Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Mar. 07, 2014 | Jun. 30, 2013 |
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'Fibrocell Science, Inc. | ' | ' |
Entity Central Index Key | '0000357097 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Trading Symbol | 'FCSC | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 40,837,615 | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $87.20 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $60,033 | $31,346 |
Accounts receivable, net of allowance for doubtful accounts of $5 and $25, respectively | 28 | 62 |
Inventory | 597 | 477 |
Prepaid expenses and other current assets | 1,202 | 1,271 |
Total current assets | 61,860 | 33,156 |
Property and equipment, net | 1,701 | 1,658 |
Intangible assets, net of accumulated amortization of $1,102 and $551, respectively | 5,238 | 5,789 |
Other assets | 215 | 0 |
Total assets | 69,014 | 40,603 |
Current liabilities: | ' | ' |
Accounts payable | 2,958 | 921 |
Accrued expenses | 487 | 494 |
Deferred revenue | 148 | 139 |
Total current liabilities | 3,593 | 1,554 |
Warrant liability | 210 | 374 |
Other long term liabilities | 539 | 344 |
Total liabilities | 4,342 | 2,272 |
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 and 1,100,000,000 shares authorized, respectively; 39,832,225 and 26,229,909 shares issued and outstanding, respectively | 40 | 26 |
Common stock subscription receivable | 0 | -2,004 |
Additional paid-in capital | 167,342 | 112,384 |
Accumulated deficit | -102,710 | -72,075 |
Total stockholders' equity | 64,672 | 38,331 |
Total liabilities and stockholders' equity | $69,014 | $40,603 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets [Parenthetical] (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts (in dollars) | $5 | $25 |
Intangible assets, net of accumulated amortization (in dollars) | $1,102 | $551 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
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) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 1,100,000,000 |
Common stock, shares issued | 39,832,225 | 26,229,909 |
Common stock, shares outstanding | 39,832,225 | 26,229,909 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | ' | ' |
Revenue from product sales | $200 | $153 |
Cost of sales | 8,052 | 8,355 |
Gross loss | -7,852 | -8,202 |
Selling, general and administrative expenses | 10,073 | 12,167 |
Research and development expenses | 12,578 | 9,021 |
Operating loss | -30,503 | -29,390 |
Other income (expense): | ' | ' |
Warrant revaluation income (expense) | -134 | 8,725 |
Derivative revaluation expense | 0 | -23 |
Interest income (expense) | 2 | -1,017 |
Loss on extinguishment of debt | 0 | -4,421 |
Loss from continuing operations before income taxes | -30,635 | -26,126 |
Deferred tax benefit | 0 | 2,500 |
Loss from continuing operations | -30,635 | -23,626 |
Loss from discontinued operations, net of tax | 0 | -11 |
Gain on sale of discontinued operations, net of tax | 0 | 467 |
Net loss | -30,635 | -23,170 |
Net loss attributable to non-controlling interest | 0 | -24 |
Net loss attributable to Fibrocell Science, Inc. common stockholders | ($30,635) | ($23,194) |
Per share information: | ' | ' |
Loss from continuing operations - basic and diluted (in dollars per share) | ($1.03) | ($2.59) |
Loss from discontinued operations - basic and diluted (in dollars per share) | $0 | $0 |
Net loss per common share - basic and diluted (in dollars per share) | ($1.03) | ($2.59) |
Weighted average number of basic and diluted common shares outstanding (in shares) | 29,830,207 | 8,965,098 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (Deficit) (USD $) | Total | Common stock [Member] | Subscription Receivable [Member] | Additional paid-in capital [Member] | Accumulated deficit [Member] | Noncontrolling Interest [Member] |
In Thousands, except Share data | ||||||
Balance at Dec. 31, 2011 | ($5,601) | $4 | ($550) | $43,826 | ($49,349) | $468 |
Balance (shares) at Dec. 31, 2011 | ' | 3,827,132 | ' | ' | ' | ' |
Proceeds from equity financing, net | 40,185 | 18 | -2,004 | 42,171 | 0 | 0 |
Proceeds from equity financing, net (in shares) | ' | 18,203,000 | ' | ' | ' | ' |
Preferred stock conversions | 1,350 | 2 | 0 | 1,348 | 0 | 0 |
Preferred stock conversions (in shares) | ' | 2,021,120 | ' | ' | ' | ' |
Reclass and exercise of warrants to equity | 15,065 | 0 | 0 | 15,065 | 0 | 0 |
Reclass and exercise of warrants to equity (in shares) | ' | 2,496 | ' | ' | ' | ' |
Conversion of notes payable | 2,385 | 1 | 0 | 2,384 | 0 | 0 |
Conversion of notes payable (in shares) | ' | 898,641 | ' | ' | ' | ' |
Issuance of common stock | 6,917 | 1 | 0 | 6,916 | 0 | 0 |
Issuance of common stock (in shares) | ' | 1,317,520 | ' | ' | ' | ' |
Cancellation of certificate | 0 | 0 | 550 | -550 | 0 | 0 |
Cancellation of certificate (in shares) | ' | -40,000 | ' | ' | ' | ' |
Stock-based compensation expense | 1,224 | 0 | 0 | 1,224 | 0 | 0 |
Net loss | -23,194 | 0 | 0 | 0 | -22,726 | -468 |
Balance at Dec. 31, 2012 | 38,331 | 26 | -2,004 | 112,384 | -72,075 | 0 |
Balance (shares) at Dec. 31, 2012 | ' | 26,229,909 | ' | ' | ' | ' |
Subscription received | 2,004 | 0 | 2,004 | 0 | 0 | 0 |
Proceeds from equity financing, net | 47,118 | 12 | 0 | 47,106 | 0 | 0 |
Proceeds from equity financing, net (in shares) | ' | 12,311,698 | ' | ' | ' | ' |
Issuance of common stock | 6,406 | 2 | 0 | 6,404 | 0 | 0 |
Issuance of common stock (in shares) | ' | 1,243,781 | ' | ' | ' | ' |
Exercise of warrants | 298 | 0 | 0 | 298 | 0 | 0 |
Exercise of warrants (in shares) | ' | 46,837 | ' | ' | ' | ' |
Stock-based compensation expense | 1,150 | 0 | 0 | 1,150 | 0 | 0 |
Net loss | -30,635 | 0 | 0 | 0 | -30,635 | 0 |
Balance at Dec. 31, 2013 | $64,672 | $40 | $0 | $167,342 | ($102,710) | $0 |
Balance (shares) at Dec. 31, 2013 | ' | 39,832,225 | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | ' | ' |
Net loss | ($30,635) | ($23,194) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Loss on extinguishment of debt | 0 | 4,421 |
Gain on sale of Agera | 0 | -467 |
Stock issued for exclusive channel collaboration agreement | 6,406 | 6,917 |
Stock-based compensation expense | 1,150 | 1,224 |
Warrant revaluation (income) expense | 134 | -8,725 |
Derivative revaluation expense | 0 | 23 |
Deferred tax benefit | 0 | -2,500 |
Loss on disposal of property and equipment | 5 | 0 |
Depreciation and amortization | 863 | 821 |
Provision for doubtful accounts | -20 | 25 |
Amortization of debt issuance costs | 0 | 146 |
Change in operating assets and liabilities: | ' | ' |
Accounts receivable | 54 | -60 |
Inventory | -120 | -477 |
Prepaid expenses | 69 | -196 |
Other assets | -215 | 0 |
Accounts payable | 2,037 | -966 |
Accrued expenses and other liabilities | 188 | 407 |
Deferred revenue | 9 | 83 |
Miscellaneous other | 0 | -57 |
Net cash used in operating activities | -20,075 | -22,575 |
Cash flows from investing activities: | ' | ' |
Purchase of property and equipment | -360 | -493 |
Proceeds from the sale of Agera | 0 | 1,002 |
Net cash (used in) provided by investing activities | -360 | 509 |
Cash flows from financing activities: | ' | ' |
Debt issuance costs | 0 | -46 |
Net proceeds from preferred stock | 0 | 7,864 |
Net proceeds from common stock | 47,118 | 40,185 |
Subscription received | 2,004 | 0 |
Payments on insurance loan | 0 | -97 |
Principal payments on note payable | 0 | -4,823 |
Dividends paid on preferred stock | 0 | -470 |
Net cash provided by financing activities | 49,122 | 42,613 |
Net increase in cash and cash equivalents | 28,687 | 20,547 |
Cash and cash equivalents, beginning of period | 31,346 | 10,799 |
Cash and cash equivalents, end of period | $60,033 | $31,346 |
Business_and_Organization
Business and Organization | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Business and Organization | ' |
Note 1. Business and Organization | |
Fibrocell Science, Inc. (“Fibrocell” or the “Company”) is the parent company of Fibrocell Technologies (“Fibrocell Tech”). 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 therapy company primarily focused on developing first-in-class treatments for skin diseases and conditions with high unmet medical needs. Based on its proprietary autologous fibroblast technology, the Company is pursuing medical applications of azficel-T for restrictive burn scarring and vocal cord scarring. The Company’s collaboration with Intrexon Corporation (NYSE:XON) (“Intrexon”), a leader in synthetic biology, includes using genetically-modified fibroblasts for treating orphan skin diseases for which there are no currently approved products and exploring the localized treatment of the most common autoimmune skin disease, moderate-to-severe psoriasis. The Company’s collaboration with UCLA, focusing on skin-derived stem cells and more efficient ways to convert skin cells to other cell types, holds potential for future discovery and development of autologous cell therapeutics. | |
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. | |
The Company transitioned from its development stage to operational activities as of July 1, 2012. As such, the financial statements have been updated to reflect that the Company is no longer a development stage company. | |
Basis_of_Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Note 2. Basis of 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, 2013 | ||||||
Accounting Policies [Abstract] | ' | |||||
Summary of Significant Accounting Policies | ' | |||||
Note 3. 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, 2013, the Company maintains its operating cash with one major U.S. domestic bank and the remainder of its cash 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. | ||||||
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 (“WIP”). | ||||||
Property and Equipment | ||||||
Property and equipment is carried at cost less accumulated depreciation. Generally, depreciation for financial reporting purposes is calculated using the straight-line method over the estimated useful life of three years, except for leasehold improvements which are depreciated using the straight-line method over the remaining lease term or the life of the asset, whichever is shorter. The cost of repairs and maintenance is charged to expense as incurred. | ||||||
Intangible Assets | ||||||
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, 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 either of the years ended December 31, 2013 or 2012. | ||||||
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. These direct costs include the majority of costs incurred in our manufacturing, facility, quality control, and quality assurance operations along with an allocation of overhead costs. The principal reason for the relatively small level of revenue as compared to the cost of sales is that we changed corporate strategy in 2013 to de-emphasize sales of azficel-T into the aesthetic markets, and strategically transition to focus on high-value therapeutic applications for treatment of unmet medical conditions of the skin and connective tissue. | ||||||
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 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 | ||||||
Certain warrants are measured at fair value and liability-classified under ASC 815 Derivatives and Hedging (“ASC 815”) because the warrants contain “down-round protection” and therefore, do not meet the scope exception for treatment as a derivative under ASC 815. 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. The Company will continue to classify the fair value of certain warrants 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. | ||||||
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, 2013 and 2012, the Company had no uncertain tax positions. | ||||||
At December 31, 2013 and December 31, 2012, 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. In addition, as a result of fresh-start accounting, the Company may be limited by section 382 of the Internal Revenue Service Code. The tax years 2010 through 2013 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 earnings 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, assuming the exercise of all in-the-money stock options. Common share equivalents have been excluded where their inclusion would be anti-dilutive. | ||||||
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 year ended December 31, | ||||||
2013 | 2012 | |||||
Shares underlying options outstanding | 2,068,720 | 562,025 | ||||
Shares underlying warrants outstanding | 6,033,050 | 6,132,050 | ||||
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. 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. | ||||||
Inventory
Inventory | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventory | ' | |||||||
Note 4. Inventory | ||||||||
Inventories consisted of the following as of: | ||||||||
December 31, | December 31, | |||||||
($ in thousands) | 2013 | 2012 | ||||||
Raw materials | $ | 511 | $ | 326 | ||||
Work-in-process | 86 | 151 | ||||||
Inventory | $ | 597 | $ | 477 | ||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment | ' | |||||||
Note 5. Property and Equipment | ||||||||
Property and equipment consisted of the following as of: | ||||||||
($ in thousands) | December 31, | December 31, | ||||||
2013 | 2012 | |||||||
Laboratory equipment | $ | 1,045 | $ | 800 | ||||
Computer equipment and software | 179 | 178 | ||||||
Furniture and fixtures | 15 | 15 | ||||||
Leasehold improvements | 448 | 338 | ||||||
Construction-in-process | 749 | 761 | ||||||
2,436 | 2,092 | |||||||
Less: Accumulated depreciation | -735 | -434 | ||||||
Property and equipment, net | $ | 1,701 | $ | 1,658 | ||||
Depreciation expense was approximately $0.3 million for each of the years ended December 31, 2013 and 2012. | ||||||||
Accrued_Expenses
Accrued Expenses | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Payables And Accruals [Abstract] | ' | |||||||
Accrued Expenses | ' | |||||||
Note 6. Accrued Expenses | ||||||||
Accrued expenses consisted of the following as of: | ||||||||
December 31, | December 31, | |||||||
($ in thousands) | 2013 | 2012 | ||||||
Accrued professional fees | $ | 194 | $ | 58 | ||||
Accrued compensation | 40 | 48 | ||||||
Accrued other | 253 | 388 | ||||||
Accrued expenses | $ | 487 | $ | 494 | ||||
Warrants
Warrants | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Other Liabilities Disclosure [Abstract] | ' | ||||||||||||
Warrants | ' | ||||||||||||
Note 7. 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 if the stock warrants contain “down-round protection” 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. The Company will continue to classify the fair value of the warrants that contain “down-round protection” 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 Company utilized the Monte Carlo simulation valuation method to value the liability-classified warrants until September 30, 2012 when the Company concluded that the Black-Scholes option pricing model was an appropriate valuation method due to the assumption that no future financing would be expected at a price lower than the current exercise price and the majority of the warrants were converted to equity-classified warrants on October 9, 2012. | |||||||||||||
The following table summarizes outstanding warrants to purchase common stock as of: | |||||||||||||
Number of Warrants | |||||||||||||
December | December | Exercise | Expiration Dates | ||||||||||
31, 2013 | 31, 2012 | Price | |||||||||||
Liability-classified warrants | |||||||||||||
Issued in Series B Preferred Stock offering | 1,320 | 1,320 | $ | 2.5 | Nov. 2015 | ||||||||
Issued in Series D Preferred Stock offering | 14,800 | 39,800 | $ | 2.5 | Jan.-Feb. 2016 | ||||||||
Issued in Series E Preferred Stock offering | 60,000 | 120,000 | $ | 2.5 | May 2017 | ||||||||
Subtotal | 76,120 | 161,120 | |||||||||||
Equity-classified warrants | |||||||||||||
Issued in June 2011 equity financing | 6,113 | 6,113 | $ | 22.5 | June 2016 | ||||||||
Issued in March 2010 and Preferred Stock offerings | 4,209,357 | 4,209,357 | $ | 6.25-7.50 | Oct. 2015 –July 2018 | ||||||||
Issued with Convertible Notes | 1,125,578 | 1,125,578 | $ | 2.5 | June 2018 | ||||||||
Issued to placement agents in August 2011 equity financing | 50,123 | 50,123 | $ | 13.64 | August 2016 | ||||||||
Issued in August 2011 equity financing | 565,759 | 579,759 | $ | 18.75 | August 2016 | ||||||||
Subtotal | 5,956,930 | 5,970,930 | |||||||||||
Total | 6,033,050 | 6,132,050 | |||||||||||
There were 85,000 warrants exercised on a cashless basis for the year ended December 31, 2013, which resulted in the issuance of 46,837 shares of common stock for the year ended December 31, 2013. There were 5,000 warrants exercised on a cashless basis for the year ended December 31, 2012, which resulted in the issuance of 2,496 shares of common stock for the year ended December 31, 2012. In addition there were 14,000 warrant cancellations for the year ended December 31, 2012. | |||||||||||||
Modification of Outstanding Warrants | |||||||||||||
Effective upon the completion of the October 2012 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 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 October 2012 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 October 2012 Offering. | |||||||||||||
Liability-classified Warrants | |||||||||||||
The Company utilized the Monte Carlo simulation valuation method to value the liability classified warrants until September 30, 2012 when the Company concluded that the Black-Scholes option pricing model was an appropriate valuation method due to the assumption that no future financing would be expected at a price lower than the current exercise price and the majority of the warrants were converted to equity-classified warrants on October 9, 2012. In addition, the warrants issued in connection with the June 2012 12.5% convertible notes as of a result of the October 2012 offering had a modification in the number of warrants and the exercise price was changed from $7.50 to $2.50 per share which increased the number of shares of common stock underlying such warrants by 562,790. As a result of the October 2012 offering, 5,334,935 of the liability-classified warrants were reclassified to equity-classified warrants due to the removal of the “down-round protection.” On October 9, 2012, approximately $15.0 million was reclassified from warrant liability to equity. For additional discussion on the warrant liability, see Note 3. | |||||||||||||
A portion of the warrant holders did not sign the waivers to remove the “down-round protection” in October 2012, consequently the liability-classified warrants exercise price was reset to $2.50 per share and the number of shares of common stock underlying such warrants were increased. | |||||||||||||
The following table summarizes the calculated aggregate fair values, along with the assumptions utilized in each calculation: | |||||||||||||
($ in thousands, except per share data) | December 31, | December 31, | October 9, | ||||||||||
2013 | 2012 | 2012 (1) | |||||||||||
Calculated aggregate value | $ | 210 | $ | 374 | $ | 15,048 | |||||||
Weighted average exercise price per share of warrant | $ | 2.5 | $ | 2.5 | $ | 6.25 | |||||||
Closing price per share of common stock | $ | 4.06 | $ | 3.75 | $ | 5.25 | |||||||
Volatility | 91 | % | 70 | % | 69 | % | |||||||
Expected term (years) | 3.1 | 4 | 4.8 | ||||||||||
Risk-free interest rate | 0.85 | % | 0.63 | % | 0.45 | % | |||||||
Dividend yield | - | - | - | ||||||||||
-1 | - Calculated fair value after the modification. | ||||||||||||
Debt
Debt | 12 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
Debt | ' |
Note 8. 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 and exchange the balance of each holder’s original note, for (i) a new 12.5% note (“Note”) 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. 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. For additional discussion on conversion of notes payable, see Note 9. | |
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 $4.4 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 $3.2 million. See Note 7 for further discussion of the warrant liability. | |
Equity
Equity | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Equity [Abstract] | ' | |||||||||||||
Equity | ' | |||||||||||||
Note 9. Equity | ||||||||||||||
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. | ||||||||||||||
The Company recorded accrued dividends at a rate of 6% per annum on previously issued shares of Series D preferred stock and 8% per annum on previously issued shares of Series E preferred stock. During 2012, the Company had outstanding shares of our Series D and Series E preferred stock. All of these shares were converted into common stock on October 9, 2012. Prior to such conversion, these preferred shares were entitled to certain dividends. There were no cash payments for Series D and Series E preferred stock dividends for 2013 and approximately $0.5 million in cash payments for 2012. There were no preferred shares issued or outstanding as of December 31, 2013 or 2012. | ||||||||||||||
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, 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 (the “Notes”). 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 October 2012 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 “First 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. | ||||||||||||||
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. | ||||||||||||||
During 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 | 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 | |||||||||
30-May-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 2012 private placement Series E Convertible Preferred Stock transaction, the net proceeds of $7.8 million was allocated to the fair value of the warrants. The July 16, 2012 sale represented the final closing of the Series E Offering and effective on such date, the Company closed the Series E Offering. | ||||||||||||||
Preferred Stock Series D | ||||||||||||||
The Company recorded accrued dividends at a rate of 6% per annum on the Series D and 8% per annum on the Series E Preferred until this preferred stock was converted in October 2012. There were no cash dividend payments during the year ended December 31, 2013 and approximately $0.5 million in cash dividend payments during the year ended December 31, 2012. The Series D and Series E Redeemable Preferred stock was converted into common stock in October 2012. | ||||||||||||||
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, (“ASC 815”) 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 convertible notes were converted into common stock resulting in revaluation expense of less than $0.1 million for the year ended December 31, 2012 in the Company’s Consolidated 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 the Company’s 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 has been recorded as a derivative liability under ASC 815 in the consolidated balance sheet as of December 31, 2011. The fair value of the derivative liability is 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 statement of operations until the preferred stock was converted on October 9, 2012 into common stock and $1.4 million was recorded in equity. | ||||||||||||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||
Fair Value Measurements | ' | |||||||||||||
Note 10. Fair Value Measurements | ||||||||||||||
The Company adopted the accounting guidance on fair value measurements for financial assets and liabilities measured on a recurring basis. The guidance requires fair value measurements be classified and disclosed in one of the following three categories: | ||||||||||||||
• Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; | ||||||||||||||
• Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; | ||||||||||||||
• Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). | ||||||||||||||
The following fair value hierarchy table presents information about each major category of the Company’s financial assets and liability measured at fair value on a recurring basis as of December 31, 2013 and 2012: | ||||||||||||||
Fair value measurement using | ||||||||||||||
($ 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 | $ | - | $ | - | $ | 210 | $ | 210 | ||||||
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, 2012 | ||||||||||||||
Assets: | ||||||||||||||
Cash and cash equivalents | $ | 31,346 | $ | - | $ | - | $ | 31,346 | ||||||
Liabilities: | ||||||||||||||
Warrant liability | $ | - | $ | - | $ | 374 | $ | 374 | ||||||
The reconciliation of warrant liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows: | ||||||||||||||
Warrant | ||||||||||||||
($ in thousands) | Liability | |||||||||||||
Balance at December 31, 2011 | $ | 13,087 | ||||||||||||
Issuance of additional warrants | 11,077 | |||||||||||||
Exercise of warrants | -17 | |||||||||||||
Warrants reclassified to equity due to change in term | -15,048 | |||||||||||||
Change in fair value of warrant liability | -8,725 | |||||||||||||
Balance at December 31, 2012 | $ | 374 | ||||||||||||
Exercise of warrants | -298 | |||||||||||||
Change in fair value of warrant liability | 134 | |||||||||||||
Balance at December 31, 2013 | $ | 210 | ||||||||||||
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 Company believes that the fair values of our current assets and current liabilities approximate their reported carrying amounts. There were no transfers between Level 1, 2 and 3. | ||||||||||||||
Equitybased_Compensation
Equity-based Compensation | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | |||||||||||||
Equity-based Compensation | ' | |||||||||||||
Note 11. Equity-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 2,600,000 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 stock-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 713,280 options available for grant as of December 31, 2013. | ||||||||||||||
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) | 2013 | 2012 | ||||||||||||
Stock option compensation expense for employees and | $ | 1,045 | $ | 1,200 | ||||||||||
directors | ||||||||||||||
Equity awards for nonemployees issued for services | 105 | 24 | ||||||||||||
Total stock-based compensation expense | $ | 1,150 | $ | 1,224 | ||||||||||
During the years ended December 31, 2013 and 2012, the weighted average fair market value using the Black-Scholes option-pricing model of the options granted was $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: | ||||||||||||||
2013 | 2012 | |||||||||||||
Expected life (years) | 5.8 | 5.7 | ||||||||||||
Interest rate | 1.6 | % | 1.6 | % | ||||||||||
Dividend yield | — | — | ||||||||||||
Volatility | 71 | % | 64 | % | ||||||||||
Number of | Weighted- | Weighted- | Aggregate | |||||||||||
shares | average | average | intrinsic | |||||||||||
exercise | remaining | value | ||||||||||||
price | contractual | |||||||||||||
term (in years) | ||||||||||||||
Outstanding at December 31, 2011 | 544,340 | $ | 19.25 | 7.5 | $ | - | ||||||||
Granted | 38,000 | $ | 8.02 | |||||||||||
Exercised | - | - | ||||||||||||
Forfeited | -20,315 | $ | 15.48 | |||||||||||
Outstanding at December 31, 2012 | 562,025 | $ | 18.56 | 7 | $ | - | ||||||||
Granted | 1,532,000 | $ | 4.15 | |||||||||||
Exercised | - | - | ||||||||||||
Forfeited | -25,305 | $ | 14.71 | |||||||||||
Outstanding at December 31, 2013 | 2,068,720 | $ | 7.93 | 8.4 | $ | 89 | ||||||||
Exercisable at December 31, 2013 | 703,437 | $ | 15.36 | 6.9 | $ | 23 | ||||||||
The total fair value of shares vested during the years ended December 31, 2013 and 2012 were $1.2 million and $1.3 million, respectively. There were no exercises of vested stock options during the years ended 2013 and 2012. As of December 31, 2013, there was $2.8 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 3.4 years. As of December 31, 2013, there was approximately $0.6 million of total unrecognized compensation cost related to performance-based nonvested consultant options. | ||||||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Income Taxes | ' | |||||||
Note 12. Income Taxes | ||||||||
Fibrocell Science, Inc. and Fibrocell Technologies, Inc. file a consolidated U.S. Federal income tax return, and file U.S. state income tax returns in several jurisdictions as well. In general, the U.S. federal and state income tax returns remain open to examination by taxing authorities for tax years beginning in 2010 to present. However, if and when the Company claims net operating loss carryforwards from years prior to 2010 against future taxable income, those losses may be examined by the taxing authorities as well. The Company's foreign subsidiaries file income tax returns in their respective jurisdictions. | ||||||||
The components of the income tax expense/(benefit) related to continuing operations, are as follows: | ||||||||
Year ended | Year ended | |||||||
December 31, | December 31, | |||||||
($ in thousands) | 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 | Year ended | |||||||
December 31, | December 31, | |||||||
($ in thousands) | 2013 | 2012 | ||||||
Tax benefit at U.S. federal statutory rate | $ | -10,722 | $ | -9,144 | ||||
Increase in domestic valuation allowance | 11,626 | 11,127 | ||||||
State income taxes/(benefit) before valuation allowance, net of federal benefit | -1,026 | -1,971 | ||||||
Capital loss limitation | - | -817 | ||||||
Loss on extinguishment of debt | - | 1,547 | ||||||
Derivative revaluation expense | - | 8 | ||||||
Warrant revaluation (gain)/expense | 47 | -3,054 | ||||||
Other | 75 | -196 | ||||||
$ | - | $ | -2,500 | |||||
The components of the Company's net deferred tax assets and liabilities at December 31, 2013 and 2012 are as follows: | ||||||||
December 31, | December 31, | |||||||
($ in thousands) | 2013 | 2012 | ||||||
Deferred tax liabilities: | ||||||||
Intangible assets | $ | 2,247 | $ | 2,282 | ||||
Total deferred tax liabilities | $ | 2,247 | $ | 2,282 | ||||
Deferred tax assets: | ||||||||
Loss carryforwards | $ | 54,253 | $ | 49,598 | ||||
Capital loss carryforward | 844 | 817 | ||||||
Property and equipment | 1,149 | 1,327 | ||||||
License fees | 5,393 | - | ||||||
Accrued expenses and other | 412 | 360 | ||||||
Stock compensation | 2,698 | 2,492 | ||||||
Total deferred tax assets | 64,749 | 54,594 | ||||||
Less: valuation allowance | -62,502 | -52,312 | ||||||
Total deferred tax assets | $ | 2,247 | $ | 2,282 | ||||
Net deferred tax liabilities | $ | - | $ | - | ||||
As of December 31, 2013, the Company had generated U.S. net operating loss carryforwards of approximately $141.7 million which expire from 2018 to 2033. There are also net loss carryforwards in certain non-U.S. jurisdictions of approximately $25.5 million, which are not included in the components of the Company’s net deferred tax assets listed above because there are no longer any foreign operations and no expectations that these net loss carryforwards can be realized. The domestic net operating loss carryforwards are available to reduce future taxable income. However, a change in ownership, as defined by federal income tax regulations, could significantly limit the Company's ability to utilize its U.S. net operating loss carryforwards. Additionally, because federal tax laws limit the time during which the net operating loss carryforwards may be applied against future taxes, if the Company fails to generate taxable income prior to the expiration dates it may not be able to fully utilize the net operating loss carryforwards to reduce future income taxes. 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, 2013 and 2012. The valuation allowance increased by $10.2 million and $11.1 million during 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, 2013 | |
Text Block [Abstract] | ' |
Collaboration with Related Party | ' |
Note 13. 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 an Exclusive Channel Collaboration Agreement (the “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 genetically-modified fibroblast cells to treat patients with collagen deficient diseases. The Company is working to genetically modify fibroblasts with the gene to produce collagen VII to treat patients with recessive dystrophic epidermolysis bullosa (“RDEB”). This development concept utilizes genetically-modified 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 (the “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. | |
Pursuant to the Channel Agreement and Amendment, 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, 2013 and 2012, the Company incurred expenses of $3.7 million and $0.1 million, respectively, for work performed. As of December 31, 2013 and 2012, the Company had outstanding trade payables with Intrexon of $1.3 million and $0.1 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. For additional discussion on Intrexon, see Note 17. | |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||||||
Commitments and Contingencies | ' | ||||||||||||||||
Note 14. 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 $1.5 million and $1.4 million for the years ended December 31, 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 Fibrocell Science, Inc. Under the terms of the license agreement, the Company agreed to pay UCLA a non-refundable initial license fee of $10,000 thirty days post execution of the agreement and the Company also agreed to pay UCLA an annual license maintenance fee of, a percentage of product royalties, and milestone payments based on the Company’s achievement of certain clinical and regulatory related milestones for these rights. The Company’s ability to meet the milestones is dependent on a number of factors including final approvals by regulatory agencies and the continued enforceability of patent claims. | |||||||||||||||||
On May 3, 2012, the Company also entered into a sponsored research agreement with the Massachusetts Institute of Technology (“MIT”) to progress the research currently underway at UCLA above. Under the agreement, MIT researchers will investigate viable techniques to isolate, separate, and expand subpopulations of mesenchymal stem cells from dermal cell populations. The goal is to produce relevant quantities of the cells and performs ex vivo studies to determine the ability of these cells to produce clinically meaningful outcomes, such as bone production. If successful, in vivo studies will be evaluated for safety and efficacy analysis. The agreement is currently scheduled to terminate in September 2015 | |||||||||||||||||
The amounts in the table below assume the foregoing agreements are continued through their respective terms. The agreements may be terminated at the option of either party. In such event, the Company’s obligation would be limited to costs through the date of such termination. | |||||||||||||||||
Contractual Obligations | |||||||||||||||||
The following table summarizes the Company’s contractual obligations as of December 31, 2013: | |||||||||||||||||
Payments due by period | |||||||||||||||||
($ in thousands) | Total | 2014 | 2015 | 2017 | 2019 | ||||||||||||
and 2016 | and 2018 | and thereafter | |||||||||||||||
License fee obligations(1) | $ | 895 | $ | 525 | $ | 290 | $ | 40 | $ | 40 | |||||||
Operating lease obligations(2) | $ | 12,251 | $ | 1,081 | $ | 2,465 | $ | 2,509 | $ | 6,196 | |||||||
Total | $ | 13,146 | $ | 1,606 | $ | 2,755 | $ | 2,549 | $ | 6,236 | |||||||
-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, 2013 | ||||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||||
Supplemental Cash Flow Information | ' | |||||||
Note 15. Supplemental Cash Flow Information | ||||||||
The following table contains additional cash flow information as of: | ||||||||
($ in thousands) | December 31, | December 31, | ||||||
2013 | 2012 | |||||||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid for interest | $ | - | $ | 1,885 | ||||
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, 2013 | |||||
Discontinued Operations And Disposal Groups [Abstract] | ' | ||||
Discontinued Operations | ' | ||||
Note 16. 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 for the year ended December 31, 2012. The Company recorded a gain of approximately $0.4 million on the sale. | |||||
The financial results of Agera are classified as discontinued operations in the accompanying Consolidated Statement of Operations for the year ended December 31, 2012. | |||||
Summary financial information related to discontinued operations is as follows: | |||||
Year ended | |||||
December 31, 2012 | |||||
($ in thousands) | |||||
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. | |||||
Subsequent_Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 17. Subsequent Event | |
On January 10, 2014, the Company and Intrexon entered into a Second Amendment (the “Second Amendment”) to the parties’ Exclusive Channel Collaboration Agreement dated October 5, 2012, as previously amended on June 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 genetically-modified and non-genetically-modified autologous fibroblasts and autologous dermal cells 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. | |
In connection with the execution of the Second Amendment to the Channel Agreement 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, who is an affiliate of NRM VII Holdings I, LLC, the Company’s largest shareholder, 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 will record a fair value of $5.2 million for 1,024,590 shares, on a per share value of $5.03 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 first quarter of 2014. For additional discussion on Intrexon, see Notes 9 and 13. | |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
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, 2013, the Company maintains its operating cash with one major U.S. domestic bank and the remainder of its cash 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 (“WIP”). | ||||||
Property and Equipment | ' | |||||
Property and Equipment | ||||||
Property and equipment is carried at cost less accumulated depreciation. Generally, depreciation for financial reporting purposes is calculated using the straight-line method over the estimated useful life of three years, except for leasehold improvements which are depreciated using the straight-line method over the remaining lease term or the life of the asset, whichever is shorter. The cost of repairs and maintenance is charged to expense as incurred. | ||||||
Intangible Assets | ' | |||||
Intangible Assets | ||||||
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, 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 either of the years ended December 31, 2013 or 2012. | ||||||
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. These direct costs include the majority of costs incurred in our manufacturing, facility, quality control, and quality assurance operations along with an allocation of overhead costs. The principal reason for the relatively small level of revenue as compared to the cost of sales is that we changed corporate strategy in 2013 to de-emphasize sales of azficel-T into the aesthetic markets, and strategically transition to focus on high-value therapeutic applications for treatment of unmet medical conditions of the skin and connective tissue. | ||||||
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 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 | ' | |||||
Warrant Liability | ||||||
Certain warrants are measured at fair value and liability-classified under ASC 815 Derivatives and Hedging (“ASC 815”) because the warrants contain “down-round protection” and therefore, do not meet the scope exception for treatment as a derivative under ASC 815. 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. The Company will continue to classify the fair value of certain warrants 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. | ||||||
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, 2013 and 2012, the Company had no uncertain tax positions. | ||||||
At December 31, 2013 and December 31, 2012, 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. In addition, as a result of fresh-start accounting, the Company may be limited by section 382 of the Internal Revenue Service Code. The tax years 2010 through 2013 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 earnings 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, assuming the exercise of all in-the-money stock options. Common share equivalents have been excluded where their inclusion would be anti-dilutive. | ||||||
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 year ended December 31, | ||||||
2013 | 2012 | |||||
Shares underlying options outstanding | 2,068,720 | 562,025 | ||||
Shares underlying warrants outstanding | 6,033,050 | 6,132,050 | ||||
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. 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. | ||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Accounting Policies [Abstract] | ' | |||||
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 year ended December 31, | ||||||
2013 | 2012 | |||||
Shares underlying options outstanding | 2,068,720 | 562,025 | ||||
Shares underlying warrants outstanding | 6,033,050 | 6,132,050 | ||||
Inventory_Tables
Inventory (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories consisted of the following as of: | ||||||||
December 31, | December 31, | |||||||
($ in thousands) | 2013 | 2012 | ||||||
Raw materials | $ | 511 | $ | 326 | ||||
Work-in-process | 86 | 151 | ||||||
Inventory | $ | 597 | $ | 477 | ||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment | ' | |||||||
Property and equipment consisted of the following as of: | ||||||||
($ in thousands) | December 31, | December 31, | ||||||
2013 | 2012 | |||||||
Laboratory equipment | $ | 1,045 | $ | 800 | ||||
Computer equipment and software | 179 | 178 | ||||||
Furniture and fixtures | 15 | 15 | ||||||
Leasehold improvements | 448 | 338 | ||||||
Construction-in-process | 749 | 761 | ||||||
2,436 | 2,092 | |||||||
Less: Accumulated depreciation | -735 | -434 | ||||||
Property and equipment, net | $ | 1,701 | $ | 1,658 | ||||
Depreciation expense was approximately $0.3 million for each of the years ended December 31, 2013 and 2012. | ||||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Payables And Accruals [Abstract] | ' | |||||||
Accrued Expenses | ' | |||||||
Accrued expenses consisted of the following as of: | ||||||||
December 31, | December 31, | |||||||
($ in thousands) | 2013 | 2012 | ||||||
Accrued professional fees | $ | 194 | $ | 58 | ||||
Accrued compensation | 40 | 48 | ||||||
Accrued other | 253 | 388 | ||||||
Accrued expenses | $ | 487 | $ | 494 | ||||
Warrants_Tables
Warrants (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Text Block [Abstract] | ' | ||||||||||||
Outstanding Warrants to Purchase Common Stock | ' | ||||||||||||
The following table summarizes outstanding warrants to purchase common stock as of: | |||||||||||||
Number of Warrants | |||||||||||||
December | December | Exercise | Expiration Dates | ||||||||||
31, 2013 | 31, 2012 | Price | |||||||||||
Liability-classified warrants | |||||||||||||
Issued in Series B Preferred Stock offering | 1,320 | 1,320 | $ | 2.5 | Nov. 2015 | ||||||||
Issued in Series D Preferred Stock offering | 14,800 | 39,800 | $ | 2.5 | Jan.-Feb. 2016 | ||||||||
Issued in Series E Preferred Stock offering | 60,000 | 120,000 | $ | 2.5 | May 2017 | ||||||||
Subtotal | 76,120 | 161,120 | |||||||||||
Equity-classified warrants | |||||||||||||
Issued in June 2011 equity financing | 6,113 | 6,113 | $ | 22.5 | June 2016 | ||||||||
Issued in March 2010 and Preferred Stock offerings | 4,209,357 | 4,209,357 | $ | 6.25-7.50 | Oct. 2015 –July 2018 | ||||||||
Issued with Convertible Notes | 1,125,578 | 1,125,578 | $ | 2.5 | June 2018 | ||||||||
Issued to placement agents in August 2011 equity financing | 50,123 | 50,123 | $ | 13.64 | August 2016 | ||||||||
Issued in August 2011 equity financing | 565,759 | 579,759 | $ | 18.75 | August 2016 | ||||||||
Subtotal | 5,956,930 | 5,970,930 | |||||||||||
Total | 6,033,050 | 6,132,050 | |||||||||||
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, | October 9, | ||||||||||
2013 | 2012 | 2012 (1) | |||||||||||
Calculated aggregate value | $ | 210 | $ | 374 | $ | 15,048 | |||||||
Weighted average exercise price per share of warrant | $ | 2.5 | $ | 2.5 | $ | 6.25 | |||||||
Closing price per share of common stock | $ | 4.06 | $ | 3.75 | $ | 5.25 | |||||||
Volatility | 91 | % | 70 | % | 69 | % | |||||||
Expected term (years) | 3.1 | 4 | 4.8 | ||||||||||
Risk-free interest rate | 0.85 | % | 0.63 | % | 0.45 | % | |||||||
Dividend yield | - | - | - | ||||||||||
-1 | - Calculated fair value after the modification. | ||||||||||||
Equity_Tables
Equity (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Equity [Abstract] | ' | |||||||||||||
Sale Of Private Placement Convertible Preferred Stock | ' | |||||||||||||
During 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 | 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 | |||||||||
30-May-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, 2013 | ||||||||||||||
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, 2013 and 2012: | ||||||||||||||
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 | $ | - | $ | - | $ | 210 | $ | 210 | ||||||
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, 2012 | ||||||||||||||
Assets: | ||||||||||||||
Cash and cash equivalents | $ | 31,346 | $ | - | $ | - | $ | 31,346 | ||||||
Liabilities: | ||||||||||||||
Warrant liability | $ | - | $ | - | $ | 374 | $ | 374 | ||||||
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: | ||||||||||||||
Warrant | ||||||||||||||
($ in thousands) | Liability | |||||||||||||
Balance at December 31, 2011 | $ | 13,087 | ||||||||||||
Issuance of additional warrants | 11,077 | |||||||||||||
Exercise of warrants | -17 | |||||||||||||
Warrants reclassified to equity due to change in term | -15,048 | |||||||||||||
Change in fair value of warrant liability | -8,725 | |||||||||||||
Balance at December 31, 2012 | $ | 374 | ||||||||||||
Exercise of warrants | -298 | |||||||||||||
Change in fair value of warrant liability | 134 | |||||||||||||
Balance at December 31, 2013 | $ | 210 | ||||||||||||
Equitybased_Compensation_Table
Equity-based Compensation (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Disclosure Of Compensation Related Costs Sharebased 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) | 2013 | 2012 | ||||||||||||
Stock option compensation expense for employees and | $ | 1,045 | $ | 1,200 | ||||||||||
directors | ||||||||||||||
Equity awards for nonemployees issued for services | 105 | 24 | ||||||||||||
Total stock-based compensation expense | $ | 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: | ||||||||||||||
2013 | 2012 | |||||||||||||
Expected life (years) | 5.8 | 5.7 | ||||||||||||
Interest rate | 1.6 | % | 1.6 | % | ||||||||||
Dividend yield | — | — | ||||||||||||
Volatility | 71 | % | 64 | % | ||||||||||
Summary of Stock Option Activity | ' | |||||||||||||
Number of | Weighted- | Weighted- | Aggregate | |||||||||||
shares | average | average | intrinsic | |||||||||||
exercise | remaining | value | ||||||||||||
price | contractual | |||||||||||||
term (in years) | ||||||||||||||
Outstanding at December 31, 2011 | 544,340 | $ | 19.25 | 7.5 | $ | - | ||||||||
Granted | 38,000 | $ | 8.02 | |||||||||||
Exercised | - | - | ||||||||||||
Forfeited | -20,315 | $ | 15.48 | |||||||||||
Outstanding at December 31, 2012 | 562,025 | $ | 18.56 | 7 | $ | - | ||||||||
Granted | 1,532,000 | $ | 4.15 | |||||||||||
Exercised | - | - | ||||||||||||
Forfeited | -25,305 | $ | 14.71 | |||||||||||
Outstanding at December 31, 2013 | 2,068,720 | $ | 7.93 | 8.4 | $ | 89 | ||||||||
Exercisable at December 31, 2013 | 703,437 | $ | 15.36 | 6.9 | $ | 23 | ||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
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 | Year ended | |||||||
December 31, | December 31, | |||||||
($ in thousands) | 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 | Year ended | |||||||
December 31, | December 31, | |||||||
($ in thousands) | 2013 | 2012 | ||||||
Tax benefit at U.S. federal statutory rate | $ | -10,722 | $ | -9,144 | ||||
Increase in domestic valuation allowance | 11,626 | 11,127 | ||||||
State income taxes/(benefit) before valuation allowance, net of federal benefit | -1,026 | -1,971 | ||||||
Capital loss limitation | - | -817 | ||||||
Loss on extinguishment of debt | - | 1,547 | ||||||
Derivative revaluation expense | - | 8 | ||||||
Warrant revaluation (gain)/expense | 47 | -3,054 | ||||||
Other | 75 | -196 | ||||||
$ | - | $ | -2,500 | |||||
Schedule of Deferred Tax Assets and Liabilities | ' | |||||||
The components of the Company's net deferred tax assets and liabilities at December 31, 2013 and 2012 are as follows: | ||||||||
December 31, | December 31, | |||||||
($ in thousands) | 2013 | 2012 | ||||||
Deferred tax liabilities: | ||||||||
Intangible assets | $ | 2,247 | $ | 2,282 | ||||
Total deferred tax liabilities | $ | 2,247 | $ | 2,282 | ||||
Deferred tax assets: | ||||||||
Loss carryforwards | $ | 54,253 | $ | 49,598 | ||||
Capital loss carryforward | 844 | 817 | ||||||
Property and equipment | 1,149 | 1,327 | ||||||
License fees | 5,393 | - | ||||||
Accrued expenses and other | 412 | 360 | ||||||
Stock compensation | 2,698 | 2,492 | ||||||
Total deferred tax assets | 64,749 | 54,594 | ||||||
Less: valuation allowance | -62,502 | -52,312 | ||||||
Total deferred tax assets | $ | 2,247 | $ | 2,282 | ||||
Net deferred tax liabilities | $ | - | $ | - | ||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||||||
Contractual Obligation, Fiscal Year Maturity Schedule | ' | ||||||||||||||||
The following table summarizes the Company’s contractual obligations as of December 31, 2013: | |||||||||||||||||
Payments due by period | |||||||||||||||||
($ in thousands) | Total | 2014 | 2015 | 2017 | 2019 | ||||||||||||
and 2016 | and 2018 | and thereafter | |||||||||||||||
License fee obligations(1) | $ | 895 | $ | 525 | $ | 290 | $ | 40 | $ | 40 | |||||||
Operating lease obligations(2) | $ | 12,251 | $ | 1,081 | $ | 2,465 | $ | 2,509 | $ | 6,196 | |||||||
Total | $ | 13,146 | $ | 1,606 | $ | 2,755 | $ | 2,549 | $ | 6,236 | |||||||
-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, 2013 | ||||||||
Supplemental Cash Flow Elements [Abstract] | ' | |||||||
Schedule of Cash Flow, Supplemental Disclosures | ' | |||||||
The following table contains additional cash flow information as of: | ||||||||
($ in thousands) | December 31, | December 31, | ||||||
2013 | 2012 | |||||||
Supplemental disclosures of cash flow information: | ||||||||
Cash paid for interest | $ | - | $ | 1,885 | ||||
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, 2013 | |||||
Discontinued Operations And Disposal Groups [Abstract] | ' | ||||
Summary of Financial Information Related to Discontinued Operations | ' | ||||
Summary financial information related to discontinued operations is as follows: | |||||
Year ended | |||||
December 31, 2012 | |||||
($ in thousands) | |||||
Product sales | $ | 516 | |||
Cost of sales | 275 | ||||
Gross profit | $ | 241 | |||
Operating income (loss) | $ | 27 | |||
Net loss | $ | -2 | |||
Business_and_Organization_Deta
Business and Organization (Details Textual) | 12 Months Ended | |
Dec. 31, 2013 | Aug. 31, 2012 | |
Agera [Member] | ||
Organization And Basis Of Presentation [Line Items] | ' | ' |
Owned outstanding shares of Agera | ' | 57.00% |
Number of operating segment | 1 | ' |
Basis_of_Presentation_Details_
Basis of Presentation (Details Textual) | 1 Months Ended |
Apr. 30, 2013 | |
Stockholders equity reverse stock split ratio | 25 |
Stockholders equity 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. |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Shares underlying options outstanding [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,068,720 | 562,025 |
Shares underlying warrants outstanding [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,033,050 | 6,132,050 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash, FDIC Insured Amount | $250,000 | ' |
Amortization of Intangible Assets | 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 | ' |
Inventory_Details
Inventory (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $511 | $326 |
Work-in-process | 86 | 151 |
Inventory | $597 | $477 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment, Gross, Total | $2,436 | $2,092 |
Less: Accumulated depreciation | -735 | -434 |
Property and equipment, net | 1,701 | 1,658 |
Laboratory equipment [Member] | ' | ' |
Property, Plant and Equipment, Gross, Total | 1,045 | 800 |
Computer equipment and software [Member] | ' | ' |
Property, Plant and Equipment, Gross, Total | 179 | 178 |
Furniture and fixtures [Member] | ' | ' |
Property, Plant and Equipment, Gross, Total | 15 | 15 |
Leasehold improvements [Member] | ' | ' |
Property, Plant and Equipment, Gross, Total | 448 | 338 |
Construction-in-process [Member] | ' | ' |
Property, Plant and Equipment, Gross, Total | $749 | $761 |
Property_and_Equipment_Details1
Property and Equipment (Details Textual) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Depreciation | $0.30 | $0.30 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Payables And Accruals [Abstract] | ' | ' |
Accrued professional fees | $194 | $58 |
Accrued compensation | 40 | 48 |
Accrued other | 253 | 388 |
Accrued expenses | $487 | $494 |
Warrants_Details
Warrants (Details) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 16, 2012 | Jun. 28, 2012 | Jun. 07, 2012 | 30-May-12 | 24-May-12 | 14-May-12 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Maximum [Member] | Minimum [Member] | Warrant Liability [Member] | Warrant Liability [Member] | Warrant Liability [Member] | Warrant Liability [Member] | Warrant Liability [Member] | Warrant Liability [Member] | Equity [Member] | Equity [Member] | Equity [Member] | Equity [Member] | Equity [Member] | Equity [Member] | Issued in June [Member] | Issued in June [Member] | Issued in March [Member] | Issued in March [Member] | Issued in August [Member] | Issued in August [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series D Preferred Stock [Member] | Series D Preferred Stock [Member] | Placement Agent [Member] | Placement Agent [Member] | Series E Preferred Stock [Member] | Series E Preferred Stock [Member] | Series E Preferred Stock [Member] | Series E Preferred Stock [Member] | Series E Preferred Stock [Member] | Series E Preferred Stock [Member] | Series E Preferred Stock [Member] | Series E Preferred Stock [Member] | Issued with Convertible Notes [Member] | Issued with Convertible Notes [Member] | |||
Maximum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | Equity [Member] | Equity [Member] | Equity [Member] | Equity [Member] | Equity [Member] | Equity [Member] | Warrant Liability [Member] | Warrant Liability [Member] | Warrant Liability [Member] | Warrant Liability [Member] | Equity [Member] | Equity [Member] | Warrant Liability [Member] | Warrant Liability [Member] | Equity [Member] | Equity [Member] | |||||||||||||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued to purchase common stock | 6,033,050 | 6,132,050 | ' | ' | 76,120 | 161,120 | ' | ' | ' | ' | 5,956,930 | 5,970,930 | ' | ' | ' | ' | 6,113 | 6,113 | 4,209,357 | 4,209,357 | 565,759 | 579,759 | 1,320 | 1,320 | 14,800 | 39,800 | 50,123 | 50,123 | ' | ' | ' | ' | ' | ' | 60,000 | 120,000 | 1,125,578 | 1,125,578 |
Warrant Exercise Price | ' | ' | 7.5 | 6.25 | ' | ' | ' | ' | ' | ' | ' | ' | 7.5 | 7.5 | 6.25 | 6.25 | 22.5 | 22.5 | ' | ' | 18.75 | 18.75 | 2.5 | 2.5 | 2.5 | 2.5 | 13.64 | 13.64 | 7.5 | 7.5 | 7.5 | 7.5 | 7.5 | 7.5 | 2.5 | 2.5 | 2.5 | 2.5 |
Expiration Dates | ' | ' | ' | ' | ' | ' | 1-Feb-16 | 1-Feb-16 | 1-Jan-16 | 1-Jan-16 | ' | ' | 1-Jul-18 | 1-Jul-18 | 1-Oct-15 | 1-Oct-15 | 1-Jun-16 | 1-Jun-16 | ' | ' | 1-Aug-16 | 1-Aug-16 | 1-Nov-15 | 1-Nov-15 | 1-Feb-16 | 1-Feb-16 | 1-Aug-16 | 1-Aug-16 | ' | ' | ' | ' | ' | ' | 1-May-17 | 1-May-17 | 1-Jun-18 | 1-Jun-18 |
Warrants_Details_1
Warrants (Details 1) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Oct. 09, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Class of Warrant or Right [Line Items] | ' | ' | ' | |
Calculated aggregate value | ' | $210 | $374 | |
Warrant Liability [Member] | ' | ' | ' | |
Class of Warrant or Right [Line Items] | ' | ' | ' | |
Calculated aggregate value | $15,048 | [1] | $210 | $374 |
Weighted average exercise price per share of warrant | $6.25 | [1] | $2.50 | $2.50 |
Closing price per share of common stock | $5.25 | [1] | $4.06 | $3.75 |
Volatility | 69.00% | [1] | 91.00% | 70.00% |
Expected term (years) | '4 years 9 months 18 days | [1] | '3 years 1 month 6 days | '4 years |
Risk-free interest rate | 0.45% | [1] | 0.85% | 0.63% |
Dividend yield | 0.00% | [1] | 0.00% | 0.00% |
[1] | Calculated fair value after the modification. |
Warrants_Details_Textual
Warrants (Details Textual) (USD $) | 12 Months Ended | ||||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 09, 2012 | Jun. 01, 2012 | Oct. 31, 2012 |
Convertible Notes Payable [Member] | Debt Warrants [Member] | ||||
Number Of Cashless Warrants Exercised During Period | 85,000 | 5,000 | ' | ' | ' |
Shares Issued During Period Shares Cash Less Warrants Exercised | 46,837 | 2,496 | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | 12.50% | ' |
Class Of Warrant Or Rights Issued To Purchase Common Stock | 4,209,357 | 4,209,357 | ' | ' | 562,790 |
Class Of Warrant Or Right Reclassified In To Equity | ' | ' | $15 | ' | ' |
Cancellation Of Warrants | ' | 14,000 | ' | ' | ' |
Classification Of Liability Classified Warrants To Equity Classified Warrants | ' | 5,334,935 | ' | ' | ' |
Debt_Details_Textual
Debt (Details Textual) (USD $) | 12 Months Ended | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Jun. 01, 2012 | Dec. 31, 2012 | Jun. 01, 2012 | |
Convertible Notes Payable [Member] | Promissory Notes [Member] | Promissory Notes [Member] | |||
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | 12.50% | ' | 12.50% |
Gains Losses on Extinguishment of Debt | $0 | $4,421,000 | ' | $1,200,000 | ' |
Fair Value Adjustment of Warrants | ' | ' | ' | $3,200,000 | ' |
Equity_Details
Equity (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Jul. 16, 2012 | Jun. 07, 2012 | Jun. 28, 2012 | 14-May-12 | 24-May-12 | 30-May-12 | Dec. 31, 2013 | |
Series E Preferred Stock [Member] | Series E Preferred Stock [Member] | Series E Preferred Stock [Member] | Series E Preferred Stock [Member] | Series E Preferred Stock [Member] | Series E Preferred Stock [Member] | Series E Preferred Stock [Member] | |||
Number of shares of Series E Preferred | ' | ' | 780 | 1,192 | 507 | 3,353 | 2,364 | 945 | 9,141 |
Net Proceeds | $0 | $7,864,000 | $679 | $1,037 | $441 | $2,843 | $2,042 | $822 | $7,864 |
Warrant Exercise Price | ' | ' | 7.5 | 7.5 | 7.5 | 7.5 | 7.5 | 7.5 | ' |
Number of Warrants Issued | ' | ' | 137,280 | 209.792 | 89,232 | 590,128 | 416,064 | 166,320 | 1,608,816 |
Equity_Details_Textual
Equity (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||
Oct. 09, 2012 | Jul. 26, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 05, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Oct. 05, 2012 | Oct. 09, 2012 | Oct. 09, 2012 | Oct. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2013 | Oct. 09, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 05, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 05, 2012 | Jul. 16, 2012 | Jun. 28, 2012 | Jun. 07, 2012 | 30-May-12 | 24-May-12 | 14-May-12 | |
Minimum [Member] | Maximum [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Common Stock [Member] | Offering [Member] | Offering [Member] | Series D Preferred Stock [Member] | Series D Preferred Stock [Member] | Series D Preferred Stock [Member] | Series E Preferred Stock [Member] | Series E Preferred Stock [Member] | Series E Preferred Stock [Member] | Series E Preferred Stock [Member] | Series E Preferred Stock [Member] | Series E Preferred Stock [Member] | Series E Preferred Stock [Member] | Series E Preferred Stock [Member] | Series E Preferred Stock [Member] | ||||||
Common Stock [Member] | |||||||||||||||||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, authorized | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, outstanding | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued dividends | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | 6.00% | ' | 8.00% | 8.00% | ' | ' | ' | ' | ' | ' | ' |
Cash dividends paid on preferred stock | ' | ' | ' | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,311,698 | 18,203,000 | 11,000,000 | 18,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues | ' | ' | 47,118,000 | 40,185,000 | ' | ' | ' | ' | ' | ' | ' | 12,000 | 18,000 | ' | 40,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments of Stock Issuance Costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Share Subscribed But Unissued Subscriptions Receivable | ' | ' | 0 | 2,004,000 | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of Debt | ' | ' | ' | ' | ' | ' | ' | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Expected Repayment Principal Amount | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Expected Repayment Unpaid Interest Amount | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of Convertible Debt | ' | ' | ' | ' | ' | ' | ' | 2,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Convertible Unpaid Interest Amount | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | 12.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt | ' | ' | ' | ' | ' | ' | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | ' | ' | $2.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Number of Equity Instruments | ' | ' | ' | ' | ' | ' | ' | ' | 861,970 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Conversion of Convertible Securities | ' | ' | ' | ' | ' | ' | ' | ' | ' | 36,671 | ' | ' | 2,021,120 | ' | ' | ' | 104,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class Of Warrant Or Rights Issued To Purchase Common Stock | ' | ' | 4,209,357 | 4,209,357 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights | ' | ' | ' | ' | ' | 6.25 | 7.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.5 | 7.5 | 7.5 | 7.5 | 7.5 | 7.5 |
Class Of Warrant Or Right Expected Maximum Value Issued | ' | ' | ' | ' | 35,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock Conversion Price | ' | ' | ' | ' | $6.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock Conversion Number Of Equity Instruments | ' | ' | ' | ' | 1,917,120 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 454,560 | ' | ' | 1,462,560 | ' | ' | ' | ' | ' | ' |
Allocated To Fair Value Of Warrants | ' | ' | ' | 7,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Issue Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair Value Of Common Stock | 6,900,000 | 6,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Closing Shares | 1,317,520 | 1,243,781 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Closing Price Per Share | $5.25 | $5.15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Stock Issued During Period Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,311,698 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase In Proceeds From Initial Public Offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 47,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance Initial Public Offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 42,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividends, Cash, Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Note Reclassified As Equity | ' | ' | 2,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Liability Classified As Equity | ' | ' | ' | $1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Assets | ' | ' | ' |
Cash and cash equivalents | $60,033 | $31,346 | $10,799 |
Liabilities | ' | ' | ' |
Warrant liability | 210 | 374 | ' |
Quoted prices in active markets (Level 1) | ' | ' | ' |
Assets | ' | ' | ' |
Cash and cash equivalents | 60,033 | 31,346 | ' |
Liabilities | ' | ' | ' |
Warrant liability | 0 | 0 | ' |
Significant other observable inputs (Level 2) | ' | ' | ' |
Assets | ' | ' | ' |
Cash and cash equivalents | 0 | 0 | ' |
Liabilities | ' | ' | ' |
Warrant liability | 0 | 0 | ' |
Significant unobservable inputs (Level 3) | ' | ' | ' |
Assets | ' | ' | ' |
Cash and cash equivalents | 0 | 0 | ' |
Liabilities | ' | ' | ' |
Warrant liability | $210 | $374 | ' |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 1) (Shares Underlying Warrants Outstanding [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Shares Underlying Warrants Outstanding [Member] | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Beginning Balance | $374 | $13,087 |
Issuance of additional warrants | ' | 11,077 |
Exercise of warrants | -298 | -17 |
Warrants reclassified to equity due to change in term | ' | -15,048 |
Change in fair value of warrant liability | 134 | -8,725 |
Ending Balance | $210 | $374 |
Equitybased_Compensation_Detai
Equity-based Compensation (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock-based compensation expense | $1,150 | $1,224 |
Shares Underlying Options Outstanding [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock-based compensation expense | 1,045 | 1,200 |
Equity Awards for Nonemployees Issued for Services [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock-based compensation expense | $105 | $24 |
Equitybased_Compensation_Detai1
Equity-based Compensation (Details 1) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' |
Expected life (years) | '5 years 9 months 18 days | '5 years 8 months 12 days |
Interest rate | 1.60% | 1.60% |
Dividend yield | 0.00% | 0.00% |
Volatility | 71.00% | 64.00% |
Equitybased_Compensation_Detai2
Equity-based Compensation (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' | ' |
Number of shares outstanding, Beginning Balance | 562,025 | 544,340 | ' |
Number of shares, Granted | 1,532,000 | 38,000 | ' |
Number of shares, Exercised | 0 | 0 | ' |
Number of shares, Forfeited | -25,305 | -20,315 | ' |
Number of shares outstanding, Ending Balance | 2,068,720 | 562,025 | 544,340 |
Number of shares, Exercisable | 703,437 | ' | ' |
Weighted-average exercise price, Outstanding, Beginning of Period | $18.56 | $19.25 | ' |
Weighted-average exercise price, Granted | $4.15 | $8.02 | ' |
Weighted-average exercise price, Exercised | $0 | $0 | ' |
Weighted-average exercise price, Forfeited | $14.71 | $15.48 | ' |
Weighted-average exercise price, Outstanding, End of Period | $7.93 | $18.56 | $19.25 |
Weighted-average exercise price, Exercisable | $15.36 | ' | ' |
Weighted-average remaining contractual term (in years), Outstanding | '8 years 4 months 24 days | '7 years | '7 years 6 months |
Weighted-average remaining contractual term (in years), Exercisable | '6 years 10 months 24 days | ' | ' |
Aggregate intrinsic value, Outstanding, Beginning | $0 | $0 | ' |
Aggregate intrinsic value, Outstanding, Ending | 89 | 0 | 0 |
Aggregate intrinsic value, Exercisable | $23 | ' | ' |
Equitybased_Compensation_Detai3
Equity-based Compensation (Details Textual) (USD $) | 12 Months Ended | |
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Options available for grant | 713,280 | ' |
Fair value of shares vested | $1.20 | $1.30 |
Total unrecognized compensation cost | 2.8 | ' |
Weighted-average period to recognize compensation cost | '3 years 4 months 24 days | ' |
Fair market value of options granted | $2.79 | $5 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | ' |
Performance-based [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Total unrecognized compensation cost | $0.60 | ' |
Equity Incentive Plan [Member] | Maximum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of shares of common stock reserved | 2,600,000 | ' |
Additional Common Stock Capital Shares Reserved For Future Issuance | 206,000 | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
U.S. Federal: | ' | ' |
Current | $0 | $0 |
Deferred | 0 | -2,068 |
U.S. State: | ' | ' |
Current | 0 | 0 |
Deferred | 0 | -432 |
Federal Income Tax Expense (Benefit), Continuing Operations, Total | $0 | ($2,500) |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Tax benefit at U.S. federal statutory rate | ($10,722) | ($9,144) |
Increase in domestic valuation allowance | 11,626 | 11,127 |
State income taxes/(benefit) before valuation allowance, net of federal benefit | -1,026 | -1,971 |
Capital loss limitation | 0 | -817 |
Loss on extinguishment of debt | 0 | 1,547 |
Derivative revaluation expense | 0 | 8 |
Warrant revaluation (gain)/expense | 47 | -3,054 |
Other | 75 | -196 |
Income Tax Expense (Benefit), Continuing Operations, Discontinued Operations, Extraordinary Items | $0 | ($2,500) |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax liabilities: | ' | ' |
Intangible assets | $2,247 | $2,282 |
Total deferred tax liabilities | 2,247 | 2,282 |
Deferred tax assets: | ' | ' |
Loss carryforwards | 54,253 | 49,598 |
Capital loss carryforward | 844 | 817 |
Property and equipment | 1,149 | 1,327 |
License fees | 5,393 | 0 |
Accrued expenses and other | 412 | 360 |
Stock compensation | 2,698 | 2,492 |
Total deferred tax assets | 64,749 | 54,594 |
Less: valuation allowance | -62,502 | -52,312 |
Total deferred tax assets | 2,247 | 2,282 |
Net deferred tax liabilities | $0 | $0 |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
Operating loss carryforward expiration year | '2018 to 2033 | ' |
Valuation Allowance, Deferred Tax Asset, Change in Amount | $10.20 | $11.10 |
U.S [Member] | ' | ' |
Income Tax Disclosure [Abstract] | ' | ' |
Operating Loss Carryforwards | 141.7 | ' |
Non-US [Member] | ' | ' |
Income Tax Disclosure [Abstract] | ' | ' |
Operating Loss Carryforwards | $25.50 | ' |
Collaboration_with_Related_Par1
Collaboration with Related Party (Details Textual) (Intrexon Corporation [Member], USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Collaboration Agreements [Line Items] | ' | ' |
Expenses for work performed | $3.70 | $0.10 |
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. | ' |
Accounts Payable, Trade, Current | $1.30 | $0.10 |
Net Sales Upto Hundred Million [Member] | ' | ' |
Collaboration Agreements [Line Items] | ' | ' |
Royalty percentage | 7.00% | ' |
Net Sales Greater Than Hundred Million [Member] | ' | ' |
Collaboration Agreements [Line Items] | ' | ' |
Royalty percentage | 14.00% | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | ||
License Fee Obligations, Total | $895 | [1] |
License Fee Obligations, 2014 | 525 | [1] |
License Fee Obligations, 2015 and 2016 | 290 | [1] |
License Fee Obligations, 2017 and 2018 | 40 | [1] |
License Fee Obligations, 2019 and thereafter | 40 | [1] |
Operating lease obligations, Total | 12,251 | [2] |
Operating lease obligations, 2014 | 1,081 | [2] |
Operating lease obligations, 2015 and 2016 | 2,465 | [2] |
Operating lease obligations, 2017 and 2018 | 2,509 | [2] |
Operating lease obligations, 2019 and thereafter | 6,196 | [2] |
Total | 13,146 | |
Total, 2014 | 1,606 | |
Total, 2015 and 2016 | 2,755 | |
Total, 2017 and 2018 | 2,549 | |
Total, 2019 and thereafter | $6,236 | |
[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 Companybs 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 $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Leases, Rent Expense | $1,500,000 | $1,400,000 |
Lessor Leasing Arrangements, Operating Leases, Renewal Term | '5 years | ' |
Amended Lease [Member] | ' | ' |
Lessor Leasing Arrangements, Operating Leases, Term of Contract | ' | '10 years |
Regents Of University Of California [Member] | ' | ' |
License Costs | ' | $10,000 |
Period for payment of initial license fees | ' | '30 days |
Massachusetts Institute Of Technology [Member] | ' | ' |
Agreement Termination Period | ' | 'September 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, 2013 | Dec. 31, 2012 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash paid for interest | $0 | $1,885 |
Non-cash investing and financing activities: | ' | ' |
Subscription receivable | 0 | 2,004 |
Conversion of note payable | 0 | 2,385 |
Issuance of additional warrants | 0 | 11,077 |
Conversion of preferred stock derivative balance into common stock | 0 | 1,350 |
Cashless exercise of warrants previously recorded as a liability | 298 | 17 |
Warrant liability reclassified to equity | 0 | 15,048 |
Accrued derivative liability | $0 | $793 |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Product sales | $200 | $153 |
Cost of sales | 8,052 | 8,355 |
Gross profit | -7,852 | -8,202 |
Operating income (loss) | -30,503 | -29,390 |
Net loss | -30,635 | -23,170 |
Discontinued Operations [Member] | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
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, 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 | $400,000 | $0 | $467,000 |
Agera [Member] | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' |
Outstanding common stock of Agera | 57.00% | ' | ' |
Subsequent_Event_Details_Textu
Subsequent Event (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended |
In Millions, except Share data, unless otherwise specified | Oct. 09, 2012 | Jul. 26, 2013 | Jan. 10, 2014 |
Subsequent Event [Member] | |||
Stock Issued in Underwritten Public Offering [Member] | |||
Subsequent Event [Line Items] | ' | ' | ' |
Fair Value Of Common Stock | $6.90 | $6.40 | $5.20 |
Stock Issued During Period Closing Shares | 1,317,520 | 1,243,781 | 1,024,590 |
Stock Issued During Period Closing Price Per Share | $5.25 | $5.15 | $5.03 |