Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2012 | Jul. 14, 2014 | Jun. 30, 2012 |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'Marina Biotech, Inc. | ' | ' |
Entity Central Index Key | '0000737207 | ' | ' |
Trading Symbol | 'mrna | ' | ' |
Entity Current Reporting Status | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 25,626,450 | ' |
Entity Public Float | ' | ' | $3.40 |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-12 | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Fiscal Year Focus | '2012 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash | $216 | $976 |
Restricted cash | 380 | 1,011 |
Accounts receivable | 7 | ' |
Prepaid expenses and other current assets | 129 | 589 |
Total current assets | 732 | 2,576 |
Property and equipment, net | ' | 2,429 |
Intangible assets | 6,700 | 6,700 |
Other assets | 21 | 45 |
Total assets | 7,453 | 11,750 |
Current liabilities: | ' | ' |
Accounts payable | 1,606 | 2,536 |
Accrued payroll and employee benefits | 755 | 376 |
Accrued interest | 73 | ' |
Other accrued liabilities | 1,236 | 879 |
Accrued restructuring | 392 | ' |
Notes payable | 1,440 | ' |
Other debt | 10 | ' |
Deferred revenue | 115 | 848 |
Total current liabilities | 5,627 | 4,639 |
Deferred rent and other liabilities | ' | 1,243 |
Fair value liability for price adjustable subscription investment units | ' | 4 |
Fair value liability for price adjustable warrants | 4,169 | 3,481 |
Fair value of stock to be issued to settle liabilities | 901 | ' |
Deferred tax liabilities | 2,384 | 2,345 |
Total liabilities | 13,081 | 11,712 |
Commitments and contingencies | ' | ' |
Stockholders' equity (deficit): | ' | ' |
Preferred stock, $.01 par value; 100,000 shares authorized: no shares issued and outstanding | ' | ' |
Common stock and additional paid-in capital, $0.006 par value; 180,000,000 shares authorized, 10,438,912 and 16,937,661 shares issued and outstanding as of December 31, 2011 and 2012, respectively | 324,112 | 320,232 |
Accumulated deficit | -329,740 | -320,194 |
Total stockholders' equity (deficit) | -5,628 | 38 |
Total liabilities and stockholders' equity (deficit) | $7,453 | $11,750 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 16,937,661 | 10,438,912 |
Common stock, shares outstanding | 16,937,661 | 10,438,912 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 |
Income Statement [Abstract] | ' | ' |
License and other revenue | $4,217 | $2,236 |
Operating expenses: | ' | ' |
Research and development | 5,169 | 11,438 |
Selling, general and administrative | 5,250 | 8,369 |
Loss on impairment of intangible assets | ' | 16,034 |
Restructuring | 1,681 | 1,390 |
Total operating expenses | 12,100 | 37,231 |
Loss from operations | -7,883 | -34,995 |
Other income (expense): | ' | ' |
Interest and other expense | -1,716 | ' |
Change in fair value liability for price adjustable warrants and subscription investment units | 1,746 | 6,714 |
Gain on settled liabilities | 137 | ' |
Change in fair value of stock reserved for issuance to settle liabilities | -297 | ' |
Change in fair value of embedded features in notes and amendments to notes | 708 | ' |
Non-cash financing costs | -477 | ' |
Loss on debt extinguishment | -1,725 | ' |
Total other income (expense), net | -1,624 | 6,714 |
Net loss before income tax expense | -9,507 | -28,281 |
Income tax expense | 39 | 1,143 |
Net loss | ($9,546) | ($29,424) |
Net loss per common share - basic and diluted (in dollars per share) | ($0.71) | ($4.65) |
Shares used in computing net loss per share - basic and diluted (in shares) | 13,417,119 | 6,328,398 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Common stock and Additional Paid-in Capital | Accumulated Deficit | Total |
In Thousands, except Share data, unless otherwise specified | |||
Balance at Dec. 31, 2010 | $307,939 | ($290,770) | $17,169 |
Balance (in shares) at Dec. 31, 2010 | 2,780,075 | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' |
Proceeds from the issuance of common shares and warrants, net | 6,227 | ' | 6,227 |
Proceeds from the issuance of common shares and warrants, net (in shares) | 4,414,251 | ' | ' |
Shares issued in connection with amendment of license agreement | 80 | ' | 80 |
Shares issued in connection with amendment of license agreement (in shares) | 11,377 | ' | ' |
Shares issued in connection with termination of lease | 1,482 | ' | 1,482 |
Shares issued in connection with termination of lease (in shares) | 780,000 | ' | ' |
Proceeds from the exercise of subscription investment units and warrants | 2,630 | ' | 2,630 |
Proceeds from the exercise of subscription investment units and warrants (in shares) | 2,446,705 | ' | ' |
Reclassification of fair value of price adjustable subscription investment units from liability to equity upon exercise | 302 | ' | 302 |
Reclassification of fair value of price adjustable warrants from liability to equity upon elimination of price adjustment feature | 620 | ' | 620 |
Proceeds from employee stock purchase plan purchases | 25 | ' | 25 |
Proceeds from employee stock purchase plan purchases (in shares) | 6,504 | ' | ' |
Compensation related to restricted stock, stock options and employee stock purchase plan, net of forfeitures | 927 | ' | 927 |
Net loss | ' | -29,424 | -29,424 |
Balance at Dec. 31, 2011 | 320,232 | -320,194 | 38 |
Balance (in shares) at Dec. 31, 2011 | 10,438,912 | ' | 10,438,912 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' |
Proceeds from the issuance of common shares and warrants, net | 1,112 | ' | 1,112 |
Proceeds from the issuance of common shares and warrants, net (in shares) | 1,600,002 | ' | ' |
Cash out fractional shares after split (in shares) | -104 | ' | ' |
Shares issued in connection with amendment of license agreement | 107 | ' | 107 |
Shares issued in connection with amendment of license agreement (in shares) | 340,906 | ' | ' |
Proceeds from employee stock purchase plan purchases | 7 | ' | 7 |
Proceeds from employee stock purchase plan purchases (in shares) | 3,908 | ' | ' |
Reclassification of fair value liability for price adjustable warrants exercised | 488 | ' | 488 |
Reclassification of fair value liability for price adjustable warrants exercised (in shares) | 403,252 | ' | ' |
Shares issued in connection with settlement of liabilities | 1,176 | ' | 1,176 |
Shares issued in connection with settlement of liabilities (in shares) | 3,795,785 | ' | ' |
Compensation related to restricted stock, stock options and employee stock purchase plan, net of forfeitures | 801 | ' | 801 |
Compensation related to restricted share issuances | 189 | ' | 189 |
Compensation related to restricted share issuances (in shares) | 355,000 | ' | ' |
Net loss | ' | -9,546 | -9,546 |
Balance at Dec. 31, 2012 | $324,112 | ($329,740) | ($5,628) |
Balance (in shares) at Dec. 31, 2012 | 16,937,661 | ' | 16,937,661 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 |
Operating activities: | ' | ' |
Net loss | ($9,546) | ($29,424) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Compensation related to stock options, restricted stock and employee stock purchase plan | 990 | 927 |
Depreciation and Amortization | 555 | 1,251 |
Non-cash loss on impairment of intangible assets | ' | 16,034 |
Deferred income tax expense | 39 | 1,143 |
Non-cash research and development expense | ' | 30 |
Accretion of restructuring liability | ' | 92 |
Loss on disposition of property and equipment | 1,443 | 18 |
Non-cash restructuring charges | 983 | 1,298 |
Non-cash loss on debt extinguishment | 1,725 | ' |
Non-cash gain on settlement of liabilities | -137 | ' |
Non-cash interest expense | 1,497 | ' |
Non-cash debt financing expense | 477 | ' |
Changes in fair market value of liabilities | ' | ' |
Price adjustable warrants and subscription units | -1,746 | -6,714 |
Stock reserved for issuance to settle liabilities | 297 | ' |
Debt features | -708 | ' |
Changes in assets and liabilities | ' | ' |
Accounts receivable | -7 | 59 |
Prepaid expenses and other assets | 484 | 238 |
Accounts payable | 490 | -673 |
Deferred rent | -1,243 | ' |
Deferred revenue | -733 | 814 |
Accrued and other liabilities | 357 | -842 |
Accrued restructuring | 392 | -368 |
Net cash used in operating activities | -4,391 | -16,117 |
Investing activities: | ' | ' |
Proceeds from the sale of fixed assets | 431 | ' |
Change in restricted cash | 631 | 6 |
Purchases of property and equipment | ' | -3 |
Net cash provided by investing activities | 1,062 | 3 |
Financing activities: | ' | ' |
Proceeds from sales of common shares, warrants and subscription investment units, net | 1,112 | 12,433 |
Proceeds from issuance of notes payable and warrants | 1,500 | ' |
Payments on notes payable | -60 | ' |
Insurance financing | 10 | ' |
Proceeds from exercise of warrants, subscription investment units, stock options and employee stock purchase plan purchases | 7 | 3,591 |
Net cash provided by financing activities | 2,569 | 16,024 |
Net decrease in cash | -760 | -90 |
Cash and cash equivalents - beginning of year | 976 | 1,066 |
Cash and cash equivalents - end of year | 216 | 976 |
Non-cash financing activities: | ' | ' |
Reclassification of fair value liability for price adjustable warrants and subscription investment units exercised | 488 | 922 |
Issuance of common stock to settle liabilities | 1,283 | 1,562 |
Supplemental disclosure: | ' | ' |
Cash paid for interest | $204 | ' |
Business_Liquidity_and_Summary
Business, Liquidity and Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||||||||||
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. (collectively “Marina”, “the company”, “us” or “we”), in conjunction with our wholly-owned and financially consolidated subsidiaries, Cequent Pharmaceuticals, Inc. (“Cequent”), MDRNA Research, Inc. (“MDRNA”), and Atossa Healthcare, Inc. (“Atossa”) is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies to treat orphan diseases. Since 2010, we have strategically acquired/in-licensed and further developed nucleic acid chemistry and delivery-related technologies to form an integrated drug discovery platform. We distinguish ourselves from others in the nucleic acid therapeutics area through this unique platform that enables the development of a 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, 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 is 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. | |||||||||||||||||||||||||
We plan to focus our efforts and resources on the discovery and development of our own pipeline of nucleic acid-based compounds in order to commercialize drug therapies to treat orphan diseases. Our lead effort is the clinical development of CEQ508 to treat FAP, a rare disease for which CEQ508 received FDA ODD in 2010. In the U.S., ODD entitles a company to seven years of marketing exclusivity for its drug upon regulatory approval. In addition, ODD permits a company to apply for: (1) grant funding from the U.S. government to defray costs of clinical trial expenses, (2) tax credits for clinical research expenses and (3) exemption from the FDA's prescription drug application fee. Currently, there is no approved therapeutic for the treatment of FAP. In April 2012, we announced the completion of dosing for Cohort 2 in the Dose Escalation Phase of the START-FAP (Safety and Tolerability of An RNAi Therapeutic in Familial Adenomatous Polyposis) Phase 1b/2a clinical trial. In addition, we expect to advance pre-clinical programs in DM1 and DMD through to human proof-of-concept. | |||||||||||||||||||||||||
Further, we will seek to establish collaborations and strategic partnerships with pharmaceutical and biotechnology companies to generate revenue through up-front, milestone and royalty payments related to our technology and/or the products that are developed using such technology. | |||||||||||||||||||||||||
We believe we have successfully created an unique and unparalleled industry-leading nucleic acid-based drug discovery platform, which is protected by a strong IP position and validated through: (1) licensing agreements with Mirna and ProNAi and their respective clinical experience with our SMARTICLES-based liposomal delivery technology; (2) a licensing agreement with Novartis for the CRN technology; (3) a licensing agreement with Tekmira for the UNA technology; (4) licensing agreements with three large international companies (i.e., Roche, Novartis and Monsanto) for certain chemistry and delivery technologies; and (5) our own FAP Phase 1b/2a clinical trial with the tkRNAi platform. | |||||||||||||||||||||||||
Reverse Split of Common Stock | |||||||||||||||||||||||||
On December 22, 2011, we effected a one-for-ten reverse split of our issued and outstanding shares of common stock. Our common stock commenced trading on the NASDAQ Global Market on a split-adjusted basis as of the opening of trading the following day. Any fraction of a share of common stock that resulted from the reverse split was converted into the right to receive cash payment for such fractional shares in an amount to be determined by multiplying the fractional amount of the share of common stock by the amount equal to the split ratio times the per share closing price of our common stock on the split date. The fractional share payments were immaterial. Following the reverse split, the total number of shares outstanding was proportionately reduced in accordance with the reverse split. Further, any outstanding options, warrants and rights as of the effective date that are subject to adjustment were adjusted accordingly. There was no change to the number of authorized shares of our common stock as a result of the reverse stock split. | |||||||||||||||||||||||||
Liquidity | |||||||||||||||||||||||||
The accompanying 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 December 31, 2012, we had an accumulated deficit of approximately $329.7 million, have incurred, and will in the future continue to incur, losses as we continue, to the extent that sufficient funding is available, our research and development (“R&D”) activities, and 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, revenue provided from our license agreements with other parties, and, to a lesser extent, equipment financing facilities and secured loans. In 2012, we funded operations with a combination of issuances of equity, issuances of debt, license-related revenues, sales of reagents and services, and sale of property and equipment. At December 31, 2012, we had a working capital deficit of $4.9 million and $0.2 million in unrestricted cash. Our minimized operating expenses consumed the majority of our cash resources during 2012 and enough additional funds were obtained through January 1, 2013 (See Note 6), plus a $6.0 million financing in March 2014, to run our minimized business operations. | |||||||||||||||||||||||||
In February 24, 2014, certain debt holders exchanged secured promissory notes in the aggregate principal and interest amount of $1.5 million for 2.0 million shares of our common stock. In addition, on March 7, 2014, we sold 1,200 shares of our Series C Convertible Preferred Stock and6.0million warrants to purchase one share of common stock for $0.75 per share, resulting in proceeds of $6.0 million. We believe that the proceeds of the March 2014 offering will enable us to fund our intended operations through May 2015. | |||||||||||||||||||||||||
At December 31, 2011 as a result of our limited financial resources we believed that there was substantial doubt about our ability to continue as a going concern and this doubt was also expressed by our independent registered public accounting firm in their audit opinions issued in connection with our consolidated balance sheets as of December 31, 2011 and our consolidated statements of operations, stockholders' deficit and cash flows for 2011. Since that time, we have raised significant funds and believe that we will be able to continue as a going concern at least through May 2015. | |||||||||||||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||||||||||||
Principles of Consolidation — We consolidate our financial statements with our wholly-owned subsidiaries, Cequent, MDRNA, and Atossa, and eliminate any inter-company balances and transactions. | |||||||||||||||||||||||||
Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Estimates having relatively higher significance include revenue recognition, R&D costs, stock-based compensation, valuation of warrants and subscription investment units, valuation and estimated lives of identifiable intangible assets, impairment of long-lived assets, valuation of features embedded within note agreements and amendments, estimated accrued restructuring charges and income taxes. Actual results could differ from those estimates. | |||||||||||||||||||||||||
Restricted Cash — Amounts pledged as collateral underlying letters of credit for lease deposits are classified as restricted cash. Changes in restricted cash have been presented as investing activities in the Consolidated Statements of Cash Flows. | |||||||||||||||||||||||||
Fair Value of Financial Instruments — We consider the fair value of cash, restricted cash, accounts receivable, accounts payable and accrued liabilities not to be materially different from their carrying value. These financial instruments have short-term maturities. 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 and restricted cash are subject to fair value measurement and are valued determined by Level 1 inputs. We measure and report at fair value our accrued restructuring liability using discounted estimated cash flows. 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, subscription investment units, and certain features embedded in notes, using the Black-Scholes-Merton valuation model, using Level 3 inputs. The following tables summarize our liabilities measured at fair value on a recurring basis as of December 31, 2011 and 2012: | |||||||||||||||||||||||||
Level 1 | Level 3 | ||||||||||||||||||||||||
Balance at | Quoted prices in | Level 2 | Significant | ||||||||||||||||||||||
December 31, | active markets for | Significant other | unobservable | ||||||||||||||||||||||
(In thousands) | 2011 | identical assets | observable inputs | inputs | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Fair value liability for price adjustable warrants | $ | 3,481 | $ | - | $ | - | $ | 3,481 | |||||||||||||||||
Fair value liability for price adjustable subscription investment units | 4 | - | - | 4 | |||||||||||||||||||||
Total liabilities at fair value | $ | 3,485 | $ | - | $ | - | $ | 3,485 | |||||||||||||||||
Balance at | |||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
2012 | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Fair value liability for price adjustable warrants | $ | 4,169 | $ | - | $ | - | $ | 4,169 | |||||||||||||||||
Fair value liability for shares to be issued | 901 | 901 | - | - | |||||||||||||||||||||
Total liabilities at fair value | $ | 5,070 | $ | 901 | $ | - | $ | 4,169 | |||||||||||||||||
The following presents activity in our accrued restructuring liability determined by Level 3 inputs for each of the years ended December 31, 2011 and 2012 (excludes stock to be issued, not carried in this liability account): | |||||||||||||||||||||||||
Facility Related | |||||||||||||||||||||||||
Charges | |||||||||||||||||||||||||
(In thousands) | 2011 | 2012 | |||||||||||||||||||||||
Balance, January 1 | $ | 460 | $ | - | |||||||||||||||||||||
Accruals | 1,298 | 860 | |||||||||||||||||||||||
Payments in cash and other decreases | (368 | ) | (468 | ) | |||||||||||||||||||||
Common stock issued to terminate lease | (1,482 | ) | - | ||||||||||||||||||||||
Accretion | 92 | - | |||||||||||||||||||||||
Balance, December 31 | $ | - | $ | 392 | |||||||||||||||||||||
The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the years ended December 31, 2011 and 2012: | |||||||||||||||||||||||||
Weighted average as of each measurement date | |||||||||||||||||||||||||
Fair value | |||||||||||||||||||||||||
liability for price | Contractual | ||||||||||||||||||||||||
adjustable warrants | Exercise | Stock | life | Risk free | |||||||||||||||||||||
(in thousands) | Price | Price | Volatility | (in years) | rate | ||||||||||||||||||||
Balance at January 1, 2011 | $ | 1,783 | $ | 14.3 | $ | 15.5 | 127 | % | 4.4 | 1.8 | % | ||||||||||||||
Reclassification to equity upon elimination of price adjustment feature | (620 | ) | 10.6 | 10.9 | 122 | % | 4.8 | 2.3 | % | ||||||||||||||||
Fair value of warrants issued | 7,855 | 3 | 2.3 | 116 | % | 6 | 2.1 | % | |||||||||||||||||
Change in fair value included in statement of operations | (5,537 | ) | - | - | - | - | - | ||||||||||||||||||
Balance at December 31, 2011 | $ | 3,481 | $ | 0.76 | $ | 0.89 | 124 | % | 5.4 | 0.9 | % | ||||||||||||||
Fair value of warrants issued in Notes and Warrants Purchase Agreement | $ | 1,647 | $ | 0.51 | $ | 0.49 | 128 | % | 5.5 | 0.81 | % | ||||||||||||||
Fair Value of warrants issued in Amendment 1 | 255 | 0.56 | 0.57 | 128 | % | 5.5 | 0.82 | % | |||||||||||||||||
Fair Value of warrants issued in Amendment 2 | 270 | 0.64 | 0.69 | 129 | % | 5.5 | 0.81 | % | |||||||||||||||||
Fair Value of warrants issued in Amendment 3 | 386 | 0.28 | 0.34 | 136 | % | 5.5 | 0.67 | % | |||||||||||||||||
Fair Value of warrants issued in Amendment 4 | 364 | 0.28 | 0.38 | 139 | % | 5.5 | 0.85 | % | |||||||||||||||||
Change in fair value included in statement of operations | (1,746 | ) | - | - | - | - | - | ||||||||||||||||||
Fair Value of Exercised Warrants | (488 | ) | 0.28 | 0.65 | 141 | % | 4.7 | 0.58 | % | ||||||||||||||||
Balance at December 31, 2012 | $ | 4,169 | $ | 0.28 | $ | 0.46 | 146 | % | 4.64 | 0.66 | % | ||||||||||||||
The following presents activity of the fair value liability of price adjustable subscription investment units determined by Level 3 inputs for the years ended December 31, 2011 and 2012: | |||||||||||||||||||||||||
Weighted average as of each measurement date | |||||||||||||||||||||||||
Fair value | |||||||||||||||||||||||||
liability for price | |||||||||||||||||||||||||
adjustable | |||||||||||||||||||||||||
subscription | Contractual | Risk | |||||||||||||||||||||||
investment units | Exercise | Stock | life | free | |||||||||||||||||||||
(in thousands) | Price | Price | Volatility | (in years) | rate | ||||||||||||||||||||
Balance at January1, 2011 | $ | 1,483 | $ | 13.3 | $ | 15.5 | 79 | % | 1.2 | 0.3 | % | ||||||||||||||
Reclassification to equity upon exercise | (302 | ) | 2.3 | 3.2 | 103 | % | 0.7 | 0.2 | % | ||||||||||||||||
Change in fair value included in statement of operations | (1,177 | ) | - | - | - | - | - | ||||||||||||||||||
Balance at December 31, 2011 | $ | 4 | $ | 0.89 | $ | 0.89 | 115 | % | 0.2 | - | |||||||||||||||
Expiration of unexercised units | (4 | ) | - | - | - | - | - | ||||||||||||||||||
Balance at December 31, 2012 | $ | - | $ | - | $ | - | - | - | - | ||||||||||||||||
Property and Equipment — Long-lived assets include property and equipment. These assets are recorded at our original cost and were increased by the cost of any significant improvements after purchase. Property and equipment assets were depreciated using the straight-line method over the estimated useful life of the individual assets, ranging from three to five years. Leasehold improvements were stated at cost and amortized using the straight-line method over the lesser of the estimated useful life or remaining lease term. Depreciation began when the asset is ready for its intended use. For tax purposes, accelerated depreciation methods are used as allowed by tax laws. | |||||||||||||||||||||||||
Impairment of Long Lived Assets — We review all of our long-lived assets for impairment indicators throughout the year and perform detailed testing whenever impairment indicators are present. In addition, we perform detailed impairment testing for indefinite-lived intangible assets at least annually at December 31. When necessary, we record charges for impairments. Specifically: | |||||||||||||||||||||||||
• | 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. | ||||||||||||||||||||||||
• | 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. | ||||||||||||||||||||||||
Accrued Restructuring — In both 2011 and 2012, we ceased operating leased facilities in Bothell, Washington and recorded an accrued liability for remaining lease termination costs at fair value, based on the remaining payments due under the lease and other costs, reduced by estimated sublease rental income that could be reasonably obtained from the property, and discounted using a credit-adjusted risk-free interest rate. We based our estimated future payments, net of estimated future sublease payments, on current rental rates available in the local real estate market, and our evaluation of the ability to sublease the facility | |||||||||||||||||||||||||
Concentration of Credit Risk and Significant Customers — We operate in an industry that is highly regulated, competitive and rapidly changing and involves numerous risks and uncertainties. Significant technological and/or regulatory changes, the emergence of competitive products and other factors could negatively impact our consolidated financial position or results of operations. | |||||||||||||||||||||||||
We have been dependent on our collaborative and license agreements with a limited number of third parties for a substantial portion of our revenue, and our discovery and development activities may be delayed or reduced if we do not maintain successful collaborative arrangements. We had revenue from collaborators, as a percentage of total revenue, as follows: | |||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2011 | 2012 | ||||||||||||||||||||||||
Monsanto | 9 | % | 37 | % | |||||||||||||||||||||
Novartis | 1 | % | 25 | % | |||||||||||||||||||||
Debiopharm S.A. | 21 | % | 14 | % | |||||||||||||||||||||
Tekmira | - | 7 | % | ||||||||||||||||||||||
ProNAI | - | 7 | % | ||||||||||||||||||||||
Mirna Therapeutics | 19 | % | 7 | % | |||||||||||||||||||||
Others | 5 | % | 3 | % | |||||||||||||||||||||
Roche | 45 | % | - | ||||||||||||||||||||||
Total | 100 | % | 100 | % | |||||||||||||||||||||
Revenue Recognition — Revenue is recognized when persuasive evidence that an arrangement exists, delivery has occurred, collectability is reasonably assured, and fees are fixed or determinable. Deferred revenue expected to be recognized within the next 12 months is classified as current. Substantially all of our revenues are generated from R&D collaborations and licensing arrangements that may involve multiple deliverables. For multiple-deliverable arrangements, judgment is required to evaluate, (a) whether an arrangement involving multiple deliverables contains more than one unit of accounting, and (b) how the arrangement consideration should be measured and allocated to the separate units of accounting in the arrangement. Our R&D arrangements may include upfront non-refundable payments, development milestone payments, R&D funding, patent-based or product sale royalties, and commercial sales. In addition, we may receive revenues from licensing arrangements. For each separate unit of accounting, we have determined that the delivered item has value to the other party on a stand-alone basis, we have objective and reliable evidence of fair value using available internal evidence for the undelivered item(s) and our arrangements generally do not contain a general right of return relative to the delivered item. | |||||||||||||||||||||||||
Revenue from R&D arrangements is recorded when earned based on the specific terms of the contracts. Upfront non-refundable payments, where we are not providing any continuing services as in the case of a license to our IP, are recognized when the license becomes available to the other party. Upfront nonrefundable payments, where we are providing continuing services related to an R&D effort, are deferred and recognized as revenue over the period the arrangement is in effect. The ability to estimate the total R&D effort and costs can vary significantly for each contract due to the inherent complexities and uncertainties of pharmaceutical R&D. The estimated period of time over which we recognize certain revenues is based upon structured detailed project plans completed by our project managers, who meet regularly with scientists and counterparts from the other party and schedule the key project activities and resources including headcount, facilities and equipment and budgets. These periods generally end on projected milestone dates typically associated with the stages of drug development, e.g. filing of an Investigational New Drug Application (“IND”), initiation of a Phase 1 human clinical trial or filing of a New Drug Application (“NDA”). We typically do not disclose the specific project planning details of an R&D arrangement for competitive reasons and due to confidentiality clauses in our contracts. As drug candidates and drug compounds move through the R&D process, it is necessary to revise these estimates to consider changes to the project plan, portions of which may be outside of our control. The impact on revenue of changes in our estimates and the timing thereof is recognized prospectively over the remaining estimated R&D period. | |||||||||||||||||||||||||
Milestone payments typically represent nonrefundable payments to be received in conjunction with the uncertain achievement of a specific event identified in the contract, such as initiation or completion of specified development activities or specific regulatory actions such as the filing of an IND. We believe a milestone payment represents the culmination of a distinct earnings process when it is not associated with ongoing research, development or other performance on our part and it is substantive in nature. We recognize such milestone payments as revenue when it becomes due and collection is reasonably assured. | |||||||||||||||||||||||||
Revenue from R&D funding is generally received for services performed under R&D arrangements and is recognized as services are performed. Payments received in excess of amounts earned are recorded as deferred revenue. Reimbursements received for direct out-of-pocket expenses related to contract R&D costs are recorded as revenue in the consolidated statements of operations rather than as a reduction in expenses. | |||||||||||||||||||||||||
Royalty and earn-out payment revenues are generally recognized upon commercial product sales by the licensee as reported by the licensee. | |||||||||||||||||||||||||
R&D Costs — All R&D costs are charged to operations as incurred. R&D expenses consist of costs incurred for internal and external R&D and include direct and research-related overhead expenses. We recognize clinical trial expenses, which are included in R&D expenses, based on a variety of factors, including actual and estimated labor hours, clinical site initiation activities, patient enrollment rates, estimates of external costs and other activity-based factors. We believe that this method best approximates the efforts expended on a clinical trial with the expenses recorded. We adjust our rate of clinical expense recognition if actual results differ from our estimates. As clinical trial activities continue, it is necessary to revise these estimates to consider changes such as changes in the clinical development plan, regulatory requirements, or various other factors, many of which may be outside of our control. The impact of changes in our estimates of clinical trial expenses and the timing thereof, is recognized prospectively over the remaining estimated clinical trial period. The ability to estimate total clinical trial costs can vary significantly due to the inherent complexities and uncertainties of drug development. | |||||||||||||||||||||||||
Stock-based Compensation — We use the Black-Scholes-Merton option pricing model (“Black-Scholes”) as our method of valuation for stock-based awards. Stock-based compensation expense is based on the value of the portion of the stock-based award that will vest during the period, adjusted for expected forfeitures. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual or updated results differ from our current estimates, such amounts will be recorded in the period the estimates are revised. The Black-Scholes model requires the input of highly subjective assumptions, and other reasonable assumptions could provide differing results. Our determination of the fair value of stock-based awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected life of the award and expected stock price volatility over the term of the award. Stock-based compensation expense is recognized on a straight-line basis over the applicable vesting periods based on the fair value of such stock-based awards on the grant date. Forfeiture rates are estimated based on historical rates and compensation expense is adjusted for general forfeiture rates in each period. | |||||||||||||||||||||||||
Non-employee option grants are recorded as expense over the vesting period of the underlying stock options. At the end of each financial reporting period prior to vesting, the value of these stock options, as calculated using Black-Scholes, is re-measured using the fair value of our common stock and the stock-based compensation recognized during the period is adjusted accordingly. | |||||||||||||||||||||||||
Stock compensation expense for restricted stock awards is recognized on a straight-line basis over the applicable vesting periods based on the fair value of the restricted stock on the grant date. | |||||||||||||||||||||||||
Net Loss per Common Share — Basic and diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share excludes the effect of common stock equivalents (stock options, unvested restricted stock, warrants and subscription investment units, convertible debt related shares) since such inclusion in the computation would be anti-dilutive. The following numbers of shares have been excluded: | |||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2011 | 2012 | ||||||||||||||||||||||||
Stock options outstanding | 578,257 | 284,829 | |||||||||||||||||||||||
Warrants | 6,261,978 | 11,916,801 | |||||||||||||||||||||||
Subscription investment units | 25,000 | - | |||||||||||||||||||||||
Shares issuable on optional debt conversion | - | 10,284,323 | |||||||||||||||||||||||
Total | 6,865,235 | 22,485,953 | |||||||||||||||||||||||
Operating leases — Through October 2012, we occupied our facilities under operating leases. Our lease agreements variously contained tenant improvement allowances, rent holidays, lease premiums, and lease escalation clauses. For purposes of amortization, terms start from the date of initial possession, which is generally when we occupy the facility and begin to make improvements in preparation for intended use. For tenant improvement allowances and rent holidays, we record a deferred rent liability and amortize the deferred rent over the terms as reductions to rent expense. For scheduled rent escalation clauses over the course of the lease term or for rental payments commencing at a date other than the date of initial right to occupy, we record rental expense on a straight-line basis over the lease term. | |||||||||||||||||||||||||
Notes Payable — Notes payable are recorded under liabilities, classified into short and long term, depending on the principal due in the subsequent twelve months. Interest is either accrued or paid according to the terms of the notes. Costs associated with the issuance of debt, such as legal fees, are recorded as prepaid expenses and are amortized on a straight-line basis over the period to maturity of the debt. | |||||||||||||||||||||||||
Note amendments and changes must be analyzed for correct accounting application based on our financial condition and the changes in the debt instrument features and terms. For each amendment, a series of analyses is performed to determine whether the debt was a troubled debt restructuring (“TDR”), as defined by conditions of default, our financial state and ability to repay loan, and whether the lender made a concession. A creditor is deemed to have granted a concession if the debtor’s effective borrowing rate on the restructured debt is less than the effective borrowing rate of the old debt immediately before the restructuring. If an amendment is determined to be a TDR, the Company compares the carrying value of the debt at the time of the restructuring to the total future cash payments of the new terms and a new effective interest rate is determined and the fair value of equity instruments issued is immediately charged to expense. If an amendment is not a TDR, then the Company performs a further analysis to determine if the amended terms are “substantially different” from the existing debt facility. The debt is considered extinguished if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. The new debt instrument is initially recorded at fair value, and that amount is used to determine the debt extinguishment gain or loss recognized and the effective rate of the new instrument. If it is determined that the original and new debt instruments are not substantially different, then a new effective interest rate is determined based on the carrying amount of the original debt instrument resulting from the modification, and the revised cash flows. If the exchange or modification is to be accounted for in the same manner as a debt extinguishment and the new debt instrument is initially recorded at fair value, then the fees paid including the fair value of warrants issued are included in the debt extinguishment gain or loss. If the exchange or modification is not to be accounted for in the same manner as a debt extinguishment, then the fees paid including the fair value of warrants issued are amortized as an adjustment of interest expense over the remaining term of the replacement or modified debt instrument using the interest method. | |||||||||||||||||||||||||
Income Taxes — Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or pledged. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Tax benefits in excess of stock-based compensation expense recorded for financial reporting purposes relating to stock-based awards will be credited to additional paid-in capital in the period the related tax deductions are realized. Our policy for recording interest and penalties associated with audits is to record such items as a component of loss before taxes. | |||||||||||||||||||||||||
We assess the likelihood that our deferred tax assets will be recovered from existing deferred tax liabilities or future taxable income. Factors we considered in making such an assessment include, but are not limited to, estimated utilization limitations of operating loss and tax credit carry-forwards, expected reversals of deferred tax liabilities, past performance, including our history of operating results, our recent history of generating tax losses, our history of recovering net operating loss carry-forwards for tax purposes and our expectation of future taxable income. We recognize a valuation allowance to reduce such deferred tax assets to amounts that are more likely than not to be ultimately realized. To the extent that we establish a valuation allowance or change this allowance, we would recognize a tax provision or benefit in the consolidated statements of operations. We use our judgment to determine estimates associated with the calculation of our provision or benefit for income taxes, and in our evaluation of the need for a valuation allowance recorded against our net deferred tax assets. |
Loss_on_impairment_of_intangib
Loss on impairment of intangible assets | 12 Months Ended |
Dec. 31, 2012 | |
Business Combinations [Abstract] | ' |
Loss on impairment of intangible assets | ' |
Note 2 — Loss on impairment of intangible assets | |
In July 2010, we acquired Cequent, a company engaged in development of novel products to deliver RNAi-based therapeutics. A substantial portion of the assets acquired were allocated to identifiable intangible assets related to IPR&D projects identified by management. Our management estimated acquisition-date fair values of these intangible assets based on a number of factors. Utilizing the income approach, a discounted cash flow model using forecasted operating results related to the identified intangible assets, fair value was determined to be $19.3 million for FAP and $3.4 million for tkRNAi, for a total of $22.7 million. | |
Loss on impairment of intangible assets — Accounting guidance requires that the fair value of IPR&D acquired in a business combination be recorded on the balance sheet regardless of the likelihood of success as of the acquisition date. Intangible assets related to IPR&D projects are considered to be indefinite-lived until completion or abandonment of the related project. During the period the assets are considered indefinite-lived, they will not be amortized but will be tested for impairment on an annual basis and between annual tests if we become aware of any events occurring or changes in circumstances that would indicate a reduction in the fair value of the projects below their respective carrying amounts. We perform our annual impairment tests at December 31. If and when it is determined that identified intangible assets are impaired, an impairment charge would be recorded. If and when development is considered complete, generally when regulatory approval to market a product is obtained, the associated assets would be deemed finite-lived and would then be amortized based on their respective remaining estimated useful lives. | |
During 2011, we tested the carrying value of our intangible assets for impairment utilizing the income approach and estimated the fair value of FAP at $5.7 million and $1.0 million for tkRNAi, for a total of $6.7 million. We estimated the fair value of these intangible assets using a discount rate of 26%, the estimated weighted-average cost of capital for comparable companies. We probability adjusted our estimation of the expected future cash flows associated with each project and then determined the present value of the expected future cash flows using the discount rate. The projected cash flows from the projects were based on key assumptions, including those outlined above. As a result of the impairment test, we recorded a loss on impairment of intangible assets of $16.0 million in 2011. | |
We tested the carrying value of our intangible assets for impairment as of December 31, 2012, utilizing the income approach and estimated the fair value of FAP at $40.3 million and $6.6 million for tkRNAi, for a total of $46.9 million. We estimated the fair value of these intangible assets using a discount rate of 22%. We probability adjusted our estimation of the expected future cash flows associated with each project and then determined the present value of the expected future cash flows using the discount rate. The projected cash flows from the projects were based on key assumptions, including those outlined above. As no impairment was indicated, no loss was recorded in 2012. The values are significantly higher in 2012 primarily due to substantial de-risking of the project associated with entering clinical trials with a compound, changed economic conditions impacting the cost of capital for comparable companies, and changes in the competitive landscape that will allow a higher probability of receiving higher reimbursements. While the valuation showed a large increase, the generally accepted accounting principles allow for reduction of the carrying value of an indefinite lived asset if impaired, but does not allow a subsequent recognition of an impairment, to increase the carrying value of these assets. | |
Deferred Taxes — The Cequent acquisition was treated as a tax-free merger. Acquired deferred tax assets were comprised of $7.0 million for federal and state net operating loss carry-forwards and $1.1 million for tax credit carry-forwards. The tax basis for acquired intangible assets of $22.7 million is nil, which results in a deferred tax liability of $8.0 million as there will be no tax deduction when the book basis is expensed and the deferred tax liability is reduced. At the time of the acquisition, our management determined that it was more likely than not that a substantial portion of acquired net operating loss and tax credit carry-forwards would be realized prior to expiration through reversal of deferred tax liabilities during years of expected financial reporting expense for the acquired intangible assets and, accordingly, $6.8 million of deferred tax liabilities support realization of acquired deferred tax assets. A valuation allowance of $1.2 million was recorded related to the remainder of the acquired deferred tax assets. In 2011, we reviewed the deferred tax liabilities related to intangible assets and determined that because of the increased uncertainty in timing of reversal, the deferred tax liabilities did not support realization of our deferred tax assets. Therefore, in 2011, we recorded an increase to the valuation allowance against deferred tax assets of $1.1 million which was recorded as income tax expense. No material change was recorded in 2012. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2012 | |||||||||
Property and Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
Note 3 — Property and Equipment | |||||||||
Through a series of asset sales in 2012, the Company received $0.48 million for the equipment sold. After these sales, we disposed of substantially all property and equipment in 2012. Property and equipment at December 31, 2011 and 2012 are comprised of the following: | |||||||||
(In thousands) | 2011 | 2012 | |||||||
Furniture and fixtures | $ | 832 | $ | - | |||||
Machinery and equipment | 5,374 | - | |||||||
Computer equipment and software | 1,191 | - | |||||||
Leasehold improvements | 4,285 | - | |||||||
11,682 | - | ||||||||
Less accumulated depreciation and amortization | 9,253 | - | |||||||
Net property and equipment | $ | 2,429 | $ | - |
Restructuring_Charges
Restructuring Charges | 12 Months Ended | ||||||||
Dec. 31, 2012 | |||||||||
Restructuring Charges (Abstract) | ' | ||||||||
Restructuring Charges | ' | ||||||||
Note 4 —Restructuring Charges | |||||||||
In 2008, we restructured our operations and vacated one of our facilities. We recorded a restructuring liability, representing estimated future payments due under the lease, net of anticipated future sublease payments, which was discounted using a credit-adjusted risk-free interest rate. In September 2011, we entered into an agreement with the landlord of the facility, whereby the lease was terminated and we issued a total of 780,000 common shares valued at $1.5 million to the landlord. The remaining accrued restructuring liability was eliminated and we have no further obligations with respect to the facility. We recorded restructuring charges including accretion of the accrued restructuring liability and other facility-related costs of $1.4 million in 2011. | |||||||||
In March 2012, we closed our Cambridge operations. Employees were terminated and severance and related charges were recorded as a restructuring charge of $0.012 million. The facility lease was terminated by subletting the space in an agreement that effectively transferred to the sublease tenant all remaining payments and obligations due. The transfer of this lease and the return of the security deposit, resulted in a credit of $0.045 million to the facility related restructuring charge. | |||||||||
In September 2012, we executed a lease termination agreement effective March, 2013 for our Bothell, Washington facility. Under the agreement, the remaining 2012 rent of 0.5 million and remaining 2013 rent of $0.4 million would be paid, mostly by a draw on the letter of credit. Additionally, we agreed to issue 1.5 million shares of our common stock on certain future financing events valued as a charge to restructuring of $0.45 million. The stock was issued on the closing of our March 2014 financing, resulting in a 2014 charge of $1.1 million. The lease termination resulted in the elimination of $1.1 million of deferred rent offset by restructuring future rent charges of $0.85 million and a stock liability of $0.45 million. Net facility related restructuring charges, including the Cambridge facility in 2012 was $0.15 million. | |||||||||
During 2012 we disposed of substantially all of our remaining equipment, resulting in a restructuring charge of $1.5 million. | |||||||||
The components of restructuring expense are summarized as follows: | |||||||||
Year ended December 31, | |||||||||
(In thousands) | 2011 | 2012 | |||||||
Property and equipment disposal | $ | - | $ | 1,523 | |||||
Facility related charges | 1,390 | 146 | |||||||
Employee severance and termination benefits (including stock-based compensation charges) | - | 12 | |||||||
Total restructuring | $ | 1,390 | $ | 1,681 |
Notes_Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2012 | |
Notes Payable [Abstract] | ' |
Notes Payable | ' |
Note 5 — Notes Payable | |
Original Issuance — In February 2012, we issued $1.5 million of notes payable at 15% interest to two investors. The notes were secured by the assets of the Company. The original maturity date was mid-May 2012 and the notes were callable on condition of default. Price Adjustable Warrants to purchase 3.69 million shares at $0.508 were issued and were exercisable through August 2017. | |
Amendment One — In early May 2012, we amended the maturity date of the notes to the end of May 2012 in exchange for a mandatory prepayment of $0.2 million additional Price Adjustable Warrants to purchase 0.49 million shares at $0.508 before August 2017. This amendment was determined to be a troubled debt restructuring. | |
Amendment Two — In late May 2012, we amended the maturity date of the notes to the end of mid-June 2012 in exchange for additional Price Adjustable Warrants to purchase 0.425 million shares at $0.508 before August 2017. The terms of the amended notes were determined to be substantially different from the prior note terms and the amendment therefore was recorded as an extinguishment. | |
Amendment Three — In August 2012, we amended the notes to a) extend the maturity date to December 2012; b) provide note-holders optional conversion rights at the price adjusted conversion price; c) provide price protection in the event of certain mergers or acquisitions at an effective purchase price of less than $0.38. We issued warrants to purchase up to 1.25 million shares of the company before February 2018. These warrants and all prior warrants were price adjusted to a $0.28 exercise price. The terms of the amended notes were determined to be substantially different from the prior note terms and the amendment therefore was recorded as an extinguishment. | |
Amendment Four — In October 2012, we amended the notes to release us from mandatorily using proceeds from the sale of property and equipment to pay accrued interest, then principal on the notes. In exchange for this release, we issued additional Price Adjustable Warrants to purchase 1.04 million shares at $0.28 before April 2018. The terms of the amended notes were determined to be substantially different from the prior note terms and the amendment therefore was recorded as an extinguishment. | |
In the year ended December 31, 2012, the Company recorded interest expense related to the notes of $1.69 million, a loss on extinguishments of $1.725 million and a gain on the change in the fair value of embedded derivatives of $0.7 million. | |
In February 2014, the note holders exchanged the notes in the aggregate principal and interest amount of approximately $1.5 million for approximately 2.0 million shares of our common stock. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||
Dec. 31, 2012 | |||||||||
Stockholders' Equity [Abstract] | ' | ||||||||
Stockholders' Equity | ' | ||||||||
Note 6 — Stockholders’ Equity | |||||||||
Preferred Stock — Our board of directors has the authority, without action by the stockholders, to designate and issue up to 100,000 shares of preferred stock in one or more series and to designate the rights, preferences and privileges of each series, any or all of which may be greater than the rights of our common stock. We have designated 1,000 shares as Series B Preferred Stock (“Series B Preferred”) and 90,000 shares as Series A Junior Participating Preferred Stock (“Series A Preferred”). No shares of Series B Preferred or Series A Preferred are outstanding. In March 2014, we designated and issued 1,200 shares of Series C Preferred Stock (“Series C Preferred”) for $6.0 million. | |||||||||
Series B Preferred Stock Purchase Agreement — In December 2011, we entered into a securities purchase agreement, pursuant to and subject to the conditions of which, we had the right, in our sole discretion, over a term of two years, to demand that the buyer purchase up to a total of $5.0 million of Series B Preferred. In April 2012, we terminated the purchase agreement with no shares purchased or issued. In conjunction with the agreement, we issued a warrant to purchase up to 1.31 million shares of our common stock at an exercise price of $1.34 per share. The unvested and unexercised warrant expired in April 2012 upon termination of the agreement. | |||||||||
Stockholder Rights Plan — In 2000, our board of directors adopted a stockholder rights plan and declared a dividend of one preferred stock purchase right for each outstanding share of common stock to shareholders of record in March 2000 and for any common stock issued thereafter. The preferred share purchase rights expired in March 2013. | |||||||||
Common Stock — Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the holders of our common stock. Subject to the rights of the holders of any class of our capital stock having any preference or priority over our common stock, the holders of our common stock are entitled to receive dividends that are declared by our board of directors out of legally available funds. In the event of our liquidation, dissolution or winding-up, the holders of common stock are entitled to share ratably in our net assets remaining after payment of liabilities, subject to prior rights of preferred stock, if any, then outstanding. Our common stock has no preemptive rights, conversion rights, redemption rights or sinking fund provisions, and there are no dividends in arrears or default. All shares of our common stock have equal distribution, liquidation and voting rights, and have no preferences or exchange rights. In July 2011, our shareholders approved an increase in the number of authorized shares of common stock from 90 million to 180 million. | |||||||||
In February 2011, we received net proceeds of $4.5 million from an offering of 0.6 million units, each comprised of one share of our common stock and 0.1746 of a warrant to purchase one share of our common stock for $8.00 per share. Warrants to purchase 0.11 million shares of our common stock were issued in connection with this offering. | |||||||||
In May 2011, we received net proceeds of $6.3 million from an offering of 2.23 million units and 2.23 million Series B warrants to purchase one unit for $3.10 per unit. Each unit consists of (a) one share of common stock and (b) a warrant to purchase one share of common stock. Prior to their expiration in July 2011, 2.23 million Series B Warrants were exercised resulting in additional net proceeds of $3.1 million. | |||||||||
In September 2011, we entered into an agreement to terminate a lease in Bothell, Washington, pursuant to which we issued 0.78 million shares of our common stock. The estimated fair value of the shares issued was $1.5 million and was recorded as a decrease to the previously recorded restructuring liability. | |||||||||
In October 2011, we entered into a purchase agreement to sell up to $15.0 million of our common stock over thirty months. Prior to the termination of the agreement in March 2012, we issued a total of 1.5 million shares resulting in proceeds of $1.8 million. | |||||||||
In March 2012, we received net proceeds of approximately $1.1 million from the issuance of 1.60 million shares of our common stock and warrants to purchase 0.8 million shares of our common stock, at an exercise price of $0.75 per share. | |||||||||
During March, 2012, 3,908 shares of common stock were purchased by employees under the Company’s Employee Stock Purchase Plan (“ESPP”). | |||||||||
In May and December 2012 we issued an aggregate of 0.40 million shares for a cashless exercise of 0.81 million Price Adjustable Warrants with exercise price of $0.28 per share. The fair value of the Price Adjustable Warrants on the date of conversion of $.49 million was reclassified to additional paid-in capital. | |||||||||
During 2012 we executed compromise and release agreements with certain vendors to whom we owed $1.6 million. We reserved 3.9 million shares of our common stock to settle $1.2 million of the amounts outstanding. At December 2012, we had issued 3.8 million common shares, while 0.1 million shares to a vendor remained to be issued with a fair value of $0.04 million. | |||||||||
In September 2012, as part of the lease termination agreement we agreed to issue 1.5 million shares of our common stock to the landlord. At December 31, 2012, the shares to be issued had a fair value of $.65 million. The shares were issued in March 2014 at a value of $1.1 million. | |||||||||
As part of the Novosom agreement we are obligated to pay Novosom 30% of any payments received by us for sub-licensed lipid-delivery technology. The consideration is payable in a combination of cash (no more than 50% of total due) and common stock (between 50% and 100% of total due), at our discretion. For such consideration, we issued a total of 0.34 million shares with a fair value of $.11 million in January and September 2012, and committed an additional 0.51 million shares for future issuance. In December 2013, the Company committed another 0.5 million shares for future issuance to Novosom. All remaining shares due Novosom, for current sub-licenses,were issued in March 2014. | |||||||||
In December 2012, 0.36 million shares of immediately vested restricted common stock were issued to our remaining non-officer employees resulting in a compensation charge of $0.2 million. | |||||||||
Subsequent to December 31, 2012, we issued 2.692 million shares of common stock to employees and board members in settlement of amounts due under certain employment agreements and accrued board fees. | |||||||||
NASDAQ Deficiency Notice — On February 1, 2012, we were notified that the Listing Qualifications Panel of The NASDAQ Stock Market (“NASDAQ”) delisted our common stock from the NASDAQ Stock Market and suspended trading in the shares, effective February 2, 2012, because we were unable to comply with the $1.00 per share minimum bid price required by NASDAQ Marketplace Rules. Our common stock then traded on the OTCQX tier of the OTC Markets from February 2, 2012 until July 10, 2012 and thereafter, traded on the OTC Pink Tier of the OTC Markets. | |||||||||
Warrants — In February 2011, the exercise price of warrants to purchase 0.07 million shares, which we issued in November 2010, was adjusted from $20.30 to $10.60 per share. The warrants are no longer subject to adjustment except in connection with stock splits, dividends, and other similar events. | |||||||||
In February 2011, as part of a public offering to issue common stock, we issued warrants to purchase 0.11 million shares of common stock at a fixed exercise price of $8.00 per share. The warrants are exercisable until February 15, 2018. | |||||||||
In May 2011, as part of a public offering, we issued 2.23 million Series A Price Adjustable Warrants (“A Warrants”) to purchase shares of common stock at an initial exercise price of $3.90 per share. The warrants are exercisable between May 21, 2012 and May 21, 2017. At December 2011 and 2012, the exercise price had been adjusted to $1.20 and $0.28, respectively. | |||||||||
In May 2011, we also issued 2.23 million Series B Price Adjustable Warrants (“B warrants”) to purchase one unit consisting of one share of common stock and one A Warrant, at an initial exercise price of $3.10 per unit, expiring July 12, 2011. Through June 2012, 0.71 million of the B Warrants were exercised, resulting in proceeds of $2.2 million and the issuance of an additional 0.71 million A Warrants. From June 29, 2011 the effective exercise price of the B Warrants was adjusted to $1.28 per unit. We paid a cash refund of $1.1 million to the holders who exercised 0.60 million B Warrants at $3.10 per unit, and $0.4 million was reclassified to equity. From July 1 to July 12, 2011, 1.5 million B Warrants were exercised resulting in net proceeds of $2.0 million and the issuance of an additional 1.5 million Series A Warrants. Total net proceeds received from the exercises of the B Warrants was $3.1 million. Unexercised 2,500 Series B Warrants expired in March 2012. At December 2011 and 2012, the exercise price had been adjusted to $1.20 and $0.28, respectively. | |||||||||
In December 2011, in consideration for the placement of a financing, we issued warrants to purchase 1.3 million shares of our common stock to the placement agent. The arrangment was terminated in April 2012 and the warrants were cancelled. | |||||||||
In February 2012, we received net proceeds of approximately $1.5 million from the issuance of 15% secured promissory notes (the “Notes”) and Price Adjustable Warrants to purchase up to 3.7 million shares of our common stock. Through a series of note amendments in 2012, we issued additional Price Adjustable Warrants to purchase 3.2 million shares of our common stock. At December 31, 2012, all of these Price Adjustable Warrants had been adjusted to an exercise price of $0.28 per share and were potentially subject to further downward exercise price adjustments, including as a result of subsequent financings. These Price Adjustable warrants expire between August 2017 and April 2018. | |||||||||
In March 2012, in conjunction with a common stock financing, we entered into an agreement pursuant to which we issued warrants to purchase up to 0.80 million shares of our common stock. The warrants have a fixed exercise price of $0.75 per share and are exercisable through March 2017. | |||||||||
In December 2013, we issued warrants to purchase up to 0.10 million shares of our common stock to a consultant. These warrants vest over two years, have a fixed strike price of $0.89 and expire in December 2023. | |||||||||
Subsequent to December 31, 2012, we issued approximately 1.2 million shares upon net share exercise of warrants. | |||||||||
The following summarizes warrant activity during the years ended December 31, 2011 and 2012. | |||||||||
Weighted | |||||||||
Warrant | Average | ||||||||
Shares | Exercise Price | ||||||||
Outstanding, January 1, 2011 | 383,020 | $ | 46.4 | ||||||
Issued | 8,111,798 | 3.32 | |||||||
Exercised or cancelled | (2,232,840 | ) | 1.4 | ||||||
Outstanding, January 1, 2012 | 6,261,978 | $ | 3.82 | ||||||
Issued | 7,770,793 | 0.47 | |||||||
Exercised or cancelled | (2,115,970 | ) | 0.28 | ||||||
Outstanding, December 31, 2012 | 11,916,801 | $ | 1.71 | ||||||
Expiring in 2013 | - | ||||||||
Expiring in 2014 | 95,631 | ||||||||
Expiring in 2015 | 285,345 | ||||||||
Expiring thereafter | 11,535,825 | ||||||||
Subscription investment units — In November 2010, we issued subscription investment units to purchase 0.24 million shares of common stock at a per share exercise price of the lesser of $22.10 and 90% of the quotient of (x) the sum of the three lowest volume-weighted average price (“VWAP”) of the common stock for any three trading days during the ten (10) consecutive trading day period ending and including the trading day immediately prior to the applicable exercise date, divided by (y) three. The following summarizes subscription investment unit activity during the years ended December 31, 2011 and 2012. | |||||||||
Weighted | |||||||||
Average | |||||||||
Subscription Units | Unit Shares | Exercise Price | |||||||
Outstanding, January 1, 2011 | 242,355 | $ | 12.5 | ||||||
Exercised | (217,355 | ) | 2.3 | ||||||
Outstanding, December 31, 2011 | 25,000 | $ | 0.89 | ||||||
Expired | (25,000 | ) | 0.89 | ||||||
Outstanding, December 31, 2012 | - | $ | - |
Stock_Incentive_Plans
Stock Incentive Plans | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||||||
Stock Incentive Plans [Abstract] | ' | ||||||||||||||||||||
Stock Incentive Plans | ' | ||||||||||||||||||||
Note 7 — Stock Incentive Plans | |||||||||||||||||||||
At December 31, 2012, options to purchase up to 0.28 million shares of our common stock were outstanding, and 0.61 million shares were reserved for future awards under our stock incentive plans. | |||||||||||||||||||||
Our stock incentive plans include the 2002 Stock Option Plan, 2004 Stock Incentive Plan and 2008 Stock Incentive Plan. In 2011, our shareholders approved the addition of 0.60 million shares to our 2008 Stock Incentive Plan. In addition, there are outstanding grants under our 2000 Nonqualified Stock Option Plan, which expired in 2010, and the 2006 Cequent Stock Incentive Plan under which 58,083 stock options outstanding at the time of the Cequent acquisition were converted to options to purchase shares of our common stock. Under our stock compensation plans, we are authorized to grant options to purchase shares of common stock to our employees, officers and directors and other persons who provide services to us. The options to be granted are designated as either incentive stock options or non-qualified stock options by our board of directors, which also has discretion as to the person to be granted options, the number of shares subject to the options and the terms of the option agreements. Only employees, including officers and part-time employees, may be granted incentive stock options. Under our 2004 and 2008 plans, we are authorized to grant awards of stock options, restricted stock, stock appreciation rights and performance shares. At December 31, 2012, no stock appreciation rights or performance shares have been granted. Options granted under the plans generally have terms of ten years from the date of grant and vest over three years. | |||||||||||||||||||||
Stock-based Compensation. Certain option and share awards provide for accelerated vesting if there is a change in control as defined in the applicable plan and certain employment agreements. The following table summarizes stock-based compensation expense: | |||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
(In thousands) | 2011 | 2012 | |||||||||||||||||||
Research and development | $ | 422 | $ | 385 | |||||||||||||||||
General and administrative | 505 | 416 | |||||||||||||||||||
Total | $ | 927 | $ | 801 | |||||||||||||||||
Stock Options — Stock option activity was as follows: | |||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
2011 | 2012 | ||||||||||||||||||||
Weighted | Weighted | ||||||||||||||||||||
Average | Average | ||||||||||||||||||||
Exercise | Exercise | ||||||||||||||||||||
Shares | Price | Shares | Price | ||||||||||||||||||
Outstanding on January 1 | 264,106 | $ | 69.3 | 578,257 | $ | 26.22 | |||||||||||||||
Granted | 392,976 | 2.03 | - | - | |||||||||||||||||
Forfeited/Expired | (78,825 | ) | 49.85 | (293,428 | ) | 7.53 | |||||||||||||||
Outstanding on December 31 | 578,257 | $ | 26.22 | 284,829 | $ | 39.46 | |||||||||||||||
Exercisable as of December 31 | 193,404 | $ | 71.15 | 194,058 | $ | 56.62 | |||||||||||||||
The following table summarizes additional information on our stock options outstanding at December 31, 2012: | |||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Weighted-Average | Weighted | Weighted | |||||||||||||||||||
Remaining | Average | Average | |||||||||||||||||||
Range of Exercise | Number | Contractual Life | Exercise | Number | Exercise | ||||||||||||||||
Prices | Outstanding | (Years) | Price | Exercisable | Price | ||||||||||||||||
$2.00 - $2.20 | 154,288 | 8.66 | $ | 2.02 | 95,793 | $ | 2.02 | ||||||||||||||
$11.60 - $50.00 | 39,406 | 6.41 | 37.61 | 31,072 | 38.31 | ||||||||||||||||
$50.01 - $90.80 | 56,463 | 5.84 | 70.29 | 42,239 | 69.38 | ||||||||||||||||
$127.60 - $207.60 | 33,666 | 5.45 | 148.2 | 24,078 | 152.48 | ||||||||||||||||
$420.00 - $588.80 | 1,006 | 2.8 | 485.37 | 876 | 482.24 | ||||||||||||||||
Totals | 284,829 | 7.39 | $ | 39.46 | 194,058 | $ | 43.33 | ||||||||||||||
Exercisable | 194,058 | 7.26 | |||||||||||||||||||
We use Black-Scholes to determine the fair value of our stock-based awards. The determination of the fair value of stock-based awards on the date of grant using an option-pricing model is affected by our stock price as well as by assumptions regarding a number of complex and subjective variables. As we meet the criteria outlined for “plain-vanilla” options by the SEC, we use the mid-point between the vesting date and the expiration date as the expected term. We meet the criteria of having had significant past structural changes such that our historical exercise data is not reasonably extrapolated to an expected term. We estimate volatility of our common stock by using our stock price history to forecast stock price volatility. The risk-free interest rates used in the valuation model were based on U.S. Treasury issues with terms similar to the expected term on the options. We do not anticipate paying any dividends in the foreseeable future. No options were granted in 2012. The per-share fair value of stock options granted in 2011 was $1.74, which was estimated at the date of grant using Black-Scholes with the following weighted average assumptions for the periods presented as follows: | |||||||||||||||||||||
2011 | |||||||||||||||||||||
Risk free interest rate | 1.2 | % | |||||||||||||||||||
Expected stock volatility | 118 | % | |||||||||||||||||||
Expected option life | 6.0 years | ||||||||||||||||||||
At December 31, 2012, we had $0.35 million of total unrecognized compensation expense related to unvested stock options. We expect to recognize this cost over a weighted average period of 1.3 years. | |||||||||||||||||||||
At December 31, 2012, the intrinsic value of options outstanding or exercisable was zero as there were no options outstanding with an exercise price less than the per share closing market price of our common stock at that date. No options were exercised in either 2011 or 2012. The total grant date fair value of options that vested during 2011 and 2012 was $1.3 million and $0.5 million, respectively. | |||||||||||||||||||||
In 2010, three members of our board of directors retired. In 2010, our board of directors approved an extension to the time two retiring directors had to exercise their vested options from 90 days to four years. In 2011 our board of directors approved a resolution to accelerate the vesting of the retiring director’s outstanding stock options and to extend the exercise period for vested options from 90 days to four years. The valuation charge due to the modification was immaterial. | |||||||||||||||||||||
Restricted Stock Awards — We have issued shares of restricted stock to certain employees and Board. We granted 0.36 million fully vested restricted common stock shares in 2012. No grants were made in 2011 and at December 31, 2011, there was no unrecognized compensation cost related to unvested restricted stock awards. Stock-based compensation expense recorded in 2012 related to these awards was $0.19 million. | |||||||||||||||||||||
Employee Stock Purchase Plan — At December 31, 2012, 65,000 shares of common stock have been reserved for issuance under our 2007 ESPP, of which 18,141 shares had been issued. In 2011, our shareholders approved the addition of 50,000 shares to the ESPP. Under the terms of the ESPP, a participant may purchase shares of our common stock at a price equal to the lesser of 85% of the fair market value on the date of the start of the plan period or on the date of purchase. Stock-based compensation expense related to the ESPP was immaterial in both 2011 and 2012. |
Employee_Benefit_Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2012 | |
Employee Benefit Plan [Abstract] | ' |
Employee Benefit Plan | ' |
Note 8 - Employee Benefit Plan | |
We maintained a 401(k) plan for employees meeting eligibility requirements under which employees may contribute up to 100% of their eligible compensation, subject to IRS limitations. Our employer matching contributions to the plan were discretionary as determined by our board of directors. There were no employer contributions in either 2011 or 2012. In June 2012, we terminated our 401(k) plan. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2012 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
Income Taxes | ' | ||||||||
Note 9 — Income Taxes | |||||||||
We have identified our federal and our state tax returns in New York and Massachusetts as “major” tax jurisdictions. The periods our income tax returns are subject to examination for federal, New York and Massachusetts jurisdictions are 2010, 1997 and 2005, respectively. We believe our income tax filing positions and deductions will be sustained on audit, and we do not anticipate any adjustments that would result in a material change to our financial position. Therefore, no liabilities for uncertain income tax positions have been recorded. | |||||||||
At December 31, 2012, we had available net operating loss carry-forwards for federal and state income tax reporting purposes of $306.7 million and $12.0 million, respectively, and had available tax credit carry-forwards of $10.7 million, which are available to offset future taxable income. Portions of these carry-forwards will expire through 2032 if not otherwise utilized. Our ability to use such net operating losses and tax credit carry-forwards is subject to annual limitations due to change of control provisions under Sections 382 and 383 of the Internal Revenue Code, and such limitation could be significant. | |||||||||
Our net deferred tax assets, liabilities and valuation allowance as of December 31, 2011 and 2012 are as follows: | |||||||||
Year Ended December 31, | |||||||||
(In thousands) | 2011 | 2012 | |||||||
Deferred tax assets: | |||||||||
Net operating loss carryforwards | $ | 107,587 | $ | 107,978 | |||||
Tax credit carryforwards | 11,089 | 10,680 | |||||||
Depreciation and amortization | 4,917 | 3,728 | |||||||
Other | 2,837 | 254 | |||||||
Total deferred tax assets | 126,430 | 122,640 | |||||||
Valuation allowance | (126,430 | ) | (122,640 | ) | |||||
Net deferred tax assets | - | - | |||||||
Deferred tax liabilities: | |||||||||
Intangible assets | (2,345 | ) | (2,384 | ) | |||||
Net deferred tax liabilities | $ | (2,345 | ) | $ | (2,384 | ) | |||
We continue to record a valuation allowance in the full amount of deferred tax assets not otherwise offset by deferred tax liabilities we expect to reverse since realization of such tax benefits has not been determined by our management to be more likely than not. The valuation allowance increased $11.7 million and decreased $3.7 million during 2011 and 2012, respectively. The difference between the expected benefit computed using the statutory tax rate and the recorded expense of $0.039 in 2012 is due to rate change and $1.143 million in 2011 is primarily due to the change in the valuation allowance. | |||||||||
Income Tax Expense. In 2011, we reviewed the deferred tax liabilities related to intangible assets and determined that because of the increased uncertainty in timing of reversal, the deferred tax liabilities did not support realization of our deferred tax assets. Therefore, in 2011 we recorded an increase to the valuation allowance against deferred tax assets of approximately $1.143 million which was also recorded as income tax expense. In 2012, there was income tax expense of $0.039 million due to rate change. |
Intellectual_Property_and_Coll
Intellectual Property and Collaborative Agreements | 12 Months Ended |
Dec. 31, 2012 | |
Intellectual Property and Contractual Agreements [Abstract] | ' |
Intellectual Property and Collaborative Agreements | ' |
Note 10 — Intellectual Property and Collaborative Agreements | |
RNA-related | |
Arcturus - In August 2013, we and Arcturus entered into a patent assignment and license agreement pursuant to which Arcturus was granted an assignment of select RNA related patents and certain transferable agreements, including agreements with Roche, dated February 2009, and the Tekmira agreement. We received an irrevocable, royalty-free, worldwide, non-exclusive sublicense to use the transferred technologies in the development and commercialization of our products. As compensation under this agreement, we received a one-time payment of $0.8 million. | |
Tekmira - In November 2012, we and Tekmira entered into a license agreement pursuant to which Tekmira was granted a worldwide, non-exclusive and selectively sub-licensable license to develop and commercialize products using our UNA technology. We received a $0.3 million upfront payment and an additional $0.2 million received in April 2013. This agreement was transferred to Arcturus as part of the patent assignment and license agreement in August 2013. | |
Novartis – In August 2012, we and Novartis entered into a worldwide, non-exclusive license agreement for our CRN technology for the development of both single and double-stranded oligonucleotide therapeutics. We received a $1.0 million upfront payment for the license. | |
Avecia – In May 2012, we and Avecia entered into an agreement pursuant to which Avecia was granted exclusive rights to develop, supply and commercialize certain oligonucleotide constructs using our CRN chemistry We will receive royalties in the single digit percentages from the sale of CRN-based oligonucleotide reagents. We will also receive cGMP material for our development and commercialization needs. | |
Monsanto – In May 2012, we entered into a worldwide exclusive license agreement with Monsanto for rights to our delivery and chemistry technologies. The agreement granted to Monsanto a security interest in that portion of our intellectual property that is the subject of the agreement. Under the terms of the agreement, we received a $1.5 million initiation fee and may receive royalties on product sales in the low single digit percentages. Monsanto may terminate the agreement at any time in whole or as to any rights granted thereunder by giving us three month prior written notice. In August 2012, we amended the agreement whereby Monsanto paid us $0.05 million to perform designated R&D and manufacturing services. | |
ProNAi — In March 2012, we entered into an exclusive agreement with ProNAi regarding the development and commercialization of ProNAi’s proprietary DNAi-based therapeutics utilizing our SMARTICLES delivery technology. The agreement provides that ProNAi will have full responsibility for the development and commercialization of any products arising under the agreement. Under terms of the agreement, we could receive up to $14.0 million for each gene target in upfront, clinical and commercialization milestone payments, as well as royalties on product sales in the single digit percentages. Either party may terminate the agreement upon the occurrence of a default by the other party, or upon certain events involving insolvency of either party. ProNAi may terminate the agreement upon ninety day written notice. In October 2012, we and ProNAi agreed to a $0.2 million reduction of a fee in exchange for accelerated payment, which was recorded as a decrease in revenue and accounts receivable. | |
Mirna — In December 2011, we entered into agreement with Mirna relating to the development and commercialization of miRNA-based therapeutics utilizing Mirna’s proprietary miRNAs and our SMARTICLES delivery technology. The agreement provides that Mirna will have full responsibility for the development and commercialization of any products arising under the agreement and that we will support pre-clinical and process development efforts. Under terms of the agreement, we could receive up to $63.0 million in upfront, clinical and commercialization milestone payments, as well as royalties on product sales in the low single digit percentages. Either party may terminate the agreement upon the occurrence of a default by the other party. | |
Effective June 2012, Mirna had the right to terminate the agreement upon 60 days prior written notice. | |
In November 2012, the Phase 1 clinical development milestone owed to us was amended from $0.25 million to $0.15 million in exchange for acceleration of payment terms. In May 2012, Mirna initiated their Phase 1 clinical trial. | |
In December 2013, the agreement was amended to add the right for Mirna to select additional compounds for development. Mirna identified three selected compounds for an upfront payment of $1.0 million. Future additional selections can be identified for an upfront payment of $0.5 million per selection. All other per compound payments remain unchanged, except that no royalties will be owed on sales of the original licensed compound. | |
Debiopharm S.A. — In February 2011, we entered into a research and license agreement with Debiopharm pursuant to which we granted to Debiopharm an exclusive license to develop and commercialize our pre-clinical program in bladder cancer. Debiopharm terminated the agreement for commercial and operational reasons in October 2012. We realized $0.6 million of revenue, initially deferred, on contract termination. | |
Valeant Pharmaceuticals — In March 2010, we acquired intellectual property related to CRN technology from Valeant for a licensing fee recorded as R&D expense. Subject to meeting certain milestones, we may be obligated to make a development milestone payments of $5.0 million and $2.0 million within 180 days of FDA approval of a New Drug Application for our first and second CRN related product, respectively. As of December 31, 2012, we had not satisfied any conditions triggering milestone payments. Valeant is entitled to receive low single-digit percentage based earn-out payments on commercial sales and revenue from sublicensing. In 2012, we recorded a $0.13 million liability related to sub-license revenue earn-out payments. The agreement requires us to use commercially reasonable efforts to develop and commercialize at least one covered product and if we have not made earn-out payments of at least $5.0 million prior to March 2016, we are required to pay Valeant an annual amount equal to $0.05 million per assigned patent which shall be creditable against other payment obligations. The term of our financial obligations under the agreement shall end, on a country-by-country basis, when there no longer exists any valid claim in such country. We may terminate the agreement upon 30 days written notice, or upon 10 days written notice in the event of adverse results from clinical studies. Upon termination, we are obligated to pay all accrued amounts due, but shall have no future payment obligations. | |
Novosom — In July 2010, we entered into an agreement pursuant to which we acquired the intellectual property for Novosom’s SMARTICLES-based liposomal delivery system. We issued to Novosom 0.14 million shares of our common stock with a value of $3.8 million as consideration for the acquired assets, which was recorded as an R&D expense. As additional consideration, we will pay an amount equal to 30% of the value of each upfront (or combined) payment received by us in respect of the license or disposition of SMARTICLES technology or related product, up to a maximum of $3.3 million, which will be paid in a combination of cash and/or shares of our common stock, at our discretion. In December 2011, we recognized $0.1 million as R&D expense for additional consideration paid to Novosom for an upfront payment receipt. During 2012, we reserved 0.51 million shares of common stock for future issuance with no cash component as additional consideration as a result of the license agreements that we entered into with Mirna and Monsanto. During 2013, as a result of the payment received from Mirna for additional compounds, we opted to record a $0.15 million cash payable and reserve an additional 0.45 million shares for future issuance. All balances due Novosom, both cash and stock, were paid or issued in March 2014. | |
Roche — In February 2009, we entered into an agreement with Roche, pursuant to which we granted Roche a worldwide, irrevocable, non-exclusive license to a portion of our technology platform, for the development of RNAi-based therapeutics for a licensing fee of $5.0 million. In October 2011, Roche successfully divested its RNAi assets, including our licensed technology, and paid us $1.0 million for our agreement to the assignment and delegation of Roche’s non-exclusive license rights. This payment was recognized as revenue in 2011. | |
University of Helsinki — In June 2008, we entered into a collaboration agreement with Dr. Pirjo Laakkonen and the Biomedicum Helsinki. The agreement terminated in June 2012. After termination, we may still be obligated to make development milestone payments of up to €0.275 million for each product developed. At December 31, 2012, none of the milestone triggers had been met. In addition, upon the first commercial sale of a product, we are required to pay an advance of €0.25 million credit against future royalties. We will owe in low single digit percentage royalty payments on product sales. | |
Ribotask — In October 2008, Ribotask granted us an exclusive, sub-licensable license allowing us to develop and commercialize therapeutics using UNA technology in exchange for $0.5 million. | |
In February 2009, we sublicensed the UNA technology to Roche and paid Ribotask $0.25 million to eliminate all milestone and royalty payments due as a result of Roche’s development and commercialization activities. | |
In June 2009, we amended the agreement to eliminate all future milestone and royalty payments from the original agreement and gain full financial and transactional control of our proprietary UNA technology. For this amendment, we issued 15,152 shares of common stock valued at $1.0 million and agreed to pay Ribotask $1.0 million. | |
In June 2010, we expanded our rights under the previous agreement with Ribotask to include exclusive rights to the development and commercialization of UNA-based diagnostics. In connection with the amendment, we agreed to pay Ribotask $0.75 million. In March 2011, we amended the payment schedule for the diagnostic rights to spread the remaining $0.5 million due throughout 2011 in exchange for the issuance of 11,377 shares of our common stock, valued at $0.08 million. | |
In August 2013, this agreement was transferred to Arcturus as part of the patent assignment and license agreement. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2012 | |
Commitments and Contingencies [Abstract] | ' |
Commitments and Contingencies | ' |
Note 11 — Commitments and Contingencies | |
Standby Letter of Credit/Leases— In connection with the lease of our Bothell, Washington facility we provided the landlord a $1.2 million stand-by letter of credit. During October 2011, the landlord drew $0.1 million from the letter of credit. The landlord drew $0.31 million and $0.38 million from the letter of credit in 2012 and 2013, respectively before the credit facility was closed in March 2013. At March 1, 2013 the Company had exited all facility leases and the only remaining commitment was to issue 1.5 million common shares to the landlord. | |
Rent expense was $1.6 million and $1.1 million in 2011 and 2012 respectively. Additionally, $0.2 million in rental payments decreased the prior restructuring liability during 2011 and $0.38 million in rent obligation was added to restructuring liability in 2012. | |
Contingencies — We are subject to various legal proceedings and claims that arise in the ordinary course of business. Our management currently believes that resolution of such legal matters will not have a material adverse impact on our consolidated financial position, results of operations or cash flows. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2012 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 12 — Subsequent Events | |
All material subsequent events have been included within footnotes 1, 4, 5, 10 and 11 of the Consolidated Financial Statements. |
Business_Liquidity_and_Summary1
Business, Liquidity and Summary of Significant Accounting Policies (Policy) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||
Principles of Consolidation | ' | ||||||||||||||||||||||||
Principles of Consolidation — We consolidate our financial statements with our wholly-owned subsidiaries, Cequent, MDRNA, and Atossa, and eliminate any inter-company balances and transactions. | |||||||||||||||||||||||||
Use of Estimates | ' | ||||||||||||||||||||||||
Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Estimates having relatively higher significance include revenue recognition, R&D costs, stock-based compensation, valuation of warrants and subscription investment units, valuation and estimated lives of identifiable intangible assets, impairment of long-lived assets, valuation of features embedded within note agreements and amendments, estimated accrued restructuring charges and income taxes. Actual results could differ from those estimates. | |||||||||||||||||||||||||
Restricted Cash | ' | ||||||||||||||||||||||||
Restricted Cash — Amounts pledged as collateral underlying letters of credit for lease deposits are classified as restricted cash. Changes in restricted cash have been presented as investing activities in the Consolidated Statements of Cash Flows. | |||||||||||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||||||||||
Fair Value of Financial Instruments — We consider the fair value of cash, restricted cash, accounts receivable, accounts payable and accrued liabilities not to be materially different from their carrying value. These financial instruments have short-term maturities. 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 and restricted cash are subject to fair value measurement and are valued determined by Level 1 inputs. We measure and report at fair value our accrued restructuring liability using discounted estimated cash flows. 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, subscription investment units, and certain features embedded in notes, using the Black-Scholes-Merton valuation model, using Level 3 inputs. The following tables summarize our liabilities measured at fair value on a recurring basis as of December 31, 2011 and 2012: | |||||||||||||||||||||||||
Level 1 | Level 3 | ||||||||||||||||||||||||
Balance at | Quoted prices in | Level 2 | Significant | ||||||||||||||||||||||
December 31, | active markets for | Significant other | unobservable | ||||||||||||||||||||||
(In thousands) | 2011 | identical assets | observable inputs | inputs | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Fair value liability for price adjustable warrants | $ | 3,481 | $ | - | $ | - | $ | 3,481 | |||||||||||||||||
Fair value liability for price adjustable subscription investment units | 4 | - | - | 4 | |||||||||||||||||||||
Total liabilities at fair value | $ | 3,485 | $ | - | $ | - | $ | 3,485 | |||||||||||||||||
Balance at | |||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
2012 | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Fair value liability for price adjustable warrants | $ | 4,169 | $ | - | $ | - | $ | 4,169 | |||||||||||||||||
Fair value liability for shares to be issued | 901 | 901 | - | - | |||||||||||||||||||||
Total liabilities at fair value | $ | 5,070 | $ | 901 | $ | - | $ | 4,169 | |||||||||||||||||
The following presents activity in our accrued restructuring liability determined by Level 3 inputs for each of the years ended December 31, 2011 and 2012 (excludes stock to be issued, not carried in this liability account): | |||||||||||||||||||||||||
Facility Related | |||||||||||||||||||||||||
Charges | |||||||||||||||||||||||||
(In thousands) | 2011 | 2012 | |||||||||||||||||||||||
Balance, January 1 | $ | 460 | $ | - | |||||||||||||||||||||
Accruals | 1,298 | 860 | |||||||||||||||||||||||
Payments in cash and other decreases | (368 | ) | (468 | ) | |||||||||||||||||||||
Common stock issued to terminate lease | (1,482 | ) | - | ||||||||||||||||||||||
Accretion | 92 | - | |||||||||||||||||||||||
Balance, December 31 | $ | - | $ | 392 | |||||||||||||||||||||
The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the years ended December 31, 2011 and 2012: | |||||||||||||||||||||||||
Weighted average as of each measurement date | |||||||||||||||||||||||||
Fair value | |||||||||||||||||||||||||
liability for price | Contractual | ||||||||||||||||||||||||
adjustable warrants | Exercise | Stock | life | Risk free | |||||||||||||||||||||
(in thousands) | Price | Price | Volatility | (in years) | rate | ||||||||||||||||||||
Balance at January 1, 2011 | $ | 1,783 | $ | 14.3 | $ | 15.5 | 127 | % | 4.4 | 1.8 | % | ||||||||||||||
Reclassification to equity upon elimination of price adjustment feature | (620 | ) | 10.6 | 10.9 | 122 | % | 4.8 | 2.3 | % | ||||||||||||||||
Fair value of warrants issued | 7,855 | 3 | 2.3 | 116 | % | 6 | 2.1 | % | |||||||||||||||||
Change in fair value included in statement of operations | (5,537 | ) | - | - | - | - | - | ||||||||||||||||||
Balance at December 31, 2011 | $ | 3,481 | $ | 0.76 | $ | 0.89 | 124 | % | 5.4 | 0.9 | % | ||||||||||||||
Fair value of warrants issued in Notes and Warrants Purchase Agreement | $ | 1,647 | $ | 0.51 | $ | 0.49 | 128 | % | 5.5 | 0.81 | % | ||||||||||||||
Fair Value of warrants issued in Amendment 1 | 255 | 0.56 | 0.57 | 128 | % | 5.5 | 0.82 | % | |||||||||||||||||
Fair Value of warrants issued in Amendment 2 | 270 | 0.64 | 0.69 | 129 | % | 5.5 | 0.81 | % | |||||||||||||||||
Fair Value of warrants issued in Amendment 3 | 386 | 0.28 | 0.34 | 136 | % | 5.5 | 0.67 | % | |||||||||||||||||
Fair Value of warrants issued in Amendment 4 | 364 | 0.28 | 0.38 | 139 | % | 5.5 | 0.85 | % | |||||||||||||||||
Change in fair value included in statement of operations | (1,746 | ) | - | - | - | - | - | ||||||||||||||||||
Fair Value of Exercised Warrants | (488 | ) | 0.28 | 0.65 | 141 | % | 4.7 | 0.58 | % | ||||||||||||||||
Balance at December 31, 2012 | $ | 4,169 | $ | 0.28 | $ | 0.46 | 146 | % | 4.64 | 0.66 | % | ||||||||||||||
The following presents activity of the fair value liability of price adjustable subscription investment units determined by Level 3 inputs for the years ended December 31, 2011 and 2012: | |||||||||||||||||||||||||
Weighted average as of each measurement date | |||||||||||||||||||||||||
Fair value | |||||||||||||||||||||||||
liability for price | |||||||||||||||||||||||||
adjustable | |||||||||||||||||||||||||
subscription | Contractual | Risk | |||||||||||||||||||||||
investment units | Exercise | Stock | life | free | |||||||||||||||||||||
(in thousands) | Price | Price | Volatility | (in years) | rate | ||||||||||||||||||||
Balance at January1, 2011 | $ | 1,483 | $ | 13.3 | $ | 15.5 | 79 | % | 1.2 | 0.3 | % | ||||||||||||||
Reclassification to equity upon exercise | (302 | ) | 2.3 | 3.2 | 103 | % | 0.7 | 0.2 | % | ||||||||||||||||
Change in fair value included in statement of operations | (1,177 | ) | - | - | - | - | - | ||||||||||||||||||
Balance at December 31, 2011 | $ | 4 | $ | 0.89 | $ | 0.89 | 115 | % | 0.2 | - | |||||||||||||||
Expiration of unexercised units | (4 | ) | - | - | - | - | - | ||||||||||||||||||
Balance at December 31, 2012 | $ | - | $ | - | $ | - | - | - | - | ||||||||||||||||
Property and Equipment | ' | ||||||||||||||||||||||||
Property and Equipment — Long-lived assets include property and equipment. These assets are recorded at our original cost and were increased by the cost of any significant improvements after purchase. Property and equipment assets were depreciated using the straight-line method over the estimated useful life of the individual assets, ranging from three to five years. Leasehold improvements were stated at cost and amortized using the straight-line method over the lesser of the estimated useful life or remaining lease term. Depreciation began when the asset is ready for its intended use. For tax purposes, accelerated depreciation methods are used as allowed by tax laws. | |||||||||||||||||||||||||
Impairment of Long Lived Assets | ' | ||||||||||||||||||||||||
Impairment of Long Lived Assets — We review all of our long-lived assets for impairment indicators throughout the year and perform detailed testing whenever impairment indicators are present. In addition, we perform detailed impairment testing for indefinite-lived intangible assets at least annually at December 31. When necessary, we record charges for impairments. Specifically: | |||||||||||||||||||||||||
• | 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. | ||||||||||||||||||||||||
• | 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. | ||||||||||||||||||||||||
Accrued Restructuring | ' | ||||||||||||||||||||||||
Accrued Restructuring — In both 2011 and 2012, we ceased operating leased facilities in Bothell, Washington and recorded an accrued liability for remaining lease termination costs at fair value, based on the remaining payments due under the lease and other costs, reduced by estimated sublease rental income that could be reasonably obtained from the property, and discounted using a credit-adjusted risk-free interest rate. We based our estimated future payments, net of estimated future sublease payments, on current rental rates available in the local real estate market, and our evaluation of the ability to sublease the facility | |||||||||||||||||||||||||
Concentration of Credit Risk and Significant Customers | ' | ||||||||||||||||||||||||
Concentration of Credit Risk and Significant Customers — We operate in an industry that is highly regulated, competitive and rapidly changing and involves numerous risks and uncertainties. Significant technological and/or regulatory changes, the emergence of competitive products and other factors could negatively impact our consolidated financial position or results of operations. | |||||||||||||||||||||||||
We have been dependent on our collaborative and license agreements with a limited number of third parties for a substantial portion of our revenue, and our discovery and development activities may be delayed or reduced if we do not maintain successful collaborative arrangements. We had revenue from collaborators, as a percentage of total revenue, as follows: | |||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2011 | 2012 | ||||||||||||||||||||||||
Monsanto | 9 | % | 37 | % | |||||||||||||||||||||
Novartis | 1 | % | 25 | % | |||||||||||||||||||||
Debiopharm S.A. | 21 | % | 14 | % | |||||||||||||||||||||
Tekmira | - | 7 | % | ||||||||||||||||||||||
ProNAI | - | 7 | % | ||||||||||||||||||||||
Mirna Therapeutics | 19 | % | 7 | % | |||||||||||||||||||||
Others | 5 | % | 3 | % | |||||||||||||||||||||
Roche | 45 | % | - | ||||||||||||||||||||||
Total | 100 | % | 100 | % | |||||||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||||||||||
Revenue Recognition — Revenue is recognized when persuasive evidence that an arrangement exists, delivery has occurred, collectability is reasonably assured, and fees are fixed or determinable. Deferred revenue expected to be recognized within the next 12 months is classified as current. Substantially all of our revenues are generated from R&D collaborations and licensing arrangements that may involve multiple deliverables. For multiple-deliverable arrangements, judgment is required to evaluate, (a) whether an arrangement involving multiple deliverables contains more than one unit of accounting, and (b) how the arrangement consideration should be measured and allocated to the separate units of accounting in the arrangement. Our R&D arrangements may include upfront non-refundable payments, development milestone payments, R&D funding, patent-based or product sale royalties, and commercial sales. In addition, we may receive revenues from licensing arrangements. For each separate unit of accounting, we have determined that the delivered item has value to the other party on a stand-alone basis, we have objective and reliable evidence of fair value using available internal evidence for the undelivered item(s) and our arrangements generally do not contain a general right of return relative to the delivered item. | |||||||||||||||||||||||||
Revenue from R&D arrangements is recorded when earned based on the specific terms of the contracts. Upfront non-refundable payments, where we are not providing any continuing services as in the case of a license to our IP, are recognized when the license becomes available to the other party. Upfront nonrefundable payments, where we are providing continuing services related to an R&D effort, are deferred and recognized as revenue over the period the arrangement is in effect. The ability to estimate the total R&D effort and costs can vary significantly for each contract due to the inherent complexities and uncertainties of pharmaceutical R&D. The estimated period of time over which we recognize certain revenues is based upon structured detailed project plans completed by our project managers, who meet regularly with scientists and counterparts from the other party and schedule the key project activities and resources including headcount, facilities and equipment and budgets. These periods generally end on projected milestone dates typically associated with the stages of drug development, e.g. filing of an Investigational New Drug Application (“IND”), initiation of a Phase 1 human clinical trial or filing of a New Drug Application (“NDA”). We typically do not disclose the specific project planning details of an R&D arrangement for competitive reasons and due to confidentiality clauses in our contracts. As drug candidates and drug compounds move through the R&D process, it is necessary to revise these estimates to consider changes to the project plan, portions of which may be outside of our control. The impact on revenue of changes in our estimates and the timing thereof is recognized prospectively over the remaining estimated R&D period. | |||||||||||||||||||||||||
Milestone payments typically represent nonrefundable payments to be received in conjunction with the uncertain achievement of a specific event identified in the contract, such as initiation or completion of specified development activities or specific regulatory actions such as the filing of an IND. We believe a milestone payment represents the culmination of a distinct earnings process when it is not associated with ongoing research, development or other performance on our part and it is substantive in nature. We recognize such milestone payments as revenue when it becomes due and collection is reasonably assured. | |||||||||||||||||||||||||
Revenue from R&D funding is generally received for services performed under R&D arrangements and is recognized as services are performed. Payments received in excess of amounts earned are recorded as deferred revenue. Reimbursements received for direct out-of-pocket expenses related to contract R&D costs are recorded as revenue in the consolidated statements of operations rather than as a reduction in expenses. | |||||||||||||||||||||||||
Royalty and earn-out payment revenues are generally recognized upon commercial product sales by the licensee as reported by the licensee. | |||||||||||||||||||||||||
R&D Costs | ' | ||||||||||||||||||||||||
R&D Costs — All R&D costs are charged to operations as incurred. R&D expenses consist of costs incurred for internal and external R&D and include direct and research-related overhead expenses. We recognize clinical trial expenses, which are included in R&D expenses, based on a variety of factors, including actual and estimated labor hours, clinical site initiation activities, patient enrollment rates, estimates of external costs and other activity-based factors. We believe that this method best approximates the efforts expended on a clinical trial with the expenses recorded. We adjust our rate of clinical expense recognition if actual results differ from our estimates. As clinical trial activities continue, it is necessary to revise these estimates to consider changes such as changes in the clinical development plan, regulatory requirements, or various other factors, many of which may be outside of our control. The impact of changes in our estimates of clinical trial expenses and the timing thereof, is recognized prospectively over the remaining estimated clinical trial period. The ability to estimate total clinical trial costs can vary significantly due to the inherent complexities and uncertainties of drug development. | |||||||||||||||||||||||||
Stock-based Compensation | ' | ||||||||||||||||||||||||
Stock-based Compensation — We use the Black-Scholes-Merton option pricing model (“Black-Scholes”) as our method of valuation for stock-based awards. Stock-based compensation expense is based on the value of the portion of the stock-based award that will vest during the period, adjusted for expected forfeitures. The estimation of stock-based awards that will ultimately vest requires judgment, and to the extent actual or updated results differ from our current estimates, such amounts will be recorded in the period the estimates are revised. The Black-Scholes model requires the input of highly subjective assumptions, and other reasonable assumptions could provide differing results. Our determination of the fair value of stock-based awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected life of the award and expected stock price volatility over the term of the award. Stock-based compensation expense is recognized on a straight-line basis over the applicable vesting periods based on the fair value of such stock-based awards on the grant date. Forfeiture rates are estimated based on historical rates and compensation expense is adjusted for general forfeiture rates in each period. | |||||||||||||||||||||||||
Non-employee option grants are recorded as expense over the vesting period of the underlying stock options. At the end of each financial reporting period prior to vesting, the value of these stock options, as calculated using Black-Scholes, is re-measured using the fair value of our common stock and the stock-based compensation recognized during the period is adjusted accordingly. | |||||||||||||||||||||||||
Stock compensation expense for restricted stock awards is recognized on a straight-line basis over the applicable vesting periods based on the fair value of the restricted stock on the grant date. | |||||||||||||||||||||||||
Net Loss per Common Share | ' | ||||||||||||||||||||||||
Net Loss per Common Share — Basic and diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share excludes the effect of common stock equivalents (stock options, unvested restricted stock, warrants and subscription investment units, convertible debt related shares) since such inclusion in the computation would be anti-dilutive. The following numbers of shares have been excluded: | |||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2011 | 2012 | ||||||||||||||||||||||||
Stock options outstanding | 578,257 | 284,829 | |||||||||||||||||||||||
Warrants | 6,261,978 | 11,916,801 | |||||||||||||||||||||||
Subscription investment units | 25,000 | - | |||||||||||||||||||||||
Shares issuable on optional debt conversion | - | 10,284,323 | |||||||||||||||||||||||
Total | 6,865,235 | 22,485,953 | |||||||||||||||||||||||
Operating leases | ' | ||||||||||||||||||||||||
Operating leases — Through October 2012, we occupied our facilities under operating leases. Our lease agreements variously contained tenant improvement allowances, rent holidays, lease premiums, and lease escalation clauses. For purposes of amortization, terms start from the date of initial possession, which is generally when we occupy the facility and begin to make improvements in preparation for intended use. For tenant improvement allowances and rent holidays, we record a deferred rent liability and amortize the deferred rent over the terms as reductions to rent expense. For scheduled rent escalation clauses over the course of the lease term or for rental payments commencing at a date other than the date of initial right to occupy, we record rental expense on a straight-line basis over the lease term. | |||||||||||||||||||||||||
Notes Payable | ' | ||||||||||||||||||||||||
Notes Payable — Notes payable are recorded under liabilities, classified into short and long term, depending on the principal due in the subsequent twelve months. Interest is either accrued or paid according to the terms of the notes. Costs associated with the issuance of debt, such as legal fees, are recorded as prepaid expenses and are amortized on a straight-line basis over the period to maturity of the debt. | |||||||||||||||||||||||||
Note amendments and changes must be analyzed for correct accounting application based on our financial condition and the changes in the debt instrument features and terms. For each amendment, a series of analyses is performed to determine whether the debt was a troubled debt restructuring (“TDR”), as defined by conditions of default, our financial state and ability to repay loan, and whether the lender made a concession. A creditor is deemed to have granted a concession if the debtor’s effective borrowing rate on the restructured debt is less than the effective borrowing rate of the old debt immediately before the restructuring. If an amendment is determined to be a TDR, the Company compares the carrying value of the debt at the time of the restructuring to the total future cash payments of the new terms and a new effective interest rate is determined and the fair value of equity instruments issued is immediately charged to expense. If an amendment is not a TDR, then the Company performs a further analysis to determine if the amended terms are “substantially different” from the existing debt facility. The debt is considered extinguished if the present value of the cash flows under the terms of the new debt instrument is at least 10 percent different from the present value of the remaining cash flows under the terms of the original instrument. The new debt instrument is initially recorded at fair value, and that amount is used to determine the debt extinguishment gain or loss recognized and the effective rate of the new instrument. If it is determined that the original and new debt instruments are not substantially different, then a new effective interest rate is determined based on the carrying amount of the original debt instrument resulting from the modification, and the revised cash flows. If the exchange or modification is to be accounted for in the same manner as a debt extinguishment and the new debt instrument is initially recorded at fair value, then the fees paid including the fair value of warrants issued are included in the debt extinguishment gain or loss. If the exchange or modification is not to be accounted for in the same manner as a debt extinguishment, then the fees paid including the fair value of warrants issued are amortized as an adjustment of interest expense over the remaining term of the replacement or modified debt instrument using the interest method. | |||||||||||||||||||||||||
Income Taxes | ' | ||||||||||||||||||||||||
Income Taxes — Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or pledged. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Tax benefits in excess of stock-based compensation expense recorded for financial reporting purposes relating to stock-based awards will be credited to additional paid-in capital in the period the related tax deductions are realized. Our policy for recording interest and penalties associated with audits is to record such items as a component of loss before taxes. | |||||||||||||||||||||||||
We assess the likelihood that our deferred tax assets will be recovered from existing deferred tax liabilities or future taxable income. Factors we considered in making such an assessment include, but are not limited to, estimated utilization limitations of operating loss and tax credit carry-forwards, expected reversals of deferred tax liabilities, past performance, including our history of operating results, our recent history of generating tax losses, our history of recovering net operating loss carry-forwards for tax purposes and our expectation of future taxable income. We recognize a valuation allowance to reduce such deferred tax assets to amounts that are more likely than not to be ultimately realized. To the extent that we establish a valuation allowance or change this allowance, we would recognize a tax provision or benefit in the consolidated statements of operations. We use our judgment to determine estimates associated with the calculation of our provision or benefit for income taxes, and in our evaluation of the need for a valuation allowance recorded against our net deferred tax assets. |
Business_Liquidity_and_Summary2
Business, Liquidity and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ||||||||||||||||||||||||
Schedule of liabilities measured at fair value on a recurring basis | ' | ||||||||||||||||||||||||
Level 1 | Level 3 | ||||||||||||||||||||||||
Balance at | Quoted prices in | Level 2 | Significant | ||||||||||||||||||||||
December 31, | active markets for | Significant other | unobservable | ||||||||||||||||||||||
(In thousands) | 2011 | identical assets | observable inputs | inputs | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Fair value liability for price adjustable warrants | $ | 3,481 | $ | - | $ | - | $ | 3,481 | |||||||||||||||||
Fair value liability for price adjustable subscription investment units | 4 | - | - | 4 | |||||||||||||||||||||
Total liabilities at fair value | $ | 3,485 | $ | - | $ | - | $ | 3,485 | |||||||||||||||||
Balance at | |||||||||||||||||||||||||
December 31, | |||||||||||||||||||||||||
2012 | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Fair value liability for price adjustable warrants | $ | 4,169 | $ | - | $ | - | $ | 4,169 | |||||||||||||||||
Fair value liability for shares to be issued | 901 | 901 | $ | - | - | ||||||||||||||||||||
Total liabilities at fair value | $ | 5,070 | $ | 901 | $ | - | $ | 4,169 | |||||||||||||||||
Schedule of activity of accrued restructuring liability determined by Level 3 inputs | ' | ||||||||||||||||||||||||
Facility Related | |||||||||||||||||||||||||
Charges | |||||||||||||||||||||||||
(In thousands) | 2011 | 2012 | |||||||||||||||||||||||
Balance, January 1 | $ | 460 | $ | - | |||||||||||||||||||||
Accruals | 1,298 | 860 | |||||||||||||||||||||||
Payments in cash and other decreases | (368 | ) | (468 | ) | |||||||||||||||||||||
Common stock issued to terminate lease | (1,482 | ) | - | ||||||||||||||||||||||
Accretion | 92 | - | |||||||||||||||||||||||
Balance, December 31 | $ | - | $ | 392 | |||||||||||||||||||||
Schedule of fair value liability of price adjustable warrants determined by Level 3 | ' | ||||||||||||||||||||||||
Weighted average as of each measurement date | |||||||||||||||||||||||||
Fair value | |||||||||||||||||||||||||
liability for price | Contractual | ||||||||||||||||||||||||
adjustable warrants | Exercise | Stock | life | Risk free | |||||||||||||||||||||
(in thousands) | Price | Price | Volatility | (in years) | rate | ||||||||||||||||||||
Balance at January 1, 2011 | $ | 1,783 | $ | 14.3 | $ | 15.5 | 127 | % | 4.4 | 1.8 | % | ||||||||||||||
Reclassification to equity upon elimination of price adjustment feature | (620 | ) | 10.6 | 10.9 | 122 | % | 4.8 | 2.3 | % | ||||||||||||||||
Fair value of warrants issued | 7,855 | 3 | 2.3 | 116 | % | 6 | 2.1 | % | |||||||||||||||||
Change in fair value included in statement of operations | (5,537 | ) | - | - | - | - | - | ||||||||||||||||||
Balance at December 31, 2011 | $ | 3,481 | $ | 0.76 | $ | 0.89 | 124 | % | 5.4 | 0.9 | % | ||||||||||||||
Fair value of warrants issued in Notes and Warrants Purchase Agreement | $ | 1,647 | $ | 0.51 | $ | 0.49 | 128 | % | 5.5 | 0.81 | % | ||||||||||||||
Fair Value of warrants issued in Amendment 1 | 255 | 0.56 | 0.57 | 128 | % | 5.5 | 0.82 | % | |||||||||||||||||
Fair Value of warrants issued in Amendment 2 | 270 | 0.64 | 0.69 | 129 | % | 5.5 | 0.81 | % | |||||||||||||||||
Fair Value of warrants issued in Amendment 3 | 386 | 0.28 | 0.34 | 136 | % | 5.5 | 0.67 | % | |||||||||||||||||
Fair Value of warrants issued in Amendment 4 | 364 | 0.28 | 0.38 | 139 | % | 5.5 | 0.85 | % | |||||||||||||||||
Change in fair value included in statement of operations | (1,746 | ) | - | - | - | - | - | ||||||||||||||||||
Fair Value of Exercised Warrants | (488 | ) | 0.28 | 0.65 | 141 | % | 4.7 | 0.58 | % | ||||||||||||||||
Balance at December 31, 2012 | $ | 4,169 | $ | 0.28 | $ | 0.46 | 146 | % | 4.64 | 0.66 | % | ||||||||||||||
Schedule of fair value liability of price adjustable subscription investment units determined by Level 3 | ' | ||||||||||||||||||||||||
Weighted average as of each measurement date | |||||||||||||||||||||||||
Fair value | |||||||||||||||||||||||||
liability for price | |||||||||||||||||||||||||
adjustable | |||||||||||||||||||||||||
subscription | Contractual | Risk | |||||||||||||||||||||||
investment units | Exercise | Stock | life | free | |||||||||||||||||||||
(in thousands) | Price | Price | Volatility | (in years) | rate | ||||||||||||||||||||
Balance at January 1, 2011 | $ | 1,483 | $ | 13.3 | $ | 15.5 | 79 | % | 1.2 | 0.3 | % | ||||||||||||||
Reclassification to equity upon exercise | (302 | ) | 2.3 | 3.2 | 103 | % | 0.7 | 0.2 | % | ||||||||||||||||
Change in fair value included in statement of operations | (1,177 | ) | - | - | - | - | - | ||||||||||||||||||
Balance at December 31, 2011 | $ | 4 | $ | 0.89 | $ | 0.89 | 115 | % | 0.2 | - | |||||||||||||||
Expiration of unexercised units | (4 | ) | - | - | - | - | - | ||||||||||||||||||
Balance at December 31, 2012 | $ | - | $ | - | $ | - | - | - | - | ||||||||||||||||
Schedule of revenue from collaborators | ' | ||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2011 | 2012 | ||||||||||||||||||||||||
Monsanto | 9 | % | 37 | % | |||||||||||||||||||||
Novartis | 1 | % | 25 | % | |||||||||||||||||||||
Debiopharm S.A. | 21 | % | 14 | % | |||||||||||||||||||||
Tekmira | - | 7 | % | ||||||||||||||||||||||
ProNAI | - | 7 | % | ||||||||||||||||||||||
Mirna Therapeutics | 19 | % | 7 | % | |||||||||||||||||||||
Others | 5 | % | 3 | % | |||||||||||||||||||||
Roche | 45 | % | - | ||||||||||||||||||||||
Total | 100 | % | 100 | % | |||||||||||||||||||||
Schedule of anti-dilutive securities | ' | ||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2011 | 2012 | ||||||||||||||||||||||||
Stock options outstanding | 578,257 | 284,829 | |||||||||||||||||||||||
Warrants | 6,261,978 | 11,916,801 | |||||||||||||||||||||||
Subscription investment units | 25,000 | - | |||||||||||||||||||||||
Shares issuable on optional debt conversion | - | 10,284,323 | |||||||||||||||||||||||
Total | 6,865,235 | 22,485,953 | |||||||||||||||||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2012 | |||||||||
Property and Equipment [Abstract] | ' | ||||||||
Schedule of property and equipment | ' | ||||||||
(In thousands) | 2011 | 2012 | |||||||
Furniture and fixtures | $ | 832 | $ | - | |||||
Machinery and equipment | 5,374 | - | |||||||
Computer equipment and software | 1,191 | - | |||||||
Leasehold improvements | 4,285 | - | |||||||
11,682 | - | ||||||||
Less accumulated depreciation and amortization | 9,253 | - | |||||||
Net property and equipment | $ | 2,429 | $ | - | |||||
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2012 | |||||||||
Restructuring Charges (Abstract) | ' | ||||||||
Schedule of components of restructuring expense | ' | ||||||||
Year ended December 31, | |||||||||
(In thousands) | 2011 | 2012 | |||||||
Property and equipment disposal | $ | - | $ | 1,523 | |||||
Facility related charges | 1,390 | 146 | |||||||
Employee severance and termination benefits (including stock-based compensation charges) | - | 12 | |||||||
Total restructuring | $ | 1,390 | $ | 1,681 | |||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2012 | |||||||||
Stockholders' Equity [Abstract] | ' | ||||||||
Schedule of warrant related activity | ' | ||||||||
Weighted | |||||||||
Warrant | Average | ||||||||
Shares | Exercise Price | ||||||||
Outstanding, January 1, 2011 | 383,020 | $ | 46.4 | ||||||
Issued | 8,111,798 | 3.32 | |||||||
Exercised or cancelled | (2,232,840 | ) | 1.4 | ||||||
Outstanding, January 1, 2012 | 6,261,978 | $ | 3.82 | ||||||
Issued | 7,770,793 | 0.47 | |||||||
Exercised or cancelled | (2,115,970 | ) | 0.28 | ||||||
Outstanding, December 31, 2012 | 11,916,801 | $ | 1.71 | ||||||
Expiring in 2013 | - | ||||||||
Expiring in 2014 | 95,631 | ||||||||
Expiring in 2015 | 285,345 | ||||||||
Expiring thereafter | 11,535,825 | ||||||||
Schedule of summary of subscription investment unit activity | ' | ||||||||
Weighted | |||||||||
Average | |||||||||
Subscription Units | Unit Shares | Exercise Price | |||||||
Outstanding, January 1, 2011 | 242,355 | $ | 12.5 | ||||||
Exercised | (217,355 | ) | 2.3 | ||||||
Outstanding, December 31, 2011 | 25,000 | $ | 0.89 | ||||||
Expired | (25,000 | ) | 0.89 | ||||||
Outstanding, December 31, 2012 | - | $ | - | ||||||
Stock_Incentive_Plans_Tables
Stock Incentive Plans (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2012 | |||||||||||||||||||||
Stock Incentive Plans [Abstract] | ' | ||||||||||||||||||||
Schedule of stock-based compensation expense | ' | ||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
(In thousands) | 2011 | 2012 | |||||||||||||||||||
Research and development | $ | 422 | $ | 385 | |||||||||||||||||
General and administrative | 505 | 416 | |||||||||||||||||||
Total | $ | 927 | $ | 801 | |||||||||||||||||
Schedule of stock option activity | ' | ||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
2011 | 2012 | ||||||||||||||||||||
Weighted | Weighted | ||||||||||||||||||||
Average | Average | ||||||||||||||||||||
Exercise | Exercise | ||||||||||||||||||||
Shares | Price | Shares | Price | ||||||||||||||||||
Outstanding on January 1 | 264,106 | $ | 69.3 | 578,257 | $ | 26.22 | |||||||||||||||
Granted | 392,976 | 2.03 | - | - | |||||||||||||||||
Forfeited/Expired | (78,825 | ) | 49.85 | (293,428 | ) | 7.53 | |||||||||||||||
Outstanding on December 31 | 578,257 | $ | 26.22 | 284,829 | $ | 39.46 | |||||||||||||||
Exercisable as of December 31 | 193,404 | $ | 71.15 | 194,058 | $ | 56.62 | |||||||||||||||
Schedule of summary of additional information on stock options outstanding | ' | ||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Weighted-Average | Weighted | Weighted | |||||||||||||||||||
Remaining | Average | Average | |||||||||||||||||||
Range of Exercise | Number | Contractual Life | Exercise | Number | Exercise | ||||||||||||||||
Prices | Outstanding | (Years) | Price | Exercisable | Price | ||||||||||||||||
$2.00 - $2.20 | 154,288 | 8.66 | $ | 2.02 | 95,793 | $ | 2.02 | ||||||||||||||
$11.60 - $50.00 | 39,406 | 6.41 | 37.61 | 31,072 | 38.31 | ||||||||||||||||
$50.01 - $90.80 | 56,463 | 5.84 | 70.29 | 42,239 | 69.38 | ||||||||||||||||
$127.60 - $207.60 | 33,666 | 5.45 | 148.2 | 24,078 | 152.48 | ||||||||||||||||
$420.00 - $588.80 | 1,006 | 2.8 | 485.37 | 876 | 482.24 | ||||||||||||||||
Totals | 284,829 | 7.39 | $ | 39.46 | 194,058 | $ | 43.33 | ||||||||||||||
Exercisable | 194,058 | 7.26 | |||||||||||||||||||
Schedule of weighted average assumptions used to estimate fair value of stock options award using black-scholes valuation model | ' | ||||||||||||||||||||
2011 | |||||||||||||||||||||
Risk free interest rate | 1.2 | % | |||||||||||||||||||
Expected stock volatility | 118 | % | |||||||||||||||||||
Expected option life | 6.0 years | ||||||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2012 | |||||||||
Income Taxes [Abstract] | ' | ||||||||
Schedule of deferred tax assets, liabilities and valuation allowance | ' | ||||||||
Year Ended December 31, | |||||||||
(In thousands) | 2011 | 2012 | |||||||
Deferred tax assets: | |||||||||
Net operating loss carryforwards | $ | 107,587 | $ | 107,978 | |||||
Tax credit carryforwards | 11,089 | 10,680 | |||||||
Depreciation and amortization | 4,917 | 3,728 | |||||||
Other | 2,837 | 254 | |||||||
Total deferred tax assets | 126,430 | 122,640 | |||||||
Valuation allowance | (126,430 | ) | (122,640 | ) | |||||
Net deferred tax assets | - | - | |||||||
Deferred tax liabilities: | |||||||||
Intangible assets | (2,345 | ) | (2,384 | ) | |||||
Net deferred tax liabilities | $ | (2,345 | ) | $ | (2,384 | ) | |||
Business_Liquidity_and_Summary3
Business, Liquidity and Summary of Significant Accounting Policies (Details) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||
Liabilities: | ' | ' |
Fair value liability for price adjustable warrants | $4,169 | $3,481 |
Fair value liability for price adjustable subscription investment units | ' | 4 |
Fair value liability for shares to be issued | 901 | ' |
Fair value on recurring basis | ' | ' |
Liabilities: | ' | ' |
Fair value liability for price adjustable warrants | 4,169 | 3,481 |
Fair value liability for price adjustable subscription investment units | ' | 4 |
Fair value liability for shares to be issued | 901 | ' |
Total liabilities at fair value | 4,169 | 3,485 |
Fair value on recurring basis | Level 1 | ' | ' |
Liabilities: | ' | ' |
Fair value liability for price adjustable warrants | ' | ' |
Fair value liability for price adjustable subscription investment units | ' | ' |
Fair value liability for shares to be issued | 901 | ' |
Total liabilities at fair value | 901 | ' |
Fair value on recurring basis | Level 2 | ' | ' |
Liabilities: | ' | ' |
Fair value liability for price adjustable warrants | ' | ' |
Fair value liability for price adjustable subscription investment units | ' | ' |
Fair value liability for shares to be issued | ' | ' |
Total liabilities at fair value | ' | ' |
Fair value on recurring basis | Level 3 | ' | ' |
Liabilities: | ' | ' |
Fair value liability for price adjustable warrants | 4,169 | 3,481 |
Fair value liability for price adjustable subscription investment units | ' | 4 |
Total liabilities at fair value | $5,070 | $3,485 |
Business_Liquidity_and_Summary4
Business, Liquidity and Summary of Significant Accounting Policies (Details 1) (Accrued restructuring liability, Level 3, USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 |
Accrued restructuring liability | Level 3 | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' |
Balance, January 1 | ' | $460 |
Accruals | 860 | 1,298 |
Payments in cash and other decreases | -468 | -368 |
Common stock issued to terminate lease | ' | -1,482 |
Accretion | ' | 92 |
Balance, December 31 | $392 | ' |
Business_Liquidity_and_Summary5
Business, Liquidity and Summary of Significant Accounting Policies (Details 2) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' |
Reclassification to equity upon elimination of price adjustment feature | $488 | ' | ' |
Stock Price [Roll Forward] | ' | ' | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, stock price | $0.38 | ' | ' |
Fair Value Liability For Price Adjustable Warrants | Level 3 | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' |
Beginning balance | 3,481 | 1,783 | ' |
Reclassification to equity upon elimination of price adjustment feature | ' | -620 | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement | 1,647 | 7,855 | ' |
Change in fair value included in statement of operations | -1,746 | -5,537 | ' |
Fair Value of Exercised Warrants | -488 | ' | ' |
Ending balance | 4,169 | 3,481 | 1,783 |
Exercise Price [Roll Forward] | ' | ' | ' |
Beginning balance | $0.76 | $14.30 | ' |
Reclassification to equity upon elimination of price adjustment feature, exercise price | ' | $10.60 | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, exercise price | $0.51 | $3 | ' |
Fair value of exercised warrants, exercise price | $0.28 | ' | ' |
Ending balance | $0.28 | $0.76 | $14.30 |
Stock Price [Roll Forward] | ' | ' | ' |
Beginning balance | $0.89 | $15.50 | ' |
Reclassification to equity upon elimination of price adjustment feature, stock price | ' | $10.90 | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, stock price | $0.49 | $2.30 | ' |
Fair value of exercised warrants, stock price | $0.65 | ' | ' |
Ending balance | $0.46 | $0.89 | $15.50 |
Volatility [Roll Forward] | ' | ' | ' |
Beginning balance | 124.00% | 127.00% | ' |
Reclassification to equity upon elimination of price adjustment feature, volatility | ' | 122.00% | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, volatility | 128.00% | 116.00% | ' |
Fair value of exercised warrants, volatility | 141.00% | ' | ' |
Ending balance | 146.00% | 124.00% | 127.00% |
Contractual Life In Years [Roll Forward] | ' | ' | ' |
Contractual Life (In Years) | '4 years 7 months 20 days | '5 years 4 months 24 days | '4 years 4 months 24 days |
Reclassification to equity upon elimination of price adjustment feature, exercised term | ' | '4 years 9 months 18 days | ' |
Fair value of warrants issued, term | '5 years 6 months | '6 years | ' |
Fair value of exercised warrants, exercised term | '4 years 8 months 12 days | ' | ' |
Risk Free [Roll Forward] | ' | ' | ' |
Beginning balance | 0.90% | 1.80% | ' |
Reclassification to equity upon elimination of price adjustment feature, risk free rate | ' | 2.30% | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, risk free rate | 0.81% | 2.10% | ' |
Fair value of exercised warrants, risk free rate | 0.58% | ' | ' |
Ending balance | 0.66% | 0.90% | 1.80% |
Fair Value Liability For Price Adjustable Warrants | Level 3 | Fair Value of warrants issued in Amendment 1 | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement | 255 | ' | ' |
Exercise Price [Roll Forward] | ' | ' | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, exercise price | $0.56 | ' | ' |
Stock Price [Roll Forward] | ' | ' | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, stock price | $0.57 | ' | ' |
Volatility [Roll Forward] | ' | ' | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, volatility | 128.00% | ' | ' |
Contractual Life In Years [Roll Forward] | ' | ' | ' |
Fair value of warrants issued, term | '5 years 6 months | ' | ' |
Risk Free [Roll Forward] | ' | ' | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, risk free rate | 0.82% | ' | ' |
Fair Value Liability For Price Adjustable Warrants | Level 3 | Fair Value of warrants issued in Amendment 2 | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement | 270 | ' | ' |
Exercise Price [Roll Forward] | ' | ' | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, exercise price | $0.64 | ' | ' |
Stock Price [Roll Forward] | ' | ' | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, stock price | $0.69 | ' | ' |
Volatility [Roll Forward] | ' | ' | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, volatility | 129.00% | ' | ' |
Contractual Life In Years [Roll Forward] | ' | ' | ' |
Fair value of warrants issued, term | '5 years 6 months | ' | ' |
Risk Free [Roll Forward] | ' | ' | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, risk free rate | 0.81% | ' | ' |
Fair Value Liability For Price Adjustable Warrants | Level 3 | Fair Value of warrants issued in Amendment 3 | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement | 386 | ' | ' |
Exercise Price [Roll Forward] | ' | ' | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, exercise price | $0.28 | ' | ' |
Stock Price [Roll Forward] | ' | ' | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, stock price | $0.34 | ' | ' |
Volatility [Roll Forward] | ' | ' | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, volatility | 136.00% | ' | ' |
Contractual Life In Years [Roll Forward] | ' | ' | ' |
Fair value of warrants issued, term | '5 years 6 months | ' | ' |
Risk Free [Roll Forward] | ' | ' | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, risk free rate | 0.67% | ' | ' |
Fair Value Liability For Price Adjustable Warrants | Level 3 | Fair Value of warrants issued in Amendment 4 | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement | $364 | ' | ' |
Exercise Price [Roll Forward] | ' | ' | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, exercise price | $0.28 | ' | ' |
Stock Price [Roll Forward] | ' | ' | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, stock price | $0.38 | ' | ' |
Volatility [Roll Forward] | ' | ' | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, volatility | 139.00% | ' | ' |
Contractual Life In Years [Roll Forward] | ' | ' | ' |
Fair value of warrants issued, term | '5 years 6 months | ' | ' |
Risk Free [Roll Forward] | ' | ' | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, risk free rate | 0.85% | ' | ' |
Business_Liquidity_and_Summary6
Business, Liquidity and Summary of Significant Accounting Policies (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' |
Reclassification to equity upon elimination of price adjustment feature | $488 | ' | ' |
Fair Value Liability For Price Adjustable Subscription Investment Unit | Level 3 | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' |
Beginning balance | 4 | 1,483 | ' |
Reclassification to equity upon elimination of price adjustment feature | ' | -302 | ' |
Change in fair value included in statement of operations | ' | -1,177 | ' |
Expiration of unexercised units | -4 | ' | ' |
Ending balance | ' | $4 | $1,483 |
Exercise Price [Roll Forward] | ' | ' | ' |
Beginning balance | $0.89 | $13.30 | ' |
Reclassification to equity upon elimination of price adjustment feature, exercise price | ' | $2.30 | ' |
Ending balance | ' | $0.89 | $13.30 |
Stock Price [Roll Forward] | ' | ' | ' |
Beginning balance | $0.89 | $15.50 | ' |
Reclassification to equity upon elimination of price adjustment feature, stock price | ' | $3.20 | ' |
Ending balance | ' | $0.89 | $15.50 |
Volatility [Roll Forward] | ' | ' | ' |
Beginning balance | 115.00% | 79.00% | ' |
Reclassification to equity upon elimination of price adjustment feature, volatility | ' | 103.00% | ' |
Ending balance | ' | 115.00% | 79.00% |
Contractual Life In Years [Roll Forward] | ' | ' | ' |
Contractual Life (In Years) | ' | '2 months 12 days | '1 year 2 months 12 days |
Reclassification to equity upon elimination of price adjustment feature, exercised term | ' | '8 months 12 days | ' |
Risk Free [Roll Forward] | ' | ' | ' |
Beginning balance | ' | 0.30% | ' |
Reclassification to equity upon elimination of price adjustment feature, risk free rate | ' | 0.20% | ' |
Ending balance | ' | ' | 0.30% |
Business_Liquidity_and_Summary7
Business, Liquidity and Summary of Significant Accounting Policies (Details 4) (Sales revenue) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Concentration Risk [Line Items] | ' | ' |
Total | 100.00% | 100.00% |
Monsanto | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Total | 37.00% | 9.00% |
Novartis | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Total | 25.00% | 1.00% |
Debiopharm S.A. | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Total | 14.00% | 21.00% |
Tekmira | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Total | 7.00% | ' |
ProNAI | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Total | 7.00% | ' |
Mirna Therapeutics | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Total | 7.00% | 19.00% |
Others | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Total | 3.00% | 5.00% |
Roche | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Total | ' | 45.00% |
Business_Liquidity_and_Summary8
Business, Liquidity and Summary of Significant Accounting Policies (Details 5) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities | 22,485,953 | 6,865,235 |
Stock options outstanding | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities | 284,829 | 578,257 |
Warrants | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities | 11,916,801 | 6,261,978 |
Subscription investment units | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities | ' | 25,000 |
Shares issuable on optional debt conversion | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities | 10,284,323 | ' |
Business_Liquidity_and_Summary9
Business, Liquidity and Summary of Significant Accounting Policies (Detail Textuals) (USD $) | 12 Months Ended | 12 Months Ended | 0 Months Ended | 14 Months Ended | 15 Months Ended | 0 Months Ended | |||||||||
Dec. 31, 2012 | Dec. 31, 2011 | 31-May-12 | Mar. 31, 2012 | Feb. 29, 2012 | Feb. 28, 2011 | Feb. 27, 2011 | Dec. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2012 | Mar. 07, 2014 | Feb. 24, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 07, 2014 | |
Minimum | Maximum | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Series C Preferred Stock | |||||||||
Subsequent Event | |||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated deficit | ($329,740,000) | ($320,194,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Working capital deficit | -4,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrestricted cash | 216,000 | 976,000 | ' | ' | ' | ' | ' | 1,066,000 | ' | ' | ' | ' | ' | ' | ' |
Business, Going Concern And Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financing consumed to run minimized business operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' |
Aggregate principal and interest amount of promissory notes | 1,176,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' |
Number of shares issuable through promissory notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' |
Sale of Series C Convertible Preferred Stock to purchase one share of common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200 |
Sale of warrants to purchase one share of common stock | ' | ' | ' | 800,000 | 3,700,000 | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' |
Exercise price of warrants | 0.28 | 1.2 | 0.28 | 0.75 | ' | 10.6 | 20.3 | ' | ' | ' | 0.75 | ' | ' | 0.89 | ' |
Proceeds from sales of common shares, warrants and subscription investment units, net | $1,112,000 | $12,433,000 | ' | ' | ' | ' | ' | ' | ' | ' | $6,000,000 | ' | ' | ' | ' |
Useful life | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '5 years | ' | ' | ' | ' | ' |
Depreciation method | 'straight-line method | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate on notes payable | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss_on_impairment_of_intangib1
Loss on impairment of intangible assets (Detail Textuals) (Cequent Pharmaceuticals, Inc., USD $) | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2011 | |
Business Acquisition [Line Items] | ' | ' | ' |
Intangible assets | $22,734,000 | $46,900,000 | $6,700,000 |
Fair value discount rate | 23.00% | 22.00% | 26.00% |
Loss on impairment of intangible assets | ' | ' | 16,000,000 |
Familial Adenomatous Polyposis (FAP) | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Intangible assets | 19,300,000 | 40,300,000 | 5,700,000 |
tkRNAi | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Intangible assets | $3,400,000 | $6,600,000 | $1,000,000 |
Loss_on_impairment_of_intangib2
Loss on impairment of intangible assets (Detail Textuals 1) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 31, 2010 |
Business Acquisition [Line Items] | ' | ' | ' |
Acquired deferred tax assets for federal and state net operating loss carry-forwards | $107,978,000 | $107,587,000 | ' |
Deferred tax liability | 2,384,000 | 2,345,000 | ' |
Cequent Pharmaceuticals, Inc. | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Acquired deferred tax assets for federal and state net operating loss carry-forwards | 7,000,000 | ' | ' |
Tax credit carry-forwards | 1,100,000 | ' | ' |
Intangible assets | 46,900,000 | 6,700,000 | 22,734,000 |
Deferred tax liability | 8,000,000 | ' | ' |
Deferred tax assets related to acquired assets | 6,800,000 | ' | ' |
Deferred tax assets, valuation allowance | $1,200,000 | $1,100,000 | ' |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Gross, property and equipment | ' | $11,682 |
Less accumulated depreciation and amortization | ' | 9,253 |
Net property and equipment | ' | 2,429 |
Furniture and fixtures | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Gross, property and equipment | ' | 832 |
Machinery and equipment | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Gross, property and equipment | ' | 5,374 |
Computer equipment and software | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Gross, property and equipment | ' | 1,191 |
Leasehold improvements | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Gross, property and equipment | ' | $4,285 |
Property_and_Equipment_Detail_
Property and Equipment (Detail Textuals) (USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2012 |
Property and Equipment [Abstract] | ' |
Amount of sale used for company equipment | $0.48 |
Restructuring_Charges_Details
Restructuring Charges (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring charges | ' | $1,681 | $1,390 |
Property and equipment disposal | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring charges | ' | 1,523 | ' |
Facility related charges | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring charges | ' | 146 | 1,390 |
Employee severance and termination benefits (including stock-based compensation charges) | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Restructuring charges | $12 | $12 | ' |
Restructuring_Charges_Detail_T
Restructuring Charges (Detail Textuals) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||
Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2012 | Dec. 31, 2012 | Oct. 31, 2012 | Sep. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | |
Facility | Facility | Facility | Facility | Facility | Facility | Facility | Employee severance and termination | Employee severance and termination | Employee severance and termination | |||
Cambridge operations | Cambridge operations | Washington facility | Washington facility | |||||||||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share issued to landlord (in shares) | ' | ' | 780,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of common shares issued | ' | ' | $1,500,000 | ' | ' | ' | ' | ' | $450,000 | ' | ' | ' |
Restructuring charges including accretion of the accrued restructuring liability and other facility-related costs | ' | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring charges | 1,681,000 | 1,390,000 | ' | 146,000 | 1,390,000 | 45,000 | 150,000 | ' | 1,100,000 | 12,000 | 12,000 | ' |
Restructuring expected cost | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' |
Restructuring expected cost remaining | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' |
Number of shares to be issuable on certain future financing events | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' |
Value of shares to be issuable on certain future financing events | ' | ' | ' | ' | ' | ' | ' | ' | 450,000 | ' | ' | ' |
Gain on lease termination | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | 1,100,000 | ' | ' | ' |
Future rent charges | ' | ' | ' | ' | ' | ' | ' | ' | $850,000 | ' | ' | ' |
Notes_Payable_Detail_Textuals
Notes Payable (Detail Textuals) (USD $) | Dec. 31, 2012 | 31-May-12 | Mar. 31, 2012 | Feb. 29, 2012 | Dec. 31, 2011 | Feb. 28, 2011 | Feb. 27, 2011 | Feb. 29, 2012 | Feb. 29, 2012 |
In Millions, except Share data in Thousands, unless otherwise specified | Price adjustable warrants | Notes Payable | |||||||
Price adjustable warrants | |||||||||
Investor | |||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes payable | ' | ' | ' | ' | ' | ' | ' | ' | $1.50 |
Interest rate on notes payable | 10.00% | ' | ' | ' | ' | ' | ' | ' | 15.00% |
Number of investors | ' | ' | ' | ' | ' | ' | ' | ' | 2 |
Number of shares called by issuing warrants | ' | ' | 800 | 3,700 | ' | ' | ' | 3,200 | 3,690 |
Exercise price of warrants | 0.28 | 0.28 | 0.75 | ' | 1.2 | 10.6 | 20.3 | ' | 0.508 |
Notes_Payable_Detail_Textuals_
Notes Payable (Detail Textuals 1) (USD $) | 12 Months Ended | 14 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||||||
Dec. 31, 2012 | 31-May-12 | Mar. 31, 2012 | Feb. 29, 2012 | Dec. 31, 2011 | Feb. 28, 2011 | Feb. 27, 2011 | Feb. 24, 2014 | Mar. 07, 2014 | Dec. 31, 2013 | Feb. 29, 2012 | Dec. 31, 2012 | Feb. 29, 2012 | 31-May-12 | 31-May-12 | Aug. 31, 2012 | Oct. 31, 2012 | |
Subsequent Event | Subsequent Event | Subsequent Event | Price adjustable warrants | Notes Payable | Notes Payable | Notes Payable | Notes Payable | Notes Payable | Notes Payable | ||||||||
Price adjustable warrants | Price adjustable warrants | Price adjustable warrants | Price adjustable warrants | Price adjustable warrants | |||||||||||||
Amendment One | Amendment Two | Amendment Three | Amendment Four | ||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Mandatory prepayment of additional price adjustable warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' |
Number of shares called by issuing warrants | ' | ' | 800,000 | 3,700,000 | ' | ' | ' | ' | 6,000,000 | ' | 3,200,000 | ' | 3,690,000 | 490,000 | 425,000 | 1,250,000 | 1,040,000 |
Exercise price of warrants | 0.28 | 0.28 | 0.75 | ' | 1.2 | 10.6 | 20.3 | ' | 0.75 | 0.89 | ' | ' | 0.508 | 0.508 | 0.508 | 0.28 | 0.28 |
Minimum effective price protection in event of certain mergers or acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.38 | ' |
Notes payable, interest expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,690,000 | ' | ' | ' | ' | ' |
Loss on debt extinguishment | -1,725,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on the change in the fair value of embedded derivatives | 708,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal and interest amount of promissory notes | $1,176,000 | ' | ' | ' | ' | ' | ' | $1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares issuable through promissory notes | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Number of warrants | ' | ' |
Warrants outstanding | 6,261,978 | 383,020 |
Warrant issued | 7,770,793 | 8,111,798 |
Warrant exercised or cancelled | -2,115,970 | -2,232,840 |
Warrants outstanding | 11,916,801 | 6,261,978 |
Weighted average exercise price | ' | ' |
Warrants outstanding, weighted average exercise price | $3.82 | $46.40 |
Warrants issued, weighted average exercise price | $0.47 | $3.32 |
Warrants exercised or cancelled weighted average exercise price | $0.28 | $1.40 |
Warrants outstanding, weighted average exercise price | $1.71 | $3.82 |
Expiring in 2013 | ' | ' |
Expiring in 2014 | 95,631 | ' |
Expiring in 2015 | 285,345 | ' |
Expiring thereafter | 11,535,825 | ' |
Stockholders_Equity_Details_1
Stockholders' Equity (Details 1) (Subscription units, USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Subscription units | ' | ' |
Unit Shares | ' | ' |
Outstanding | 25,000 | 242,355 |
Exercised | ' | -217,355 |
Expired | -25,000 | ' |
Outstanding | ' | 25,000 |
Weighted Average Exercise Price | ' | ' |
Unit Shares beginning balance | $0.89 | $12.50 |
Exercised | ' | $2.30 |
Expired | $0.89 | ' |
Unit Shares beginning balance | ' | $0.89 |
Stockholders_Equity_Preferred_
Stockholders' Equity (Preferred Stock) (Details) (USD $) | Dec. 31, 2012 | 31-May-12 | Mar. 31, 2012 | Feb. 29, 2012 | Dec. 31, 2011 | Feb. 28, 2011 | Feb. 27, 2011 | Mar. 07, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Apr. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Mar. 31, 2014 | Mar. 07, 2014 |
In Millions, except Share data, unless otherwise specified | Subsequent Event | Subsequent Event | Series B Preferred Stock Purchase Agreement | Series B Preferred Stock Purchase Agreement | Series A Junior Participating Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Series C Preferred Stock | |||||||
Subsequent Event | |||||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | 100,000 | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90,000 | 1,000 | ' | 1,200 |
Proceeds from issuance of preferred stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6 | ' |
Term of agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' |
Preferred stock, value of shares available under purchase agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5 | ' | ' | ' | ' | ' |
Number of warrants called by common stock | ' | ' | 800,000 | 3,700,000 | ' | ' | ' | 6,000,000 | ' | ' | 1,310,000 | ' | ' | ' | ' |
Exercise price of warrants | 0.28 | 0.28 | 0.75 | ' | 1.2 | 10.6 | 20.3 | 0.75 | 0.89 | ' | 1.34 | ' | ' | ' | ' |
Stockholders_Equity_Common_Sto
Stockholders' Equity (Common Stock) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||||||||||
Dec. 31, 2012 | Sep. 30, 2012 | 31-May-12 | Mar. 31, 2012 | Feb. 28, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 14, 2011 | Feb. 27, 2011 | Mar. 07, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Sep. 30, 2012 | Jan. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2011 | Oct. 31, 2011 | Dec. 31, 2012 | Feb. 28, 2011 | Jun. 30, 2012 | 31-May-11 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2012 | 31-May-11 | Jun. 29, 2011 | 31-May-11 | Jul. 12, 2011 | Jul. 12, 2011 | Jun. 29, 2011 | Mar. 31, 2012 | |
Subsequent Event | Subsequent Event | Subsequent Event | Novosom | Novosom | Novosom | Novosom | Lease Termination - 3450 Monte Villa Parkway, Bothell, Washington Property | Stock Purchase Agreement | Series B Warrants | Public Offering One | Public Offering One | Public Offering One | Public Offering One | Public Offering One | Public Offering One | Public Offering One | Public Offering One | Public Offering Two | Public Offering Two | Public Offering Two | Public Offering Two | Public Offering Three | ||||||||||
Subsequent Event | Series A Warrants | Series A Warrants | Series A Warrants | Series A Warrants | Series B Warrants | Series B Warrants | Series B Warrants | Series A Warrants | Series B Warrants | Series B Warrants | ||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 180,000,000 | ' | ' | ' | ' | 180,000,000 | 180,000,000 | 90,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from sales of common shares, warrants and subscription investment units, net | ' | ' | ' | ' | ' | $1,112,000 | $12,433,000 | ' | ' | $6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | $3,100,000 | $4,500,000 | ' | ' | ' | ' | $2,200,000 | ' | ' | $6,300,000 | ' | $2,000,000 | $1,100,000 | $1,100,000 |
Number of units issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | 2,230,000 | ' | ' | ' | ' |
Number of common shares issued per unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants issued per unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.1746 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales price per share of common stock sold through offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.75 |
Shares issued during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,600,000 |
Fair value of shares to be issued | 650,000 | ' | ' | ' | ' | 650,000 | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common shares issued during period through exercise of warrants | 1,200,000 | ' | ' | ' | 70,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800,000 |
Number of warrants issued | ' | ' | ' | ' | ' | 7,770,793 | 8,111,798 | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 710,000 | 2,230,000 | ' | ' | ' | 2,230,000 | ' | 2,230,000 | 1,500,000 | ' | ' | ' |
Share-based compensation issued, value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation issued, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 780,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of units that can be purchased per one Series B warrant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' |
Purchase price per unit purchased through Series B warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3.10 | ' | ' | ' | ' | ' | ' |
Number of warrants exercised | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 710,000 | 2,230,000 | ' | ' | ' | 1,500,000 | 600,000 | ' |
Shares issued for cashless exercise | 400,000 | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price of shares issued for cashless exercise | 810,000 | ' | 810,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants | 0.28 | ' | 0.28 | 0.75 | 10.6 | 0.28 | 1.2 | ' | 20.3 | 0.75 | 0.89 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.9 | 0.28 | 1.2 | ' | 3.1 | 1.28 | ' | ' | ' | 3.1 | ' |
Reclassification of fair value liability for price adjustable warrants exercised | ' | ' | ' | ' | ' | 488,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional net proceeds recorded from sale of equity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,100,000 | ' | ' | ' | ' | ' | ' |
Value of shares issued to landlord | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount owned from vendors | ' | ' | ' | ' | ' | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock shares reserve for settlement of loan | ' | ' | ' | ' | ' | 3,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding amount of loan from vendor | ' | ' | ' | ' | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued during period for settlement of outstanding amounts due to vendors | ' | ' | ' | ' | ' | 3,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares to be issued during period for settlement of outstanding amounts due to vendor | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of shares issued during period for settlement of outstanding amounts due to vendors | ' | ' | ' | ' | ' | 40,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Value of stock agreed to be purchased under agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Description of consideration for sub-licensed lipid-delivery technology | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'As part of the Novosom agreement we are obligated to pay Novosom 30% of any payments received by us for sub-licensed lipid-delivery technology. The consideration is payable in a combination of cash (no more than 50% of total due) and common stock (between 50% and 100% of total due), at our discretion. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued as consideration for sub-licensed lipid-delivery technology | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 340,000 | 340,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110,000 | 110,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment of additional issuance of shares for future | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 510,000 | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of immediately vested restricted common stock to remaining non-officer employees | 360,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensation charge | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total shares issued under purchase agreement, prior to termination (In shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total shares issued under purchase agreement, prior to termination | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of voting right | 'one Vote | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued to employees under ESPP | ' | ' | ' | 3,908 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued during the period in settlement of amounts due under employment agreement and accrued management fees | 2,692,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Warrants_D
Stockholders' Equity (Warrants) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||||||||||
Dec. 31, 2012 | Feb. 28, 2011 | Dec. 31, 2012 | Dec. 31, 2011 | 31-May-12 | Mar. 31, 2012 | Feb. 29, 2012 | Feb. 27, 2011 | Mar. 07, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Feb. 29, 2012 | Feb. 29, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2012 | Feb. 28, 2011 | Jun. 30, 2012 | 31-May-11 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 30, 2012 | 31-May-11 | Jun. 29, 2011 | 31-May-11 | Jul. 12, 2011 | Jul. 12, 2011 | Jun. 29, 2011 | Feb. 29, 2012 | Dec. 31, 2012 | |
Subsequent Event | Subsequent Event | Placement agent | Price adjustable warrants | Notes Payable | Warrants | Series B Warrants | Series B Warrants | Public Offering One | Public Offering One | Public Offering One | Public Offering One | Public Offering One | Public Offering One | Public Offering One | Public Offering One | Public Offering Two | Public Offering Two | Public Offering Two | Public Offering Two | Amended Note And Warrant Purchase Agreement | Amended Note And Warrant Purchase Agreement | |||||||||
Price adjustable warrants | Consultant | Series A Warrants | Series A Warrants | Series A Warrants | Series A Warrants | Series B Warrants | Series B Warrants | Series B Warrants | Series A Warrants | Series B Warrants | Series B Warrants | |||||||||||||||||||
Subsequent Event | ||||||||||||||||||||||||||||||
Stockholders Equity Note [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common shares issued during period through exercise of warrants | 1,200,000 | 70,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales price per share of common stock sold through offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants issued | ' | ' | 7,770,793 | 8,111,798 | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | 710,000 | 2,230,000 | ' | ' | ' | 2,230,000 | ' | 2,230,000 | 1,500,000 | ' | ' | ' | ' |
Exercise price of warrants | 0.28 | 10.6 | 0.28 | 1.2 | 0.28 | 0.75 | ' | 20.3 | 0.75 | 0.89 | ' | ' | 0.508 | 0.89 | ' | ' | ' | ' | 3.9 | 0.28 | 1.2 | ' | 3.1 | 1.28 | ' | ' | ' | 3.1 | ' | 0.28 |
Number of warrants exercised | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 710,000 | 2,230,000 | ' | ' | ' | 1,500,000 | 600,000 | ' | ' |
Proceeds from sales of common shares, warrants and subscription investment units, net | ' | ' | $1,112,000 | $12,433,000 | ' | ' | ' | ' | $6,000,000 | ' | ' | ' | ' | ' | $3,100,000 | ' | $4,500,000 | ' | ' | ' | ' | $2,200,000 | ' | ' | $6,300,000 | ' | $2,000,000 | $1,100,000 | ' | ' |
Adjustment to equity due to change in exercise price of warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' |
Number of warrants expired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of notes payable and warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,500,000 | ' |
Interest rate on notes payable | 10.00% | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, stock price | ' | ' | $0.38 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of warrants called by common stock | ' | ' | ' | ' | ' | 800,000 | 3,700,000 | ' | 6,000,000 | ' | 1,300,000 | 3,200,000 | 3,690,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants, vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Subscripti
Stockholders' Equity (Subscription Investment Units) (Details) (USD $) | 1 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Nov. 30, 2010 |
Stockholders' Equity [Abstract] | ' |
Total shares available for purchase, subscription investment units | 0.24 |
Per share price of shares available for purchase, subscription investment units | $22.10 |
Description of subscription investment units | 'In November 2010, we issued subscription investment units to purchase 0.24 million shares of common stock at a per share exercise price of the lesser of $22.10 and 90% of the quotient of (x) the sum of the three lowest volume-weighted average price ("VWAP") of the common stock for any three trading days during the ten (10) consecutive trading day period ending and including the trading day immediately prior to the applicable exercise date, divided by (y) three. |
Stock_Incentive_Plans_StockBas
Stock Incentive Plans (Stock-Based Compensation Expense) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation | $801 | $927 |
Research and development | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation | 385 | 422 |
General and administrative | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation | $416 | $505 |
Stock_Incentive_Plans_Stock_Op
Stock Incentive Plans (Stock Option Activity) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Shares | ' | ' |
Outstanding on January 1 | 578,257 | 264,106 |
Granted | ' | 392,976 |
Forfeited/Expired | -293,428 | -78,825 |
Outstanding on December 31 | 284,829 | 578,257 |
Exercisable as of December 31 | 194,058 | 193,404 |
Weighted Average Exercise Price | ' | ' |
Outstanding on January 1 | $26.22 | $69.30 |
Granted | ' | $2.03 |
Forfeited/Expired | $7.53 | $49.85 |
Outstanding on December 31 | $39.46 | $26.22 |
Exercisable as of December 31 | $56.62 | $71.15 |
Recovered_Sheet1
Stock Incentive Plans (Stock options outstanding ) (Details) (USD $) | 12 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
Stock options | Stock options | Stock options | Stock options | Stock options | Stock options | ||||
$2.00 - $2.20 | $11.60 - $50.00 | $50.01 - $90.80 | $127.60 - $207.60 | $420.00 - $588.80 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lower range of price | ' | ' | ' | ' | $2 | $11.60 | $50.01 | $127.60 | $420 |
Upper range of price | ' | ' | ' | ' | $2.20 | $50 | $90.80 | $207.60 | $588.80 |
Options Outstanding, Number Outstanding | 578,257 | 284,829 | 264,106 | 284,829 | 154,288 | 39,406 | 56,463 | 33,666 | 1,006 |
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | '6 years | ' | ' | '7 years 4 months 21 days | '8 years 7 months 28 days | '6 years 4 months 28 days | '5 years 10 months 2 days | '5 years 5 months 12 days | '2 years 9 months 18 days |
Options Outstanding, Weighted Average Remaining Exercise Price | $26.22 | $39.46 | $69.30 | $39.46 | $2.02 | $37.61 | $70.29 | $148.20 | $485.37 |
Options Exercisable, Number Exercisable | 193,404 | 194,058 | ' | 194,058 | 95,793 | 31,072 | 42,239 | 24,078 | 876 |
Options Exercisable, Weighted Average Exercise Price | $71.15 | $56.62 | ' | $43.33 | $2.02 | $38.31 | $69.38 | $152.48 | $482.24 |
Options Outstanding, Weighted-Average Remaining Contractual Life, Exercisable (in years) | ' | ' | ' | '7 years 3 months 4 days | ' | ' | ' | ' | ' |
Stock_Incentive_Plans_Weighted
Stock Incentive Plans (Weighted Average Assumptions) (Details) | 12 Months Ended |
Dec. 31, 2011 | |
Stock Incentive Plans [Abstract] | ' |
Risk free interest rate | 1.20% |
Expected stock volatility | 118.00% |
Expected option life | '6 years |
Stock_Incentive_Plans_Detail_T
Stock Incentive Plans (Detail Textuals) (USD $) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Director | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Options to purchase shares of common stock outstanding | ' | 284,829 | 578,257 | 264,106 |
Common stock available for future grants or awards | ' | 610,000 | ' | ' |
Term of plan | ' | '10 years | ' | ' |
Vesting period | ' | '3 years | ' | ' |
Per-share fair value of stock options granted | ' | ' | $1.74 | ' |
Unrecognized compensation cost related to unvested stock options | ' | $350,000 | ' | ' |
Unrecognized compensation cost related to unvested stock options, recognition period | ' | '1 year 3 months 18 days | ' | ' |
Intrinsic value of options outstanding | ' | 0 | ' | ' |
Intrinsic value of options exercisable | ' | 0 | ' | ' |
Total grant date fair value of options vested | ' | $500,000 | $1,300,000 | ' |
Number of board of directors retired | ' | ' | ' | 3 |
Extend the exercise period for vested options | ' | ' | '90 days to four years | ' |
Stock-based compensation | ' | 801,000 | 927,000 | ' |
Common stock reserved for issuance | ' | 65,000 | ' | ' |
Proceeds from employee stock purchase plan purchases (in shares) | 3,908 | ' | ' | ' |
Restricted Stock Awards | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Fully vested restricted common stock granted to employees | ' | 360,000 | ' | ' |
Stock-based compensation | ' | $190,000 | ' | ' |
2006 Cequent Stock Incentive Plan | Cequent Pharmaceuticals, Inc. | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Options to purchase shares of common stock outstanding | ' | ' | 58,083 | ' |
2008 Stock Incentive Plan | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Additional shares issued to stock incentive plan | ' | ' | 600,000 | ' |
Employee stock purchase plan | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Additional shares issued to stock incentive plan | ' | 50,000 | ' | ' |
Proceeds from employee stock purchase plan purchases (in shares) | ' | 18,141 | ' | ' |
ESPP price as a percent of fair market value | ' | 85.00% | ' | ' |
Employee_Benefit_Plan_Detail_T
Employee Benefit Plan (Detail Textuals) | 12 Months Ended |
Dec. 31, 2012 | |
Employee Benefit Plan [Abstract] | ' |
Maximum percentage of employee contribution | 100.00% |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Net operating loss carryforwards | $107,978 | $107,587 |
Tax credit carryforwards | 10,680 | 11,089 |
Depreciation and amortization | 3,728 | 4,917 |
Other | 254 | 2,837 |
Total deferred tax assets | 122,640 | 126,430 |
Valuation allowance | -122,640 | -126,430 |
Net deferred tax assets | ' | ' |
Deferred tax liabilities: | ' | ' |
Intangible assets | -2,384 | -2,345 |
Net deferred tax liabilities | ($2,384) | ($2,345) |
Income_Taxes_Detail_Textuals
Income Taxes (Detail Textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2011 | |
Income Taxes [Abstract] | ' | ' |
Federal net operating loss carry-forwards | $306,700,000 | ' |
State net operating loss carry-forwards | 12,000,000 | ' |
Available tax credit carry forwards | 10,700,000 | ' |
Increase (Decrease) in valuation allowances | -3,700,000 | 11,700,000 |
Difference between expected benefit computed and recorded expense | $39,000 | $1,143,000 |
Intellectual_Property_and_Coll1
Intellectual Property and Collaborative Agreements (Detail Textuals) (USD $) | 1 Months Ended | ||||||||||||
In Millions, unless otherwise specified | Aug. 31, 2013 | Nov. 30, 2012 | Apr. 30, 2013 | Aug. 31, 2012 | Aug. 31, 2012 | 31-May-12 | Oct. 31, 2012 | Mar. 31, 2012 | Nov. 30, 2012 | Oct. 31, 2012 | Jun. 30, 2012 | Dec. 31, 2011 | Dec. 31, 2013 |
Arcturus | Tekmira | Tekmira | Novartis | Monsanto | Monsanto | ProNAi | ProNAi | Mirna | Mirna | Mirna | Mirna | Mirna | |
Subsequent Event | Subsequent Event | Subsequent Event | |||||||||||
Compounds | |||||||||||||
Intellectual Property And Collaborative Agreements [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment received under license agreement | $0.80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Upfront payment received under license agreement | ' | 0.3 | ' | 1 | ' | 1.5 | ' | 14 | ' | ' | ' | 63 | 1 |
Additional payment received | ' | ' | 0.2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Received for designated R&D and manufacturing services | ' | ' | ' | ' | 0.05 | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction of a fee in exchange for accelerated payment recorded as a decrease in revenue and accounts receivable | ' | ' | ' | ' | ' | ' | 0.2 | ' | ' | ' | ' | ' | ' |
Agreement termination period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '60 days | ' | ' |
Phase 1 clinical development milestone | ' | ' | ' | ' | ' | ' | ' | ' | 0.15 | 0.25 | ' | ' | ' |
Number of compounds | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 |
Future additional selection upfront payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.50 |
Intellectual_Property_and_Coll2
Intellectual Property and Collaborative Agreements (Detail Textuals 1) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | |||||||||||
Mar. 31, 2011 | Jun. 30, 2010 | Jun. 30, 2009 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 28, 2011 | Dec. 31, 2012 | Mar. 31, 2010 | Mar. 31, 2010 | Dec. 31, 2011 | Jul. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2013 | Oct. 31, 2011 | Feb. 28, 2009 | Jun. 30, 2008 | Dec. 31, 2012 | Feb. 28, 2009 | Oct. 31, 2008 | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Debiopharm S.A. | Valeant Pharmaceuticals | Valeant Pharmaceuticals | Valeant Pharmaceuticals | Novosom | Novosom | Novosom | Novosom | Roche | Roche | University of Helsinki | University of Helsinki | Ribotask | Ribotask | |
USD ($) | USD ($) | First Conformationally Restricted Nucleotide Product | Second Conformationally Restricted Nucleotide Product | USD ($) | USD ($) | Subsequent Event | USD ($) | USD ($) | EUR (€) | EUR (€) | USD ($) | USD ($) | |||||||
USD ($) | USD ($) | USD ($) | |||||||||||||||||
Intellectual Property And Collaborative Agreements [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue, revenue recognized | ' | ' | ' | ' | ' | $600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Development milestone payments | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | 2,000,000 | ' | ' | ' | ' | ' | ' | 275,000 | ' | ' | ' |
Liability related to sub-license revenue | ' | ' | ' | ' | ' | ' | 130,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Threshold limit of eaned out payments | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual payment for per assigned patents | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period, shares, purchase of assets | 11,377 | ' | 15,152 | ' | ' | ' | ' | ' | ' | ' | 140,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period, value, purchase of assets | 80,000 | ' | 1,000,000 | 107,000 | 80,000 | ' | ' | ' | ' | ' | 3,800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Contractual agreements assets acquired payment percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Assets acquired additional consideration maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Research and development expense | ' | ' | ' | 5,169,000 | 11,438,000 | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock reserved for future issuance as additional consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 510,000 | ' | ' | ' | ' | ' | ' | ' |
Cash payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' |
Additional common stock reserved for future issuance as consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 450,000 | ' | ' | ' | ' | ' | ' |
License fee payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' |
License fee paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' |
Royalty advance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' |
Intellectual property payments | ' | 750,000 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | 500,000 |
Remaining payment under agreement | $500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 01, 2013 | Oct. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
Subsequent Event | Letter of credit | Letter of credit | Letter of credit | Letter of credit | |||
Subsequent Event | |||||||
Commitments And Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Drawn by landlord from letter of credit | ' | ' | ' | $0.10 | $0.31 | ' | $0.38 |
Maximum liability under standby letter of credit | ' | ' | ' | ' | ' | 1.2 | ' |
Common shares committed to be issued | ' | ' | 1.5 | ' | ' | ' | ' |
Rent expenses | 1.1 | 1.6 | ' | ' | ' | ' | ' |
Increase/decrease in restructuring liability obligation | $0.38 | $0.20 | ' | ' | ' | ' | ' |