Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 08, 2019 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | Fibrocell Science, Inc. | |
Entity Central Index Key | 0000357097 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | fcsc | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 9,758,332 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 11,322 | $ 14,430 |
Grant receivable | 294 | 0 |
Prepaid expenses and other current assets | 923 | 105 |
Total current assets | 12,539 | 14,535 |
Property and equipment, net of accumulated depreciation of $2,397 and $2,311, respectively | 1,183 | 1,222 |
Right of use asset - operating lease | 4,412 | |
Other assets | 1 | 1 |
Total assets | 18,135 | 15,758 |
Current liabilities: | ||
Accounts payable | 1,534 | 452 |
Related party payable | 53 | 100 |
Accrued expenses | 1,727 | 1,470 |
Lease liability, current - operating lease | 175 | |
Deferred rent, current | 150 | |
Total current liabilities | 3,489 | 2,172 |
Convertible promissory notes, net of debt discount of $18,003 and $18,003, respectively (see Note 5) | 0 | 0 |
Accrued interest payable | 1,935 | 1,738 |
Warrant liability | 181 | 152 |
Derivative liability | 1,419 | 1,474 |
Lease liability, operating lease | 5,108 | |
Deferred rent | 665 | |
Total liabilities | 12,132 | 6,201 |
Stockholders’ equity: | ||
Series A nonredeemable convertible preferred stock; 8,000 shares designated, 8,000 shares issued and outstanding as of March 31, 2019 and December 31, 2018 respectively; aggregate liquidation preference of $8,685 at March 31, 2019 and $8,600 at December 31, 2018. | 0 | 0 |
Common stock, $0.001 par value; 150,000,000 shares authorized, 9,758,332 shares issued and outstanding at March 31, 2019 and December 31, 2018. | 10 | 10 |
Additional paid-in capital | 198,739 | 198,627 |
Accumulated deficit | (192,746) | (189,080) |
Total stockholders’ equity | 6,003 | 9,557 |
Total liabilities and stockholders’ equity | $ 18,135 | $ 15,758 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Property and equipment, accumulated depreciation (in dollars) | $ 2,397 | $ 2,311 |
Debt discount (in dollars) | $ 18,003 | $ 18,003 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (shares) | 5,000,000 | 5,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (shares) | 9,758,332 | 9,758,332 |
Common stock, shares outstanding (shares) | 9,758,332 | 9,758,332 |
Series A Convertible Preferred Stock | ||
Preferred stock, shares authorized (shares) | 8,000 | 8,000 |
Preferred stock, shares issued (shares) | 8,000 | 8,000 |
Preferred stock, shares outstanding (shares) | 8,000 | 8,000 |
Preferred stock, liquidation preference | $ 8,685 | $ 8,600 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Total revenues | $ 0 | $ 0 |
Total cost of revenue | 0 | 0 |
Gross profit (loss) | 0 | 0 |
Research and development expense | 1,943,000 | 1,645,000 |
Selling, general and administrative expense | 1,870,000 | 1,639,000 |
Operating loss | (3,857,000) | (2,981,000) |
Other income (expense): | ||
Warrant revaluation income (expense) | (29,000) | 235,000 |
Derivative revaluation income (expense) | 55,000 | (63,000) |
Interest expense | (197,000) | (190,000) |
Other income, net | 362,000 | 98,000 |
Loss before income taxes | (3,666,000) | (2,901,000) |
Income taxes | 0 | 0 |
Net loss | (3,666,000) | (2,901,000) |
Dividend paid in-kind to preferred stockholders | (85,000) | (82,000) |
Deemed dividend on preferred stock (see Note 11) | (140,000) | (121,000) |
Net loss attributable to common stockholders | $ (3,891,000) | $ (3,104,000) |
Net loss: | ||
Basic (usd per share) | $ (0.40) | $ (0.55) |
Diluted (usd per share) | $ (0.40) | $ (0.55) |
Weighted average number of common shares outstanding: | ||
Basic (shares) | 9,758,332 | 5,672,976 |
Diluted (shares) | 9,758,332 | 5,672,976 |
Affiliated Entity | ||
Research and development expense | $ 44,000 | $ (303,000) |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Series A Convertible Preferred Stock | Preferred StockSeries A Convertible Preferred Stock | Common Stock | Additional paid-in capital | Accumulated deficit |
Balance, preferred stock (shares) at Dec. 31, 2017 | 8,000 | |||||
Beginning balance at Dec. 31, 2017 | $ 9,007 | $ 0 | $ 26 | $ 187,784 | $ (178,803) | |
Balance, common stock (shares) at Dec. 31, 2017 | 5,189,755 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Effect of the May 2018 reverse stock split on common stock and additional paid in capital, beginning balance | $ (20) | 20 | ||||
Stock-based compensation expense | 129 | 129 | ||||
Conversion of pre-funded warrants (shares) | 483,221 | |||||
Conversion of pre-funded warrants | 24 | 24 | ||||
Net loss | (2,901) | (2,901) | ||||
Balance, preferred stock (shares) at Mar. 31, 2018 | 8,000 | |||||
Ending balance at Mar. 31, 2018 | 6,259 | $ 0 | $ 6 | 187,957 | (181,704) | |
Balance, common stock (shares) at Mar. 31, 2018 | 5,672,976 | |||||
Balance, preferred stock (shares) at Dec. 31, 2018 | 8,000 | 8,000 | ||||
Beginning balance at Dec. 31, 2018 | $ 9,557 | $ 0 | $ 10 | 198,627 | (189,080) | |
Balance, common stock (shares) at Dec. 31, 2018 | 9,758,332 | 9,758,332 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation expense | $ 112 | 112 | ||||
Net loss | (3,666) | (3,666) | ||||
Balance, preferred stock (shares) at Mar. 31, 2019 | 8,000 | 8,000 | ||||
Ending balance at Mar. 31, 2019 | $ 6,003 | $ 0 | $ 10 | $ 198,739 | $ (192,746) | |
Balance, common stock (shares) at Mar. 31, 2019 | 9,758,332 | 9,758,332 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (3,666) | $ (2,901) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 112 | 129 |
Warrant revaluation expense (income) | 29 | (235) |
Derivative revaluation income | (55) | 63 |
Depreciation and amortization of long lived assets | 85 | 101 |
Decrease (increase) in operating assets: | ||
Prepaid expenses and other current assets | (1,112) | 0 |
Other assets | 39 | (12) |
Increase (decrease) in operating liabilities: | ||
Accounts payable | 1,060 | 23 |
Related party payable | (47) | (1,929) |
Accrued expenses, deferred rent | 265 | (190) |
Accrued lease liabilities - operating lease | 16 | 0 |
Accrued interest payable | 197 | 190 |
Net cash used in operating activities | (3,077) | (4,761) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (9) | (35) |
Net cash used in investing activities | (9) | (35) |
Cash flows from financing activities: | ||
Payment of deferred offering costs | (22) | (444) |
Proceeds from conversion of pre-funded warrants | 0 | 24 |
Net cash provided by financing activities | (22) | (420) |
Effect of exchange rate changes on cash balances | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | (3,108) | (5,216) |
Cash and cash equivalents, beginning of period | 14,430 | 17,417 |
Cash and cash equivalents, end of period | 11,322 | 12,201 |
Supplemental disclosures of cash flow information: | ||
Property and equipment in accounts payable | 46 | 33 |
Offering costs in accounts payable and accrued expenses | 15 | 0 |
Dividend paid in-kind to preferred stockholders | 85 | 82 |
Deemed dividend on preferred stock | $ 140 | $ 121 |
Business and Organization
Business and Organization | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Organization | Business and Organization Organization Fibrocell Science, Inc. (as used herein, “we,” “us,” “our,” “Fibrocell” or the “Company”) is the parent company of Fibrocell Technologies, Inc. (Fibrocell Tech). Fibrocell Tech is the parent company of Isolagen International, S.A., a company organized under the laws of Switzerland (Isolagen Switzerland). The Company’s international activities are currently immaterial. Subsequent Events On April 12, 2019, the Company entered into a co-development and license agreement (CCP Agreement) with Castle Creek Pharmaceuticals, LLC (CCP) with respect to the development and commercialization of the Company’s lead gene therapy candidate, FCX-007, for the treatment of recessive dystrophic epidermolysis bullosa (RDEB). Under the terms of the CCP Agreement, CCP will receive an exclusive license to commercialize FCX-007 in the United States. CCP will be responsible for the first $20 million in development costs prior to the initial Biologics License Application (BLA) filing with U.S. Food and Drug Administration (FDA) and manufacturing costs undertaken prior to commercial launch of FCX-007. If such spending exceeds $20 million , CCP will be responsible for 70% of the excess costs and Fibrocell will cover 30% of the remaining additional expenses. The Company will maintain responsibility for the development (including pre-launch manufacturing) of FCX-007 through initial BLA approval of FCX-007, and CCP will be responsible for all post-approval development and commercialization activities for FCX-007. The parties have agreed to negotiate the terms of a manufacturing and supply agreement that will set forth the terms under which the Company will supply CCP commercial quantities of FCX-007. A joint development committee consisting of representatives from the Company and CCP will oversee the development of FCX-007 pursuant to an agreed-upon development plan and budget. At the closing of the CCP Agreement, the Company received an upfront payment of $7.5 million , and will receive an additional $2.5 million for the first patient enrolled in the Phase 3 clinical trial of FCX-007 and $30 million upon BLA approval of FCX-007 and FCX-007 commercial manufacturing readiness. The Company is also eligible to receive up to $75 million in sales milestones, consisting of $25 million upon the achievement of $250 million in cumulative FCX-007 net sales and an additional $50 million upon the achievement of $750 million in cumulative FCX-007 net sales. In addition, CCP will pay the Company a 30% share of the gross profits from FCX-007 sales. The Company will retain sole ownership of the Rare Pediatric Disease Priority Review Voucher, which may be granted upon BLA approval of FCX-007. As part of the Company’s existing exclusive channel collaboration agreement with Intrexon Corporation (Intrexon), the Company will pay Intrexon 50% of all upfront, milestone and profit share payments from CCP. Payments to Intrexon do not include funds received by the Company from CCP in connection with the development and manufacturing costs or payments for supply of FCX-007. Unless earlier terminated, the CCP Agreement will expire on the later of (a) expiration of the last-to-expire valid claim of any FCX-007 patent rights in the United States and (b) forty years from the date of initial BLA approval of FCX-007. CCP has the right to terminate the CCP Agreement at will upon 180 days’ prior written notice. CCP may also terminate the CCP Agreement at any time, upon 180 days’ prior written notice to the Company, in the event (i) CCP determines, in its reasonable discretion, that further development or commercialization of FCX-007 is not commercially viable or (ii) CCP determines that development or commercialization of FCX-007 must be terminated because of safety issues outside of CCP’s reasonable control. Either party may, subject to specified cure periods, terminate the CCP Agreement in the event of the other party’s uncured material breach, and either party may terminate the CCP Agreement under specified circumstances relating to the other party’s insolvency. Based on the Company’s receipt of the upfront payment from CCP and reduction of expenses associated with the development of FCX-007, the Company believes its existing cash will be sufficient to fund operations into the third quarter of 2020. In connection with the execution of the CCP Agreement with CCP, the Company concluded its strategic alternative review process announced last year. Note 1. Business and Organization (continued) Business Overview Fibrocell is a cell and gene therapy company focused on improving the lives of people with rare diseases of the skin and connective tissue. The Company is utilizing its proprietary autologous fibroblast technology to develop personalized biologics that target the underlying cause of disease. Fibrocell’s pipeline of localized gene therapy candidates include FCX-007 for the treatment of RDEB, a life-threatening genetic disorder diagnosed in infancy with no cure or treatment approved by the FDA. Fibrocell is also developing FCX-013 for the treatment of moderate to severe localized scleroderma. Currently, Fibrocell’s research and development operations and focus are on gaining regulatory approvals to commercialize its gene therapy candidates in the United States; however, the Company may seek to expand into international markets in the future. Liquidity and Financial Condition The Company expects to continue to incur losses and will require additional capital to advance its product candidates through development to commercialization. For the three-month period ended March 31, 2019 the Company incurred a net loss of approximately $3.7 million and used approximately $3.1 million in cash for operations. As of March 31, 2019 , the Company had cash and cash equivalents of approximately $11.3 million , working capital of approximately $ 9.1 million and an accumulated deficit of approximately $192.7 million . The Company believes that its cash and cash equivalents at March 31, 2019 and amounts paid or payable to the Company under the CCP Agreement, including the April 2019 $7.5 million upfront payment and reimbursement of FCX-007 development cost and the $2.5 million milestone payment for the first patient enrolled in the FCX-007 clinical trial will be sufficient to fund operations into the third quarter of 2020. The Company will require additional capital to fund operations beyond that point. However, actual cash requirements could differ from management’s projections due to many factors, including the cost of clinical activities and outcomes related to our current and planned clinical trials, future correspondence with the FDA, enrollment rates for the Company’s clinical trials and unexpected capital expenditures. Accordingly, the foregoing conditions, taken together, continue to raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. To meet its capital needs, the Company intends to raise additional capital through debt or equity financings, collaborations, partnerships or other strategic transactions. However, there can be no assurance that the Company will be able to complete any such transaction on acceptable terms or otherwise. The failure of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations and financial condition. On January 23, 2018, the Company received notice (the Notice) from the Nasdaq Stock Market LLC (Nasdaq) that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), as the minimum bid price of the Company’s common stock had been below $1.00 per share for 30 consecutive business days. On May 24, 2018, the Company implemented a one-for-five reverse split of its issued and outstanding shares of the Company’s common stock (the Reverse Stock Split), as authorized at the annual meeting of stockholders on May 23, 2018. The Reverse Stock Split became effective on May 24, 2018 at 5:00 pm and the Company’s common stock began trading on Nasdaq on a post-split basis at the open of business on May 25, 2018. As of a result of the Reverse Stock Split, every five shares of the Company’s issued and outstanding common stock were combined into one share of its common stock, except to the extent that the Reverse Stock Split resulted in any of the Company’s stockholders owning a fractional share, which was rounded up to the next highest whole share. In connection with the Reverse Stock Split, there was no change in the nominal par value per share of $0.001 . The Reverse Stock Split was effectuated in order to increase the per share trading price of the Company’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing on Nasdaq. On June 11, 2018, the Company received written notice from Nasdaq notifying the Company that the closing bid price of the Company's common stock had been at $1.00 per share or greater for a Note 1. Business and Organization (continued) minimum of ten consecutive business days and accordingly, the Company had regained compliance with Nasdaq Listing Rule 5550(a)(2). All share and per share amounts of common stock, options and warrants in the accompanying financial statements and related notes, have been restated for all periods to give retroactive effect to the Reverse Stock Split. Accordingly, the Condensed Consolidated Statement of Stockholders’ Equity reflects the impact of the Reverse Stock Split by reclassifying from “Common Stock” to “Additional paid-in capital” an amount equal to the par value of the decreased shares resulting from the Reverse Stock Split. Nasdaq has the authority, pursuant to Nasdaq Listing Rule 5550(b)(1), to delist the Company’s common stock if its stockholders’ equity falls below $2.5 million. As of March 31, 2019, the Company’s stockholders’ equity was approximately $6.0 million . If the Company’s stockholders’ equity is hereafter reduced below $2.5 million as a result of operating losses or for other reasons, the Company will fail to meet Nasdaq’s stockholders’ equity requirement. If that occurs, or if the Company is unable to demonstrate to Nasdaq’s satisfaction that it will be able to sustain compliance with this requirement, Nasdaq may delist the Company’s common stock. In addition, even if the Company regains technical compliance with the stockholders’ equity requirement, it will have to continue to meet other objective and subjective listing requirements to continue to be listed on Nasdaq, including the requirement that the Company’s common stock continues to trade above $1.00. The Company is actively monitoring its stockholders’ equity and will consider any and all options available to it to maintain compliance. There can be no assurance, however, that the Company will be able to maintain compliance and meet Nasdaq’s minimum stockholders’ equity requirements. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation General The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by GAAP for complete consolidated financial statements and certain information and footnote disclosures included in the Company’s annual consolidated financial statements and accompanying notes included in the 2018 Form 10-K, filed with the SEC, have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to a fair statement of the results for the interim periods have been included. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. These financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and accompanying notes included in the 2018 Form 10-K. The Company’s significant accounting policies are described in the Notes to the Consolidated Financial Statements in the 2018 Form 10-K and updated, as necessary, in Note 3 in this Form 10-Q. The results of the Company’s operations for any interim period are not necessarily indicative of the results of operations for any other interim period or full year. All intercompany accounts and transactions have been eliminated in consolidation. The Company's international operations are immaterial, it has no unrealized gains or losses from the sale of investments and its minimal assets and liabilities are highly liquid and approximate fair value. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | The Company has an operating lease for an office, manufacturing and research building, located at 405 Eagleview Boulevard, Exton, Pennsylvania, which consists of approximately 86,500 square feet of space. The Company entered into this operating lease in April 2011. The lease agreement has a remaining lease term of 4 years , and expires in March 2023. The lease also contains an additional five year option for the Company to extend the lease at a fair market value rate, which the Company expects to exercise. The lease term, is the period of the lease not cancellable by the Company, together with periods covered by: (i) renewal options the Company is reasonable certain to exercise, (ii) termination options the Company is reasonable certain not to exercise and (iii) renewal or termination options that are controlled by the lessor. The Company has elected the practical expedient not to separate lease components from non-lease components for all its underlying assets. If the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate as the discount rate. The Company uses its best judgment when determining the incremental borrowing rate, which is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term to the lease payments in a similar currency. The operating lease cost for the three months ended March 31, 2019 was approximately $0.4 million , with approximately $0.3 million charged to selling, general and administrative expenses and approximately $0.1 million charged to research and development expenses, with a remaining lease term of 9 years , inclusive of the 5 year renewal option the Company expects to exercise. Cash payments made in the three months ended March 31, 2019 under the operating lease was approximately $0.3 million . The rate implicit in the leases was not readily determinable, and the Company computed its incremental borrowing rate using the following methodology: 1.) Development of an estimate of the term structure of the USD senior unsecured cost of debt for the Company as of the analysis date, which entailed the selection of a benchmark yield curve that approximates the credit risk of the Company on a senior unsecured basis. The B- benchmark yield curve was selected as the curve corresponding to the lowest available credit rating. 2.) Development of estimates of yield curves as of the analysis date for debt seniorities ranging from senior secured to senior unsecured cost of debt for the Company utilizing a recovery rates model that estimates yields based on expected recoveries on defaulted debt instruments across the Company’s capital structure. Based upon the methods used above, the Company’s incremental borrowing rate was determined to be 25.49% , for its office lease, which is the only lease the Company has converting to the new standard. Note 4. Leases (continued) The following table provides a breakdown of our lease balances within our condensed consolidated balance sheet as of March 31, 2019: Right of use asset - operating lease $ 4,412 Lease liabilities - current - operating lease 175 Lease liabilities - long term - operating lease 5,108 Total lease liabilities - operating lease $ 5,283 Other information related to our lease is as follows: March 31, 2019 Operating lease costs charged to expense $ 369 Remaining lease term- operating lease, in years 9 Discount rate - operating lease 25.49 % Future minimum lease payments under our non-cancellable operating lease as of March 31, 2019 were as follows: Year ending December 31, 2019 $ 1,103 2020 1,471 2021 1,471 2022 1,471 2023 1,471 2024 and thereafter 6,248 Total 13,235 Less: imputed interest (7,952 ) Current and long-term operating lease liability $ 5,283 Note 4. Leases (continued) Future minimum lease payments under non-cancellable operating leases prior to adoption of ASC 842, Leases, as of December 31, 2018 were as follows: Year ending December 31, 2019 $ 1,416 2020 1,471 2021 1,471 2022 1,471 2023 368 Total 6,197 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Government Contracts, Grant Agreements and Incentive Programs We recognize proceeds received from the FDA under our awarded grant, as other income, as it is not part of the Company’s ongoing operations to customers, and because the corresponding agreement contained no specified performance obligations other than to continue the study of RDEB through clinical trials and contains no obligations to deliver specified products or technology. Income from the grant is recognized in the period during which the related qualifying expenses are incurred, provided that the conditions under which the grant was provided have been met. The grant contains specific quarterly financial reporting and periodic update reports on the progress of the clinical trials for FCX-007, that if not completed, would result in the forfeiture of grant monies available to be received under the awarded grant. Grant income that is recognized upon incurring qualifying expenses in advance of receipt of grant funding, is recorded in our consolidated balance sheet as grant receivables. Convertible Instruments The Company has utilized various types of financing to fund its business needs, including convertible debt and convertible preferred stock with detachable warrants. The Company considers guidance within the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 470-20, Debt with Conversion and Other Options (ASC 470-20), ASC 480, Distinguishing Liabilities from Equity (ASC 480), and ASC 815, Derivatives and Hedging (ASC 815) when accounting for the issuance of its convertible securities. Additionally, the Company reviews the instruments to determine whether they are freestanding or contain an embedded derivative and, if so, whether they should be classified in permanent equity, mezzanine equity or as a liability at each reporting period until the amount is settled and reclassified into equity. When multiple instruments are issued in a single transaction, the Company allocates total proceeds from the transaction among the individual freestanding instruments identified. The allocation is made after identifying (1) all the freestanding instruments and (2) the subsequent measurement basis for those instruments. The subsequent measurement basis determines how the proceeds are allocated. Generally, proceeds are allocated based on one of the following methods: • Fair value method - The instrument being analyzed is allocated a portion of the proceeds equal to its fair value, with the remaining proceeds allocated to the other instruments as appropriate. • Relative fair value method - The instrument being analyzed is allocated a portion of the proceeds based on the proportion of its fair value to the sum of the fair values of all the instruments covered in the allocation. • Residual value method - The instrument being analyzed is allocated the remaining proceeds after an allocation is made to all other instruments covered in the allocation. Generally, when there are multiple instruments issued in a single transaction that have different subsequent measurement bases, the proceeds from the transaction are first allocated to the instrument that is subsequently measured at fair value (i.e. - instruments accounted for as a derivative liability) at its issuance date fair value, with the residual proceeds allocated to the instrument not subsequently measured at fair value. In the event both instruments in the transaction are not subsequently measured at fair value (i.e. equity-classified instruments), the proceeds from the transaction are allocated to the freestanding instruments based on their respective fair values, using the relative fair value method. After the proceeds are allocated to the freestanding instruments, resulting in an initial discount on the host contract, those instruments are further evaluated for embedded features (i.e. conversion options) that require bifurcation and separate accounting as a derivative financial instrument pursuant to ASC 815. Embedded derivatives are initially and subsequently measured at fair value. Under ASC 815, a portion of the proceeds received upon the issuance of the hybrid contract is allocated to the fair value of the derivative. See Note 5 for additional discussion on the identified embedded derivatives associated with the Company’s convertible notes. The Company accounts for convertible instruments in which it is determined that the embedded conversion options should not be bifurcated from their host instruments, in accordance with ASC 470-20. Under ASC 470-20, the Company records, when necessary, discounts to convertible notes or convertible preferred stock for the intrinsic value of conversion options embedded in the convertible instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the convertible instrument, unless limited by the proceeds allocated to such instrument. See Note 5 and Note 11 for additional discussion on the identified embedded features (conversion options) associated with the Company’s convertible notes and convertible preferred stock and resulting beneficial conversion features recorded. The Company allocates issuance costs between the individual freestanding instruments identified on the same basis as proceeds were allocated. Issuance costs associated with the issuance of stock or equity contracts (i.e. equity-classified warrants and convertible preferred stock) are recorded as a charge against the gross proceeds of the offering. Issuance costs associated with the issuance of debt (i.e. convertible debt) is recorded as a direct reduction of the carrying amount of the debt liability, however, if debt issuance costs exceed the carrying amount of the debt, issuance costs are recorded to additional paid-in capital as a reduction of the beneficial conversion feature. Any issuance costs associated with the issuance of liability-classified warrants are expensed as incurred. Income Taxes In accordance with ASC 270, Interim Reporting, and ASC 740, Income Taxes , the Company is required at the end of each interim period to determine the best estimate of its annual effective tax rate and then apply that rate in providing for income taxes on a current year-to-date (interim period) basis. For the three months ended March 31, 2019 and 2018 , the Company did no t record a tax expense or benefit due to the expected current year loss and its historical losses. The Company does not have a net deferred tax asset as of either March 31, 2019 or December 31, 2018 because it maintained a full valuation allowance against all deferred tax assets as management has determined that it is more likely than not, that the Company will be unable to realize these future tax benefits. As of March 31, 2019 and December 31, 2018 , the Company had no uncertain tax positions. Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB and rules are issued by the SEC that the Company adopts as of the specified date. Unless otherwise noted, management does not believe that any recently issued accounting pronouncements issued by the FASB or guidance issued by the SEC had, or is expected to have, a material impact on the Company’s present or future consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exceptions. For public business entities, the amendments in Topic 842 are effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The Company adopted Topic 842 in the annual period beginning January 1, 2019. The Company applied the modified retrospective transition method and elected the transition option to use the effective date of January 1, 2019 as the date of initial application. The Company did not adjust its comparative period financial statements for effects of Topic 842. The Company has elected the package of practical expedients permitted under the transition guidance within the new standard as listed below: a. An entity need not reassess whether any expired or existing contracts are or contain leases; b. An entity need not reassess the lease classification for any expired or existing leases (for example, all existing leases that were classified as operating leases in accordance with Topic 840 will be classified as operating leases, and all existing leases that were classified as capital leases in accordance with Topic 840 will be classified as finance leases); c. An entity need not reassess initial direct costs for any existing leases; In addition the Company elected a practical expedient, which must be applied consistently by an entity to all of its leases (including those for which the entity is a lessee or a lessor) to use hindsight in determining the lease term (that is, when considering lessee options to extend or terminate the lease and to purchase the underlying asset) and in assessing impairment of the entity’s right-of-use assets. The adoption of the new standard resulted in recording right of use assets-operating lease, of approximately $4.5 million and lease liabilities-operating lease, of approximately $5.3 million as of January 1, 2019. See Note 4 for additional information related to leases. The details of this adjustment are summarized below: Balance at December 31, 2018 Adjustments due to ASC 842 Balance at January 1, 2019 Assets Right of use asset - operating lease $ — $ 4,452 $ 4,452 Liabilities Lease liability - current - operating lease — 111 111 Deferred rent - current 150 (150 ) — Lease liability - long term - operating lease — 5,156 5,156 Deferred rent - long term 665 (665 ) — |
Convertible Notes
Convertible Notes | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes 2016 Private Placement In September 2016, the Company issued an aggregate of $18,087,500 in principal of convertible promissory notes (each, a Note and collectively, the Notes) and accompanying warrants to purchase an aggregate of 1,205,840 shares of the Company’s common stock (each a Warrant and collectively, the Warrants) in a private placement to institutional and accredited investors (each an Investor and collectively, the Investors). The Notes bear interest at four percent ( 4% ) per annum. Interest is earned daily and compounded quarterly and, at the election of the Company at the beginning of each quarter, shall accrue or be paid in cash. If the Company elects to have interest accrue, such interest will not be added to the principal amount of the Notes but such interest shall be subject to additional interest at the rate of four percent ( 4% ) per annum, compounded quarterly, and shall be due and payable upon the earliest of the conversion of the Notes, exercise of the Put Right, exercise of the Prepayment Right or the Maturity Date (in each case, as defined below). Additionally, if the Company elects for interest to accrue, then (i) the Company may elect to repay any such accrued and unpaid interest in cash at any time and from time to time and (ii) each Investor may elect to have the Company repay any such accrued and unpaid interest by delivering such number of shares of the Company’s common stock equal to (x) the amount of the accrued and unpaid interest to be repaid, divided by (y) the greater of (i) the last closing bid price of a share of the Company’s common stock as reported on Nasdaq on the date of such election plus $0.12625 , and (ii) the Conversion Price (as defined below). As of March 31, 2019 and for each prior quarterly period since issuance, the Company has elected to accrue interest. All unpaid principal of each Investor’s Note is convertible, at any time and from time to time, at the option of such Investor into shares of the Company’s common stock at each such Investors’ applicable conversion price (as subject to adjustment, the Conversion Price) which range from $17.04375 to $18.39375 per share. The Notes have a maturity date of the earlier of (i) September 7, 2026 and (ii) one-hundred and eighty ( 180 ) days after the date on which the Company’s product candidate, FCX-007, is approved by the FDA for the treatment of recessive dystrophic epidermolysis bullosa (the Maturity Date). Each Investor has the right to require the Company to repay all or any portion of the unpaid principal and accrued and unpaid interest from time to time on or after September 7, 2021 (such right, a Put Right). Such Put Right must be exercised by such Investor by delivering written notice to the Company no later than one-hundred and eighty ( 180 ) days prior to such exercise date of such Put Right. In addition, upon consummation of a specified change of control transaction, each Investor may elect to accelerate the repayment of all unpaid principal and accrued interest under such Investor’s Note. If an Investor does not elect to have the Company prepay its Note upon such change of control transaction, then the Company may prepay the Notes, in an amount equal to one hundred one percent ( 101% ) of the outstanding principal due under the Notes (together with accrued and unpaid interest due thereon) (the Prepayment Right). Additionally, upon the occurrence of certain Events of Default, as defined in the Notes, each Investor may elect to accelerate the repayment of all unpaid principal and accrued interest under each Note and the Notes provide for automatic redemption upon the occurrence of certain bankruptcy related Events of Default, as defined in the Notes. During the three months ending March 31, 2019, there were no conversions of the Notes into shares of the Company’s common stock. Accounting for Convertible Notes and Embedded Derivatives The Company accounts for debt as liabilities measured at amortized cost and amortizes the resulting debt discount from allocation of proceeds to interest expense using the effective interest method over the expected term of the Notes pursuant to ASC 835, Interest (ASC 835). See Note 3 for discussion of the Company’s policies for accounting for convertible instruments (i.e. convertible debt) with detachable liability-classified warrants. In connection with the issuance of the Notes and Warrants, the Company recorded a debt discount of approximately $18.1 million based on an allocation of proceeds to the Warrants of approximately $9.6 million , an allocation to bifurcated derivatives (which consist of a contingent put option upon a change of control or acceleration upon event of default (the Contingent Put Option) and a contingent call option upon a change of control (the Contingent Call Option) included in the Notes of approximately $1.3 million , and a beneficial conversion feature of approximately $7.2 million , before issuance costs, based on the difference between the fair value of the underlying common stock at the commitment date of each Note transaction and the effective conversion price of the Notes, as limited by the proceeds allocated to the Notes. Convertible promissory notes outstanding were as follows: ($ in thousands) March 31, 2019 December 31, 2018 Convertible promissory notes $ 18,003 $ 18,003 Debt discount - warrants (9,598 ) (9,598 ) Debt discount - compound bifurcated derivatives (1,267 ) (1,267 ) Debt discount - beneficial conversion feature (7,138 ) (7,138 ) Convertible promissory notes, net $ — $ — The debt discount and issuance costs are amortized using the effective interest method over five years , the expected term of the Notes, and is included in interest expense in the Condensed Consolidated Statements of Operations. Amortization for the three months ended March 31, 2019 and March 31, 2018, including the amortization of the issuance costs, was $0 for both periods. Based on an effective yield of approximately 1157% resulting from the Notes being initially recorded at a full discount, the Company will not recognize any material amounts of amortization until years 2020 and 2021. Assumptions Used in Determining Fair Value of Compound Bifurcated Derivative The Company utilizes a binomial lattice model to value its bifurcated derivatives included in the Notes. ASC 815 does not permit an issuer to account separately for individual derivative terms and features embedded in hybrid financial instruments that require bifurcation and liability classification as derivative financial instruments. Rather, such terms and features must be combined together and fair valued as a single, compound embedded derivative. The Company selected a binomial lattice model to value the compound embedded derivative because it believes this technique is reflective of all significant assumptions that market participants would likely consider in negotiating the transfer of the Notes. Such assumptions include, among other inputs: Volatility. The Company estimates stock price volatility based on the Company’s historical stock price performance over a period of time that matches the volume-weighted average expected remaining life of the Notes. Risk-free interest rate . The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve in effect at the valuation date commensurate with the expected remaining life assumption. Expected remaining life. The expected life of the Notes is assumed to be equivalent to their remaining contractual term. Dividend rate. The dividend rate is based on the historical rate, which the Company anticipates will remain at zero . Scenarios. The probability of complex features of the compound bifurcated derivative being triggered is subjective (no observable inputs or available market data) and based on internal and external information known to management at the valuation date. Such assumptions include, among other inputs, probabilities related to a change of control and when it might occur as well as probabilities related to a default under the provisions of the Notes and when it might occur. Changes to the key assumptions or to the scenarios used in the valuation model, including the probability of key events, such as a change of control transaction, and the credit spread could have a material impact to the overall valuation of the compound bifurcated derivative liability. A 5% change to the probability of a change of control event occurring in 2019 and 2020 would impact the derivative fair value by approximately $0.3 million and $0.1 million , respectively. A 5% change in the estimated credit spread would impact the derivative fair value by approximately $0.2 million . The sensitivity examples provided are included for illustrative purposes only and do not reflect the changes in these assumptions used by the Company. Changes in excess of those illustrated may occur in any period. The estimated fair value of the compound bifurcated derivative is determined to represent a Level 3 instrument. Significant inputs and assumptions used in the binomial lattice model for the derivative liability are as follows: ($ in thousands except per share data) March 31, 2019 December 31, 2018 Calculated aggregate value $ 1,419 $ 1,474 Closing price per share of common stock $ 1.93 $ 1.50 Contractual remaining term 7 years, 5 months 7 years, 8 months Contractual interest rate 4.0 % 4.0 % Volume-weighted average conversion rate $ 17.04667 $ 17.04667 Risk-free interest rate (term structure) 2.21% - 2.81% 2.44% - 2.69% Dividend yield — — Credit Rating CC CC Credit Spread 27.63 % 31.77 % Volatility 87.6 % 87.5 % The foregoing compound bifurcated derivative was recorded at its estimated fair value at the date of issuance, with subsequent changes in estimated fair value recorded in derivative revaluation income in the Company’s Condensed Consolidated Statements of Operations. The change in estimated fair value of the Company's derivative liability for the three months ended March 31, 2019 and March 31, 2018 resulted in non-cash income of approximately $0.1 million and non-cash expense of approximately $0.1 million , respectively. |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2019 | |
Warrants [Abstract] | |
Warrants | Warrants The Company accounts for common stock warrants as either equity instruments, derivative liabilities or liabilities depending on the specific terms of the warrant agreement. See Note 3 for further details on accounting policies related to the Company’s convertible instruments, including common stock warrants. In connection with various financing transactions, the Company has issued warrants to purchase the Company’s common stock. In July 2018, in connection with a private placement (the July 2018 Private Placement), the Company issued unregistered warrants to purchase 958,152 shares of its common stock. Each common stock purchase warrant has an exercise price of $2.70 per share, was exercisable upon the date of issuance and expires five and one-half years from the date of the issuance. In addition, the Company also issued unregistered warrants to purchase up to an aggregate of 103,186 shares of its common stock to the designees of H.C. Wainwright & Co., LLC (Wainwright), as partial compensation for placement agent services by Wainwright in connection with the Company’s registered direct public offering in July 2018 (the July 2018 Registered Direct Public Offering), and the July 2018 Private Placement. Such unregistered warrants have an initial exercise price of $3.464 per share are immediately exercisable and expire on July 3, 2023. In May 2018 in connection with a private placement (the May 2018 Private Placement), the Company issued unregistered warrants to purchase 1,528,668 shares of its common stock. Each common stock purchase warrant has an exercise price of $2.86 per share, was exercisable upon the date of the issuance and expires five and one-half years from the date of the issuance. The Company also issued unregistered warrants to purchase up to an aggregate of 142,676 shares of its common stock to the designees of Wainwright, as partial compensation for placement agent services by Wainwright in connection with the Company’s registered direct public offering in May 2018 (the May 2018 Registered Direct Public Offering), and the May 2018 Private Placement. Such unregistered warrants have an initial exercise price of $3.679 per share are immediately exercisable and expire on May 30, 2023. On July 27, 2018, the Company filed a registration statement on Form S-1 (the Resale Registration Statement) registering the resale of shares of the Company’s common stock underlying warrants issued in the May 2018 Private Placement and the July 2018 Private Placement. The Resale Registration Statement was declared effective by the SEC on August 8, 2018. In December 2017, the Company issued (i) pre-funded warrants to purchase an aggregate of 1,184,442 shares of the Company’s common stock and (ii) common stock purchase warrants to purchase up to an aggregate of 2,809,404 shares of the Company’s common stock including warrants to purchase up to 82,118 shares, issued pursuant to the partial exercise of the underwriters option to purchase additional common stock purchase warrants (the December 2017 Offering). Each pre-funded warrant was sold together with a common stock purchase warrant to purchase one share of the Company’s common stock at a combined effective price of $3.85 per share and accompanying warrant. Each common stock purchase warrant has an exercise price of $3.85 per share, was exercisable upon the date of issuance and expires five years from the date of issuance. As additional compensation, the Company issued warrants to the underwriter to purchase 87,274 shares of the Company’s common stock. Each such warrant has an exercise price of $4.8125 per share, and was exercisable as of the date of the underwriting agreement, and will expire five years after the date of the underwriting agreement. In March 2017, the Company issued warrants to purchase 687,468 shares of its common stock in connection with the Company’s public offering of convertible preferred stock and warrants (each a Series A Warrant and collectively, the Series A Warrants), more fully described in Note 11. Each Series A Warrant has an exercise price of $12.69 , is exercisable six months after the date of issuance and will expire five years from the date of issuance. The Company’s outstanding warrants consist of both liability-classified warrants and equity-classified warrants. The following table summarizes outstanding warrants to purchase the Company’s common stock: Number of warrants March 31, 2019 December 31, 2018 Exercise Price Expiration Dates Liability-classified Warrants Issued with September 2016 Convertible Notes 1,205,840 1,205,840 $ 22.50 Sept 2021 Total liability-classified warrants 1,205,840 1,205,840 Equity-classified Warrants Issued in 2017 Series A Preferred Stock Offering 687,468 687,468 $ 12.69 Mar 2022 Issued in December 2017 Offering - common warrants 2,679,702 2,679,702 $ 3.85 Dec 2022 Issued in December 2017 Offering - underwriter warrants 87,274 87,274 $ 4.8125 Dec 2022 Issued in May 2018 Private Placement - common warrants 1,528,668 1,528,668 $ 2.86 Nov 2023 Issued in May 2018 - underwriter warrants 142,676 142,676 $ 3.679 May 2023 Issued in July 2018 Private Placement - common warrants 958,152 958,152 $ 2.70 Jan 2024 Issued in July 2018 - underwriter warrants 103,186 103,186 $ 3.464 Jul 2023 Total equity-classified warrants 6,187,126 6,187,126 Total outstanding warrants 7,392,966 7,392,966 The table below is a summary of the Company’s warrant activity during the three months ended March 31, 2019: Number of warrants Weighted- average exercise price Liability-classified Equity-classified Total Outstanding at December 31, 2018 1,205,840 6,187,126 7,392,966 $ 7.36 Granted — — — — Exercised — — — — Expired — — — — Outstanding at March 31, 2019 1,205,840 6,187,126 7,392,966 $ 7.36 Accounting for Liability-Classified Warrants The Company’s liability-classified warrants were recorded as liabilities at their estimated fair value at the date of issuance, with the subsequent changes in estimated fair value recorded in warrant revaluation income (expense) in the Company’s Condensed Consolidated Statements of Operations in each subsequent period. The change in the estimated fair value of the warrant liability for the three months ended March 31, 2019 and March 31, 2018, resulted in non-cash expense of approximately $0.03 million and non-cash income of approximately $0.2 million , respectively. Additionally, the liability-classified warrants are classified as either current or non-current on the Company’s Condensed Consolidated Balance Sheets based on their contractual expiration date. The Company utilizes a Monte Carlo simulation valuation method to value its liability-classified warrants. Assumptions Used In Determining Fair Value of Liability-Classified Warrants The estimated fair value of warrants is determined using Level 2 and Level 3 inputs (as described below). Inherent in the Monte Carlo simulation valuation method are the following assumptions: Volatility. The Company estimates stock price volatility based on the Company’s historical stock price performance over a period of time that matches the volume-weighted average expected remaining life of the warrants. Risk-free interest rate . The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve in effect at the valuation date commensurate with the expected remaining life assumption. Expected remaining life. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. Dividend rate. The dividend rate is based on the historical rate, which the Company anticipates will remain at zero . Scenarios. The probability of complex features of the warrants being triggered is subjective (no observable inputs or available market data) and based on internal and external information known to management at the valuation date. Such assumptions include, among other inputs, probabilities related to a change of control and when it might occur as well as probabilities related to a default under the provisions of the Notes and when it might occur. Changes to the key assumptions or to the scenarios used in the valuation model, including the probability of key events, such as a change of control transaction, could have a material impact to the overall valuation of the warrant liability. The following table summarizes the calculated aggregate fair values of the liability classified warrants, along with the inputs and assumptions utilized in each calculation: ($ in thousands except per share data) March 31, 2019 December 31, 2018 Calculated aggregate value $ 181 $ 152 Weighted average exercise price per share $ 22.50 $ 22.50 Closing price per share of common stock $ 1.93 $ 1.50 Volatility 91.5 % 94.1 % Weighted average remaining expected life 2 years, 5 months 2 years, 8 months Risk-free interest rate 2.23 % 2.45 % Dividend yield — — |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company follows the guidance in ASC 820, Fair Value Measurement , to account for financial assets and liabilities measured on a recurring basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company uses a fair value hierarchy, which distinguishes between assumptions based on market data (observable inputs) and an entity's own assumptions (unobservable inputs). 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). Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each reporting period. There were no transfers between Level 1, 2 and 3 during the three months ended March 31, 2019. The following fair value hierarchy table presents information about each major category of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2019 and December 31, 2018: March 31, 2019 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents, money market funds with less than 90 days maturity $ 10,354 $ — $ — $ 10,354 Total Assets $ 10,354 $ — $ — $ 10,354 Liabilities: Warrant liability $ — $ — $ 181 $ 181 Derivative liability — — 1,419 1,419 Total Liabilities $ — $ — $ 1,600 $ 1,600 December 31, 2018 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents, money market funds with less than 90 days maturity $ 12,290 $ — $ — $ 12,290 Total Assets $ 12,290 $ — $ — $ 12,290 Liabilities: Warrant liability $ — $ — $ 152 $ 152 Derivative liability — — 1,474 1,474 Total Liabilities $ — $ — $ 1,626 $ 1,626 Changes in Level 3 Liabilities Measured at Fair Value on a Recurring Basis Common Stock Warrants - Warrant Liability The reconciliation of the Company’s warrant liability measured at fair value on a recurring basis using unobservable inputs (Level 3) was as follows: Warrant ($ in thousands) Liability Balance at December 31, 2018 $ 152 Change in fair value of warrant liability 29 Balance at March 31, 2019 $ 181 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 6 for further discussion of the warrant liability. Bifurcated Compound Derivative - Derivative Liability The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) was as follows: Derivative ($ in thousands) Liability Balance at December 31, 2018 $ 1,474 Change in fair value of derivative liability (55 ) Balance at March 31, 2019 $ 1,419 The fair value of the derivative liability is based on Level 3 inputs. For this liability, the Company developed its own assumptions that do not have observable inputs or available market data to support the fair value. See Note 5 for further discussion of the derivative liability. Effect of the Company’s Stock Price and Volatility Assumptions on the Calculation of Fair Value of Financial Instruments Measured on a Recurring Basis Common Stock Warrants - Warrant Liability The fair value of the Company's warrant liability is based on Level 3 inputs. As discussed in Note 6, the Company uses a Monte Carlo simulation valuation method to value its liability-classified warrants. The determination of fair value as of the reporting date is affected by the Company's stock price as well as assumptions regarding a number of subjective variables that do not have observable inputs or available market data to support the fair value. These variables include, but are not limited to, expected stock price volatility over the term of the warrants and the risk-free interest rate. The primary factors affecting the fair value of the warrant liability are the Company's stock price and volatility as well as certain assumptions by the Company as to the likelihood of provisions to the underlying warrant agreements being triggered. The methods described above and in Note 6 may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation method is appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value could result in a different fair value measurement at the reporting date. Bifurcated Compound Derivative - Derivative Liability The fair value of the derivative liability is based on Level 3 inputs. As discussed in Note 5, the Company uses a binomial lattice model to value the compound embedded derivative bifurcated from the Notes. The determination of fair value as of the reporting date is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables that do not have observable inputs or available market data to support the fair value. These variables include, but are not limited to, expected stock price volatility, changes in interest rates, assumptions regarding the adjusted conversion prices in the Notes, and early redemption or conversion of the Notes. The methods described above and in Note 5 may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation method is appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value could result in a different fair value measurement at the reporting date. Fair Value of Certain Financial Assets and Liabilities The Company believes that the fair values of its current assets and liabilities approximate their reported carrying amounts. The fair value of the long-term convertible promissory notes with embedded derivatives was approximately $14.7 million at March 31, 2019, based on Level 3 inputs, compared to a carrying value of $0 , as a result of unamortized debt discounts. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2009 Equity Incentive Plan The Company’s Board of Directors (the Board) adopted the 2009 Equity Incentive Plan (as amended to date, the Plan) effective September 3, 2009. The Plan is intended to further align the interests of the Company and its stockholders with its employees, including its officers, non-employee directors, consultants and advisers by providing equity-based incentives. The Plan allows for the issuance of up to 506,667 shares of the Company’s common stock. The types of awards that may be granted under the Plan include options (both non-qualified stock options and incentive stock options), stock appreciation rights, stock awards, stock units and other stock-based awards. The term of each award is determined by the Compensation Committee of the Board at the time each award is granted, provided that the term of the option does not exceed ten years . Vesting schedules for stock options vary, but generally vest 25% per year, over four years for employee options and on the one year anniversary date for non-employee director options. The Plan had 216,055 shares available for future grants as of March 31, 2019 . Accounting for Stock-Based Compensation The Company recognizes non-cash compensation expense for stock-based awards based on their grant date fair value, determined using the Black-Scholes option-pricing model. During the three months ended March 31, 2018 the weighted average fair market value for options granted was $2.59 , and there were no options granted during the three months ended March 31, 2019. Total stock-based compensation expense recognized using the straight-line attribution method and included in operating expenses in the Condensed Consolidated Statements of Operations was approximately $0.1 million for each of the three-month periods ended March 31, 2019 and 2018. Assumptions Used In Determining Fair Value of Stock Options Inherent in the Black-Scholes option-pricing model are the following assumptions: Volatility. The Company estimates stock price volatility based on the Company’s historical stock price performance over a period of time that matches the expected term of the stock options. Risk-free interest rate . The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. Expected term . The expected term of stock options granted is based on an estimate of when options will be exercised in the future. The Company applied the simplified method of estimating the expected term of the options, described in the SEC’s Staff Accounting Bulletins 107 and 110, as the historical experience is not indicative of expected behavior in the future. The expected term, calculated under the simplified method, is applied to groups of stock options that have similar contractual terms. Using this method, the expected term is determined using the average of the vesting period and the contractual life of the stock options granted. Dividend rate. The dividend rate is based on the historical rate, which the Company anticipates will remain at zero. The fair market value of these stock options at the date of grant was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions for the three months ended: March 31, 2019 March 31, 2018 Expected term — 6 years, 3 months Interest rate — % 2.47 % Dividend rate — — Volatility — % 87.7 % Stock Option Activity The following table summarizes stock option activity for the three months ended March 31, 2019: Number of shares Weighted- average exercise price Weighted- average remaining contractual term Aggregate intrinsic value Outstanding at December 31, 2018 286,712 $ 46.01 7 years $ — Granted — — — — Exercised — — — — Forfeited — — — — Expired (385 ) 18.05 — — Outstanding at March 31, 2019 (1) 286,327 $ 46.04 6 years, 9 months $ — Exercisable at March 31, 2019 181,915 $ 68.25 5 years, 9 months $ — (1) Includes both vested stock options as well as unvested stock options for which the requisite service period has not been rendered but that are expected to vest based on achievement of a service condition. The total fair value of options vested during the three months ended March 31, 2019 was approximately $0.2 million . Additionally, as of March 31, 2019 , there was approximately $0.3 million of unrecognized compensation expense related to non-vested stock options which is expected to be recognized over a weighted-average period of approximately 1 year, 7 months . The Company accounts for forfeitures when they occur. Ultimately, the actual expense recognized over the vesting period will be for only those shares that vest. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company and Intrexon are parties to two distinct exclusive channel collaboration agreements including the Exclusive Channel Collaboration Agreement entered into in October 2012 and amended in June 2013 and January 2014 (as amended, the 2012 ECC) and the Exclusive Channel Collaboration Agreement entered into in December 2015 (the 2015 ECC). Pursuant to these agreements, the Company engages Intrexon for support services for the research and development of product candidates covered under the respective agreements and reimburses Intrexon for its cost for time and materials for such work. Additionally, the Company’s future commitments pursuant to the 2012 ECC agreement includes potential cash royalties and the Company’s future commitments pursuant to the 2015 ECC agreement includes potential cash royalties and various developmental milestone payments. No royalties or milestone payments have been incurred to date. For the three months ended March 31, 2019 and 2018, the Company incurred total expenses of approximately $0.04 million and $0.2 million , respectively, for goods and services received from Intrexon for work performed under the 2012 ECC. During the same periods, no expenses were incurred for work performed under the 2015 ECC. Of the $0.04 million incurred during the three months ended March 31, 2019, approximately $0.01 million related to direct expenses for work performed by Intrexon and approximately $0.03 million related to pass-through costs. Of the approximately $0.2 million incurred in the three months ended March 31, 2018, approximately $0.1 million related to direct expenses for work performed by Intrexon and approximately $0.1 million related to pass-through costs. The Company’s FCX-007 and FCX-013 development programs are covered under the 2012 ECC and the Company’s arthritis and related conditions program is covered under the 2015 ECC. These costs are presented in the Company’s “Condensed Consolidated Statement of Operations” as research and development expenses - related party. As of March 31, 2019 and December 31, 2018 , the Company had outstanding payables to Intrexon of approximately $0.1 million for each period. These amounts are presented in the Company’s “Condensed Consolidated Balance Sheets” as related party payable. In the second quarter of 2017, Intrexon notified the Company that it had received invoices for approximately $1.1 million in charges from a vendor who provided services to Intrexon and which are passed-through to the Company under the 2012 ECC. Additional charges were presented after the second quarter of 2017, and the total of disputed charges at March 31, 2018, was approximately $1.4 million . The Company, Intrexon and Intrexon’s vendor resolved the dispute with the parties agreeing to settle all obligations for approximately $0.2 million . This was a reduction of approximately $0.5 million from the approximately $0.7 million recorded at December 31, 2017 for this liability and was recorded in the three months ended March 31, 2018. The approximately $0.2 million settlement amount was paid in the Company’s third fiscal quarter of 2018. Randal J. Kirk is the chairman of the board and chief executive officer of Intrexon and, together with his affiliates, owns more than 50% of Intrexon’s common stock. Affiliates of Randal J. Kirk (including Intrexon) own approximately 17% of the Company’s common stock. Additionally, two of the Company’s directors, Julian Kirk (who is the son of Randal J. Kirk) and Marcus Smith, are employees of Third Security, LLC, which is an affiliate of Randal J. Kirk. Affiliates of Randal J. Kirk (including Intrexon) participated in the Company’s private placement of convertible debt securities in September 2016, more fully described in Note 5, and were issued an aggregate of $6,762,500 in principal of Notes and accompanying Warrants to purchase an aggregate of 450,835 shares of the Company’s common stock. Affiliates of Randal J. Kirk (including Intrexon) participated in the Company's 2017 Series A Preferred Stock Offering (as defined below), more fully described in Note 11, and were issued an aggregate of 3,016 shares of Series A Preferred Stock (as defined below) and accompanying Series A Warrants to purchase 259,176 shares of the Company’s common stock. Additionally, affiliates of Randal J. Kirk (including Intrexon) participated in the December 2017 Offering, and were issued an aggregate of 545,456 shares of the Company’s common stock and accompanying warrants to purchase 545,456 shares of the Company’s common stock. |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share Basic loss per share is computed by dividing net loss for the period by the weighted average number of shares of common stock outstanding during that period. The diluted loss per share calculation gives effect to dilutive stock options, warrants, convertible preferred stock, convertible notes and other potentially dilutive common stock equivalents outstanding during the period. Diluted loss per share is based on the if-converted method or the treasury stock method, as applicable, and includes the effect from the potential issuance of common stock, such as shares issuable pursuant to the conversion of convertible preferred stock, convertible notes and the exercise of stock options and warrants, assuming the exercise of all "in-the-money" common stock equivalents based on the average market price during the period. Common stock equivalents have been excluded where their inclusion would be anti-dilutive. Details in the computation of basic and diluted loss per share is as follows: Three months ended March 31, ($ in thousands except share and per share data) 2019 2018 Loss per share - basic: Net loss $ (3,666 ) $ (2,901 ) Less: Dividend paid in-kind to preferred stockholders (85 ) (82 ) Less: Deemed dividend on preferred stock (140 ) (121 ) Net loss attributable to common stockholders - basic $ (3,891 ) $ (3,104 ) Numerator for basic loss per share $ (3,891 ) $ (3,104 ) Denominator for basic loss per share 9,758,332 5,672,976 Basic loss per common share $ (0.40 ) $ (0.55 ) Loss per share - diluted: Numerator for basic loss per share $ (3,891 ) $ (3,104 ) Adjust: Warrant revaluation income for dilutive warrants — — Net loss attributable to common stockholders - diluted $ (3,891 ) $ (3,104 ) Denominator for basic loss per share 9,758,332 5,672,976 Adjust: Incremental shares underlying dilutive “in the money” warrants outstanding — — Denominator for diluted loss per share 9,758,332 5,672,976 Diluted net loss per common share $ (0.40 ) $ (0.55 ) The following potentially dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding, as their effect would be anti-dilutive: Three months ended March 31, 2019 2018 “In the money” stock options — — “Out of the money” stock options 286,327 266,539 “In the money” warrants — — “Out of the money” warrants 7,392,966 4,969,702 Shares underlying convertible notes 1,056,068 1,056,068 Shares underlying convertible accrued interest on convertible notes 113,517 67,824 Shares underlying convertible preferred stock 744,000 712,000 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Equity | Equity Preferred Stock The Company is authorized to issue 5,000,000 shares of preferred stock, at a par value of $0.001 per share, 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 the Company’s 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. Series A Convertible Preferred Stock In March 2017, the Board authorized the issuance of 8,000 shares of preferred stock designated as Series A Convertible Preferred Stock (the Series A Preferred Stock). The rights, preferences and privileges of the Series A Preferred Stock are set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock dated March 7, 2017 (Certificate of Designation). On March 7, 2017, the Company entered into a securities purchase agreement with certain of its existing accredited investors pursuant to which the Company agreed to sell a total of 8,000 units (the Units) for a purchase price of $1,000 per Unit, with each Unit consisting of (i) one share of the Series A Preferred Stock, with an initial stated value of $1,000 and which is convertible into shares of the Company’s common stock with a conversion price of $11.6355 and (ii) a warrant to purchase up to a number of shares of the Company’s common stock equal to 100% of the conversion shares issuable on March 7, 2017 pursuant to the shares of Series A Preferred Stock purchased by each investor (the Series A Warrants and, collectively, the 2017 Series A Preferred Stock Offering). See Note 6 for discussion of the Series A Warrants issued in connection with the 2017 Series A Preferred Stock Offering. The 2017 Series A Preferred Stock Offering closed on March 8, 2017 and resulted in gross proceeds of $ 8.0 million , before deducting offering costs. The proceeds from the 2017 Series A Preferred Stock Offering (including offering costs) were allocated between the Series A Warrants and Series A Preferred Stock issued in the transaction based upon their respective fair values using the relative fair value (proportional) method. The fair value of the Series A Preferred Stock issued was calculated as the sum of (i) the value of the Series A Preferred Stock as if it had been converted into the Company’s common stock on the issuance date and (ii) the value of a perpetual annuity paying a 4% dividend rate in conversion shares for five years and 8% thereafter. In connection with the valuation, the following assumptions were used: risk free interest rate of 3.15% , credit spread of 31.27% and a market yield of 34.42% . The application of the relative fair value method resulted in an allocation of gross proceeds to the Series A Preferred Stock of approximately $1.3 million , net of discounts of $3.0 million attributed to the warrants (See Note 5) and $3.7 million from a beneficial conversion feature. The discount attributed to the beneficial conversion feature was immediately amortized as the Series A Preferred Stock has no stated redemption date and is convertible at the issuance date. For the three months ended March 31, 2019 and 2018, the Company recognized approximately $0.1 million in both periods of amortization of the discount on the Series A Preferred Stock as deemed dividends charged to additional paid-in capital (in the absence of retained earnings). The value of the beneficial conversion feature is calculated as the difference between the effective conversion price of the Series A Preferred Stock and the fair market value of the common stock into which the Series A Preferred Stock are convertible at the commitment date. The discount attributed to the warrants is being accreted using the effective interest method and charged as a deemed dividend to additional paid-capital (in the absence of retained earnings), over the five -year period of the Series A Preferred Stock in which the stated dividend rate is 4% . For the three months ended March 31, 2019 and 2018, the Company recognized approximately $0.1 million in both periods, in deemed dividends due to the accretion of the warrant discount. The 2017 Series A Preferred Stock Offering securities purchase agreement contains customary representations, warranties, and agreements by the Company. The securities purchase agreement also contains customary prohibitions on certain Company payments, the incurrence of certain senior and pari passu debt, certain affiliate transactions and the incurrence of certain liens. Holders of the Series A Preferred Stock are entitled to receive cumulative dividends at a rate per share of 4% per annum (with such dividend rate increasing to 8% per annum on the five year anniversary of the original issuance of the Series A Preferred Stock), with such dividends compounded quarterly and payable only by way by increasing the stated value of the Series A Preferred Stock in accordance with the terms of the Certificate of Designation. For the three months ended March 31, 2019 and 2018, cumulative dividends paid in-kind to holders of the Series A Preferred Stock were approximately $0.7 million and $0.3 million , respectively. Shares of Series A Preferred Stock generally have no voting rights, except as required by law; provided, however, that without the prior written consent of the holders of at least 70% of the then outstanding shares of Series A Preferred Stock, the Company may not: (i) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend the Certificate of Designation; (ii) amend the Company’s certificate of incorporation or other charter documents in any manner that adversely affects any rights of a holder of the Series A Preferred Stock; (iii) authorize or create any class of stock ranking as to redemption, distribution of assets upon liquidation or dividends senior to, or otherwise pari passu with, the Series A Preferred Stock; (iv) declare or make any dividends other than dividend payments or other distributions payable solely in the Company’s common stock; or (v) enter into any agreement with respect to any of the foregoing. Upon a liquidation, dissolution or winding up of the Company, the holders of the Series A Preferred Stock are entitled to receive out of the Company’s assets, whether capital or surplus, an amount equal to such holder’s then stated value for each share of Series A Preferred Stock before any distribution to the holders of the Company’s common stock, any class or series of preferred stock and all other common stock equivalents other than those securities which are explicitly senior or pari passu to the Series A Preferred Stock in redemption, distribution of assets upon a liquidation or dividends. If there are insufficient assets to pay in full such amounts, then the available assets will be ratably distributed to the holders of the Series A Preferred Stock in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. Common Stock In July 2016, the Company amended its Restated Certificate of Incorporation, as amended, to increase the number of shares of common stock that the Company is authorized to issue from 100,000,000 to 150,000,000 . On May 24, 2018, the Company implemented the Reverse Stock Split, as authorized at the annual meeting of stockholders on May 23, 2018. The Reverse Stock Split became effective on May 24, 2018 at 5:00 pm and the Company’s common stock began trading on Nasdaq on a post-split basis at the open of business on May 25, 2018. As of a result of the Reverse Stock Split, every five shares of the Company’s issued and outstanding common stock were combined into one share of its common stock, except to the extent that the Reverse Stock Split resulted in any of the Company’s stockholders owning a fractional share, which was rounded up to the next highest whole share. In connection with the Reverse Stock Split, there was no change in the nominal par value per share of $0.001 . The Reverse Stock Split was effectuated in order to increase the per share trading price of the Company’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing on Nasdaq. By letter dated June 11, 2018, the Nasdaq Listing Qualification Department, confirmed that the Company’s common stock was in compliance with listing requirements. December 2017 Public Offering On December 7, 2017, the Company entered into an underwriting agreement (the Underwriting Agreement) with Wainwright, relating to the sale of 1,542,832 shares of its common stock, pre-funded warrants to purchase an aggregate of 1,184,442 shares of the Company’s common stock and common warrants to purchase up to an aggregate of 2,727,273 shares of the Company’s common stock in connection with the December 2017 Offering. Each share of the Company’s common stock or pre-funded warrant, as applicable, was sold together with a common warrant to purchase one share of the Company’s common stock at a combined effective price to the public of $3.85 per share and accompanying common warrant. At March 31, 2018, all of the pre-funded warrants had been exercised for 1,184,442 shares of the Company’s common stock. Pursuant to the Underwriting Agreement, the Company granted Wainwright a thirty day option, which option ended on January 6, 2018, to purchase up to 409,091 additional shares of the Company’s common stock at a purchase price of $3.80 per share and/or common warrants to purchase up to an aggregate of 409,091 shares of the Company’s common stock at a purchase price of $0.01 per common warrant with an exercise price of $3.85 per share, less the underwriting discounts and commissions. On December 8, 2017, Wainwright partially exercised this option by purchasing common warrants to purchase 82,118 shares of the Company’s common stock. As additional compensation, the Company issued warrants to Wainwright to purchase 87,274 shares of the Company’s common stock (the Underwriter Warrants). The Underwriter Warrants, which have an exercise price of $4.8125 per share, are exercisable for five years from the date of the Underwriting Agreement and may be exercised on a cashless basis in certain circumstances specified therein. The Company and Wainwright completed the December 2017 Offering on December 11, 2017, resulting in approximately $9.3 million of net proceeds to the Company after deducting the underwriter’s discounts and commissions and other estimated offering expenses payable by the Company. The common warrants are exercisable immediately at an exercise price of $3.85 per share and will expire five years from the date of issuance. The pre-funded warrants are exercisable immediately at an exercise price of $0.05 per share and may be exercised until they are exercised in full, and as of March 31, 2019 all pre-funded warrants had been exercised. The exercise price and number of shares of the Company’s common stock issuable upon exercise of the common warrants, pre-funded warrants and Underwriter Warrants will be subject to adjustment in the event of any stock split, reverse stock split, stock dividend, recapitalization, reorganization or similar transaction, among other events as described in the common warrants and pre-funded warrants. In the event of certain transactions involving a sale of the Company, each holder of common warrants has the right, exercisable at its option, to require the Company to purchase such holder’s common warrants at a price determined using a Black Scholes option pricing model as described in the common warrants. The shares of the Company’s common stock or pre-funded warrants, as applicable, and the accompanying common warrants could only be purchased together in the December 2017 Offering but were issued separately. May 2018 Registered Direct Offering and Private Placement On May 29, 2018, in connection with the May 2018 Registered Direct Offering, the Company entered into securities purchase agreements (May 2018 Purchase Agreements) with certain institutional and accredited investors for the sale by the Company of 2,038,224 shares of the Company’s common stock, par value $0.001 per share at a purchase price of $2.85 per share. Concurrently with the May 2018 Registered Direct Offering, and pursuant to the May 2018 Purchase Agreements, the Company in connection with the May 2018 Private Placement, also sold unregistered warrants exercisable for an aggregate of 1,528,668 shares of the Company’s common stock, which represents 75% of the shares of the Company’s common stock sold in the May 2018 Registered Direct Offering, for a purchase price of $0.125 per warrant and with an exercise price of $2.86 per share. Subject to certain ownership limitations, the warrants were exercisable upon issuance. The warrants will expire on the 5.5 years anniversary of the date of issuance. The May 2018 Purchase Agreements contain representations, warranties and covenants of the investors and the Company that are customary for transactions of this type. The May 2018 Registered Direct Offering and the May 2018 Private Placement closed on May 31, 2018. The net proceeds from the transactions were approximately $5.3 million after deducting certain fees due to the placement agent and other estimated transaction expenses. In connection with the May 2018 Registered Direct Offering and the May 2018 Private Placement, the placement agent received warrants to purchase up to 7.0% of the aggregate amount of shares of Company common stock sold in the May 2018 Registered Direct Offering. The warrants issued to the placement agent have substantially the same terms as the warrants issued in the May 2018 Private Placement, except that the exercise price of the warrants issued to the placement agent is $3.679 per share and the term of the warrants issued to the placement agent is five years . July 2018 Registered Direct Offering and Private Placement On July 2, 2018, the Company entered into securities purchase agreements (July 2018 Purchase Agreements) with certain institutional and accredited investors for the sale by the Company of 1,474,080 shares of the Company’s common stock, par value $0.001 per share at a purchase price of $2.69 per share (the July 2018 Registered Direct Offering). Concurrently with the July 2018 Registered Direct Offering, and pursuant to the July 2018 Purchase Agreements, the Company also sold unregistered warrants exercisable for an aggregate of 958,152 shares of the Company’s common stock, which represents 65% of the shares of the Company’s common stock sold in the July 2018 Registered Direct Offering, for a purchase price of $0.125 per warrant and with an exercise price of $2.70 per share (July 2018 Private Placement). Subject to certain ownership limitations, the warrants were exercisable upon issuance. The warrants will expire on the 5.5 years anniversary of the date of issuance. The July 2018 Registered Direct Offering and the July 2018 Private Placement closed on July 5, 2018. The net proceeds from the transactions were approximately $3.6 million after deducting certain fees due to the placement agent and other estimated transaction expenses. In addition, the placement agent received warrants to purchase 103,186 shares of the Company’s common stock. The warrants issued to the placement agent have substantially the same terms as the warrants issued in the July 2018 Private Placement, except that the exercise price of the warrants issued to the placement agent is $3.464 per share and the term of the warrants issued to the placement agent is five years . On July 27, 2018, the Company filed a registration statement on Form S-1, registering the resale of shares of the Company’s common stock underlying warrants issued in the May 2018 Private Placement and the July 2018 Private Placement. The Resale Registration Statement was declared effective by the SEC on August 8, 2018. December 2018 Private Placement On December 11, 2018, the Company completed the sale of 443,350 shares of its common stock (the December 2018 Private Placement), for approximately $0.9 million . After deducting offering expenses, net proceeds from the December 2018 Private Placement was approximately $0.8 million . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
General | General The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnote disclosures required by GAAP for complete consolidated financial statements and certain information and footnote disclosures included in the Company’s annual consolidated financial statements and accompanying notes included in the 2018 Form 10-K, filed with the SEC, have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to a fair statement of the results for the interim periods have been included. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP. These financial statements and accompanying notes should be read in conjunction with the consolidated financial statements and accompanying notes included in the 2018 Form 10-K. The Company’s significant accounting policies are described in the Notes to the Consolidated Financial Statements in the 2018 Form 10-K and updated, as necessary, in Note 3 in this Form 10-Q. The results of the Company’s operations for any interim period are not necessarily indicative of the results of operations for any other interim period or full year. All intercompany accounts and transactions have been eliminated in consolidation. The Company's international operations are immaterial, it has no unrealized gains or losses from the sale of investments and its minimal assets and liabilities are highly liquid and approximate fair value. |
Convertible Instruments | Convertible Instruments The Company has utilized various types of financing to fund its business needs, including convertible debt and convertible preferred stock with detachable warrants. The Company considers guidance within the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 470-20, Debt with Conversion and Other Options (ASC 470-20), ASC 480, Distinguishing Liabilities from Equity (ASC 480), and ASC 815, Derivatives and Hedging (ASC 815) when accounting for the issuance of its convertible securities. Additionally, the Company reviews the instruments to determine whether they are freestanding or contain an embedded derivative and, if so, whether they should be classified in permanent equity, mezzanine equity or as a liability at each reporting period until the amount is settled and reclassified into equity. When multiple instruments are issued in a single transaction, the Company allocates total proceeds from the transaction among the individual freestanding instruments identified. The allocation is made after identifying (1) all the freestanding instruments and (2) the subsequent measurement basis for those instruments. The subsequent measurement basis determines how the proceeds are allocated. Generally, proceeds are allocated based on one of the following methods: • Fair value method - The instrument being analyzed is allocated a portion of the proceeds equal to its fair value, with the remaining proceeds allocated to the other instruments as appropriate. • Relative fair value method - The instrument being analyzed is allocated a portion of the proceeds based on the proportion of its fair value to the sum of the fair values of all the instruments covered in the allocation. • Residual value method - The instrument being analyzed is allocated the remaining proceeds after an allocation is made to all other instruments covered in the allocation. Generally, when there are multiple instruments issued in a single transaction that have different subsequent measurement bases, the proceeds from the transaction are first allocated to the instrument that is subsequently measured at fair value (i.e. - instruments accounted for as a derivative liability) at its issuance date fair value, with the residual proceeds allocated to the instrument not subsequently measured at fair value. In the event both instruments in the transaction are not subsequently measured at fair value (i.e. equity-classified instruments), the proceeds from the transaction are allocated to the freestanding instruments based on their respective fair values, using the relative fair value method. After the proceeds are allocated to the freestanding instruments, resulting in an initial discount on the host contract, those instruments are further evaluated for embedded features (i.e. conversion options) that require bifurcation and separate accounting as a derivative financial instrument pursuant to ASC 815. Embedded derivatives are initially and subsequently measured at fair value. Under ASC 815, a portion of the proceeds received upon the issuance of the hybrid contract is allocated to the fair value of the derivative. See Note 5 for additional discussion on the identified embedded derivatives associated with the Company’s convertible notes. The Company accounts for convertible instruments in which it is determined that the embedded conversion options should not be bifurcated from their host instruments, in accordance with ASC 470-20. Under ASC 470-20, the Company records, when necessary, discounts to convertible notes or convertible preferred stock for the intrinsic value of conversion options embedded in the convertible instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the convertible instrument, unless limited by the proceeds allocated to such instrument. See Note 5 and Note 11 for additional discussion on the identified embedded features (conversion options) associated with the Company’s convertible notes and convertible preferred stock and resulting beneficial conversion features recorded. The Company allocates issuance costs between the individual freestanding instruments identified on the same basis as proceeds were allocated. Issuance costs associated with the issuance of stock or equity contracts (i.e. equity-classified warrants and convertible preferred stock) are recorded as a charge against the gross proceeds of the offering. Issuance costs associated with the issuance of debt (i.e. convertible debt) is recorded as a direct reduction of the carrying amount of the debt liability, however, if debt issuance costs exceed the carrying amount of the debt, issuance costs are recorded to additional paid-in capital as a reduction of the beneficial conversion feature. Any issuance costs associated with the issuance of liability-classified warrants are expensed as incurred. |
Income Taxes | Income Taxes In accordance with ASC 270, Interim Reporting, and ASC 740, Income Taxes , the Company is required at the end of each interim period to determine the best estimate of its annual effective tax rate and then apply that rate in providing for income taxes on a current year-to-date (interim period) basis. For the three months ended March 31, 2019 and 2018 , the Company did no t record a tax expense or benefit due to the expected current year loss and its historical losses. The Company does not have a net deferred tax asset as of either March 31, 2019 or December 31, 2018 because it maintained a full valuation allowance against all deferred tax assets as management has determined that it is more likely than not, that the Company will be unable to realize these future tax benefits. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB and rules are issued by the SEC that the Company adopts as of the specified date. Unless otherwise noted, management does not believe that any recently issued accounting pronouncements issued by the FASB or guidance issued by the SEC had, or is expected to have, a material impact on the Company’s present or future consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exceptions. For public business entities, the amendments in Topic 842 are effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. The Company adopted Topic 842 in the annual period beginning January 1, 2019. The Company applied the modified retrospective transition method and elected the transition option to use the effective date of January 1, 2019 as the date of initial application. The Company did not adjust its comparative period financial statements for effects of Topic 842. The Company has elected the package of practical expedients permitted under the transition guidance within the new standard as listed below: a. An entity need not reassess whether any expired or existing contracts are or contain leases; b. An entity need not reassess the lease classification for any expired or existing leases (for example, all existing leases that were classified as operating leases in accordance with Topic 840 will be classified as operating leases, and all existing leases that were classified as capital leases in accordance with Topic 840 will be classified as finance leases); c. An entity need not reassess initial direct costs for any existing leases; In addition the Company elected a practical expedient, which must be applied consistently by an entity to all of its leases (including those for which the entity is a lessee or a lessor) to use hindsight in determining the lease term (that is, when considering lessee options to extend or terminate the lease and to purchase the underlying asset) and in assessing impairment of the entity’s right-of-use assets. The adoption of the new standard resulted in recording right of use assets-operating lease, of approximately $4.5 million and lease liabilities-operating lease, of approximately $5.3 million as of January 1, 2019. See Note 4 for additional information related to leases. The details of this adjustment are summarized below: Balance at December 31, 2018 Adjustments due to ASC 842 Balance at January 1, 2019 Assets Right of use asset - operating lease $ — $ 4,452 $ 4,452 Liabilities Lease liability - current - operating lease — 111 111 Deferred rent - current 150 (150 ) — Lease liability - long term - operating lease — 5,156 5,156 Deferred rent - long term 665 (665 ) — |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company follows the guidance in ASC 820, Fair Value Measurement , to account for financial assets and liabilities measured on a recurring basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company uses a fair value hierarchy, which distinguishes between assumptions based on market data (observable inputs) and an entity's own assumptions (unobservable inputs). 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). Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each reporting period. |
Loss Per Share | Basic loss per share is computed by dividing net loss for the period by the weighted average number of shares of common stock outstanding during that period. The diluted loss per share calculation gives effect to dilutive stock options, warrants, convertible preferred stock, convertible notes and other potentially dilutive common stock equivalents outstanding during the period. Diluted loss per share is based on the if-converted method or the treasury stock method, as applicable, and includes the effect from the potential issuance of common stock, such as shares issuable pursuant to the conversion of convertible preferred stock, convertible notes and the exercise of stock options and warrants, assuming the exercise of all "in-the-money" common stock equivalents based on the average market price during the period. Common stock equivalents have been excluded where their inclusion would be anti-dilutive. |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lease Liabilities | The following table provides a breakdown of our lease balances within our condensed consolidated balance sheet as of March 31, 2019: Right of use asset - operating lease $ 4,412 Lease liabilities - current - operating lease 175 Lease liabilities - long term - operating lease 5,108 Total lease liabilities - operating lease $ 5,283 |
Other Information | Other information related to our lease is as follows: March 31, 2019 Operating lease costs charged to expense $ 369 Remaining lease term- operating lease, in years 9 Discount rate - operating lease 25.49 % |
Lease Obligations | Future minimum lease payments under our non-cancellable operating lease as of March 31, 2019 were as follows: Year ending December 31, 2019 $ 1,103 2020 1,471 2021 1,471 2022 1,471 2023 1,471 2024 and thereafter 6,248 Total 13,235 Less: imputed interest (7,952 ) Current and long-term operating lease liability $ 5,283 |
Lease Obligations as of Prior Year End | Future minimum lease payments under non-cancellable operating leases prior to adoption of ASC 842, Leases, as of December 31, 2018 were as follows: Year ending December 31, 2019 $ 1,416 2020 1,471 2021 1,471 2022 1,471 2023 368 Total 6,197 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Effect of New Accounting Pronouncement | The details of this adjustment are summarized below: Balance at December 31, 2018 Adjustments due to ASC 842 Balance at January 1, 2019 Assets Right of use asset - operating lease $ — $ 4,452 $ 4,452 Liabilities Lease liability - current - operating lease — 111 111 Deferred rent - current 150 (150 ) — Lease liability - long term - operating lease — 5,156 5,156 Deferred rent - long term 665 (665 ) — |
Convertible Notes (Tables)
Convertible Notes (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Promissory Notes | Convertible promissory notes outstanding were as follows: ($ in thousands) March 31, 2019 December 31, 2018 Convertible promissory notes $ 18,003 $ 18,003 Debt discount - warrants (9,598 ) (9,598 ) Debt discount - compound bifurcated derivatives (1,267 ) (1,267 ) Debt discount - beneficial conversion feature (7,138 ) (7,138 ) Convertible promissory notes, net $ — $ — |
Fair Value of Compounded Bifurcated Derivatives | Significant inputs and assumptions used in the binomial lattice model for the derivative liability are as follows: ($ in thousands except per share data) March 31, 2019 December 31, 2018 Calculated aggregate value $ 1,419 $ 1,474 Closing price per share of common stock $ 1.93 $ 1.50 Contractual remaining term 7 years, 5 months 7 years, 8 months Contractual interest rate 4.0 % 4.0 % Volume-weighted average conversion rate $ 17.04667 $ 17.04667 Risk-free interest rate (term structure) 2.21% - 2.81% 2.44% - 2.69% Dividend yield — — Credit Rating CC CC Credit Spread 27.63 % 31.77 % Volatility 87.6 % 87.5 % |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Warrants [Abstract] | |
Outstanding Warrants to Purchase Common Stock | The following table summarizes outstanding warrants to purchase the Company’s common stock: Number of warrants March 31, 2019 December 31, 2018 Exercise Price Expiration Dates Liability-classified Warrants Issued with September 2016 Convertible Notes 1,205,840 1,205,840 $ 22.50 Sept 2021 Total liability-classified warrants 1,205,840 1,205,840 Equity-classified Warrants Issued in 2017 Series A Preferred Stock Offering 687,468 687,468 $ 12.69 Mar 2022 Issued in December 2017 Offering - common warrants 2,679,702 2,679,702 $ 3.85 Dec 2022 Issued in December 2017 Offering - underwriter warrants 87,274 87,274 $ 4.8125 Dec 2022 Issued in May 2018 Private Placement - common warrants 1,528,668 1,528,668 $ 2.86 Nov 2023 Issued in May 2018 - underwriter warrants 142,676 142,676 $ 3.679 May 2023 Issued in July 2018 Private Placement - common warrants 958,152 958,152 $ 2.70 Jan 2024 Issued in July 2018 - underwriter warrants 103,186 103,186 $ 3.464 Jul 2023 Total equity-classified warrants 6,187,126 6,187,126 Total outstanding warrants 7,392,966 7,392,966 |
Schedule of Warrants Outstanding Roll Forward | The table below is a summary of the Company’s warrant activity during the three months ended March 31, 2019: Number of warrants Weighted- average exercise price Liability-classified Equity-classified Total Outstanding at December 31, 2018 1,205,840 6,187,126 7,392,966 $ 7.36 Granted — — — — Exercised — — — — Expired — — — — Outstanding at March 31, 2019 1,205,840 6,187,126 7,392,966 $ 7.36 |
Summary of Other Assumptions Used by Entity | The following table summarizes the calculated aggregate fair values of the liability classified warrants, along with the inputs and assumptions utilized in each calculation: ($ in thousands except per share data) March 31, 2019 December 31, 2018 Calculated aggregate value $ 181 $ 152 Weighted average exercise price per share $ 22.50 $ 22.50 Closing price per share of common stock $ 1.93 $ 1.50 Volatility 91.5 % 94.1 % Weighted average remaining expected life 2 years, 5 months 2 years, 8 months Risk-free interest rate 2.23 % 2.45 % Dividend yield — — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Company's Financial Assets and Liability Measured at Fair Value on a Recurring Basis | The following fair value hierarchy table presents information about each major category of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2019 and December 31, 2018: March 31, 2019 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents, money market funds with less than 90 days maturity $ 10,354 $ — $ — $ 10,354 Total Assets $ 10,354 $ — $ — $ 10,354 Liabilities: Warrant liability $ — $ — $ 181 $ 181 Derivative liability — — 1,419 1,419 Total Liabilities $ — $ — $ 1,600 $ 1,600 December 31, 2018 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Cash and cash equivalents, money market funds with less than 90 days maturity $ 12,290 $ — $ — $ 12,290 Total Assets $ 12,290 $ — $ — $ 12,290 Liabilities: Warrant liability $ — $ — $ 152 $ 152 Derivative liability — — 1,474 1,474 Total Liabilities $ — $ — $ 1,626 $ 1,626 |
Reconciliation of Liabilities Measured at Fair Value on Recurring Basis | The reconciliation of the Company’s warrant liability measured at fair value on a recurring basis using unobservable inputs (Level 3) was as follows: Warrant ($ in thousands) Liability Balance at December 31, 2018 $ 152 Change in fair value of warrant liability 29 Balance at March 31, 2019 $ 181 The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) was as follows: Derivative ($ in thousands) Liability Balance at December 31, 2018 $ 1,474 Change in fair value of derivative liability (55 ) Balance at March 31, 2019 $ 1,419 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | The fair market value of these stock options at the date of grant was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions for the three months ended: March 31, 2019 March 31, 2018 Expected term — 6 years, 3 months Interest rate — % 2.47 % Dividend rate — — Volatility — % 87.7 % |
Summary of Stock Option Activity | The following table summarizes stock option activity for the three months ended March 31, 2019: Number of shares Weighted- average exercise price Weighted- average remaining contractual term Aggregate intrinsic value Outstanding at December 31, 2018 286,712 $ 46.01 7 years $ — Granted — — — — Exercised — — — — Forfeited — — — — Expired (385 ) 18.05 — — Outstanding at March 31, 2019 (1) 286,327 $ 46.04 6 years, 9 months $ — Exercisable at March 31, 2019 181,915 $ 68.25 5 years, 9 months $ — (1) Includes both vested stock options as well as unvested stock options for which the requisite service period has not been rendered but that are expected to vest based on achievement of a service condition. |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Details in the computation of basic and diluted loss per share is as follows: Three months ended March 31, ($ in thousands except share and per share data) 2019 2018 Loss per share - basic: Net loss $ (3,666 ) $ (2,901 ) Less: Dividend paid in-kind to preferred stockholders (85 ) (82 ) Less: Deemed dividend on preferred stock (140 ) (121 ) Net loss attributable to common stockholders - basic $ (3,891 ) $ (3,104 ) Numerator for basic loss per share $ (3,891 ) $ (3,104 ) Denominator for basic loss per share 9,758,332 5,672,976 Basic loss per common share $ (0.40 ) $ (0.55 ) Loss per share - diluted: Numerator for basic loss per share $ (3,891 ) $ (3,104 ) Adjust: Warrant revaluation income for dilutive warrants — — Net loss attributable to common stockholders - diluted $ (3,891 ) $ (3,104 ) Denominator for basic loss per share 9,758,332 5,672,976 Adjust: Incremental shares underlying dilutive “in the money” warrants outstanding — — Denominator for diluted loss per share 9,758,332 5,672,976 Diluted net loss per common share $ (0.40 ) $ (0.55 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following potentially dilutive securities have been excluded from the computations of diluted weighted-average shares outstanding, as their effect would be anti-dilutive: Three months ended March 31, 2019 2018 “In the money” stock options — — “Out of the money” stock options 286,327 266,539 “In the money” warrants — — “Out of the money” warrants 7,392,966 4,969,702 Shares underlying convertible notes 1,056,068 1,056,068 Shares underlying convertible accrued interest on convertible notes 113,517 67,824 Shares underlying convertible preferred stock 744,000 712,000 |
Business and Organization - Sub
Business and Organization - Subsequent Events (Details) - Castle Creek Pharmaceuticals, LLC Co-Development And License Agreement - Subsequent Event | Apr. 12, 2019USD ($) |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Upfront payment received | $ 7,500,000 |
First milestone payment receivable | 2,500,000 |
Castle Creek Pharmaceuticals, LLC | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Maximum development costs payable by other party | $ 20,000,000 |
Excess costs payable by other party (percent) | 70.00% |
Excess costs payable (percent) | 30.00% |
Upfront payment received | $ 7,500,000 |
First milestone payment receivable | 2,500,000 |
Second milestone payment receivable | 30,000,000 |
Maximum sales milestone payments receivable | 75,000,000 |
First sales milestone payment receivable | 25,000,000 |
First product sales threshold for sales milestone payments | 250,000,000 |
Second sales milestone receivable | 50,000,000 |
Second product sales threshold for sales milestone payments | $ 750,000,000 |
Gross profit receivable from other party (percent of product sales) | 30.00% |
Term of arrangement (years) | 40 years |
Days written notice required to terminate (days) | 180 days |
Intrexon Corporation | Exclusive Channel Collaboration Agreement | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |
Payments due to third party | 50.00% |
Business and Organization (Deta
Business and Organization (Details) $ / shares in Units, $ in Thousands | Apr. 12, 2019USD ($) | May 24, 2018$ / shares | Mar. 31, 2019USD ($)$ / shares | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($)$ / shares | Jul. 02, 2018$ / shares | Dec. 31, 2017USD ($) |
Subsequent Event [Line Items] | |||||||
Net loss | $ 3,666 | $ 2,901 | |||||
Cash used in operating activities | 3,077 | 4,761 | |||||
Cash and cash equivalents | 11,322 | $ 14,430 | |||||
Working capital | 9,100 | ||||||
Accumulated deficit | $ 192,746 | $ 189,080 | |||||
Stock split, conversion ratio | 0.2 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Stockholders equity | $ 6,003 | $ 6,259 | $ 9,557 | $ 9,007 | |||
Castle Creek Pharmaceuticals, LLC Co-Development And License Agreement | Subsequent Event | |||||||
Subsequent Event [Line Items] | |||||||
Upfront payment received | $ 7,500 | ||||||
First milestone payment receivable | $ 2,500 |
Leases (Details)
Leases (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($)ft² | |
Lessee, Lease, Description [Line Items] | |
Area of property (square feet) | ft² | 86,500 |
Remaining lease term (years) | 4 years |
Renewal term (years) | 5 years |
Operating lease cost | $ 0.4 |
Remaining lease term- operating lease, in years | 9 years |
Cash payments on operating lease | $ 0.3 |
Discount rate - operating lease | 25.49% |
Selling, General and Administrative Expenses | |
Lessee, Lease, Description [Line Items] | |
Operating lease cost | $ 0.3 |
Research and Development Expense | |
Lessee, Lease, Description [Line Items] | |
Operating lease cost | $ 0.1 |
Leases - Lease Obligations (Det
Leases - Lease Obligations (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 |
Leases [Abstract] | ||
Right of use asset - operating lease | $ 4,412 | $ 4,452 |
Lease liability, current - operating lease | 175 | 111 |
Lease liability, noncurrent | 5,108 | $ 5,156 |
Total lease liability | $ 5,283 |
Leases - Other Information (Det
Leases - Other Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease costs charged to expense | $ 369 |
Remaining lease term- operating lease, in years | 9 years |
Discount rate - operating lease | 25.49% |
Leases - Lease Liability Maturi
Leases - Lease Liability Maturity Schedule (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Operating Lease Liabilities, Payments Due [Abstract] | |||
2019 | $ 1,103 | ||
2020 | 1,471 | ||
2021 | 1,471 | ||
2022 | 1,471 | ||
2023 | 1,471 | ||
2024 and thereafter | 6,248 | ||
Total | 13,235 | ||
Less: imputed interest | (7,952) | ||
Current and long-term operating lease liability | $ 5,283 | ||
Contractual Obligation, Fiscal Year Maturity Schedule [Abstract] | |||
2019 | $ 1,416 | ||
2020 | 1,471 | ||
2021 | 1,471 | ||
2022 | 1,471 | ||
2023 | 368 | ||
Total | $ 6,197 | ||
Accounting Standards Update 2016-02 | |||
Operating Lease Liabilities, Payments Due [Abstract] | |||
Current and long-term operating lease liability | $ 5,300 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Income taxes | $ 0 | $ 0 | ||
Uncertain tax position | 0 | $ 0 | ||
Right of use asset - operating lease | 4,412,000 | $ 4,452,000 | ||
Operating lease, liability | $ 5,283,000 | |||
Accounting Standards Update 2016-02 | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Right of use asset - operating lease | 4,452,000 | |||
Operating lease, liability | $ 5,300,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Adoption of New Accounting Pronouncements (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right of use asset - operating lease | $ 4,412 | $ 4,452 | |
Lease liability, current - operating lease | 175 | 111 | |
Deferred rent, current | $ 150 | ||
Lease liability, operating lease | $ 5,108 | 5,156 | |
Deferred rent | $ 665 | ||
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right of use asset - operating lease | 4,452 | ||
Lease liability, current - operating lease | 111 | ||
Deferred rent, current | (150) | ||
Lease liability, operating lease | 5,156 | ||
Deferred rent | $ (665) |
Convertible Notes - Narrative (
Convertible Notes - Narrative (Details) | 1 Months Ended | 3 Months Ended | ||
Sep. 30, 2016USD ($)$ / sharesshares | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
Debt Instrument [Line Items] | ||||
Debt discount | $ 18,003,000 | $ 18,003,000 | ||
Expected term | 5 years | |||
Impact of 5% change in probability of change of control event in 2019 | $ 300,000 | |||
Impact of 5% change in probability of change of control event in 2020 | 100,000 | |||
Impact of 5% change in the estimated credit spread | 200,000 | |||
Derivative revaluation income (expense) | 55,000 | $ (63,000) | ||
Warrants Issued With September 2016 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Debt discount | 9,598,000 | 9,598,000 | ||
Compounded Bifurcated Derivatives | ||||
Debt Instrument [Line Items] | ||||
Debt discount | 1,267,000 | $ 1,267,000 | ||
Beneficial Conversion Feature | ||||
Debt Instrument [Line Items] | ||||
Debt discount | $ 7,200,000 | |||
Compounded Bifurcated Derivatives | Binomial Lattice Model | Dividend yield | ||||
Debt Instrument [Line Items] | ||||
Derivative liability, measurement input | 0 | 0 | ||
Warrants Issued With September 2016 Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Warrants issued to purchase common stock (in shares) | shares | 1,205,840 | |||
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Convertible debt principal | $ 18,087,500 | |||
Interest rate | 4.00% | |||
Additional amount over closing bid price (in usd per share) | $ / shares | $ 0.12625 | |||
Period after product candidate FCX-007 is approved to reach maturity | 180 days | |||
Required written notice period prior to exercise of put right | 180 days | |||
Prepayment as a percent of outstanding principal | 101.00% | |||
Principal value notes and related accrued interest converted to common stock | $ 0 | |||
Debt discount | 18,100,000 | |||
Amortization of debt discount | $ 0 | $ 0 | ||
Effective yield | 1157.00% | |||
Convertible Debt | Minimum | ||||
Debt Instrument [Line Items] | ||||
Conversion price (in dollars per share) | $ / shares | $ 17.04375 | |||
Convertible Debt | Maximum | ||||
Debt Instrument [Line Items] | ||||
Conversion price (in dollars per share) | $ / shares | $ 18.39375 |
Convertible Notes - Convertible
Convertible Notes - Convertible Promissory Notes Outstanding (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Debt discount | $ (18,003) | $ (18,003) |
Warrants Issued With September 2016 Convertible Notes | ||
Debt Instrument [Line Items] | ||
Debt discount | (9,598) | (9,598) |
Compounded Bifurcated Derivatives | ||
Debt Instrument [Line Items] | ||
Debt discount | (1,267) | (1,267) |
Beneficial Conversion Feature | ||
Debt Instrument [Line Items] | ||
Debt discount | (7,138) | (7,138) |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Convertible promissory notes | 18,003 | 18,003 |
Debt discount | (18,100) | |
Convertible promissory notes, net | $ 0 | $ 0 |
Convertible Notes - Estimated F
Convertible Notes - Estimated Fair Values (Details) - Compounded Bifurcated Derivatives - Binomial Lattice Model - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Calculated aggregate value | $ 1,419 | $ 1,474 |
Closing price per share of common stock (usd per share) | $ 1.93 | $ 1.50 |
Contractual interest rate | 4.00% | 4.00% |
Volume-weighted average conversion rate (usd per share) | $ 17.04667 | $ 17.04667 |
Contractual remaining term | ||
Debt Instrument [Line Items] | ||
Contractual remaining term | 7 years 5 months | 7 years 8 months |
Risk-free interest rate | Minimum | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 0.0221 | 0.0244 |
Risk-free interest rate | Maximum | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 0.0281 | 0.027 |
Dividend yield | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 0 | 0 |
Credit Spread | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 0.2763 | 0.3177 |
Volatility | ||
Debt Instrument [Line Items] | ||
Derivative liability, measurement input | 0.876 | 0.875 |
Warrants - Narrative (Details)
Warrants - Narrative (Details) $ / shares in Units, $ in Thousands | May 31, 2018$ / sharesshares | May 29, 2018$ / sharesshares | Dec. 08, 2017$ / sharesshares | Jul. 31, 2018$ / sharesshares | May 31, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares | Mar. 31, 2017$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2018USD ($)shares | Dec. 31, 2018$ / sharesshares | Jan. 06, 2018$ / sharesshares | Dec. 07, 2017$ / sharesshares |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Number of warrants (shares) | 7,392,966 | 7,392,966 | ||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 7.36 | $ 7.36 | ||||||||||
Dividend yield | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Anticipated dividend rate | 0 | |||||||||||
Issued in December 2017 Offering - pre-funded warrants | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Number of warrants (shares) | 1,184,442 | 1,184,442 | 1,184,442 | |||||||||
Issued in December 2017 Offering - common warrants | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Number of warrants (shares) | 82,118 | 82,118 | 409,091 | 2,727,273 | ||||||||
Issued in 2017 Series A Preferred Stock Offering | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 12.69 | |||||||||||
Exercise period | 5 years | |||||||||||
Warrants issued to purchase common stock (in shares) | 687,468 | |||||||||||
Period after date of issuance to be exercised | 6 months | |||||||||||
Warrant | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Number of warrants (shares) | 6,187,126 | 6,187,126 | ||||||||||
Warrant | Issued in July 2018 Private Placement - common warrants | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Number of warrants (shares) | 958,152 | 958,152 | 958,152 | |||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2.70 | $ 2.70 | ||||||||||
Exercise period | 5 years 6 months | |||||||||||
Warrant | Issued in July 2018 - underwriter warrants | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Number of warrants (shares) | 103,186 | 103,186 | 103,186 | |||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 3.464 | $ 3.464 | ||||||||||
Warrant | Issued in May 2018 Private Placement - common warrants | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Number of warrants (shares) | 1,528,668 | 1,528,668 | 1,528,668 | |||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2.86 | $ 2.86 | $ 2.86 | |||||||||
Exercise period | 5 years 6 months | 5 years 6 months | ||||||||||
Warrant | Issued in May 2018 - underwriter warrants | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Number of warrants (shares) | 142,676 | 142,676 | 142,676 | 142,676 | ||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 3.679 | $ 3.679 | $ 3.679 | |||||||||
Exercise period | 5 years | |||||||||||
Warrant | Issued in December 2017 Offering - pre-funded warrants | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.05 | |||||||||||
Warrant | Issued in December 2017 Offering - common warrants | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Number of warrants (shares) | 2,809,404 | 2,679,702 | 2,679,702 | |||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 3.85 | $ 3.85 | $ 3.85 | $ 3.85 | ||||||||
Exercise period | 5 years | 5 years | ||||||||||
Warrant | Issued in December 2017 Offering - underwriter warrants | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Number of warrants (shares) | 87,274 | 87,274 | 87,274 | 87,274 | ||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 4.8125 | $ 4.8125 | $ 4.8125 | |||||||||
Exercise period | 5 years | 5 years | ||||||||||
Warrant | Issued in 2017 Series A Preferred Stock Offering | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Number of warrants (shares) | 687,468 | 687,468 | ||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 12.69 | |||||||||||
Warrant | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Number of warrants (shares) | 1,205,840 | 1,205,840 | ||||||||||
Warrant | Dividend yield | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Anticipated dividend rate | 0 | 0 | ||||||||||
Warrant | Significant unobservable inputs (Level 3) | ||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||||||
Non-cash income (expense) | $ | $ 30 | $ (200) |
Warrants - Liability-Classified
Warrants - Liability-Classified Warrants Outstanding (Details) - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 | Jul. 31, 2018 | May 31, 2018 | Jan. 06, 2018 | Dec. 31, 2017 | Dec. 08, 2017 | Dec. 07, 2017 | Mar. 31, 2017 |
Warrants | |||||||||
Warrants issued to purchase common stock (shares) | 7,392,966 | 7,392,966 | |||||||
Warrant exercise price (in dollars per share) | $ 7.36 | $ 7.36 | |||||||
Issued in 2017 Series A Preferred Stock Offering | |||||||||
Warrants | |||||||||
Warrant exercise price (in dollars per share) | $ 12.69 | ||||||||
Issued in December 2017 Offering - common warrants | |||||||||
Warrants | |||||||||
Warrants issued to purchase common stock (shares) | 409,091 | 82,118 | 82,118 | 2,727,273 | |||||
Warrant | |||||||||
Warrants | |||||||||
Warrants issued to purchase common stock (shares) | 1,205,840 | 1,205,840 | |||||||
Warrant | Issued with September 2016 Convertible Notes | |||||||||
Warrants | |||||||||
Warrants issued to purchase common stock (shares) | 1,205,840 | 1,205,840 | |||||||
Warrant exercise price (in dollars per share) | $ 22.50 | ||||||||
Warrant | |||||||||
Warrants | |||||||||
Warrants issued to purchase common stock (shares) | 6,187,126 | 6,187,126 | |||||||
Warrant | Issued in 2017 Series A Preferred Stock Offering | |||||||||
Warrants | |||||||||
Warrants issued to purchase common stock (shares) | 687,468 | 687,468 | |||||||
Warrant exercise price (in dollars per share) | $ 12.69 | ||||||||
Warrant | Issued in December 2017 Offering - common warrants | |||||||||
Warrants | |||||||||
Warrants issued to purchase common stock (shares) | 2,679,702 | 2,679,702 | 2,809,404 | ||||||
Warrant exercise price (in dollars per share) | $ 3.85 | $ 3.85 | $ 3.85 | $ 3.85 | |||||
Warrant | Issued in December 2017 Offering - underwriter warrants | |||||||||
Warrants | |||||||||
Warrants issued to purchase common stock (shares) | 87,274 | 87,274 | 87,274 | 87,274 | |||||
Warrant exercise price (in dollars per share) | $ 4.8125 | $ 4.8125 | $ 4.8125 | ||||||
Warrant | Issued in May 2018 Private Placement - common warrants | |||||||||
Warrants | |||||||||
Warrants issued to purchase common stock (shares) | 1,528,668 | 1,528,668 | |||||||
Warrant exercise price (in dollars per share) | $ 2.86 | ||||||||
Warrant | Issued in May 2018 - underwriter warrants | |||||||||
Warrants | |||||||||
Warrants issued to purchase common stock (shares) | 142,676 | 142,676 | 142,676 | ||||||
Warrant exercise price (in dollars per share) | $ 3.679 | $ 3.679 | |||||||
Warrant | Issued in July 2018 Private Placement - common warrants | |||||||||
Warrants | |||||||||
Warrants issued to purchase common stock (shares) | 958,152 | 958,152 | 958,152 | ||||||
Warrant exercise price (in dollars per share) | $ 2.70 | $ 2.70 | |||||||
Warrant | Issued in July 2018 - underwriter warrants | |||||||||
Warrants | |||||||||
Warrants issued to purchase common stock (shares) | 103,186 | 103,186 | 103,186 | ||||||
Warrant exercise price (in dollars per share) | $ 3.464 | $ 3.464 |
Warrants - Warrant Activity (De
Warrants - Warrant Activity (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Increase (Decrease) in Warrants Outstanding [Roll Forward] | |
Beginning balance, number of warrants outstanding (shares) | 7,392,966 |
Granted (shares) | 0 |
Exercised (shares) | 0 |
Expired (shares) | 0 |
Ending balance, number of warrants outstanding (shares) | 7,392,966 |
Beginning balance, weighted-average exercise price (usd per share) | $ / shares | $ 7.36 |
Weighted-average exercise price, warrants granted during the period (usd per share) | $ / shares | 0 |
Weighted-average exercise price, warrants exercised during the period (usd per share) | $ / shares | 0 |
Weighted-average exercise price, warrants expired during the period (usd per share) | $ / shares | 0 |
Ending balance, weighted-average exercise price (usd per share) | $ / shares | $ 7.36 |
Warrant | |
Increase (Decrease) in Warrants Outstanding [Roll Forward] | |
Beginning balance, number of warrants outstanding (shares) | 1,205,840 |
Granted (shares) | 0 |
Exercised (shares) | 0 |
Expired (shares) | 0 |
Ending balance, number of warrants outstanding (shares) | 1,205,840 |
Warrant | |
Increase (Decrease) in Warrants Outstanding [Roll Forward] | |
Beginning balance, number of warrants outstanding (shares) | 6,187,126 |
Granted (shares) | 0 |
Exercised (shares) | 0 |
Expired (shares) | 0 |
Ending balance, number of warrants outstanding (shares) | 6,187,126 |
Warrants - Aggregate Fair Value
Warrants - Aggregate Fair Values, Inputs and Assumptions (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($)$ / shares | |
Warrant | ||
Fair value assumptions | ||
Calculated aggregate value | $ | $ 181 | $ 152 |
Weighted average exercise price per share (usd per share) | $ 22.50 | $ 22.50 |
Closing price per share of common stock (usd per share) | $ 1.93 | $ 1.50 |
Volatility | Warrant | ||
Fair value assumptions | ||
Warrant liability, measurement input | 0.915 | 0.941 |
Weighted average remaining expected life | Warrant | ||
Fair value assumptions | ||
Weighted average remaining expected life | 2 years 5 months | 2 years 8 months |
Risk-free interest rate | Warrant | ||
Fair value assumptions | ||
Warrant liability, measurement input | 0.0223 | 0.0245 |
Dividend yield | ||
Fair value assumptions | ||
Warrant liability, measurement input | 0 | |
Dividend yield | Warrant | ||
Fair value assumptions | ||
Warrant liability, measurement input | 0 | 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Hierarchy (Details) - Recurring - Measured at fair value - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Cash and cash equivalents, money market funds with less than 90 days maturity | $ 10,354 | $ 12,290 |
Total Assets | 10,354 | 12,290 |
Liabilities | ||
Warrant liability | 181 | 152 |
Derivative liability | 1,419 | 1,474 |
Total Liabilities | 1,600 | 1,626 |
Quoted prices in active markets (Level 1) | ||
Assets | ||
Cash and cash equivalents, money market funds with less than 90 days maturity | 10,354 | 12,290 |
Total Assets | 10,354 | 12,290 |
Liabilities | ||
Warrant liability | 0 | 0 |
Derivative liability | 0 | 0 |
Total Liabilities | 0 | 0 |
Quoted prices in inactive markets (Level 2) | ||
Assets | ||
Cash and cash equivalents, money market funds with less than 90 days maturity | 0 | 0 |
Total Assets | 0 | 0 |
Liabilities | ||
Warrant liability | 0 | 0 |
Derivative liability | 0 | 0 |
Total Liabilities | 0 | 0 |
Significant unobservable inputs (Level 3) | ||
Assets | ||
Cash and cash equivalents, money market funds with less than 90 days maturity | 0 | 0 |
Total Assets | 0 | 0 |
Liabilities | ||
Warrant liability | 181 | 152 |
Derivative liability | 1,419 | 1,474 |
Total Liabilities | $ 1,600 | $ 1,626 |
Fair Value Measurements - Unobs
Fair Value Measurements - Unobservable Input Reconciliation (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Warrant | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance | $ 152 |
Change in fair value of liability | 29 |
Ending Balance | 181 |
Derivative | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning Balance | 1,474 |
Change in fair value of liability | (55) |
Ending Balance | $ 1,419 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | Mar. 31, 2019USD ($) |
Fair Value Disclosures [Abstract] | |
Fair value of convertible promissory notes | $ 14,700,000 |
Carrying value of convertible promissory notes | $ 0 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Equity-based compensation | ||
Weighted average fair market value of options granted (in dollars per share) | $ 2.59 | |
Granted (in shares) | 0 | |
Stock-based compensation expense | $ 0.1 | $ 0.1 |
Fair value of options vested | 0.2 | |
Service Based Stock Options | ||
Equity-based compensation | ||
Unrecognized compensation cost | $ 0.3 | |
Recognition period (years) | 1 year 7 months | |
The Plan | ||
Equity-based compensation | ||
Number of shares allowed for issuance (in shares) | 506,667 | |
The Plan | Options | ||
Equity-based compensation | ||
Terms of options, not to exceed (in years) | 10 years | |
Vesting percentage per year | 25.00% | |
Vesting period (in years) | 4 years | |
Options available for grant (in shares) | 216,055 | |
The Plan | Options | Director | ||
Equity-based compensation | ||
Vesting period (in years) | 1 year |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted Average Assumptions (Details) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Expected term | 0 years | 6 years 3 months |
Interest rate | 0.00% | 2.47% |
Dividend rate | 0.00% | 0.00% |
Volatility | 0.00% | 87.70% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Number of shares | ||
Outstanding at beginning of period (in shares) | 286,712 | |
Granted (in shares) | 0 | |
Exercised (shares) | 0 | |
Forfeited (in shares) | 0 | |
Expired (in shares) | (385) | |
Outstanding at end of period (in shares) | 286,327 | 286,712 |
Exercisable at end of period (in shares) | 181,915 | |
Weighted- average exercise price | ||
Outstanding at beginning of period (in dollars per share) | $ 46.01 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 0 | |
Expired (in dollars per share) | 18.05 | |
Outstanding at end of period (in dollars per share) | 46.04 | $ 46.01 |
Exercisable at end of period (in dollars per share) | $ 68.25 | |
Additional disclosures | ||
Weighted-average remaining contractual term (in years), outstanding | 6 years 9 months | 7 years |
Weighted-average remaining contractual term (in years), exercisable | 5 years 9 months | |
Aggregate intrinsic value, outstanding | $ 0 | $ 0 |
Aggregate intrinsic value, exercisable | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) | Jan. 06, 2018shares | Dec. 31, 2017USD ($)shares | Mar. 31, 2019USD ($)directoragreement | Mar. 31, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Mar. 07, 2017shares | Sep. 30, 2016USD ($)shares |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Number of exclusive channel collaboration agreements (agreement) | agreement | 2 | ||||||||
Royalty and milestone payments incurred | $ 0 | ||||||||
Related party payable | 53,000 | $ 100,000 | |||||||
Research and development expense | 1,943,000 | $ 1,645,000 | |||||||
Common stock issued (shares) | shares | 409,091 | ||||||||
Warrants Issued With September 2016 Convertible Notes | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Warrants issued to purchase common stock (in shares) | shares | 1,205,840 | ||||||||
Convertible Debt | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Convertible debt principal | $ 18,087,500 | ||||||||
Affiliated Entity | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Expenses for work performed | 40,000 | 200,000 | |||||||
Related party payable | 100,000 | $ 100,000 | |||||||
Research and development expense | $ 44,000 | (303,000) | |||||||
Shareholder ownership percentage of related party in affiliate, more than | 50.00% | ||||||||
Shareholder ownership percentage | 17.00% | ||||||||
Affiliated Entity | 2017 Private Placement | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Warrants issued to purchase common stock (in shares) | shares | 545,456 | 259,176 | |||||||
Preferred stock, shares issued (shares) | shares | 3,016 | ||||||||
Common stock issued (shares) | shares | 545,456 | ||||||||
Affiliated Entity | Warrants Issued With September 2016 Convertible Notes | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Warrants issued to purchase common stock (in shares) | shares | 450,835 | ||||||||
Affiliated Entity | Convertible Debt | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Convertible debt principal | $ 6,762,500 | ||||||||
Affiliated Entity | Direct Expenses for Work Performed | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Expenses for work performed | $ 10,000 | 100,000 | |||||||
Affiliated Entity | Pass-through Costs | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Expenses for work performed | 30,000 | 100,000 | |||||||
Affiliated Entity | 2012 ECC Dispute | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Related party payable | $ 700,000 | $ 200,000 | $ 200,000 | ||||||
Research and development expense | $ 1,400,000 | $ 1,100,000 | |||||||
Due to related parties, reduction from prior period | $ 500,000 | ||||||||
Director | |||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||
Number of directors (director) | director | 2 |
Loss Per Share - Earnings Per S
Loss Per Share - Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (3,666) | $ (2,901) |
Less: Dividend paid in-kind to preferred stockholders | (85) | (82) |
Less: Deemed dividend on preferred stock | (140) | (121) |
Net loss attributable to common stockholders | (3,891) | (3,104) |
Loss per share - basic: | ||
Numerator for basic loss per share | $ (3,891) | $ (3,104) |
Denominator for basic loss per share (shares) | 9,758,332 | 5,672,976 |
Basic loss per common share (usd per share) | $ (0.40) | $ (0.55) |
Loss per share - diluted: | ||
Numerator for basic loss per share | $ (3,891) | $ (3,104) |
Adjust: Warrant revaluation income for dilutive warrants | 0 | 0 |
Net loss attributable to common stockholders - diluted | $ (3,891) | $ (3,104) |
Denominator for basic loss per share (shares) | 9,758,332 | 5,672,976 |
Incremental shares underlying dilutive in the money warrants outstanding (shares) | 0 | 0 |
Denominator for diluted loss per share (shares) | 9,758,332 | 5,672,976 |
Diluted net loss per common share (usd per share) | $ (0.40) | $ (0.55) |
Loss Per Share - Antidilutive S
Loss Per Share - Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Shares underlying convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from EPS (shares) | 744,000 | 712,000 |
“In the money” stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from EPS (shares) | 0 | 0 |
“Out of the money” stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from EPS (shares) | 286,327 | 266,539 |
“In the money” warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from EPS (shares) | 0 | 0 |
“Out of the money” warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from EPS (shares) | 7,392,966 | 4,969,702 |
Shares underlying convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from EPS (shares) | 1,056,068 | 1,056,068 |
Shares underlying convertible accrued interest on convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from EPS (shares) | 113,517 | 67,824 |
Equity - Preferred Stock (Detai
Equity - Preferred Stock (Details) $ / shares in Units, $ in Thousands | Jan. 06, 2018$ / sharesshares | Mar. 08, 2017USD ($) | Mar. 07, 2017USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Mar. 31, 2018USD ($) | Dec. 31, 2018$ / sharesshares | Mar. 31, 2017shares |
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized (shares) | shares | 5,000,000 | 5,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||||
Number of units issued | shares | 409,091 | ||||||
Purchase price per unit (in usd per share) | $ / shares | $ 3.80 | ||||||
Deemed dividend on preferred stock | $ 140 | $ 121 | |||||
Dividend paid in-kind to preferred stockholders | 85 | 82 | |||||
Warrant | |||||||
Class of Stock [Line Items] | |||||||
Discount on shares, preferred stock | $ 3,000 | ||||||
Deemed dividend on preferred stock | $ 100 | 100 | |||||
2017 Private Placement | |||||||
Class of Stock [Line Items] | |||||||
Number of common shares authorized for purchase as a percent of conversion shares | 100.00% | ||||||
Units | 2017 Private Placement | |||||||
Class of Stock [Line Items] | |||||||
Number of units issued | shares | 8,000 | ||||||
Purchase price per unit (in usd per share) | $ / shares | $ 1,000 | ||||||
Series A Convertible Preferred Stock | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized (shares) | shares | 8,000 | 8,000 | 8,000 | ||||
Preferred stock, shares issued (shares) | shares | 8,000 | 8,000 | |||||
Dividend paid in-kind to preferred stockholders | $ 700 | 300 | |||||
Series A Convertible Preferred Stock | 2017 Private Placement | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 1,000 | ||||||
Preferred stock, shares issued (shares) | shares | 1 | ||||||
Conversion price (usd per share) | $ / shares | $ 11.6355 | ||||||
Proceeds from 2017 Series A Preferred Stock Offering, before deducting offering costs | $ 8,000 | $ 1,300 | |||||
Dividend rate, preferred stock | 4.00% | ||||||
Dividend rate, period of initial rate | 5 years | ||||||
Increased dividend rate, preferred stock | 8.00% | ||||||
Market yield | 34.42% | ||||||
Proceeds from beneficial conversion feature | $ 3,700 | ||||||
Deemed dividend on preferred stock | $ 100 | $ 100 | |||||
Ownership percentage, convertible preferred stock | 70.00% | ||||||
Series A Convertible Preferred Stock | 2017 Private Placement | Risk-free interest rate | |||||||
Class of Stock [Line Items] | |||||||
Risk-free interest rate | 0.0315 | ||||||
Series A Convertible Preferred Stock | 2017 Private Placement | Credit spread | |||||||
Class of Stock [Line Items] | |||||||
Risk-free interest rate | 0.3127 |
Equity - Common Stock (Details)
Equity - Common Stock (Details) $ / shares in Units, $ in Millions | Dec. 11, 2018USD ($)shares | Jul. 05, 2018USD ($)$ / sharesshares | Jul. 02, 2018$ / sharesshares | May 31, 2018USD ($)$ / sharesshares | May 29, 2018$ / sharesshares | May 24, 2018$ / shares | Jan. 06, 2018$ / sharesshares | Dec. 11, 2017USD ($) | Dec. 08, 2017$ / sharesshares | Dec. 07, 2017$ / sharesshares | May 31, 2018$ / sharesshares | Dec. 31, 2017$ / sharesshares | Mar. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | Mar. 31, 2018shares | Jul. 31, 2016shares | Jun. 30, 2016shares |
Class of Stock [Line Items] | |||||||||||||||||
Common stock, shares authorized (shares) | 150,000,000 | 150,000,000 | 150,000,000 | 100,000,000 | |||||||||||||
Stock split, conversion ratio | 0.2 | ||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Sale of common stock (shares) | 409,091 | ||||||||||||||||
Number of warrants (shares) | 7,392,966 | 7,392,966 | |||||||||||||||
Common stock purchased with warrant (shares) | 1 | ||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 7.36 | $ 7.36 | |||||||||||||||
Period to exercise options | 30 days | ||||||||||||||||
Purchase price (in usd per share) | $ / shares | $ 3.80 | ||||||||||||||||
Proceeds from common stock offering, net | $ | $ 5.3 | $ 9.3 | |||||||||||||||
Percentage of aggregate shares of common stock available for purchase | 7.00% | ||||||||||||||||
Warrant | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of warrants (shares) | 6,187,126 | 6,187,126 | |||||||||||||||
Issued in December 2017 Offering - pre-funded warrants | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of warrants (shares) | 1,184,442 | 1,184,442 | 1,184,442 | ||||||||||||||
Issued in December 2017 Offering - pre-funded warrants | Warrant | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 0.05 | ||||||||||||||||
Issued in December 2017 Offering - common warrants | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of warrants (shares) | 409,091 | 82,118 | 2,727,273 | 82,118 | |||||||||||||
Purchase price (in usd per share) | $ / shares | $ 0.01 | ||||||||||||||||
Issued in December 2017 Offering - common warrants | Warrant | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of warrants (shares) | 2,809,404 | 2,679,702 | 2,679,702 | ||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 3.85 | $ 3.85 | $ 3.85 | $ 3.85 | |||||||||||||
Warrant exercise period | 5 years | 5 years | |||||||||||||||
Issued in December 2017 Offering - underwriter warrants | Warrant | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of warrants (shares) | 87,274 | 87,274 | 87,274 | 87,274 | |||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 4.8125 | $ 4.8125 | $ 4.8125 | ||||||||||||||
Warrant exercise period | 5 years | 5 years | |||||||||||||||
Issued in May 2018 Private Placement - common warrants | Warrant | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of warrants (shares) | 1,528,668 | 1,528,668 | 1,528,668 | ||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 2.86 | $ 2.86 | $ 2.86 | ||||||||||||||
Purchase price (in usd per share) | $ / shares | $ 0.125 | ||||||||||||||||
Warrant exercise period | 5 years 6 months | 5 years 6 months | |||||||||||||||
Issued in July 2018 - underwriter warrants | Warrant | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of warrants (shares) | 142,676 | 142,676 | 142,676 | 142,676 | |||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 3.679 | $ 3.679 | $ 3.679 | ||||||||||||||
Warrant exercise period | 5 years | ||||||||||||||||
Warrants Issued in July 2018 Private Placement | Warrant | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Number of warrants (shares) | 958,152 | ||||||||||||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 3.464 | $ 2.70 | |||||||||||||||
Purchase price (in usd per share) | $ / shares | $ 0.125 | ||||||||||||||||
Warrant exercise period | 5 years | 5 years 6 months | |||||||||||||||
Warrants to purchase shares of common stock (in shares) | 103,186 | ||||||||||||||||
Public Stock Offering | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Sale of common stock (shares) | 1,542,832 | ||||||||||||||||
May 2018 Purchase Agreement | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||||||||
Sale of common stock (shares) | 2,038,224 | ||||||||||||||||
Purchase price (in usd per share) | $ / shares | $ 2.85 | ||||||||||||||||
Percentage of shares of common stock sold | 75.00% | ||||||||||||||||
July 2018 Purchase Agreement | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 2.69 | ||||||||||||||||
Sale of common stock (shares) | 1,474,080 | ||||||||||||||||
Proceeds from common stock offering, net | $ | $ 3.6 | ||||||||||||||||
Percentage of shares of common stock sold | 65.00% | ||||||||||||||||
Common Stock | December 2018 Private Placement | |||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||
Sale of common stock (shares) | 443,350 | ||||||||||||||||
Consideration received, gross | $ | $ 0.9 | ||||||||||||||||
Consideration received, net | $ | $ 0.8 |