fold wrinkles. The Company recognizes revenue over the period LAVIV is shipped for injection in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("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. One full course of LAVIV therapy includes three series of injections. Corresponding revenue is recognized on a prorata basis as each of the three series of injections is shipped to the physician. The Company no longer actively promotes this product. Collaboration Revenue. The Company's collaboration agreements may contain multiple elements, such as fees to perform proof of concept studies, product development, aid in obtaining U.S. patents and trademarks, and royalties based upon future commercial sales. The deliverables under such an arrangement are evaluated under ASC 605-25, Revenue Recognition: Multiple-Element Arrangements . Each required deliverable is evaluated to determine whether it qualifies as a separate unit of accounting based on whether the deliverable has “stand-alone value” to the customer. The arrangement’s consideration that is fixed or determinable is then allocated to each separate unit of accounting based on the relative selling price of each deliverable. In general, the consideration allocated to each unit of accounting is recognized as the related goods or services are delivered, limited to the consideration that is not contingent upon future deliverables. Collaboration revenue is recognized on a gross basis, in accordance with the criteria set forth in ASC 605-45, Revenue Recognition: Principal Agent Considerations . Collaboration revenue for the three and six months ended June 30, 2015 is related to a research and development agreement that the Company has with an unrelated third party to investigate potential new non-pharmaceutical applications for the Company's conditioned fibroblast media technology. Revenue recognized from this collaboration relates to an upfront license fee and a proof of concept study currently underway. Cost of Revenue. Cost of revenue includes expenses related to product sales and collaboration revenue. Cost of Product Sales . Costs include the processing of cells for LAVIV, including direct and indirect costs. Cost of product 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 an allocation of overhead costs. Cost of Collaboration Revenue . Costs directly related to deliverables in a revenue-generating collaboration are charged to cost of revenue as incurred. Research and Development Expense. 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 an allocation of overhead cost. Research and development costs also include costs 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. 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 ASC 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. Income Taxes. In accordance with ASC 270, Interim Reporting, and ASC 740, Income Taxes , the Company is required at the end of each interim period to determine the best estimate of its annual effective tax rate and then apply that rate in providing for income taxes on a current year-to-date (interim period) basis. For the three and six months ended June 30, 2015 and 2014, the Income Taxes. (continued) Company recorded no tax expense or benefit due to the expected current year loss and its historical losses. The Company had not recorded its net deferred tax asset as of either June 30, 2015 or December 31, 2014, because it maintains a full valuation allowance against all deferred tax assets as management has determined that it is not more likely than not that the Company will realize these future tax benefits. As of June 30, 2015 and December 31, 2014, the Company had no uncertain tax positions. 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. Azficel-T has three current or target indications: the Company’s commercial product, LAVIV; a clinical development program for azficel-T for the treatment of chronic dysphonia resulting from vocal cord scarring; and a clinical development program for azficel-T for the treatment of restrictive burn scarring. 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 were considered to be finite-lived intangible assets and are being amortized over 12 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 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 either the three or six months ended June 30, 2015 or 2014. Recently Issued Accounting Pronouncements In April 2015, the FASB issued Accounting Standards Update ("ASU") 2015-05, Customer's Accounting for Fees Paid in a Cloud Computing Arrangement , which provides additional guidance to customers about whether a cloud computing arrangement includes a software license. Under ASU 2015-05, if a software cloud computing arrangement contains a software license, customers should account for the license element of the arrangement in a manner consistent with the acquisition of other software licenses. If the arrangement does not contain a software license, customers should account for the arrangement as a service contract. ASU 2015-05 also removes the requirement to analogize to ASC 840-10, Leases , to determine the asset acquired in a software licensing arrangement. An entity can elect to adopt the amendments either prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. This ASU will be effective beginning in the first quarter of 2017 and early adoption is permitted. The Company is currently evaluating the effects of the adoption of this ASU on its financial statements but does not believe the impact to be material. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventories consisted of the following as of: ($ in thousands) June 30, 2015 December 31, 2014 Raw materials (LAVIV and product candidates) $ 298 $ 357 Work in process (LAVIV) 186 214 Inventory (LAVIV) $ 484 $ 571 |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2015 | |
Warrants [Abstract] | |
Warrants | 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 ASC 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 an equity instrument. 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 or 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” or “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 Liability-classified warrants June 30, 2015 December 31, 2014 Exercise Price Expiration Dates Issued in Series A, B and D Preferred Stock offerings 2,247,118 2,247,118 $ 6.25 Oct 2015 - Dec 2016 Issued in March 2010 financing 393,416 393,416 $ 6.25 Mar 2016 Issued in June 2011 financing 6,113 6,113 $ 22.50 Jun 2016 Issued in August 2011 financing 565,759 565,759 $ 18.75 Aug 2016 Issued to placement agents in August 2011 financing 50,123 50,123 $ 13.635 Aug 2016 Issued in Series B, D and E Preferred Stock offerings 76,120 76,120 $ 2.50 Nov 2015 - Dec 2017 Issued with Convertible Notes 1,125,578 1,125,578 $ 2.50 Jun 2018 Issued in Series E Preferred Stock offering 1,568,823 1,568,823 $ 7.50 Dec 2018 Total 6,033,050 6,033,050 There were no warrants exercised or canceled during the six months ended June 30, 2015. Liability-classified Warrants The foregoing warrants were recorded as derivative 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 consolidated statement of operations in each subsequent period. The change in the estimated fair value of the warrant liability for the three and six months ended June 30, 2015 resulted in non-cash income of approximately $0.6 million and expense of $1.1 million , respectively. The change in the estimated fair value of the warrant liability for the three and six months ended June 30, 2014 resulted in non-cash income of approximately $4.0 million and $1.0 million , respectively. The Company utilizes a Monte Carlo simulation valuation method to value its liability-classified warrants. The estimated fair value of these warrants is determined using Level 3 inputs. Inherent in the Monte Carlo valuation method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock based on historical volatility of a peer group that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates will remain at zero. The following table summarizes the calculated aggregate fair values, along with the assumptions utilized in each calculation: ($ in thousands) June 30, 2015 December 31, 2014 Calculated aggregate value $ 12,347 $ 11,286 Weighted average exercise price per share $ 7.08 $ 7.08 Closing price per share of common stock $ 5.27 $ 2.59 Volatility 84.2 % 67.6 % Weighted average remaining expected life 2 years, 1 month 2 years, 7 months Risk-free interest rate 0.67 % 0.86 % Dividend yield — — |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis 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 liabilities measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014: Fair value measurement using ($ in thousands) Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Balance at June 30, 2015 Assets: Cash and cash equivalents $ 26,850 $ — $ — $ 26,850 Liabilities: Warrant liability $ — $ — $ 12,347 $ 12,347 Fair value measurement using ($ in thousands) Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Balance at December 31, 2014 Assets: Cash and cash equivalents $ 37,495 $ — $ — $ 37,495 Liabilities: Warrant liability $ — $ — $ 11,286 $ 11,286 The reconciliation of the warrant liability measured at fair value on a recurring basis using unobservable inputs (Level 3) was as follows: Warrant ($ in thousands) Liability Balance at December 31, 2014 $ 11,286 Exercise of warrants — Change in fair value of warrant liability 1,061 Balance at June 30, 2015 $ 12,347 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 5 for further discussion of the warrant liability. The Company believes that the fair values of the Company’s current assets and current liabilities approximate their reported carrying amounts. There were no transfers between Level 1, 2 and 3 during the periods presented. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation The Company’s 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 advisers 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. The Company issued 206,000 options outside of the Plan to consultants. The types of awards that may be granted under the Plan include stock options (both non-qualified stock options and incentive stock options), stock appreciation rights, stock awards, stock units and other stock-based awards. The term of each award is determined by the Compensation Committee of the Board of Directors at the time each award is granted, provided that the terms of options do not exceed ten years . Vesting schedules for the stock options vary, but generally vest 25% per year, over four years . The Plan had 2,323,939 shares available for future grants as of June 30, 2015. Total share-based compensation expense, net of estimated forfeitures, recognized using the straight-line attribution method in the consolidated statements of operations is as follows: Three months ended June 30, Six months ended June 30, ($ in thousands) 2015 2014 2015 2014 Stock option compensation expense for employees and directors $ 804 $ 436 $ 1,044 $ 736 Equity awards for non-employees issued for services — — — 3 Total stock-based compensation expense $ 804 $ 436 $ 1,044 $ 739 ($ in thousands except share and per share data) Number of shares Weighted- average exercise price Weighted-average remaining contractual term (in years) Aggregate intrinsic value ($ in thousands) Outstanding at December 31, 2014 2,086,450 $ 7.43 8 years $ — Granted 1,333,614 4.45 Exercised (56,250 ) 4.53 Forfeited (115,000 ) 3.91 Expired (12,000 ) 10.50 Outstanding at June 30, 2015 3,236,814 $ 6.37 8 years, 5 months $ 2,910 Exercisable at June 30, 2015 1,353,075 $ 9.39 7 years, 4 months $ 810 The total fair value of options vested during the six months ended June 30, 2015 was approximately $1.0 million . As of June 30, 2015, there was approximately $4.9 million of total forfeiture adjusted unrecognized compensation cost, related to time-based and performance-based non-vested stock options. That cost is expected to be recognized over a weighted-average period of 3.0 years. As of June 30, 2015, there was no unrecognized compensation expense related to non-vested non-employee options. During the six months ended June 30, 2015 and 2014, the weighted average fair market value of the options granted was $3.57 and $2.74 , respectively. The fair market value of these options was computed using the Black-Scholes option-pricing model with the following key weighted average assumptions for the six months ended as of the dates indicated: June 30, 2015 June 30, 2014 Expected life 6 years, 1 month 6 years, 3 months Interest rate 1.56 % 1.97 % Dividend yield — — Volatility 103.3 % 70.4 % The Company uses a peer group to determine historical stock price volatility as it has not had enough standalone trading to satisfy the "look-back" requirements of ASC 718, Compensation: Stock Compensation . For grants issued during the first half of 2015, the Company reassessed those companies it includes in its peer group, which resulted in an increase in volatility as compared to the first half of 2014. |
Collaboration Agreements
Collaboration Agreements | 6 Months Ended |
Jun. 30, 2015 | |
Collaboration Agreements | |
Collaboration Agreement with Related Party | Collaboration Agreement with Related Party The Company and Intrexon are parties to an exclusive channel collaboration agreement, as amended. Randal J. Kirk is the chairman of the board and chief executive officer of Intrexon and, together with his affiliates, owns more than 50% of Intrexon's common stock. Affiliates of Randal J. Kirk also collectively own more than 35% of our common stock. Our directors, Marcus Smith and Julian Kirk (who is the son of Randal J. Kirk), are employees of Third Security, LLC, which is an affiliate of Randal J. Kirk. For the three months ended June 30, 2015 and 2014, the Company incurred expenses of $1.1 million and $0.7 million , respectively, for work performed under the Company's exclusive channel collaboration agreement, as amended, with Intrexon. For the six months ended June 30, 2015 and 2014, the Company incurred expenses of $2.9 million and $1.8 million , respectively, for work performed under the Company's exclusive channel collaboration agreement, as amended, with Intrexon. As of June 30, 2015 and December 31, 2014, the Company had outstanding payables to Intrexon of $0.7 million and $1.0 million , respectively. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On July 27, 2015, Fibrocell sold 2,974,136 shares of its common stock, par value $0.001 per share, in an underwritten public offering at a price per share of $5.80 (the "Offering"). The net proceeds to Fibrocell from the Offering, after deducting underwriting commissions and other estimated offering expenses payable by Fibrocell, was approximately $15.7 million . |
Loss Per Share (Notes)
Loss Per Share (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share Basic loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during a period. The diluted loss per share calculation gives effect to dilutive options, warrants, convertible notes, convertible preferred stock, and other potentially dilutive common stock including selected restricted shares of common stock outstanding during the period. Diluted loss per share is based on the treasury stock method and includes the effect from potential issuance of common stock, such as shares issuable pursuant to the exercise of stock options and warrants, assuming the exercise of all in-the-money stock options based on the average market price during the period. Common share equivalents have been excluded where their inclusion would be anti-dilutive. For the three months ended June 30, For the six months ended June 30, ($ in thousands except share and per share data) 2015 2014 2015 2014 Loss per share - basic: Numerator for basic loss per share $ (6,756 ) $ (2,257 ) $ (15,281 ) $ (16,266 ) Denominator for basic loss per share 40,889,732 40,856,815 40,875,704 40,720,958 Basic loss per common share $ (0.17 ) $ (0.06 ) $ (0.37 ) $ (0.40 ) Loss per share - diluted: Numerator for diluted loss per share $ (6,756 ) $ (2,257 ) $ (15,281 ) $ (16,266 ) Add back: Fair value of “in the money” warrants outstanding — 1,284 — 1,284 Net loss attributable to common share $ (6,756 ) $ (3,541 ) $ (15,281 ) $ (17,550 ) Denominator for basic loss per share 40,889,732 40,856,815 40,875,704 40,720,958 Plus: Incremental shares underlying “in the money” warrants outstanding — 394,071 — 197,035 Denominator for diluted loss per share 40,889,732 41,250,886 40,875,704 40,917,993 Diluted net loss per common share $ (0.17 ) $ (0.09 ) $ (0.37 ) $ (0.43 ) The following potentially dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding, as their effect would be anti-dilutive: Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 “In the money” stock options 1,482,614 844,000 1,518,957 1,094,000 “Out of the money” stock options 1,654,200 1,553,717 1,442,200 1,241,719 “In the money” warrants 1,201,698 — 1,201,698 600,849 “Out of the money” warrants 4,831,352 4,831,352 4,831,352 4,831,352 Other securities excluded from the calculation of diluted loss per share: Stock options with performance condition 100,000 — 100,000 — |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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. |
Revenue Recognition | Revenue Recognition Product Sales. In June 2011, the FDA approved the Company's Biologics License Application ("BLA") for LAVIV (azficel-T) for the treatment of nasolabial fold wrinkles. The Company recognizes revenue over the period LAVIV is shipped for injection in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("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. One full course of LAVIV therapy includes three series of injections. Corresponding revenue is recognized on a prorata basis as each of the three series of injections is shipped to the physician. The Company no longer actively promotes this product. Collaboration Revenue. The Company's collaboration agreements may contain multiple elements, such as fees to perform proof of concept studies, product development, aid in obtaining U.S. patents and trademarks, and royalties based upon future commercial sales. The deliverables under such an arrangement are evaluated under ASC 605-25, Revenue Recognition: Multiple-Element Arrangements . Each required deliverable is evaluated to determine whether it qualifies as a separate unit of accounting based on whether the deliverable has “stand-alone value” to the customer. The arrangement’s consideration that is fixed or determinable is then allocated to each separate unit of accounting based on the relative selling price of each deliverable. In general, the consideration allocated to each unit of accounting is recognized as the related goods or services are delivered, limited to the consideration that is not contingent upon future deliverables. Collaboration revenue is recognized on a gross basis, in accordance with the criteria set forth in ASC 605-45, Revenue Recognition: Principal Agent Considerations . Collaboration revenue for the three and six months ended June 30, 2015 is related to a research and development agreement that the Company has with an unrelated third party to investigate potential new non-pharmaceutical applications for the Company's conditioned fibroblast media technology. Revenue recognized from this collaboration relates to an upfront license fee and a proof of concept study currently underway. Cost of Revenue. Cost of revenue includes expenses related to product sales and collaboration revenue. Cost of Product Sales . Costs include the processing of cells for LAVIV, including direct and indirect costs. Cost of product 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 an allocation of overhead costs. Cost of Collaboration Revenue . Costs directly related to deliverables in a revenue-generating collaboration are charged to cost of revenue as incurred. |
Income Taxes | Income Taxes. In accordance with ASC 270, Interim Reporting, and ASC 740, Income Taxes , the Company is required at the end of each interim period to determine the best estimate of its annual effective tax rate and then apply that rate in providing for income taxes on a current year-to-date (interim period) basis. For the three and six months ended June 30, 2015 and 2014, the Income Taxes. (continued) Company recorded no tax expense or benefit due to the expected current year loss and its historical losses. The Company had not recorded its net deferred tax asset as of either June 30, 2015 or December 31, 2014, because it maintains a full valuation allowance against all deferred tax assets as management has determined that it is not more likely than not that the Company will realize these future tax benefits. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In April 2015, the FASB issued Accounting Standards Update ("ASU") 2015-05, Customer's Accounting for Fees Paid in a Cloud Computing Arrangement , which provides additional guidance to customers about whether a cloud computing arrangement includes a software license. Under ASU 2015-05, if a software cloud computing arrangement contains a software license, customers should account for the license element of the arrangement in a manner consistent with the acquisition of other software licenses. If the arrangement does not contain a software license, customers should account for the arrangement as a service contract. ASU 2015-05 also removes the requirement to analogize to ASC 840-10, Leases , to determine the asset acquired in a software licensing arrangement. An entity can elect to adopt the amendments either prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. This ASU will be effective beginning in the first quarter of 2017 and early adoption is permitted. The Company is currently evaluating the effects of the adoption of this ASU on its financial statements but does not believe the impact to be material. |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consisted of the following as of: ($ in thousands) June 30, 2015 December 31, 2014 Raw materials (LAVIV and product candidates) $ 298 $ 357 Work in process (LAVIV) 186 214 Inventory (LAVIV) $ 484 $ 571 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Warrants [Abstract] | |
Outstanding Warrants to Purchase Common Stock | The following table summarizes outstanding liability-classified warrants to purchase common stock as of: Number of Warrants Liability-classified warrants June 30, 2015 December 31, 2014 Exercise Price Expiration Dates Issued in Series A, B and D Preferred Stock offerings 2,247,118 2,247,118 $ 6.25 Oct 2015 - Dec 2016 Issued in March 2010 financing 393,416 393,416 $ 6.25 Mar 2016 Issued in June 2011 financing 6,113 6,113 $ 22.50 Jun 2016 Issued in August 2011 financing 565,759 565,759 $ 18.75 Aug 2016 Issued to placement agents in August 2011 financing 50,123 50,123 $ 13.635 Aug 2016 Issued in Series B, D and E Preferred Stock offerings 76,120 76,120 $ 2.50 Nov 2015 - Dec 2017 Issued with Convertible Notes 1,125,578 1,125,578 $ 2.50 Jun 2018 Issued in Series E Preferred Stock offering 1,568,823 1,568,823 $ 7.50 Dec 2018 Total 6,033,050 6,033,050 |
Summary of other assumptions used by entity | he following table summarizes the calculated aggregate fair values, along with the assumptions utilized in each calculation: ($ in thousands) June 30, 2015 December 31, 2014 Calculated aggregate value $ 12,347 $ 11,286 Weighted average exercise price per share $ 7.08 $ 7.08 Closing price per share of common stock $ 5.27 $ 2.59 Volatility 84.2 % 67.6 % Weighted average remaining expected life 2 years, 1 month 2 years, 7 months Risk-free interest rate 0.67 % 0.86 % Dividend yield — — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 liabilities measured at fair value on a recurring basis as of June 30, 2015 and December 31, 2014: Fair value measurement using ($ in thousands) Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Balance at June 30, 2015 Assets: Cash and cash equivalents $ 26,850 $ — $ — $ 26,850 Liabilities: Warrant liability $ — $ — $ 12,347 $ 12,347 Fair value measurement using ($ in thousands) Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Balance at December 31, 2014 Assets: Cash and cash equivalents $ 37,495 $ — $ — $ 37,495 Liabilities: Warrant liability $ — $ — $ 11,286 $ 11,286 |
Reconciliation of Warrant Liability Measured at Fair Value on Recurring Basis | The reconciliation of the warrant liability measured at fair value on a recurring basis using unobservable inputs (Level 3) was as follows: Warrant ($ in thousands) Liability Balance at December 31, 2014 $ 11,286 Exercise of warrants — Change in fair value of warrant liability 1,061 Balance at June 30, 2015 $ 12,347 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Share-Based Compensation Expense | Total share-based compensation expense, net of estimated forfeitures, recognized using the straight-line attribution method in the consolidated statements of operations is as follows: Three months ended June 30, Six months ended June 30, ($ in thousands) 2015 2014 2015 2014 Stock option compensation expense for employees and directors $ 804 $ 436 $ 1,044 $ 736 Equity awards for non-employees issued for services — — — 3 Total stock-based compensation expense $ 804 $ 436 $ 1,044 $ 739 |
Summary of Stock Option Activity | ($ in thousands except share and per share data) Number of shares Weighted- average exercise price Weighted-average remaining contractual term (in years) Aggregate intrinsic value ($ in thousands) Outstanding at December 31, 2014 2,086,450 $ 7.43 8 years $ — Granted 1,333,614 4.45 Exercised (56,250 ) 4.53 Forfeited (115,000 ) 3.91 Expired (12,000 ) 10.50 Outstanding at June 30, 2015 3,236,814 $ 6.37 8 years, 5 months $ 2,910 Exercisable at June 30, 2015 1,353,075 $ 9.39 7 years, 4 months $ 810 |
Details of Fair Value Option Award | The fair market value of these options was computed using the Black-Scholes option-pricing model with the following key weighted average assumptions for the six months ended as of the dates indicated: June 30, 2015 June 30, 2014 Expected life 6 years, 1 month 6 years, 3 months Interest rate 1.56 % 1.97 % Dividend yield — — Volatility 103.3 % 70.4 % |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | 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 potentially 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 based on the average market price during the period. Common share equivalents have been excluded where their inclusion would be anti-dilutive. For the three months ended June 30, For the six months ended June 30, ($ in thousands except share and per share data) 2015 2014 2015 2014 Loss per share - basic: Numerator for basic loss per share $ (6,756 ) $ (2,257 ) $ (15,281 ) $ (16,266 ) Denominator for basic loss per share 40,889,732 40,856,815 40,875,704 40,720,958 Basic loss per common share $ (0.17 ) $ (0.06 ) $ (0.37 ) $ (0.40 ) Loss per share - diluted: Numerator for diluted loss per share $ (6,756 ) $ (2,257 ) $ (15,281 ) $ (16,266 ) Add back: Fair value of “in the money” warrants outstanding — 1,284 — 1,284 Net loss attributable to common share $ (6,756 ) $ (3,541 ) $ (15,281 ) $ (17,550 ) Denominator for basic loss per share 40,889,732 40,856,815 40,875,704 40,720,958 Plus: Incremental shares underlying “in the money” warrants outstanding — 394,071 — 197,035 Denominator for diluted loss per share 40,889,732 41,250,886 40,875,704 40,917,993 Diluted net loss per common share $ (0.17 ) $ (0.09 ) $ (0.37 ) $ (0.43 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding, as their effect would be anti-dilutive: Three months ended June 30, Six months ended June 30, 2015 2014 2015 2014 “In the money” stock options 1,482,614 844,000 1,518,957 1,094,000 “Out of the money” stock options 1,654,200 1,553,717 1,442,200 1,241,719 “In the money” warrants 1,201,698 — 1,201,698 600,849 “Out of the money” warrants 4,831,352 4,831,352 4,831,352 4,831,352 Other securities excluded from the calculation of diluted loss per share: Stock options with performance condition 100,000 — 100,000 — |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Details) - Jun. 30, 2014 - USD ($) $ in Millions | Total | Total |
Selling, General and Administrative Expenses | ||
Prior Period Reclassification Adjustment | $ 0.3 | $ 0.8 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details 2) - Jun. 30, 2015 - USD ($) | Total | Total |
Accounting Policies [Abstract] | ||
Income Tax Expense (Benefit) | $ 0 | $ 0 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials (LAVIV and product candidates) | $ 298 | $ 357 |
Work in process (LAVIV) | 186 | 214 |
Inventory (LAVIV) | $ 484 | $ 571 |
Warrants (Details)
Warrants (Details) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Warrants | ||
Warrants issued to purchase common stock | 6,033,050 | 6,033,050 |
Issued in Series A, B and D Preferred Stock offerings | ||
Warrants | ||
Warrants issued to purchase common stock | 2,247,118 | 2,247,118 |
Warrant Exercise Price (in dollars per share) | $ 6.25 | |
Issued in March 2010 financing | ||
Warrants | ||
Warrants issued to purchase common stock | 393,416 | 393,416 |
Warrant Exercise Price (in dollars per share) | $ 6.25 | |
Issued in June 2011 financing | ||
Warrants | ||
Warrants issued to purchase common stock | 6,113 | 6,113 |
Warrant Exercise Price (in dollars per share) | $ 22.50 | |
Issued in August 2011 financing | ||
Warrants | ||
Warrants issued to purchase common stock | 565,759 | 565,759 |
Warrant Exercise Price (in dollars per share) | $ 18.75 | |
Issued to placement agents in August 2011 financing | ||
Warrants | ||
Warrants issued to purchase common stock | 50,123 | 50,123 |
Warrant Exercise Price (in dollars per share) | $ 13.635 | |
Issued in Series B, D and E Preferred Stock offerings | ||
Warrants | ||
Warrants issued to purchase common stock | 76,120 | 76,120 |
Warrant Exercise Price (in dollars per share) | $ 2.50 | |
Issued with Convertible Notes | ||
Warrants | ||
Warrants issued to purchase common stock | 1,125,578 | 1,125,578 |
Warrant Exercise Price (in dollars per share) | $ 2.50 | |
Issued in Series E Preferred Stock offering | ||
Warrants | ||
Warrants issued to purchase common stock | 1,568,823 | 1,568,823 |
Warrant Exercise Price (in dollars per share) | $ 7.50 |
Warrants (Details 2)
Warrants (Details 2) - Warrant Liability - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Fair value assumptions | ||
Calculated aggregate value | $ 12,347 | $ 11,286 |
Weighted average exercise price per share (usd per share) | $ 7.08 | $ 7.08 |
Closing price per share of common stock (usd per share) | $ 5.27 | $ 2.59 |
Volatility (as a percent) | 84.20% | 67.60% |
Weighted average remaining expected life | 2 years 1 month | 2 years 7 months |
Interest rate (as a percent) | 0.67% | 0.86% |
Dividend yield | 0.00% | 0.00% |
Warrants Narrative (Details)
Warrants Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Exercise of Warrants | 0 | |||
Cancellation Of Warrants | 0 | |||
Warrant | Significant unobservable inputs (Level 3) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair Value Adjustment of Warrants | $ 0.6 | $ 4 | $ 1.1 | $ 1 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Liabilities | ||
Amount transferred from Level 1 to Level 2 | $ 0 | $ 0 |
Amount transferred from Level 2 to Level 1 | 0 | 0 |
Amount transferred from Level 1 to Level 2 | 0 | 0 |
Amount transferred from Level 2 to Level 1 | 0 | 0 |
Amount transferred into Level 3 | 0 | 0 |
Amount transferred out of Level 3 | 0 | 0 |
Amount transferred into Level 3 | 0 | 0 |
Amount transferred out of Level 3 | 0 | 0 |
Recurring | Measured at fair value | ||
Assets | ||
Cash and cash equivalents | 26,850,000 | 37,495,000 |
Liabilities | ||
Warrant liability | 12,347,000 | 11,286,000 |
Recurring | Measured at fair value | Quoted prices in active markets (Level 1) | ||
Assets | ||
Cash and cash equivalents | 26,850,000 | 37,495,000 |
Recurring | Measured at fair value | Significant unobservable inputs (Level 3) | ||
Liabilities | ||
Warrant liability | $ 12,347,000 | $ 11,286,000 |
Fair Value Measurements (Deta30
Fair Value Measurements (Details 2) - Warrant $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
December 31, 2014 | $ 11,286 |
Change in fair value of warrant liability | 1,061 |
June 30, 2015 | $ 12,347 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - shares | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Equity-based compensation | ||
Options issued (in shares) | 3,236,814 | 2,086,450 |
The Plan | ||
Equity-based compensation | ||
Number of shares allowed for issuance | 5,600,000 | |
The Plan | Options | ||
Equity-based compensation | ||
Vesting percentage per year | 25.00% | |
Vesting period | 4 years | |
Options available for grant (in shares) | 2,323,939 | |
The Plan | Options | Maximum | ||
Equity-based compensation | ||
Terms of options | 10 years | |
Equity incentive outside of the Plan | Options | ||
Equity-based compensation | ||
Options issued (in shares) | 206,000 |
Share-Based Compensation (Det32
Share-Based Compensation (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Equity-based compensation | ||||
Stock-based compensation expense | $ 804 | $ 436 | $ 1,044 | $ 739 |
Options | Equity awards for non-employees issued for services | ||||
Equity-based compensation | ||||
Stock-based compensation expense | 0 | 0 | 3 | |
Options | Stock option compensation expense for employees and directors | ||||
Equity-based compensation | ||||
Stock-based compensation expense | $ 804 | $ 436 | $ 1,044 | $ 736 |
Share-Based Compensation (Det33
Share-Based Compensation (Details 3) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2013 | Dec. 31, 2014 | |
Number of shares | |||
Outstanding at beginning of period (in shares) | 2,086,450 | ||
Granted (in shares) | 1,333,614 | ||
Exercised (shares) | (56,250) | ||
Forfeited (in shares) | (115,000) | ||
Expired (in shares) | (12,000) | ||
Outstanding at end of period (in shares) | 3,236,814 | ||
Exercisable at end of period (in shares) | 1,353,075 | ||
Weighted-average exercise price | |||
Outstanding at beginning of period (in dollars per share) | $ 7.43 | ||
Granted (in dollars per share) | 4.45 | ||
Exercised (in dollars per share) | 4.53 | ||
Forfeited (in dollars per share) | 3.91 | ||
Expired (in dollars per share) | 10.50 | ||
Outstanding at end of period (in dollars per share) | 6.37 | ||
Exercisable at end of period (in dollars per share) | $ 9.39 | ||
Additional disclosures | |||
Weighted-average remaining contractual term (in years), Outstanding | 8 years 5 months | 8 years | |
Weighted-average remaining contractual term (in years), Exercisable | 7 years 4 months | ||
Aggregate intrinsic value, Outstanding | $ 2,910 | $ 0 | |
Aggregate intrinsic value, Exercisable | $ 810 |
Share-Based Compensation (Det34
Share-Based Compensation (Details 4) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Equity-based compensation | ||
Fair value of shares vested | $ 1,000,000 | |
Fair market value of options granted (in dollars per share) | $ 3.57 | $ 2.74 |
Weighted average assumptions | ||
Expected life | 6 years 1 month | 6 years 3 months |
Interest rate | 1.56% | 1.97% |
Volatility | 103.30% | 70.40% |
Time-based stock options | ||
Equity-based compensation | ||
Total unrecognized compensation cost | $ 4,900,000 | |
Weighted-average period to recognize compensation cost | 3 years 15 days | |
Performance based options | Equity awards for non-employees issued for services | ||
Equity-based compensation | ||
Total unrecognized compensation cost | $ 0 |
Collaboration Agreement with Re
Collaboration Agreement with Related Party (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Intrexon Corporation | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Expenses for work performed | $ 1.1 | $ 0.7 | $ 2.9 | $ 1.8 | |
Outstanding trade payables | $ 0.7 | $ 0.7 | $ 1 | ||
Immediate Family Member of Management or Principal Owner | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Shareholder ownership percentage | 35.00% | 35.00% | |||
Intrexon Corporation | Affiliated Entity | |||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||
Shareholder ownership percentage of related party in affiliate | 50.00% | 50.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 27, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 | ||
Proceeds from issuance of common stock | $ 15.7 | ||
Subsequent Event | Common Stock | |||
Subsequent Event [Line Items] | |||
Underwritten public offering (shares) | 2,974,136 | ||
Price per share (usd per share) | $ 5.80 |
Loss Per Share - Earnings Per S
Loss Per Share - Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share, Basic [Abstract] | ||||
Numerator for basic loss per share | $ (6,756) | $ (2,257) | $ (15,281) | $ (16,266) |
Denominator for basic loss per share, shares | 40,889,732 | 40,856,815 | 40,875,704 | 40,720,958 |
Basic net loss (usd per share) | $ (0.17) | $ (0.06) | $ (0.37) | $ (0.40) |
Earnings Per Share, Diluted [Abstract] | ||||
Numerator for diluted loss per share | $ (6,756) | $ (2,257) | $ (15,281) | $ (16,266) |
Fair value of in the money warrants outstanding | 0 | 1,284 | 0 | 1,284 |
Net loss attributable to common share | $ (6,756) | $ (3,541) | $ (15,281) | $ (17,550) |
Denominator for basic loss per share, shares | 40,889,732 | 40,856,815 | 40,875,704 | 40,720,958 |
Incremental shares underlying in the money warrants outstanding, shares | 0 | 394,071 | 0 | 197,035 |
Denominator for diluted loss per share, shares | 40,889,732 | 41,250,886 | 40,875,704 | 40,917,993 |
Diluted net loss (usd per share) | $ (0.17) | $ (0.09) | $ (0.37) | $ (0.43) |
Loss Per Share - Antidilutive S
Loss Per Share - Antidilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Shares Underlying Out of the Money Options Outstanding [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from EPS, shares | 1,482,614 | 844,000 | 1,518,957 | 1,094,000 |
Shares Underlying In The Money Stock Options Outstanding [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from EPS, shares | 1,654,200 | 1,553,717 | 1,442,200 | 1,241,719 |
Shares Underlying Out of the Money Warrants Outstanding [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from EPS, shares | 1,201,698 | 0 | 1,201,698 | 600,849 |
Shares Underlying in the Money Warrants Outstanding [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from EPS, shares | 4,831,352 | 4,831,352 | 4,831,352 | 4,831,352 |
Performance based options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from EPS, shares | 100,000 | 0 | 100,000 | 0 |