Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 18, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | Marina Biotech, Inc. | |
Entity Central Index Key | 737,207 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 89,771,379 | |
Trading Symbol | MRNA | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 80 | $ 710 |
Prepaid expenses and other current assets | 100 | 140 |
Total current assets | 180 | 850 |
Intangible assets | 6,700 | 6,700 |
Other assets | 45 | |
Total assets | 6,880 | 7,595 |
Current liabilities: | ||
Accounts payable | 1,500 | 763 |
Accrued payroll and employee benefits | 71 | 377 |
Other accrued liabilities | 1,130 | 1,296 |
Promissory notes | 307 | |
Total current liabilities | 3,008 | 2,436 |
Fair value liability for price adjustable warrants | 109 | 2,491 |
Fair value of stock to be issued to settle liabilities | 15 | 60 |
Deferred income tax liabilities | 2,345 | 2,345 |
Total liabilities | 5,477 | 7,332 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.006 par value; 180,000,000 shares authorized, 27,704,340 and 29,759,503 shares issued and outstanding at December 31, 2015 and September 30, 2016, respectively | 179 | 166 |
Additional paid-in capital | 335,289 | 334,548 |
Accumulated deficit | (334,065) | (334,451) |
Total stockholders’ equity | 1,403 | 263 |
Total liabilities and stockholders’ equity | 6,880 | 7,595 |
Series C Convertible Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock, Value | ||
Series D Convertible Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock, Value |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 100,000 | 100,000 |
Common stock, par value | $ 0.006 | $ 0.006 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 27,704,340 | 29,759,503 |
Common stock, shares outstanding | 27,704,340 | 29,759,503 |
Series C Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,200 | 1,200 |
Preferred stock, shares issued | 1,020 | 1,020 |
Preferred stock, shares outstanding | 1,020 | 1,020 |
Preferred stock, liquidation Preference value | $ 5,100 | $ 5,100 |
Series D Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 220 | 220 |
Preferred stock, shares issued | 60 | 170 |
Preferred stock, shares outstanding | 60 | 170 |
Preferred stock, liquidation Preference value | $ 30 | $ 30 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
License and other revenues | $ 50 | $ 80 | $ 300 | $ 480 |
Operating expenses: | ||||
Research and development | 17 | 90 | 240 | 574 |
General and administrative | 574 | 1,022 | 1,963 | 3,275 |
Total operating expenses | 591 | 1,112 | 2,203 | 3,849 |
Loss from operations | (541) | (1,032) | (1,903) | (3,369) |
Other income (expense): | ||||
Change in fair value liability for price adjustable warrants | 510 | 2,485 | 2,296 | 6,128 |
Interest expense | (7) | (7) | ||
Gain on settled liabilities | 6 | 18 | ||
Total other income, net | 503 | 2,491 | 2,289 | 6,146 |
Net income (loss) | (38) | 1,459 | 386 | 2,777 |
Deemed dividend related to discount on beneficial | (690) | (690) | ||
Net income (loss) applicable to common stockholders | $ (38) | $ 769 | $ 386 | $ 2,087 |
Net income (loss) per common share | ||||
Basic | $ 0 | $ 0.03 | $ 0.01 | $ 0.08 |
Diluted | $ (0.05) | $ (0.06) | $ (0.05) | $ (0.12) |
Shares used in computing net income (loss) per share | ||||
Basic | 29,760 | 26,462 | 29,264 | 26,047 |
Diluted | 2,647 | 30,939 | 5,752 | 33,484 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Operating activities: | ||
Net income | $ 386 | $ 2,777 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Non-cash license expense | 90 | 132 |
Non-cash gain on settlement of liabilities | (18) | |
Compensation related to stock options and warrants | 533 | 412 |
Changes in fair market value of liabilities: | ||
Price adjustable warrants | 2,296 | 6,128 |
Cash changes in assets and liabilities: | ||
Accounts receivable | 500 | |
Prepaid expenses and other assets | 85 | 82 |
Accounts payable | 737 | 90 |
Accrued and other liabilities | (465) | 546 |
Net cash used in operating activities | (930) | (1,607) |
Financing activities: | ||
Proceeds from promissory notes | 300 | |
Proceeds from sales of Series D preferred shares and warrants, net | 1,095 | |
Proceeds from exercise of warrants for common stock | 1 | |
Net cash provided by financing activities | 300 | 1,096 |
Net decrease in cash | (630) | (511) |
Cash - Beginning of period | 710 | 1,824 |
Cash - End of period | 80 | 1,313 |
Supplemental disclosure of cash flow information and non-cash financing activities: | ||
Issuance of common stock to settle liabilities | 135 | 195 |
Fair value of warrants issued to purchase common stock to settle liabilities | 65 | |
Deemed dividend to Series D convertible preferred stockholders | 690 | |
Fair value of derivative warrant liability reclassified to additional paid-in capital | 86 | |
Series C Preferred Stock [Member] | ||
Supplemental disclosure of cash flow information and non-cash financing activities: | ||
Par value of common stock issued upon conversion | 4 | |
Series D Preferred Stock [Member] | ||
Supplemental disclosure of cash flow information and non-cash financing activities: | ||
Par value of common stock issued upon conversion | $ 8 |
Business, Liquidity and Summary
Business, Liquidity and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business, Liquidity and Summary of Significant Accounting Policies | Note 1 Business, Liquidity and Summary of Significant Accounting Policies Business Marina Biotech, Inc. (we, Marina, or the Company) is a biotechnology company that has focused on the discovery, development and commercialization of nucleic acid-based therapies to treat orphan diseases. Our pipeline includes CEQ508, a product in clinical development for the treatment of Familial Adenomatous Polyposis (FAP), for which we have received Orphan Drug Designation (ODD) and Fast Track Designation (FTD) from the U.S. Food and Drug Administration (FDA), and preclinical programs for the treatment of type 1 myotonic dystrophy (DM1) and Duchenne muscular dystrophy (DMD). Since 2010, we have strategically acquired/in-licensed and further developed nucleic acid chemistry and delivery-related technologies in order to establish a novel and differentiated drug discovery platform. This platform allows us to distinguish ourselves from others in the nucleic acid therapeutics area in that we are the only company capable of creating a wide variety of therapeutics targeting coding and non-coding RNA via multiple mechanisms of action such as RNA interference (RNAi), messenger RNA translational inhibition, exon skipping, microRNA (miRNA) replacement, miRNA inhibition, and steric blocking in order to modulate gene expression either up or down depending on the specific mechanism of action. Our goal has been to dramatically improve the lives of the patients and families affected by orphan diseases through either our own efforts or those of our collaborators and licensees. Merger with IthenaPharma On November 15, 2016, we entered into, and consummated the transactions contemplated by, an Agreement and Plan of Merger between and among our company, IthenaPharma Inc., a Delaware corporation (Ithena), Ithena Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Marina (Merger Sub), and Vuong Trieu as the Ithena representative (the Merger Agreement), pursuant to which Ithena merged into Merger Sub (the Merger). Upon completion of the Merger and subject to the applicable provisions of the Merger Agreement, Merger Sub has ceased to exist and Ithena continues as the surviving corporation of the Merger and as a wholly-owned subsidiary of Marina. As consideration for the Merger, the Company issued to the former shareholders of Ithena 58,392,828 shares of the Companys common stock, representing approximately 65% of the issued and outstanding shares of the Companys common stock following the completion of the Merger. In addition, the Company assumed warrants to purchase 300,000 shares of Ithena common stock, appointed Vuong Trieu, the president of Ithena, as the Chairman of the Board of Directors of the Company and gave the right to appoint one additional member of the Board of Director to the former shareholders of Ithena. In the Merger, Marina acquired the business and assets of Ithena, which consist primarily of pharmaceutical compounds in various stages of development. In addition, Vuong Trieu, the Chief Executive Officer of Ithena, extended to the Company a $540,000 demand line of credit, of which $15,000 had been drawn at November 18, 2016. Moreover, we entered into a License Agreement with Autotelic LLC, a stockholder of Ithena, pursuant to which (A) we will license to Autotelic LLC certain patent rights, data and know-how relating to Familial Adenomatous Polyposis and nasal insulin, for human therapeutics other than for oncology-related therapies and indications, and (B) Autotelic LLC licensed to us certain patent rights, data and know-how relating to IT-102 and IT-103, in connection with individualized therapy of pain using a non-steroidal anti-inflammatory drug and an anti-hypertensive without inducing intolerable edema, and treatment of certain aspects of proliferative disease, but not including rights to IT-102/IT-103 for TDM guided dosing for all indications using an Autotelic TDM Device. We also granted a right of first refusal to Autotelic LLC with respect to any license by us of the rights licensed by or to us under the License Agreement in any cancer indication outside of gastrointestinal cancers. Further, we entered into a Master Services Agreement with Autotelic Inc., a stockholder of Ithena, pursuant to which Autotelic Inc. agreed to provide certain business functions and services from time to time during regular business hours at our request. As the former shareholders of Ithena will control greater than 50% of the Company subsequent to the Merger, it is anticipated that Ithena will be considered the acquirer for accounting purposes and that future financial disclosures for the Company will be the historical information of Ithena. Ithena will account for the acquisition of the Company under the purchase accounting method following completion. We will need additional capital to execute our business, which may involve acquiring other assets or selling existing assets. If we are not successful in raising additional capital, strategic alternatives will be considered, which may include delaying the development of certain compounds, selling (or otherwise losing our rights to) existing technology or ceasing operations. For further information regarding the Merger Agreement, the Merger, and the other documents and transactions contemplated thereby, see our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 18, 2016. Recent Licensing and IP Developments In February 2016, we entered into an evaluation and option agreement covering certain of our platforms for the delivery of an undisclosed genome editing technology. The agreement contains an option provision for the exclusive license of our SMARTICLES platform in a specific gene editing field. In March 2016, we entered into a license agreement covering certain of our platforms for the delivery of an undisclosed genome editing technology. Under the terms of the agreement, we received an upfront license fee of $0.25 million, and could receive up to $40 million in success-based milestones. In July 2016, we entered into a license agreement with an undisclosed licensee that grants such licensee rights to use our technology and intellectual property to develop and commercialize products combining certain molecules with our liposomal delivery technology known as NOV582. Under the terms of this agreement, the licensee agreed to pay to us an upfront license fee in the amount of $0.35 million (to be paid in installments through the end of 2017), along with milestone payments on a per-licensed-product basis and royalty payments in the low single digit percentages. As of September 30, 2016, we have received $0.05 million per the terms of this license agreement. In conjunction with this transaction, we pledged to issue common stock valued at $0.002 million to Novosom. This obligation is included in Fair Value of Stock to be Issued to Settle Liabilities at September 30, 2016. We believe that, as a result of the issuance of US patent no. 9,023,793 on May 5, 2015, we became entitled to receive a milestone payment in the amount of $2 million under an Asset Purchase Agreement dated August 25, 2010 between us and Cypress Biosciences (Cypress), which was subsequently assigned by Cypress to Kyalin Biosciences, Inc., and further assigned to Retrophin, Inc. (Retrophin). We have advised Retrophin of our claim to payment of this milestone. However, Retrophin has denied our claim. Although we intend to vigorously pursue our right to receive the milestone payment, there can be no assurance that we will be successful in our endeavors to receive the payments to which we believe we are entitled. Note Purchase Agreement On June 20, 2016, we entered into a Note Purchase Agreement (the Purchase Agreement) with certain investors (the Purchasers), pursuant to which we issued to the Purchasers unsecured promissory notes in the aggregate principal amount of $0.3 million (the Notes). Interest shall accrue on the unpaid principal balance of the Notes at the rate of 12% per annum beginning on September 20, 2016. The Notes will become due and payable on June 20, 2017, provided, that, upon the closing of a financing transaction that occurs while the Notes are outstanding, each Purchaser shall have the right to either: (i) accelerate the maturity date of the Note held by such Purchaser or (ii) convert the entire outstanding principal balance under the Note held by such Purchaser and accrued interest thereon into our securities that are issued and sold at the closing of such financing transaction. Further, if we at any time while the Notes are outstanding receive any cash payments in the aggregate amount of not less than $0.25 million, as a result of the licensing, partnering or disposition of any of the technology held by us or any related product or asset, we shall pay to the holders of the Notes, on a pro rata basis, an amount equal to 25% of each payment actually received by us, which payments shall be applied against the outstanding principal balance of the Notes and the accrued and unpaid interest thereon, until such time as the Notes are repaid in full. As of September 30, 2016, the accrued interest expense on the Notes amounted to $0.007. In the Purchase Agreement, we agreed: (x) to extend the termination date of all of the warrants to purchase shares of our common stock (such warrants, the Prior Warrants) that were delivered to the purchasers pursuant to that certain Note and Warrant Purchase Agreement, dated as of February 10, 2012 between us and the purchasers identified on the signature pages thereto, as it has been amended to date, to February 10, 2020 and (y) to extend the exercise price protection afforded of the Prior Warrants so that such protection would apply to any financing transaction effected by us on or prior to June 19, 2017 (with any such adjustment only applying to 80% of the Prior Warrants, ad with such protection not resulting in the issuance of any additional shares of our common stock). As the Prior Warrants were already recorded at fair value as a result of price adjustable terms, the impacts of the modification of the terms is included in the change in fair value of price adjustable warrants in the statement of operations. Liquidity The accompanying condensed consolidated financial statements have been prepared on the basis that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. At September 30, 2016, we had an accumulated deficit of approximately $334.1 million, $108.3 million of which has been accumulated since we focused on RNA therapeutics in June 2008. To the extent that sufficient funding is available, we will continue to incur operating losses as we execute our plan to raise additional funds and investigate strategic and business development initiatives. In addition, we have had and will continue to have negative cash flows from operations. We have funded our losses primarily through the sale of common and preferred stock and warrants, the sale of the Notes, revenue provided from our license agreements and, to a lesser extent, equipment financing facilities and secured loans. In 2015 and 2016, we funded operations with a combination of the issuance of the Notes, preferred stock and license-related revenues. At September 30, 2016, we had negative working capital of $2.8 million and $0.1 million in cash. Our limited operating activities consume the majority of our cash resources. We believe that our current cash resources, including the proceeds from the Notes received in June 2016 as noted above, and the $0.54 million line of credit associated with the Merger Agreement, will enable us to fund our intended operations through March 2017. Our ability to execute our operating plan beyond March 2017 depends on our ability to obtain additional funding. The volatility in our stock price, as well as market conditions in general, could make it difficult for us to raise capital on favorable terms, or at all. If we fail to obtain additional capital when required, we may have to modify, delay or abandon some or all of our planned activities, or terminate our operations. There can be no assurance that we will be successful in any such endeavors. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis of Preparation and Summary of Significant Accounting Policies Basis of Preparation Use of Estimates Reclassifications Fair Value of Financial Instruments We follow authoritative guidance with respect to fair value reporting issued by the Financial Accounting Standards Board (FASB) for financial assets and liabilities, which defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance does not apply to measurements related to share-based payments. The guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Our cash is subject to fair value measurement and value is determined by Level 1 inputs. We measure the liability for committed stock issuances with a fixed share number using Level 1 inputs. We measure the liability for price adjustable warrants and certain features embedded in notes using the Black-Scholes option pricing model (Black-Scholes) under various probability weighted scenarios, using Level 3 inputs. The following tables summarize our liabilities measured at fair value on a recurring basis as of December 31, 2015 and September 30, 2016: Level 1 Level 3 Quoted prices in Level 2 Significant Balance at active markets for Significant other unobservable (In thousands) December 31, 2015 identical assets observable inputs inputs Liabilities: Fair value liability for price adjustable warrants $ 2,491 $ - $ - $ 2,491 Fair value liability for shares to be issued 60 60 - - Total liabilities at fair value $ 2,551 $ 60 $ - $ 2,491 Level 1 Level 3 Quoted prices in Level 2 Significant Balance at active markets for Significant other unobservable (In thousands) September 30, 2016 identical assets observable inputs inputs Liabilities: Fair value liability for price adjustable warrants $ 109 $ - $ - $ 109 Total liabilities at fair value $ 109 $ - $ - $ 109 The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the nine-month period ended September 30, 2016, including the impact of the modifications to the Prior Warrants made in conjunction with the Purchase Agreement: Fair value liability for price Weighted average as of each measurement date adjustable warrants Exercise Stock Contractual life Risk free (in thousands) Price Price Volatility (in years) rate Balance at December 31, 2015 $ 2,491 $ 0.42 $ 0.27 99 % 1.79 0.46 % Fair value of derivative warrant liability reclassified to additional paid-in capital (86 ) Change in fair value included in Statement of Operations (2,296 ) Balance at September 30, 2016 $ 109 $ 0.43 $ 0.18 90 % 1.73 0.02 % Net Income (Loss) per Common Share Three Months Ended September 30, Nine Months Ended September 30, 2015 2016 2015 2016 Stock options outstanding 1,316,106 1,548,106 1,316,106 1,548,106 Warrants 1,236,946 3,416,104 1,236.946 3,416,104 Convertible preferred stock 10,150,000 7,550,000 10,150,000 7,550,000 Total 12,703,052 12,514,210 12,703,052 12,514,210 The following is a reconciliation of basic and diluted net income (loss) per share: Three Months Ended September 30, Nine Months Ended September 30, (In thousands except per share amounts) 2015 2016 2015 2016 Net income (loss) numerator basic $ 769 $ (38 ) $ 2,087 $ 386 Change in fair value liability for price adjustable warrants (2,485 ) (82 ) (6,128 ) (685 ) Net loss excluding change in fair value liability for price adjustable warrants $ (1,716 ) $ (120 ) $ (4,041 ) $ (299 ) Weighted average common shares outstanding denominator basic 26,462 29,760 26,047 29,264 Effect of price adjustable warrants 4,477 (27,113 ) 7,437 (23,512 ) Weighted average dilutive common shares outstanding 30,939 2,647 33,484 5,752 Net income (loss) per common share basic $ 0.03 $ (0.00 ) $ 0.08 $ 0.01 Net income (loss) per common share diluted $ (0.06 ) $ (0.05 ) $ (0.12 ) $ (0.05 ) Impairment of long-lived assets ● For finite-lived intangible assets, such as developed technology rights, and for other long-lived assets, such as property and equipment, we compare the undiscounted amount of the projected cash flows associated with the asset, or asset group, to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over fair value. In addition, in all cases of an impairment review, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate; and ● For indefinite-lived intangible assets, such as IPR&D assets, each year and whenever impairment indicators are present, we determine the fair value of the asset and record an impairment loss for the excess of book value over fair value, if any. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders’ Equity | Note 2 Stockholders Equity Preferred Stock In August 2015, we entered into a Securities Purchase Agreement with certain investors pursuant to which we sold 220 shares of Series D Preferred, and warrants to purchase up to 3.44 million shares of our common stock at an initial exercise price of $0.40 per share before August 2021, for an aggregate purchase price of $1.1 million. We incurred $0.01 million of stock issuance costs in conjunction with the Series D Preferred, which were netted against the proceeds. The warrants issued in connection with Series D Preferred contain an exercise price protection provision whereby the exercise price per share to purchase common stock covered by these warrants is subject to reduction in the event of certain dilutive stock issuances at any time within two years of the issuance date, but not to be reduced below $0.28 per share. Any such adjustment will not result in the issuance of any additional shares of our common stock. Each share of Series D Preferred has a stated value of $5,000 per share and is convertible into shares of common stock at a conversion price of $0.40 per share. The Series D Preferred is initially convertible into an aggregate of 2,750,000 shares of our common stock, subject to certain limitations and adjustments, has a 5% stated dividend rate, is not redeemable and has voting rights on an as-converted basis. To account for the issuance of the Series D Preferred and warrants, we first assessed the terms of the warrants and determined that, due to the exercise price protection provision, they should be recorded as derivative liabilities. We determined the fair value of the warrants on the issuance date and recorded a liability and a discount of $0.6 million on the Series D Preferred resulting from the allocation of proceeds to the warrants. We then determined the effective conversion price of the Series D Preferred which resulted in a beneficial conversion feature of $0.7 million. The beneficial conversion feature was recorded as both a debit and a credit to additional paid-in capital and as a deemed dividend on the Series D Preferred in determining net income applicable to common stock holders in the consolidated statements of operations. Each share of Series C Preferred has a stated value of $5,000 per share and is convertible into shares of common stock at a conversion price of $0.75 per share. In June 2015, an investor converted 90 shares of Series C Preferred into 0.6 million shares of common stock. In November 2015, an investor converted an additional 90 shares of Series C Preferred into 0.6 million shares of common stock. Also in November 2015, an investor converted 50 shares of Series D Preferred into 0.6 million shares of common stock. In February 2016, an investor converted 110 shares of Series D Preferred into 1.4 million shares of common stock. Common Stock In February 2016, we issued 0.21 million shares with a value of $0.06 million to Novosom as the equity component owed under our December 2015 milestone payment from MiNA Therapeutics. In April 2016, we issued 0.47 million shares with a value of $0.075 million to Novosom as the equity component owed under a March 2016 license agreement covering certain of our platforms for the delivery of an undisclosed genome editing technology. In July 2016, we pledged to issue common stock valued at $0.015 million to Novosom for the portion due under our July 2010 Asset Purchase Agreement with Novosom, related to our license agreement with an undisclosed licensee that grants such licensee rights to use our technology and intellectual property to develop and commercialize products combining certain molecules with our liposomal delivery technology known as NOV582. As of September 30, 2016, the pledge was issued as a dollar denominated liability and was not influenced by changes in stock price. This obligation is included in Fair Value of Stock to be Issued to Settle Liabilities at September 30, 2016. In November 2016, we issued 0.12 million shares with a value of $0.015 million to Novosom as the equity component owed under our July 2016 license agreement In November 2016, we issued 1,500,000 shares of common stock to Novosom in connection with a letter agreement that we entered into with Novosom on November 15, 2016 relating to that certain Asset Purchase Agreement dated as of July 27, 2010 between and among our company, Novosom and Steffen Panzner, Ph.D. Warrants In connection with the Merger, and pursuant to the terms and conditions of the Merger Agreement, we assumed warrants to purchase up to 300,000 shares of Ithena common stock, which warrants were converted into warrants representing the right to purchase up to 3,153,211 shares of our common stock. The number of shares underlying the assumed warrants and the exercise price thereof was adjusted by the exchange ratio used in the Merger (10.510708), with any fractional shares rounded down to the next lowest number of whole shares. As of September 30, 2016, there were 24,466,783 warrants outstanding, with a weighted average exercise price of $0.47 per share, and annual expirations as follows: Expiring in 2016 - Expiring in 2017 2,630,545 Expiring in 2018 113,831 Expiring thereafter 21,722,407 |
Stock Incentive Plans
Stock Incentive Plans | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plans | Note 3 Stock Incentive Plans Stock-based Compensation Three months ended September 30, Nine months ended September 30, (In thousands) 2015 2016 2015 2016 Research and development $ 5 $ 2 $ 36 $ 15 General and administrative 111 364 376 518 Total $ 116 $ 366 $ 412 $ 533 Stock Options Options Outstanding 2016 Shares Weighted Average Exercise Price Outstanding, January 1 1,316,106 $ 4.66 Options Issued 232,000 $ 0.26 Outstanding, September 30 1,548,106 $ 4.00 Exercisable, September 30 1,432,106 $ 4.31 The following table summarizes additional information on our stock options outstanding at September 30, 2016: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted- Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $0.26 - 0.82 484,000 3.73 $ 0.46 368,000 $ 0.53 $1.07 - $2.20 1,021,500 1.68 1.07 1,021,500 1.07 $47.60 - $87.60 21,000 1.69 67.60 21,000 67.60 $127.60 - $207.60 21,500 1.69 158.30 21,500 158.30 526.40 106 0.35 526.40 106 526.40 Totals 1,548,106 2.32 $ 4.00 1,432,106 $ 4.31 Weighted-Average Exercisable Remaining Contractual Life (Years) 2.16 In January 2016, we issued options to purchase up to an aggregate of 0.152 million shares of our common stock to non-employee members of our board of directors at an exercise price of $0.26 per share as the annual grant to such directors for their service on our board of directors during 2016, and we issued options to purchase up to an aggregate of 0.08 million shares of our common stock to the members of our scientific advisory board at an exercise price of $0.26 per share as the annual grant to such persons for their service on our scientific advisory board during 2016. At September 30, 2016, we had $0.06 million of total unrecognized compensation expense related to unvested stock options. We expect to recognize this cost over a weighted average period of 0.25 years. At September 30, 2016, the intrinsic value of options outstanding or exercisable was zero as there were no options outstanding with an exercise price less than $0.13, the per share closing market price of our common stock at that date. Our Chief Executive Officer resigned from our company effective June 10, 2016, ceasing all work for our company at such time. On July 22, 2016, we entered into an agreement with our former CEO, pursuant to which we agreed (x) to pay $0.07 million of back wages at such time as funds become reasonably available, all of which wages have been accrued as of June 30, 2016, and (y) that all remaining unvested options to purchase shares of our common stock would vest immediately, with the exercise period of such options (as well as such options held by our former CEO that had already vested as of June 10, 2016) extended through the earlier of the options exercise period or December 31, 2017. We recognized the remaining compensation expense of $0.3 million associated with these unvested 321,250 options, including the incremental cost resulting from modification of such options grant to extend their exercise period, in the quarter ended September 30, 2016, upon the modification. In connection with and subject to the completion of the Merger, we granted to each of the current members of our Board of Directors options to purchase up to 35,000 shares of our common stock at an exercise price of $0.10 per share. The options will be exercisable for the five-year period beginning on the date of grant. |
Intellectual Property and Colla
Intellectual Property and Collaborative Agreements | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intellectual Property and Collaborative Agreements | Note 4 Intellectual Property and Collaborative Agreements In July 2010, we entered into an agreement pursuant to which we acquired intellectual property for Novosoms SMARTICLES-based liposomal delivery system. In February 2016, we issued Novosom 0.21 million shares of common stock valued at $0.06 million for amounts due and included in Fair Value of Stock to be Issued to Settle Liabilities at December 31, 2015. In March 2016, we entered into a license agreement covering certain of our platforms for the delivery of an undisclosed genome editing technology. Under the terms of the agreement, we received an upfront license fee of $0.25 million and could receive up to $40 million in success-based milestones. In April 2016, we issued Novosom 0.47 million shares of common stock valued at $0.075 million for amounts due under this agreement. In July 2016, we entered into a license agreement with an undisclosed licensee that grants such licensee rights to use our technology and intellectual property to develop and commercialize products combining certain molecules with our liposomal delivery technology known as NOV582. Under the terms of this agreement, the licensee agreed to pay to us an upfront license fee in the amount of $0.35 million (to be paid in installments through the end of 2017), along with milestone payments on a per-licensed-product basis and royalty payments in the low single digit percentages. As of September 30, 2016, we have received $0.05 million per the terms of this license agreement. In conjunction with this transaction, we pledged to issue common stock valued at $0.015 million to Novosom. This obligation is included in Fair Value of Stock to be Issued to Settle Liabilities at September 30, 2016. In November 2016, we issued 0.12 million shares with a value of $0.015 million to Novosom as the equity component owed under our July 2016 license agreement. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5 Commitments and Contingencies Contingencies |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 6 Subsequent Events All material subsequent events have been included within footnote 1 of the Condensed Consolidated Financial Statements. |
Business, Liquidity and Summa12
Business, Liquidity and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Preparation | Basis of Preparation |
Use of Estimates | Use of Estimates |
Reclassifications | Reclassifications |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We follow authoritative guidance with respect to fair value reporting issued by the Financial Accounting Standards Board (FASB) for financial assets and liabilities, which defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance does not apply to measurements related to share-based payments. The guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Our cash is subject to fair value measurement and value is determined by Level 1 inputs. We measure the liability for committed stock issuances with a fixed share number using Level 1 inputs. We measure the liability for price adjustable warrants and certain features embedded in notes using the Black-Scholes option pricing model (Black-Scholes) under various probability weighted scenarios, using Level 3 inputs. The following tables summarize our liabilities measured at fair value on a recurring basis as of December 31, 2015 and September 30, 2016: Level 1 Level 3 Quoted prices in Level 2 Significant Balance at active markets for Significant other unobservable (In thousands) December 31, 2015 identical assets observable inputs inputs Liabilities: Fair value liability for price adjustable warrants $ 2,491 $ - $ - $ 2,491 Fair value liability for shares to be issued 60 60 - - Total liabilities at fair value $ 2,551 $ 60 $ - $ 2,491 Level 1 Level 3 Quoted prices in Level 2 Significant Balance at active markets for Significant other unobservable (In thousands) September 30, 2016 identical assets observable inputs inputs Liabilities: Fair value liability for price adjustable warrants $ 109 $ - $ - $ 109 Total liabilities at fair value $ 109 $ - $ - $ 109 The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the nine-month period ended September 30, 2016, including the impact of the modifications to the Prior Warrants made in conjunction with the Purchase Agreement: Fair value liability for price Weighted average as of each measurement date adjustable warrants Exercise Stock Contractual life Risk free (in thousands) Price Price Volatility (in years) rate Balance at December 31, 2015 $ 2,491 $ 0.42 $ 0.27 99 % 1.79 0.46 % Fair value of derivative warrant liability reclassified to additional paid-in capital (86 ) Change in fair value included in Statement of Operations (2,296 ) Balance at September 30, 2016 $ 109 $ 0.43 $ 0.18 90 % 1.73 0.02 % |
Net Income (loss) Per Common Share | Net Income (Loss) per Common Share Three Months Ended September 30, Nine Months Ended September 30, 2015 2016 2015 2016 Stock options outstanding 1,316,106 1,548,106 1,316,106 1,548,106 Warrants 1,236,946 3,416,104 1,236.946 3,416,104 Convertible preferred stock 10,150,000 7,550,000 10,150,000 7,550,000 Total 12,703,052 12,514,210 12,703,052 12,514,210 The following is a reconciliation of basic and diluted net income (loss) per share: Three Months Ended September 30, Nine Months Ended September 30, (In thousands except per share amounts) 2015 2016 2015 2016 Net income (loss) numerator basic $ 769 $ (38 ) $ 2,087 $ 386 Change in fair value liability for price adjustable warrants (2,485 ) (82 ) (6,128 ) (685 ) Net loss excluding change in fair value liability for price adjustable warrants $ (1,716 ) $ (120 ) $ (4,041 ) $ (299 ) Weighted average common shares outstanding denominator basic 26,462 29,760 26,047 29,264 Effect of price adjustable warrants 4,477 (27,113 ) 7,437 (23,512 ) Weighted average dilutive common shares outstanding 30,939 2,647 33,484 5,752 Net income (loss) per common share basic $ 0.03 $ (0.00 ) $ 0.08 $ 0.01 Net income (loss) per common share diluted $ (0.06 ) $ (0.05 ) $ (0.12 ) $ (0.05 ) |
Impairment of Long-lived Assets | Impairment of long-lived assets ● For finite-lived intangible assets, such as developed technology rights, and for other long-lived assets, such as property and equipment, we compare the undiscounted amount of the projected cash flows associated with the asset, or asset group, to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over fair value. In addition, in all cases of an impairment review, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate; and ● For indefinite-lived intangible assets, such as IPR&D assets, each year and whenever impairment indicators are present, we determine the fair value of the asset and record an impairment loss for the excess of book value over fair value, if any. |
Business, Liquidity and Summa13
Business, Liquidity and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Liabilities Measured at Fair Value On a Recurring Basis | The following tables summarize our liabilities measured at fair value on a recurring basis as of December 31, 2015 and September 30, 2016: Level 1 Level 3 Quoted prices in Level 2 Significant Balance at active markets for Significant other unobservable (In thousands) December 31, 2015 identical assets observable inputs inputs Liabilities: Fair value liability for price adjustable warrants $ 2,491 $ - $ - $ 2,491 Fair value liability for shares to be issued 60 60 - - Total liabilities at fair value $ 2,551 $ 60 $ - $ 2,491 Level 1 Level 3 Quoted prices in Level 2 Significant Balance at active markets for Significant other unobservable (In thousands) September 30, 2016 identical assets observable inputs inputs Liabilities: Fair value liability for price adjustable warrants $ 109 $ - $ - $ 109 Total liabilities at fair value $ 109 $ - $ - $ 109 |
Schedule of Fair Value Liability of Price Adjustable Warrants Determined by Level 3 | The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the nine-month period ended September 30, 2016, including the impact of the modifications to the Prior Warrants made in conjunction with the Purchase Agreement: Fair value liability for price Weighted average as of each measurement date adjustable warrants Exercise Stock Contractual life Risk free (in thousands) Price Price Volatility (in years) rate Balance at December 31, 2015 $ 2,491 $ 0.42 $ 0.27 99 % 1.79 0.46 % Fair value of derivative warrant liability reclassified to additional paid-in capital (86 ) Change in fair value included in Statement of Operations (2,296 ) Balance at September 30, 2016 $ 109 $ 0.43 $ 0.18 90 % 1.73 0.02 % |
Schedule of Anti-dilutive Securities | . The following number of shares have been excluded from diluted net income (loss) since such inclusion would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2015 2016 2015 2016 Stock options outstanding 1,316,106 1,548,106 1,316,106 1,548,106 Warrants 1,236,946 3,416,104 1,236.946 3,416,104 Convertible preferred stock 10,150,000 7,550,000 10,150,000 7,550,000 Total 12,703,052 12,514,210 12,703,052 12,514,210 |
Schedule of Reconciliation of Basic and Diluted Net Income (loss) | The following is a reconciliation of basic and diluted net income (loss) per share: Three Months Ended September 30, Nine Months Ended September 30, (In thousands except per share amounts) 2015 2016 2015 2016 Net income (loss) numerator basic $ 769 $ (38 ) $ 2,087 $ 386 Change in fair value liability for price adjustable warrants (2,485 ) (82 ) (6,128 ) (685 ) Net loss excluding change in fair value liability for price adjustable warrants $ (1,716 ) $ (120 ) $ (4,041 ) $ (299 ) Weighted average common shares outstanding denominator basic 26,462 29,760 26,047 29,264 Effect of price adjustable warrants 4,477 (27,113 ) 7,437 (23,512 ) Weighted average dilutive common shares outstanding 30,939 2,647 33,484 5,752 Net income (loss) per common share basic $ 0.03 $ (0.00 ) $ 0.08 $ 0.01 Net income (loss) per common share diluted $ (0.06 ) $ (0.05 ) $ (0.12 ) $ (0.05 ) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Schedule of Warrant Activity | As of September 30, 2016, there were 24,466,783 warrants outstanding, with a weighted average exercise price of $0.47 per share, and annual expirations as follows: Expiring in 2016 - Expiring in 2017 2,630,545 Expiring in 2018 113,831 Expiring thereafter 21,722,407 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock-based Compensation Expense | The following table summarizes stock-based compensation expense: Three months ended September 30, Nine months ended September 30, (In thousands) 2015 2016 2015 2016 Research and development $ 5 $ 2 $ 36 $ 15 General and administrative 111 364 376 518 Total $ 116 $ 366 $ 412 $ 533 |
Schedule of Stock Option Activity | Stock Options Options Outstanding 2016 Shares Weighted Average Exercise Price Outstanding, January 1 1,316,106 $ 4.66 Options Issued 232,000 $ 0.26 Outstanding, September 30 1,548,106 $ 4.00 Exercisable, September 30 1,432,106 $ 4.31 |
Schedule of Summary of Additional Information On Stock Options Outstanding | The following table summarizes additional information on our stock options outstanding at September 30, 2016: Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted- Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $0.26 - 0.82 484,000 3.73 $ 0.46 368,000 $ 0.53 $1.07 - $2.20 1,021,500 1.68 1.07 1,021,500 1.07 $47.60 - $87.60 21,000 1.69 67.60 21,000 67.60 $127.60 - $207.60 21,500 1.69 158.30 21,500 158.30 526.40 106 0.35 526.40 106 526.40 Totals 1,548,106 2.32 $ 4.00 1,432,106 $ 4.31 Weighted-Average Exercisable Remaining Contractual Life (Years) 2.16 |
Business, Liquidity and Summa16
Business, Liquidity and Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands | Jul. 31, 2016 | Jun. 20, 2016 | Apr. 30, 2016 | Mar. 31, 2016 | Feb. 29, 2016 | May 05, 2015 | Jul. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Jun. 30, 2008 |
Issuance of common stock, shares | 470,000 | 210,000 | |||||||||||
Issuance of common stock | $ 15 | $ 75 | $ 60 | $ 2 | |||||||||
Line of credit | $ 540 | 540 | |||||||||||
License fee | $ 350 | 250 | |||||||||||
License and success-based milestones | $ 40,000 | 50 | $ 80 | $ 300 | $ 480 | ||||||||
Prior warrant percent | 20.00% | ||||||||||||
Accumulated deficit | 334,065 | $ 334,065 | $ 334,451 | ||||||||||
Working capital | 2,800 | ||||||||||||
Cash | 100 | 100 | |||||||||||
License Agreement [Member] | |||||||||||||
Issuance of common stock | 15 | ||||||||||||
License fee | $ 250 | ||||||||||||
License and success-based milestones | $ 40,000 | ||||||||||||
Accounts receivable | $ 50 | $ 50 | |||||||||||
License Agreement [Member] | November 2016 [Member] | |||||||||||||
License fee | $ 350 | ||||||||||||
Asset Purchase Agreement [Member] | |||||||||||||
Revenue milestone payment | $ 2,000 | ||||||||||||
Asset Purchase Agreement [Member] | November 2016 [Member] | |||||||||||||
Issuance of common stock, shares | 1,500,000 | ||||||||||||
Note Purchase Agreement [Member] | |||||||||||||
Ownership percentage of issued and outstanding shares | 25.00% | ||||||||||||
Debt principal amount | $ 300 | ||||||||||||
Debt interest rate | 12.00% | ||||||||||||
Payments for cash outstanding | $ 250 | ||||||||||||
Accrued interest expense | $ 7 | ||||||||||||
Prior warrant percent | 80.00% | ||||||||||||
IthenaPharma Inc [Member] | |||||||||||||
Issuance of common stock, shares | 58,392,828 | ||||||||||||
Ownership percentage of issued and outstanding shares | 65.00% | ||||||||||||
Warrants to purchase shares | 300,000 | 300,000 | |||||||||||
Maximum percentage of subsequent to the merger | 50.00% | 50.00% | |||||||||||
IthenaPharma Inc [Member] | Vuong Trieu [Member] | |||||||||||||
Line of credit | $ 540 | $ 540 | |||||||||||
Line of credit current borrowing capacity | $ 15 | $ 15 | |||||||||||
RNA Therapeutics [Member] | |||||||||||||
Accumulated deficit | $ 1,083 |
Business, Liquidity and Summa17
Business, Liquidity and Summary of Significant Accounting Policies - Schedule Of Liabilities Measured At Fair Value On A Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair value liability for price adjustable warrants | $ 109 | $ 2,491 |
Fair value liability for shares to be issued | 15 | 60 |
Total liabilities at fair value | 109 | 2,551 |
Level 1 Quoted Prices in Active Markets for Identical Assets[Member] | ||
Fair value liability for price adjustable warrants | ||
Fair value liability for shares to be issued | 60 | |
Total liabilities at fair value | 60 | |
Level 2 Significant Other Observable Inputs[Member] | ||
Fair value liability for price adjustable warrants | ||
Fair value liability for shares to be issued | ||
Total liabilities at fair value | ||
Level 3 Significant Unobservable Inputs [Member] | ||
Fair value liability for price adjustable warrants | 109 | 2,491 |
Fair value liability for shares to be issued | ||
Total liabilities at fair value | $ 109 | $ 2,491 |
Business, Liquidity and Summa18
Business, Liquidity and Summary of Significant Accounting Policies - Schedule Of Fair Value Liability Of Price Adjustable Warrants Determined By Level 3 (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Balance | $ 2,551 | |||
Fair value of derivative warrant liability reclassified to additional paid-in capital | (86) | |||
Change in fair value liability for price adjustable warrants | $ 510 | $ 2,485 | 2,296 | $ 6,128 |
Balance | $ 109 | $ 109 | ||
Weighted average, exercise price | $ 0.42 | |||
Weighted average, exercise price | $ 0.43 | 0.43 | ||
Weighted average, stock price | 0.27 | |||
Weighted average, stock price | $ 0.18 | $ 0.18 | ||
Weighted average, volatility | 99.00% | |||
Weighted average, volatility | 90.00% | |||
Weighted average, contractual life (in years) | 1 year 9 months 15 days | |||
Weighted average, contractual life (in years) | 1 year 8 months 23 days | |||
Weighted average, risk free rate | 0.46% | |||
Weighted average, risk free rate | 0.02% |
Business, Liquidity and Summa19
Business, Liquidity and Summary of Significant Accounting Policies - Schedule Of Anti-Dilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Anti-dilutive securities | 12,514,210 | 12,703,052 | 12,514,210 | 12,703,052 |
Convertible Preferred Stock[Member] | ||||
Anti-dilutive securities | 7,550,000 | 10,150,000 | 7,550,000 | 10,150,000 |
Warrant[Member] | ||||
Anti-dilutive securities | 3,416,104 | 1,236,946 | 3,416,104 | 1,236.946 |
Stock Option [Member] | ||||
Anti-dilutive securities | 1,548,106 | 1,316,106 | 1,548,106 | 1,316,106 |
Business, Liquidity and Summa20
Business, Liquidity and Summary of Significant Accounting Policies - Schedule of Reconciliation of Basic and Diluted Net Income (Loss) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net income (loss) - numerator basic | $ (38) | $ 769 | $ 386 | $ 2,087 |
Change in fair value liability for price adjustable warrants | 510 | 2,485 | 2,296 | 6,128 |
Net loss excluding change in fair value liability for price adjustable warrants | $ (120) | $ (1,716) | $ (299) | $ (4,041) |
Weighted average common shares outstanding - denominator basic | 29,760 | 26,462 | 29,264 | 26,047 |
Effect of price adjustable warrants | (27,113) | 4,477 | (23,512) | 7,437 |
Weighted average dilutive common shares outstanding | 2,647 | 30,939 | 5,752 | 33,484 |
Net income (loss) per common share - basic | $ 0 | $ 0.03 | $ 0.01 | $ 0.08 |
Net income (loss) per common share - diluted | $ (0.05) | $ (0.06) | $ (0.05) | $ (0.12) |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jul. 31, 2016 | Apr. 30, 2016 | Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | Jun. 30, 2015 | Jul. 31, 2016 | Apr. 30, 2016 | Feb. 29, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Mar. 31, 2014 |
Preferred stock, shares issued | 100,000 | 100,000 | 100,000 | ||||||||||||
Issuance of common stock | $ 15 | $ 75 | $ 60 | $ 2 | |||||||||||
Issuance of common stock, shares | 470,000 | 210,000 | |||||||||||||
Common stock, par value | $ 0.006 | $ 0.006 | $ 0.006 | ||||||||||||
Change in fair value liability for price adjustable warrants | $ (510) | $ (2,485) | $ (2,296) | $ (6,128) | |||||||||||
Prior warrant percent | 20.00% | ||||||||||||||
Warrant[Member] | |||||||||||||||
Warrants to purchase, shares | 300,000 | 300,000 | |||||||||||||
Common stock exercise price, per share | $ 0.18 | $ 0.18 | |||||||||||||
Change in fair value liability for price adjustable warrants | $ 90 | ||||||||||||||
Prior warrant percent | 80.00% | ||||||||||||||
Percentage of no prior warrants | 20.00% | ||||||||||||||
Warrant exchange ratio description | Exchange ratio used in the Merger (10.510708), | ||||||||||||||
Number of warrants outstanding, shares | 24,466,783 | 24,466,783 | |||||||||||||
Weighted average exercise price | $ 0.47 | $ 0.47 | |||||||||||||
Warrant[Member] | Maximum [Member] | |||||||||||||||
Issuance of common stock, shares | 3,153,211 | ||||||||||||||
MiNA Therapeutics [Member] | |||||||||||||||
Number of shares issued for equity components | 470,000 | 210,000 | |||||||||||||
Number of value issued for equity components | $ 75 | $ 60 | |||||||||||||
License Agreement [Member] | |||||||||||||||
Issuance of common stock | $ 15 | ||||||||||||||
License Agreement [Member] | November 2016 [Member] | |||||||||||||||
Number of shares issued for equity components | 120,000 | 120,000 | |||||||||||||
Number of value issued for equity components | $ 15 | $ 15 | |||||||||||||
Asset Purchase Agreement [Member] | November 2016 [Member] | |||||||||||||||
Issuance of common stock, shares | 1,500,000 | ||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
Preferred stock designated, shares | 1,000 | 1,000 | |||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Preferred stock designated, shares | 90,000 | 90,000 | |||||||||||||
Series C Preferred Stock [Member] | |||||||||||||||
Preferred stock designated, shares | 1,200 | ||||||||||||||
Common stock, par value | $ 5,000 | ||||||||||||||
Common stock at a conversion price, per share | $ 0.75 | ||||||||||||||
Series C Preferred Stock [Member] | Investor [Member] | |||||||||||||||
Conversion of stock, shares converted | 90 | 90 | |||||||||||||
Issuance of common stock, shares | 600,000 | 600,000 | |||||||||||||
Series D Preferred Stock [Member] | |||||||||||||||
Preferred stock designated, shares | 220 | ||||||||||||||
Warrants to purchase, shares | 3,440,000 | ||||||||||||||
Common stock, par value | $ 5,000 | ||||||||||||||
Series D Preferred Stock [Member] | Investor [Member] | |||||||||||||||
Conversion of stock, shares converted | 50 | 110 | |||||||||||||
Issuance of common stock, shares | 600,000 | 1,400,000 | |||||||||||||
Series D Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Sale of stock, shares | 220 | ||||||||||||||
Warrants to purchase, shares | 3.44 | ||||||||||||||
Common stock exercise price, per share | $ 0.40 | ||||||||||||||
Payments to warrant purchase price | $ 1,100 | ||||||||||||||
Issuance of common stock | $ 10 | ||||||||||||||
Issuance of common stock, shares | 2,750,000 | ||||||||||||||
Warrant reduction per share | $ 0.28 | ||||||||||||||
Common stock, par value | 5,000 | ||||||||||||||
Common stock at a conversion price, per share | $ 0.40 | ||||||||||||||
Common stock stated dividend rate | 5.00% | ||||||||||||||
Change in fair value liability for price adjustable warrants | $ 600 | ||||||||||||||
Debt beneficial conversion feature | $ 700 |
Stockholders_ Equity - Schedule
Stockholders’ Equity - Schedule of Warrant Activity (Details) | 9 Months Ended |
Sep. 30, 2016shares | |
Stockholders Equity - Schedule Of Warrant Activity Details | |
Expiring in 2016 | |
Expiring in 2017 | 2,630,545 |
Expiring in 2018 | 113,831 |
Expiring thereafter | 21,722,407 |
Stock Incentive Plans (Details
Stock Incentive Plans (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Jul. 22, 2016 | Jan. 02, 2016 | Sep. 30, 2016 |
Options to purchase, shares | 152,000 | 80,000 | |
Options to purchase exercise price, per share | $ 0.26 | $ 0.26 | |
Stock option unrecognized compensation expense | $ 60 | ||
Stock option unrecognized compensation expense, shares | 321,250 | ||
Stock option weighted average period term | 3 months | ||
Stock option outstanding, intrinsic value | $ 0 | ||
Stock option exercisable, intrinsic value | $ 0 | ||
Stock option outstanding exercise price | $ 0.13 | ||
Compensation expenses | $ 300 | ||
Chief Executive Officer [Member] | |||
Wages compensation | $ 70 | ||
Board of Directors [Member] | |||
Options to purchase, shares | 35,000 | ||
Options to purchase exercise price, per share | $ 0.10 | ||
Stock option weighted average period term | 5 years |
Stock Incentive Plans - Schedul
Stock Incentive Plans - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Stock-based compensation | $ 366 | $ 116 | $ 533 | $ 412 |
Research and Development Expense [Member] | ||||
Stock-based compensation | 2 | 5 | 15 | 36 |
General and Administrative Expense [Member] | ||||
Stock-based compensation | $ 364 | $ 111 | $ 518 | $ 376 |
Stock Incentive Plans - Sched25
Stock Incentive Plans - Schedule of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Stock Incentive Plans - Schedule Of Stock Option Activity Details | |
Options Outstanding Beginning, Shares | shares | 1,316,106 |
Options Outstanding Issued, Shares | shares | 232,000 |
Options Outstanding Ending, Shares | shares | 1,548,106 |
Options Outstanding Exercisable, Shares | shares | 1,432,106 |
Options Outstanding Weighted Average Exercise Price, Beginning | $ / shares | $ 4.66 |
Options Outstanding Issued Weighted Average Exercise Price | $ / shares | 0.26 |
Options Outstanding Weighted Average Exercise Price, Ending | $ / shares | 4 |
Options Exercisable Weighted Average Exercise Price | $ / shares | $ 4.31 |
Stock Incentive Plans - Sched26
Stock Incentive Plans - Schedule of Summary of Additional Information On Stock Options Outstanding (Details) | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Number of Options Outstanding, Shares | shares | 1,548,106 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 2 years 3 months 26 days |
Options Outstanding Weighted Average Exercise Price | $ 4 |
Number of Option Exercisable, Shares | shares | 1,432,106 |
Options Exercisable Weighted Average Exercise Price | $ 4.31 |
Options Exercisable Weighted-average Remaining Contractual Life (years) | 2 years 1 month 28 days |
Range One [Member] | |
Range of Exercise Prices, Lower | $ 0.26 |
Range of Exercise Prices, Upper | $ 0.82 |
Number of Options Outstanding, Shares | shares | 484,000 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 3 years 8 months 23 days |
Options Outstanding Weighted Average Exercise Price | $ 0.46 |
Number of Option Exercisable, Shares | shares | 368,000 |
Options Exercisable Weighted Average Exercise Price | $ 0.53 |
Range Two [Member] | |
Range of Exercise Prices, Lower | 1.07 |
Range of Exercise Prices, Upper | $ 2.20 |
Number of Options Outstanding, Shares | shares | 1,021,500 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 1 year 8 months 5 days |
Options Outstanding Weighted Average Exercise Price | $ 1.07 |
Number of Option Exercisable, Shares | shares | 1,021,500 |
Options Exercisable Weighted Average Exercise Price | $ 1.07 |
Range Three [Member] | |
Range of Exercise Prices, Lower | 47.60 |
Range of Exercise Prices, Upper | $ 87.60 |
Number of Options Outstanding, Shares | shares | 21,000 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 1 year 8 months 9 days |
Options Outstanding Weighted Average Exercise Price | $ 67.60 |
Number of Option Exercisable, Shares | shares | 21,000 |
Options Exercisable Weighted Average Exercise Price | $ 67.60 |
Range Four [Member] | |
Range of Exercise Prices, Lower | 127.60 |
Range of Exercise Prices, Upper | $ 207.60 |
Number of Options Outstanding, Shares | shares | 21,500 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 1 year 8 months 9 days |
Options Outstanding Weighted Average Exercise Price | $ 158.30 |
Number of Option Exercisable, Shares | shares | 21,500 |
Options Exercisable Weighted Average Exercise Price | $ 158.30 |
Range Five [Member] | |
Range of Exercise Prices, Upper | $ 526.40 |
Number of Options Outstanding, Shares | shares | 106 |
Options Outstanding Weighted-average Remaining Contractual Life (years) | 4 months 6 days |
Options Outstanding Weighted Average Exercise Price | $ 526.40 |
Number of Option Exercisable, Shares | shares | 106 |
Options Exercisable Weighted Average Exercise Price | $ 526.40 |
Intellectual Property and Col27
Intellectual Property and Collaborative Agreements (Details Narrative) - USD ($) $ in Thousands | Jul. 31, 2016 | Apr. 30, 2016 | Mar. 31, 2016 | Feb. 29, 2016 | Jul. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Issuance of common stock, shares | 470,000 | 210,000 | |||||||
Issuance of common stock | $ 15 | $ 75 | $ 60 | $ 2 | |||||
License fee | $ 350 | 250 | |||||||
License and success-based milestones | $ 40,000 | $ 50 | $ 80 | 300 | $ 480 | ||||
License Agreement [Member] | |||||||||
Issuance of common stock | 15 | ||||||||
License fee | $ 250 | ||||||||
License and success-based milestones | $ 40,000 | ||||||||
Accounts receivable | $ 50 | $ 50 | |||||||
License Agreement [Member] | November 2016 [Member] | |||||||||
License fee | $ 350 | ||||||||
Number of shares issued for equity components | 120,000 | 120,000 | |||||||
Number of value issued for equity components | $ 15 | $ 15 |