Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | Aug. 07, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Marina Biotech, Inc. | ' |
Entity Central Index Key | '0000737207 | ' |
Trading Symbol | 'mrna | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 25,633,061 |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash | $5,520 | $909 |
Accounts receivable | ' | 5 |
Prepaid expenses and other current assets | 137 | 128 |
Total current assets | 5,657 | 1,042 |
Intangible assets | 6,700 | 6,700 |
Total assets | 12,357 | 7,742 |
Current liabilities: | ' | ' |
Accounts payable | 1,590 | 1,614 |
Accrued payroll and employee benefits | 280 | 1,505 |
Accrued interest | ' | 147 |
Other accrued liabilities | 816 | 1,315 |
Accrued restructuring | 12 | 12 |
Notes payable | ' | 1,615 |
Other debt | 5 | 8 |
Total current liabilities | 2,703 | 6,216 |
Fair value liability for price adjustable warrants | 14,606 | 5,226 |
Fair value of stock to be issued to settle liabilities | ' | 1,019 |
Deferred tax liabilities | 2,345 | 2,345 |
Total liabilities | 19,654 | 14,806 |
Commitments and contingencies | ' | ' |
Stockholders' deficit: | ' | ' |
Series C convertible preferred stock, $.01 par value; none and 1,200 shares authorized, issued and outstanding at December 31, 2013 and March 31, 2014, respectively (preference in liquidation of $6,000 at March 31, 2014) | ' | ' |
Common stock, $0.006 par value; 180,000,000 shares authorized, 16,937,661 and 25,603,309 shares issued and outstanding at December 31, 2013 and March 31, 2014, respectively | 155 | 102 |
Additional paid-in capital | 332,937 | 324,145 |
Accumulated deficit | -340,389 | -331,311 |
Total stockholders' deficit | -7,297 | -7,064 |
Total liabilities and stockholders' deficit | $12,357 | $7,742 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
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 | 25,603,309 | 16,937,661 |
Common stock, shares outstanding | 25,603,309 | 16,937,661 |
Statement [Line Items] | ' | ' |
Preferred stock, shares authorized | 100,000 | ' |
Series C Convertible Preferred Stock ("Series C Preferred") | ' | ' |
Statement [Line Items] | ' | ' |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 1,200 | ' |
Preferred stock, shares issued | 1,200 | ' |
Preferred stock, shares outstanding | 1,200 | ' |
Liquidation preference, value (in dollars) | $6,000 | ' |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Statement [Abstract] | ' | ' |
License and other revenue | ' | ' |
Operating expenses: | ' | ' |
Research and development | 46 | 116 |
General and administrative | 517 | 210 |
Total operating expenses | 563 | 326 |
Loss from operations | -563 | -326 |
Other income (expense): | ' | ' |
Interest and other expense | -1,007 | -59 |
Change in fair value liability for price adjustable warrants | -5,314 | 2,042 |
Change in fair value of stock reserved for issuance to settle liabilities | -2,455 | 377 |
Change in fair value of embedded features in notes and amendments to notes | ' | 272 |
Gain (loss) on debt extinguishment | 4 | -930 |
Gain on settled liabilities | 257 | ' |
Total other income (expense), net | -8,515 | 1,702 |
Net income (loss) | -9,078 | 1,376 |
Deemed dividend related to discount on beneficial conversion feature in Series C convertible preferred shares | -6,000 | ' |
Net income (loss) applicable to common stockholders | ($15,078) | $1,376 |
Net income (loss) per common share | ' | ' |
Basic (in dollars per share) | ($0.70) | $0.08 |
Diluted (in dollars per share) | ($0.70) | $0.06 |
Shares used in computing net income (loss) per share | ' | ' |
Basic (in shares) | 21,447 | 16,938 |
Diluted (in shares) | 21,447 | 24,286 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Operating activities: | ' | ' |
Net income (loss) | ($9,078) | $1,376 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ' | ' |
Non-cash (gain) loss on debt extinguishment | -4 | 930 |
Non-cash interest expense | 1,007 | 59 |
Compensation related to stock options, restricted stock and employee stock purchase plan | 59 | 29 |
Non-cash gain on settlement of liabilities | -257 | ' |
Changes in fair market value of liabilities | ' | ' |
Price adjustable warrants | 5,314 | -2,042 |
Stock reserved for issuance to settle liabilities | 2,455 | -377 |
Debt features | ' | -272 |
Changes in assets and liabilities | ' | ' |
Accounts receivable | 5 | 2 |
Prepaid expenses and other assets | -9 | 59 |
Accounts payable | -24 | 67 |
Accrued and other liabilities | -533 | 54 |
Accrued restructuring | ' | -380 |
Net cash used in operating activities | -1,065 | -495 |
Investing activities: | ' | ' |
Change in restricted cash | ' | 380 |
Net cash provided by investing activities | ' | 380 |
Financing activities: | ' | ' |
Proceeds from sales of series C preferred shares and warrants, net | 5,929 | ' |
Cash payments of notes payable | -250 | ' |
Insurance financing | -3 | -2 |
Net cash provided by (used in) financing activities | 5,676 | -2 |
Net increase (decrease) in cash | 4,611 | -117 |
Cash and cash equivalents - Beginning of period | 909 | 216 |
Cash and cash equivalents - End of period | 5,520 | 99 |
Supplemental disclosure of cash flow information and non-cash financing activities: | ' | ' |
Cash paid for interest | 83 | ' |
Reclassification of fair value liability for price adjustable warrants exercised | 1,862 | ' |
Issuance of common stock to settle liabilities | 3,474 | ' |
Debt conversion to common shares | 1,479 | ' |
Deemed dividend to Series C convertible preferred stockholders | $6,000 | ' |
Business_Liquidity_and_Summary
Business, Liquidity and Summary of Significant Accounting Policies | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
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 (“mRNA”) translational inhibition, exon skipping, miRNA (“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 are focusing 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. In addition, 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. | |||||||||||||||||||||||||
Liquidity | |||||||||||||||||||||||||
The accompanying condensed consolidated financial statements have been prepared on the basis that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. At March 31, 2014, we had an accumulated deficit of approximately $340 million. To the extent that sufficient funding is available, we will in the future continue to incur losses as we continue our research and development (“R&D”) activities. In addition, we have had and will continue to have negative cash flows from operations. We have funded our losses primarily through the sale of common and preferred stock and warrants, revenue provided from our license agreements with other parties, and, to a lesser extent, equipment financing facilities and secured loans. At March 31, 2014, we had a working capital surplus of $3.0 million, which included $5.5 million in cash. | |||||||||||||||||||||||||
On 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 entered into a Securities Purchase Agreement with certain investors pursuant to which we sold 1,200 shares of our Series C Convertible Preferred Stock (“Series C Preferred”), and warrants to purchase up to 6.0 million shares of our common stock at an exercise price of $0.75 per share, for an aggregate purchase price of $6.0 million. Each share of Series C Stock has a stated value of $5,000 per share and is convertible into shares of common stock at a conversion price of $0.75 per share. The Series C Stock is initially convertible into an aggregate of 8,000,000 shares of our common stock, subject to certain limitations and adjustments. | |||||||||||||||||||||||||
We believe that our current cash resources, which include the proceeds of the March 2014 offering of Series C Stock, will enable us to fund our intended operations through May 2015. | |||||||||||||||||||||||||
Basis of Preparation and Summary of Significant Accounting Policies | |||||||||||||||||||||||||
Basis of Preparation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by U.S. generally accepted accounting principles for complete financial statements. The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements, including the notes thereto, as of and for the year ended December 31, 2013, included in our 2013 Annual Report on Form 10-K filed with the SEC. The information furnished in this report reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for each period presented. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results for the year ending December 31, 2014 or for any future period. | |||||||||||||||||||||||||
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 and 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, stock-based compensation, valuation of warrants, valuation and estimated lives of identifiable intangible assets, impairment of long-lived assets, valuation of features embedded within note agreements and amendments, and income taxes. Actual results could differ from those estimates. | |||||||||||||||||||||||||
Fair Value of Financial Instruments —We consider the fair value of cash, restricted cash, accounts receivable, accounts payable and accrued liabilities to not 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 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, 2013 and March 31, 2014: | |||||||||||||||||||||||||
Level 1 | Level 3 | ||||||||||||||||||||||||
Balance at | Quoted prices in | Level 2 | Significant | ||||||||||||||||||||||
December 31, | active markets for | Significant other | unobservable | ||||||||||||||||||||||
2013 | identical assets | observable inputs | inputs | ||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Fair value liability for price adjustable warrants | $ | 5,226 | $ | - | $ | - | $ | 5,226 | |||||||||||||||||
Fair value liability for shares to be issued | 1,019 | 1,019 | - | - | |||||||||||||||||||||
Total liabilities at fair value | $ | 6,245 | $ | 1,019 | $ | - | $ | 5,226 | |||||||||||||||||
Level 1 | Level 3 | ||||||||||||||||||||||||
Quoted prices in | Level 2 | Significant | |||||||||||||||||||||||
Balance at March | active markets for | Significant other | unobservable | ||||||||||||||||||||||
31, 2014 | identical assets | observable inputs | inputs | ||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Fair value liability for price adjustable warrants | $ | 14,606 | $ | - | $ | - | $ | 14,606 | |||||||||||||||||
Total liabilities at fair value | $ | 14,606 | $ | - | $ | - | $ | 14,606 | |||||||||||||||||
The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the three-month period from December 31, 2013 to March 31, 2014: | |||||||||||||||||||||||||
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 December 31, 2013 | $ | 5,226 | $ | 0.28 | $ | 0.4 | 124 | % | 4.08 | 1.3 | % | ||||||||||||||
Cashless exercise of warrants | (1,862 | ) | 0.28 | 1.17 | 131 | 3.24 | 0.78 | ||||||||||||||||||
Warrant issuance in connection with Series C | 5,928 | 0.75 | 1.5 | 121 | 2.08 | 0.64 | |||||||||||||||||||
Change in fair value included in statement of operations | 5,314 | - | - | - | - | - | |||||||||||||||||||
Balance at March 31, 2014 | $ | 14,606 | $ | 0.41 | $ | 0.89 | 125 | % | 3.36 | 1.05 | % | ||||||||||||||
Net Income (Loss) per Common Share — Basic net income (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, convertible debt-related shares) since such inclusion in the computation would be anti-dilutive and diluted income per common share includes these effects. The following number of shares have been excluded from diluted net income (loss) since such inclusion would be anti-dilutive: | |||||||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||||||
Stock options outstanding | 284,829 | 284,829 | |||||||||||||||||||||||
Warrants | 1,306,058 | 21,235,695 | |||||||||||||||||||||||
Total | 1,590,887 | 21,520,524 | |||||||||||||||||||||||
The following is a reconciliation of diluted weighted average shares outstanding: | |||||||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||||||
(In thousands) | 2013 | 2014 | |||||||||||||||||||||||
Weighted average common shares outstanding | 16,938 | 21,447 | |||||||||||||||||||||||
Assumed conversion of net common shares issuable under warrants | 2,078 | - | |||||||||||||||||||||||
Assumed conversion of notes payable with conversion feature | 5,270 | - | |||||||||||||||||||||||
Weighted average common and common equivalent shares outstanding, diluted | 24,286 | 21,447 | |||||||||||||||||||||||
Recently Issued Accounting Standards - In May 2014, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers”, which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosures. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016. We are currently in the process of evaluating the impact of adoption of this ASU on the financial statements. | |||||||||||||||||||||||||
In April 2014, the FASB issued ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. Under the new guidance, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results and is disposed of or classified as held for sale. The standard also introduces several new disclosures. The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. ASU 2014-08 is effective for annual and interim periods beginning after December 15, 2014, with early adoption permitted. We are currently in the process of evaluating the impact of adoption of this ASU on the financial statements. |
Notes_Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2014 | |
Notes Payable [Abstract] | ' |
Notes Payable | ' |
Note 2 — Notes Payable | |
In February 2014, the holders of the secured promissory notes that we originally issued in February 2012, exchanged notes in the aggregate principal and interest amount of approximately $1.5 million for approximately 2.0 million shares of our common stock. The excess of the fair value of the common stock issued over the carrying value of the notes and accrued interest of $0.97 million was recorded as non-cash interest expense. | |
During the three months ended March 2013, we recorded interest and other expenses related to the notes of $0.06 million, with interest on the notes being $0.03 million and extinguishment accounting charges being $0.03 million. During the three months ended March 31, 2014 and prior to conversion of the notes payable to equity in March 2014, we recorded interest charges of $1.0 million, including $0.97 million related to the exchange of the notes and accrued interest for common stock, with the remainder being interest on the notes prior to exchange. |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Stockholders' Equity [Abstract] | ' | ||||||||
Stockholders' Equity | ' | ||||||||
Note 3 — 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 1,200 shares of Series C Convertible Preferred Stock (“Series C Stock”). | |||||||||
In March 2014, we entered into a Securities Purchase Agreement with certain investors pursuant to which we sold 1,200 shares of Series C Stock, and price adjustable warrants to purchase up to 6.0 million shares of our common stock at an exercise price of $0.75 per share, for an aggregate purchase price of $6.0 million. Each share of Series C Stock has a stated value of $5,000 per share and is convertible into shares of common stock at a conversion price of $0.75 per share. The Series C Stock is initially convertible into an aggregate of 8,000,000 shares of our common stock, subject to certain limitations and adjustments, has no stated dividend rate, is not redeemable and has voting rights on an as-converted basis. | |||||||||
To account for the issuance of the Series C Stock and warrants, we first assessed the terms of the warrants and determined that, due to certain antidilution provisions, they should be recorded as derivative liabilities. We determined the fair value of the warrants on the issuance date and recorded a liability of $6.5 million. Since the fair value of the warrants exceed the total proceeds received of $6.0 million, we recorded a loss of $0.5 million upon issuance which is included in the change in fair value of price adjustable warrants in the statement of operations. The discount of $6.0 million on the Series C Stock resulting from the allocation of the entire proceeds to the warrant was accreted as a dividend on the Series C Stock through the earliest conversion date, which was immediately. The Series C Stock dividend of $6.0 million was recorded as both a debit and a credit to additional paid-in capital and as a deemed dividend on the Series C Stock in determining net loss applicable to common stock holders in the statement of operations. We incurred $0.07 million of stock issuance costs in conjunction with the Series C Stock which were netted against the proceeds. | |||||||||
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. Our common stock currently trades on the OTC Pink tier of the OTC Markets. | |||||||||
During the three months ended March 2014, we issued 0.09 million shares with a fair value of $0.10 million to a vendor under the terms of a 2012 compromise and release agreement. | |||||||||
In September 2012, as part of the lease termination agreement, we agreed to issue 1.5 million shares of our common stock to a landlord. The shares were issued in March 2014 with a fair value of $1.9 million. | |||||||||
As part of the asset purchase agreement that we entered into with Novosom in July 2010, we are obligated to pay Novosom 30% of any payments received by us for sub-licensed SMARTICLES® 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, in March 2014 we issued 0.96 million common shares with a fair value of $1.5 million in 2014. | |||||||||
During the three months ended March 2014, we issued 2.7 million shares of common stock with fair value of $1.0 million to employees and board members in settlement of amounts due under certain employment agreements and accrued board fees. | |||||||||
During the three months ended March 2014, we issued 0.08 million shares of common stock with a fair value of $0.03 million to directors and 0.1 million shares of common stock with a fair value of $0.03 million to scientific advisory board members for their services provided during this period. | |||||||||
During the three months ended March 2014, we issued 0.03 million shares of common stock with a fair value of $0.01 million to two consultants as compensation for services provided during this period. | |||||||||
Warrants — In January 2014, we issued warrants to purchase up to 0.10 million shares of our common stock to a consultant who is our interim chief financial officer. These warrants vest over two years, have a fixed strike price of $0.48, expire in January 2024 and have an immaterial fair value. | |||||||||
In March 2014, in conjunction with the issuance of Series C preferred (see above), we issued price adjustable warrants to purchase up to 6.0 million shares of our common stock at an exercise price of $0.75 per share, for an aggregate purchase price of $6.0 million. | |||||||||
During the three months ended March 31, 2014, we issued approximately 1.2 million shares upon net share exercise of warrants. | |||||||||
The following table summarizes warrant activity during the three months ended March 31, 2014: | |||||||||
Warrant | Weighted | ||||||||
Shares | Average | ||||||||
Exercise Price | |||||||||
Outstanding, December 31, 2013 | 17,017,601 | $ | 1.29 | ||||||
Cashless exercises | (1,781,906 | ) | 0.38 | ||||||
Issuance in connection with Series C convertible preferred shares | 6,000,000 | 0.75 | |||||||
Outstanding, March 31, 2014 | 21,235,695 | $ | 1.21 | ||||||
Expiring in 2014 | 64,382 | ||||||||
Expiring in 2015 | 285,345 | ||||||||
Expiring in 2016 | 6,000,000 | ||||||||
Expiring thereafter | 14,885,968 | ||||||||
Stock_Incentive_Plans
Stock Incentive Plans | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Stock Incentive Plans [Abstract] | ' | ||||||||||||||||||||
Stock Incentive Plans | ' | ||||||||||||||||||||
Note 4 — Stock Incentive Plans | |||||||||||||||||||||
At March 31, 2014, options to purchase up to 0.28 million shares of our common stock were outstanding. | |||||||||||||||||||||
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: | |||||||||||||||||||||
Three months ended March 31, | |||||||||||||||||||||
(In thousands) | 2013 | 2014 | |||||||||||||||||||
Research and development | $ | 11 | $ | 10 | |||||||||||||||||
General and administrative | 18 | 10 | |||||||||||||||||||
Total | $ | 29 | $ | 20 | |||||||||||||||||
Stock Options — Stock option activity was as follows: | |||||||||||||||||||||
Options Outstanding | |||||||||||||||||||||
2014 | |||||||||||||||||||||
Shares | Weighted Average | ||||||||||||||||||||
Exercise Price | |||||||||||||||||||||
Outstanding on January 1 | 284,829 | $ | 39.46 | ||||||||||||||||||
Outstanding on March 31 | 284,829 | $ | 39.46 | ||||||||||||||||||
Exercisable as of March 31 | 256,708 | $ | 43.56 | ||||||||||||||||||
The following table summarizes additional information on our stock options outstanding at March 31, 2014: | |||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Range of Exercise | Number | Weighted-Average | Weighted | Number | Weighted | ||||||||||||||||
Prices | Outstanding | Remaining | Average | Exercisable | Average | ||||||||||||||||
Contractual Life | Exercise | Exercise | |||||||||||||||||||
(Years) | Price | Price | |||||||||||||||||||
$2.00 - $2.20 | 154,288 | 7.42 | $ | 2.02 | 126,167 | $ | 2.02 | ||||||||||||||
$11.60 - $50.00 | 39,406 | 5.16 | 37.61 | 39,406 | 37.61 | ||||||||||||||||
$50.01 - $90.80 | 56,463 | 4.59 | 70.29 | 56,463 | 70.29 | ||||||||||||||||
$127.60 - $167.60 | 33,666 | 4.21 | 148.2 | 33,666 | 148.2 | ||||||||||||||||
$207.60 - $588.80 | 1,006 | 1.81 | 485.37 | 1,006 | 485.37 | ||||||||||||||||
Totals | 284,829 | 6.86 | $ | 39.46 | 256,708 | $ | 43.56 | ||||||||||||||
Exercisable | 256,708 | 6.8 | |||||||||||||||||||
No options were granted in the three months ended March 31, 2014. | |||||||||||||||||||||
At March 31, 2014, we had $0.04 million of total unrecognized compensation expense related to unvested stock options. We expect to recognize this cost over a weighted average period of eight months. | |||||||||||||||||||||
At March 31, 2014, 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 during the periods ended March 31, 2013 and 2014. |
Intellectual_Property_and_Coll
Intellectual Property and Collaborative Agreements | 3 Months Ended |
Mar. 31, 2014 | |
Intellectual Property and Contractual Agreements [Abstract] | ' |
Intellectual Property and Collaborative Agreements | ' |
Note 5 — Intellectual Property and Collaborative Agreements | |
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. 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. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies [Abstract] | ' |
Commitments and Contingencies | ' |
Note 6 — 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. The landlord drew $0.38 million in rent charges from the letter of credit in January and February 2013, before the credit facility was terminated 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, which were issued in March 2014. | |
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 | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 7 — Subsequent Events | |
Subsequent to March 31, 2014, we issued an aggregate of 0.03 million shares of our common stock with a fair value of $0.04 million to the four members of our Scientific Advisory Board and to one consultant. |
Business_Liquidity_and_Summary1
Business, Liquidity and Summary of Significant Accounting Policies (Policy) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||
Basis of Preparation | ' | ||||||||||||||||||||||||
Basis of Preparation — The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by U.S. generally accepted accounting principles for complete financial statements. The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements, including the notes thereto, as of and for the year ended December 31, 2013, included in our 2013 Annual Report on Form 10-K filed with the SEC. The information furnished in this report reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for each period presented. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results for the year ending December 31, 2014 or for any future period. | |||||||||||||||||||||||||
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 and 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, stock-based compensation, valuation of warrants, valuation and estimated lives of identifiable intangible assets, impairment of long-lived assets, valuation of features embedded within note agreements and amendments, and income taxes. Actual results could differ from those estimates. | |||||||||||||||||||||||||
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 to not 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 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, 2013 and March 31, 2014: | |||||||||||||||||||||||||
Level 1 | Level 3 | ||||||||||||||||||||||||
Balance at | Quoted prices in | Level 2 | Significant | ||||||||||||||||||||||
December 31, | active markets for | Significant other | unobservable | ||||||||||||||||||||||
2013 | identical assets | observable inputs | inputs | ||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Fair value liability for price adjustable warrants | $ | 5,226 | $ | - | $ | - | $ | 5,226 | |||||||||||||||||
Fair value liability for shares to be issued | 1,019 | 1,019 | - | - | |||||||||||||||||||||
Total liabilities at fair value | $ | 6,245 | $ | 1,019 | $ | - | $ | 5,226 | |||||||||||||||||
Level 1 | Level 3 | ||||||||||||||||||||||||
Quoted prices in | Level 2 | Significant | |||||||||||||||||||||||
Balance at March | active markets for | Significant other | unobservable | ||||||||||||||||||||||
31, 2014 | identical assets | observable inputs | inputs | ||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Fair value liability for price adjustable warrants | $ | 14,606 | $ | - | $ | - | $ | 14,606 | |||||||||||||||||
Total liabilities at fair value | $ | 14,606 | $ | - | $ | - | $ | 14,606 | |||||||||||||||||
The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the three-month period from December 31, 2013 to March 31, 2014: | |||||||||||||||||||||||||
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 December 31, 2013 | $ | 5,226 | $ | 0.28 | $ | 0.4 | 124 | % | 4.08 | 1.3 | % | ||||||||||||||
Cashless exercise of warrants | (1,862 | ) | 0.28 | 1.17 | 131 | 3.24 | 0.78 | ||||||||||||||||||
Warrant issuance in connection with Series C | 5,928 | 0.75 | 1.5 | 121 | 2.08 | 0.64 | |||||||||||||||||||
Change in fair value included in statement of operations | 5,314 | - | - | - | - | - | |||||||||||||||||||
Balance at March 31, 2014 | $ | 14,606 | $ | 0.41 | $ | 0.89 | 125 | % | 3.36 | 1.05 | % | ||||||||||||||
Net Income (Loss) per Common Share | ' | ||||||||||||||||||||||||
Net Income (Loss) per Common Share — Basic net income (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, convertible debt-related shares) since such inclusion in the computation would be anti-dilutive and diluted income per common share includes these effects. The following number of shares have been excluded from diluted net income (loss) since such inclusion would be anti-dilutive: | |||||||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||||||
Stock options outstanding | 284,829 | 284,829 | |||||||||||||||||||||||
Warrants | 1,306,058 | 21,235,695 | |||||||||||||||||||||||
Total | 1,590,887 | 21,520,524 | |||||||||||||||||||||||
The following is a reconciliation of diluted weighted average shares outstanding: | |||||||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||||||
(In thousands) | 2013 | 2014 | |||||||||||||||||||||||
Weighted average common shares outstanding | 16,938 | 21,447 | |||||||||||||||||||||||
Assumed conversion of net common shares issuable under warrants | 2,078 | - | |||||||||||||||||||||||
Assumed conversion of notes payable with conversion feature | 5,270 | - | |||||||||||||||||||||||
Weighted average common and common equivalent shares outstanding, diluted | 24,286 | 21,447 | |||||||||||||||||||||||
Recently Issued Accounting Standards | ' | ||||||||||||||||||||||||
Recently Issued Accounting Standards - In May 2014, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers”, which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosures. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016. We are currently in the process of evaluating the impact of adoption of this ASU on the financial statements. | |||||||||||||||||||||||||
In April 2014, the FASB issued ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. Under the new guidance, a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results and is disposed of or classified as held for sale. The standard also introduces several new disclosures. The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. ASU 2014-08 is effective for annual and interim periods beginning after December 15, 2014, with early adoption permitted. We are currently in the process of evaluating the impact of adoption of this ASU on the financial statements. |
Business_Liquidity_and_Summary2
Business, Liquidity and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||
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 | ||||||||||||||||||||||
2013 | identical assets | observable inputs | inputs | ||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Fair value liability for price adjustable warrants | $ | 5,226 | $ | - | $ | - | $ | 5,226 | |||||||||||||||||
Fair value liability for shares to be issued | 1,019 | 1,019 | - | - | |||||||||||||||||||||
Total liabilities at fair value | $ | 6,245 | $ | 1,019 | $ | - | $ | 5,226 | |||||||||||||||||
Level 1 | Level 3 | ||||||||||||||||||||||||
Quoted prices in | Level 2 | Significant | |||||||||||||||||||||||
Balance at March | active markets for | Significant other | unobservable | ||||||||||||||||||||||
31, 2014 | identical assets | observable inputs | inputs | ||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Fair value liability for price adjustable warrants | $ | 14,606 | $ | - | $ | - | $ | 14,606 | |||||||||||||||||
Total liabilities at fair value | $ | 14,606 | $ | - | $ | - | $ | 14,606 | |||||||||||||||||
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 December 31, 2013 | $ | 5,226 | $ | 0.28 | $ | 0.4 | 124 | % | 4.08 | 1.3 | % | ||||||||||||||
Cashless exercise of warrants | (1,862 | ) | 0.28 | 1.17 | 131 | 3.24 | 0.78 | ||||||||||||||||||
Warrant issuance in connection with Series C | 5,928 | 0.75 | 1.5 | 121 | 2.08 | 0.64 | |||||||||||||||||||
Change in fair value included in statement of operations | 5,314 | - | - | - | - | - | |||||||||||||||||||
Balance at March 31, 2014 | $ | 14,606 | $ | 0.41 | $ | 0.89 | 125 | % | 3.36 | 1.05 | % | ||||||||||||||
Schedule of anti-dilutive securities | ' | ||||||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||||||
Stock options outstanding | 284,829 | 284,829 | |||||||||||||||||||||||
Warrants | 1,306,058 | 21,235,695 | |||||||||||||||||||||||
Total | 1,590,887 | 21,520,524 | |||||||||||||||||||||||
Schedule of reconciliation of diluted weighted average shares outstanding | ' | ||||||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||||||
(In thousands) | 2013 | 2014 | |||||||||||||||||||||||
Weighted average common shares outstanding | 16,938 | 21,447 | |||||||||||||||||||||||
Assumed conversion of net common shares issuable under warrants | 2,078 | - | |||||||||||||||||||||||
Assumed conversion of notes payable with conversion feature | 5,270 | - | |||||||||||||||||||||||
Weighted average common and common equivalent shares outstanding, diluted | 24,286 | 21,447 | |||||||||||||||||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Stockholders' Equity [Abstract] | ' | ||||||||
Schedule of warrant related activity | ' | ||||||||
Warrant | Weighted | ||||||||
Shares | Average | ||||||||
Exercise Price | |||||||||
Outstanding, December 31, 2013 | 17,017,601 | $ | 1.29 | ||||||
Cashless exercises | (1,781,906 | ) | 0.38 | ||||||
Issuance in connection with Series C convertible preferred shares | 6,000,000 | 0.75 | |||||||
Outstanding, March 31, 2014 | 21,235,695 | $ | 1.21 | ||||||
Expiring in 2014 | 64,382 | ||||||||
Expiring in 2015 | 285,345 | ||||||||
Expiring in 2016 | 6,000,000 | ||||||||
Expiring thereafter | 14,885,968 |
Stock_Incentive_Plans_Tables
Stock Incentive Plans (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||
Stock Incentive Plans [Abstract] | ' | ||||||||||||||||||||
Schedule of stock-based compensation expense | ' | ||||||||||||||||||||
Three months ended March 31, | |||||||||||||||||||||
(In thousands) | 2013 | 2014 | |||||||||||||||||||
Research and development | $ | 11 | $ | 10 | |||||||||||||||||
General and administrative | 18 | 10 | |||||||||||||||||||
Total | $ | 29 | $ | 20 | |||||||||||||||||
Schedule of stock option activity | ' | ||||||||||||||||||||
Options Outstanding | |||||||||||||||||||||
2014 | |||||||||||||||||||||
Shares | Weighted Average | ||||||||||||||||||||
Exercise Price | |||||||||||||||||||||
Outstanding on January 1 | 284,829 | $ | 39.46 | ||||||||||||||||||
Outstanding on March 31 | 284,829 | $ | 39.46 | ||||||||||||||||||
Exercisable as of March 31 | 256,708 | $ | 43.56 | ||||||||||||||||||
Schedule of summary of additional information on stock options outstanding | ' | ||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Range of Exercise | Number | Weighted-Average | Weighted | Number | Weighted | ||||||||||||||||
Prices | Outstanding | Remaining | Average | Exercisable | Average | ||||||||||||||||
Contractual Life | Exercise | Exercise | |||||||||||||||||||
(Years) | Price | Price | |||||||||||||||||||
$2.00 - $2.20 | 154,288 | 7.42 | $ | 2.02 | 126,167 | $ | 2.02 | ||||||||||||||
$11.60 - $50.00 | 39,406 | 5.16 | 37.61 | 39,406 | 37.61 | ||||||||||||||||
$50.01 - $90.80 | 56,463 | 4.59 | 70.29 | 56,463 | 70.29 | ||||||||||||||||
$127.60 - $167.60 | 33,666 | 4.21 | 148.2 | 33,666 | 148.2 | ||||||||||||||||
$207.60 - $588.80 | 1,006 | 1.81 | 485.37 | 1,006 | 485.37 | ||||||||||||||||
Totals | 284,829 | 6.86 | $ | 39.46 | 256,708 | $ | 43.56 | ||||||||||||||
Exercisable | 256,708 | 6.8 | |||||||||||||||||||
Business_Liquidity_and_Summary3
Business, Liquidity and Summary of Significant Accounting Policies (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Liabilities: | ' | ' |
Fair value liability for price adjustable warrants | $14,606 | $5,226 |
Fair value liability for shares to be issued | ' | 1,019 |
Fair value on recurring basis | ' | ' |
Liabilities: | ' | ' |
Fair value liability for price adjustable warrants | 14,606 | 5,226 |
Fair value liability for shares to be issued | ' | 1,019 |
Total liabilities at fair value | 14,606 | 6,245 |
Fair value on recurring basis | Level 1 | ' | ' |
Liabilities: | ' | ' |
Fair value liability for price adjustable warrants | ' | ' |
Fair value liability for shares to be issued | ' | 1,019 |
Total liabilities at fair value | ' | 1,019 |
Fair value on recurring basis | Level 2 | ' | ' |
Liabilities: | ' | ' |
Fair value liability for price adjustable warrants | ' | ' |
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 | 14,606 | 5,226 |
Fair value liability for shares to be issued | ' | ' |
Total liabilities at fair value | $14,606 | $5,226 |
Business_Liquidity_and_Summary4
Business, Liquidity and Summary of Significant Accounting Policies (Details 1) (Fair Value Liability For Price Adjustable Warrants, Level 3, USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 |
Fair Value Liability For Price Adjustable Warrants | Level 3 | ' |
Fair value liability for price adjustable warrants (in thousands) | ' |
Beginning balance | $5,226 |
Cashless exercise of warrants | -1,862 |
Warrant issuance in connection with Series C | 5,928 |
Change in fair value included in statement of operations | 5,314 |
Ending balance | $14,606 |
Exercise Price | ' |
Beginning balance | $0.28 |
Cashless exercise of warrants | $0.28 |
Warrant issuance in connection with Series C | $0.75 |
Ending balance | $0.41 |
Stock Price | ' |
Beginning balance | $0.40 |
Cashless exercise of warrants | $1.17 |
Warrant Issuance In Connection With Series C Preferred Stock Exercise Price | $1.50 |
Ending balance | $0.89 |
Volatility | ' |
Beginning balance | 124.00% |
Cashless exercise of warrants | 131.00% |
Warrant issuance in connection with Series C | 121.00% |
Ending balance | 125.00% |
Contractual life (in years) | ' |
Contractual Life (In Years) | '4 years 0 months 29 days |
Cashless exercise of warrants | '3 years 2 months 27 days |
Warrant issuance in connection with Series C | '2 years 0 months 29 days |
Fair value of exercised warrants, exercised term | '3 years 4 months 10 days |
Risk free rate | ' |
Beginning balance | 1.30% |
Cashless exercise of warrants | 0.78% |
Warrant issuance in connection with Series C | 0.64% |
Ending balance | 1.05% |
Business_Liquidity_and_Summary5
Business, Liquidity and Summary of Significant Accounting Policies (Details 2) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities | 21,520,524 | 1,590,887 |
Stock options outstanding | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities | 284,829 | 284,829 |
Warrants | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Anti-dilutive securities | 21,235,695 | 1,306,058 |
Business_Liquidity_and_Summary6
Business, Liquidity and Summary of Significant Accounting Policies (Details 3) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Weighted average common shares outstanding | 21,447 | 16,938 |
Assumed conversion of net common shares issuable under warrants | ' | 2,078 |
Assumed conversion of notes payable with conversion feature | ' | 5,270 |
Weighted average common and common equivalent shares outstanding, diluted | 21,447 | 24,286 |
Business_Liquidity_and_Summary7
Business, Liquidity and Summary of Significant Accounting Policies (Detail Textuals) (USD $) | 0 Months Ended | 1 Months Ended | ||||
Mar. 07, 2014 | Feb. 24, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' | ' | ' | ' | ' |
Accumulated deficit | ' | ' | ($340,389,000) | ($331,311,000) | ' | ' |
Working capital surplus | ' | ' | 3,000,000 | ' | ' | ' |
Cash | ' | ' | 5,520,000 | 909,000 | 99,000 | 216,000 |
Business, Going Concern And Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Aggregate principal and interest amount of promissory notes | ' | 1,500,000 | ' | ' | ' | ' |
Number of shares issuable through promissory notes | ' | 2,000,000 | ' | ' | ' | ' |
Sale of warrants to purchase one share of common stock | 6,000,000 | ' | ' | ' | ' | ' |
Exercise price of warrants | 0.75 | ' | ' | ' | ' | ' |
Proceeds from sales of common shares and warrants, net | $6,000,000 | ' | ' | ' | ' | ' |
Series C Convertible Preferred Stock ("Series C Preferred") | ' | ' | ' | ' | ' | ' |
Business, Going Concern And Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' |
Sale of Series C Convertible Preferred Stock to purchase one share of common stock | 1,200 | ' | ' | ' | ' | ' |
Preferred stock, par value (in dollars per share) | $5,000 | ' | $0.01 | $0.01 | ' | ' |
Conversion price per share | $0.75 | ' | ' | ' | ' | ' |
Convertible amount of shares | 8,000,000 | ' | ' | ' | ' | ' |
Notes_Payable_Detail_Textuals
Notes Payable (Detail Textuals) (USD $) | 1 Months Ended | 3 Months Ended | |
In Millions, unless otherwise specified | Feb. 24, 2014 | Mar. 31, 2014 | Mar. 31, 2013 |
Debt Instrument [Line Items] | ' | ' | ' |
Aggregate principal and interest amount of promissory notes | $1.50 | ' | ' |
Number of shares issuable through promissory notes | 2 | ' | ' |
Notes Payable | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Aggregate principal and interest amount of promissory notes | 1.5 | ' | ' |
Number of shares issuable through promissory notes | 2 | ' | ' |
Interest and other expenses | ' | ' | 0.06 |
Notes payable, interest expenses | 0.97 | 1 | 0.03 |
Extinguishment accounting charges | ' | ' | $0.03 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Warrant Shares | ' |
Warrants outstanding | 17,017,601 |
Cashless exercises | -1,781,906 |
Issuance in connection with Series C convertible preferred shares | 6,000,000 |
Warrants outstanding | 21,235,695 |
Weighted Average Exercise Price | ' |
Warrants outstanding, weighted average exercise price | $1.29 |
Cashless exercises weighted average exercise price | $0.38 |
Issuance in connection with Series C convertible preferred shares weighted average exercise price | $0.75 |
Warrants outstanding, weighted average exercise price | $1.21 |
Expiring in 2014 | 64,382 |
Expiring in 2015 | 285,345 |
Expiring in 2016 | 6,000,000 |
Expiring thereafter | 14,885,968 |
Stockholders_Equity_Preferred_
Stockholders' Equity (Preferred Stock) (Detail Textuals) (USD $) | 0 Months Ended | 3 Months Ended | |
Mar. 07, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | |
Class of Stock [Line Items] | ' | ' | ' |
Preferred stock, shares authorized | ' | 100,000 | ' |
Exercise price of warrants | 0.75 | ' | ' |
Number of warrants called by common stock | 6,000,000 | ' | ' |
Derivative liabilities | ' | $6,500,000 | ' |
Amount of loss upon issuance | ' | 500,000 | ' |
Proceeds from issuance of preferred stock | 6,000 | ' | ' |
Securities Purchase Agreement | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Exercise price of warrants | 0.75 | ' | ' |
Number of warrants called by common stock | 6,000,000 | ' | ' |
Number of warrants called by common stock aggregate purchase price | 6,000,000 | ' | ' |
Series A Junior Participating Preferred Stock ("Series A Preferred") | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Shares issued during period | ' | 90,000 | ' |
Series B Preferred Stock ("Series B Preferred") | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Shares issued during period | ' | 1,000 | ' |
Series C Convertible Preferred Stock ("Series C Stock") | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Preferred stock, shares authorized | ' | 1,200 | ' |
Shares issued during period | 1,200 | ' | ' |
Convertible Preferred Stock, Shares Issued upon Conversion | 8,000,000 | ' | ' |
Stock issuance costs | ' | $70,000 | ' |
Series C Convertible Preferred Stock ("Series C Stock") | Securities Purchase Agreement | ' | ' | ' |
Class of Stock [Line Items] | ' | ' | ' |
Preferred stock, shares authorized | 1,200 | ' | ' |
Stated value of share | 5,000 | ' | ' |
Convertible Preferred Stock, Shares Issued upon Conversion | 8,000,000 | ' | ' |
Conversion price per share | 0.75 | ' | ' |
Stockholders_Equity_Common_Sto
Stockholders' Equity (Common Stock) (Detail Textuals 1) (USD $) | 1 Months Ended | 3 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2012 | Mar. 31, 2014 |
Stockholders Equity Note [Line Items] | ' | ' |
Number of voting right | ' | 'one vote |
Number of shares issued to landlord | 1.5 | ' |
Fair Value Of Shares To Be Issued | ' | $1.90 |
Shares issued during the period in settlement of amounts due under employment agreement and accrued board fees | ' | 2.7 |
Value of shares issued during the period in settlement of amounts due under employment agreement and accrued board fees | ' | 1 |
Director | ' | ' |
Stockholders Equity Note [Line Items] | ' | ' |
Shares issued as consideration for sub-licensed lipid-delivery technology | ' | 0.08 |
Stock issued during period value issued for services | ' | 0.03 |
Scientific advisory board members | ' | ' |
Stockholders Equity Note [Line Items] | ' | ' |
Shares issued as consideration for sub-licensed lipid-delivery technology | ' | 0.1 |
Stock issued during period value issued for services | ' | 0.03 |
Consultant | ' | ' |
Stockholders Equity Note [Line Items] | ' | ' |
Shares issued as consideration for sub-licensed lipid-delivery technology | ' | 0.03 |
Stock issued during period value issued for services | ' | 0.01 |
Novosom | ' | ' |
Stockholders Equity Note [Line Items] | ' | ' |
Description of consideration for sub-licensed lipid-delivery technology | ' | 'As part of the asset purchase agreement that we entered into with Novosom in July 2010, we are obligated to pay Novosom 30% of any payments received by us for sub-licensed SMARTICLES® 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 | ' | 0.96 |
Fair value of shares issued | ' | 1.5 |
2012 compromise and release agreement | ' | ' |
Stockholders Equity Note [Line Items] | ' | ' |
Number of share issued to vendor | ' | 0.09 |
Value of share issued to vendor | ' | $0.10 |
Stockholders_Equity_Warrants_D
Stockholders' Equity (Warrants) (Detail Textuals 2) (USD $) | Mar. 07, 2014 | Mar. 31, 2014 | Jan. 31, 2014 | Mar. 31, 2014 |
In Millions, except Share data, unless otherwise specified | Warrants | Warrants | Warrants | |
Consultant | Price adjustable warrants | |||
Stockholders Equity Note [Line Items] | ' | ' | ' | ' |
Number of warrants called by common stock | 6,000,000 | ' | 100,000 | 6,000,000 |
Exercise price of warrants | 0.75 | ' | 0.48 | 0.75 |
Warrants, vesting period | ' | ' | '2 years | ' |
Payments of Stock Issuance Costs | ' | ' | ' | $6 |
Number of common shares issued during period through exercise of warrants | ' | 1,200,000 | ' | ' |
Stock_Incentive_Plans_StockBas
Stock Incentive Plans (Stock-Based Compensation Expense) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation | $20 | $29 |
Research and development | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation | 10 | 11 |
General and administrative | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation | $10 | $18 |
Stock_Incentive_Plans_Stock_Op
Stock Incentive Plans (Stock Option Activity) (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Shares | ' | ' |
Outstanding on January 1 | 284,829 | 284,829 |
Outstanding on March 31 | 284,829 | 284,829 |
Exercisable as of March 31 | 256,708 | ' |
Weighted Average Exercise Price | ' | ' |
Outstanding on January 1 | $39.46 | $39.46 |
Outstanding on March 31 | $39.46 | $39.46 |
Exercisable as of March 31 | $43.56 | ' |
Recovered_Sheet1
Stock Incentive Plans (Stock options outstanding) (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Options Outstanding, Number Outstanding | 284,829 | 284,829 |
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | '6 years 10 months 9 days | ' |
Options Outstanding, Weighted Average Remaining Exercise Price | $39.46 | $39.46 |
Options Exercisable, Number Exercisable | 256,708 | ' |
Options Exercisable, Weighted Average Exercise Price | $43.56 | ' |
Options Exercisable, Weighted-Average Remaining Contractual Life (Years) | '6 years 9 months 18 days | ' |
Stock options | $2.00 - $2.20 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Lower range of price | $2 | ' |
Upper range of price | $2.20 | ' |
Options Outstanding, Number Outstanding | 154,288 | ' |
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | '7 years 5 months 1 day | ' |
Options Outstanding, Weighted Average Remaining Exercise Price | $2.02 | ' |
Options Exercisable, Number Exercisable | 126,167 | ' |
Options Exercisable, Weighted Average Exercise Price | $2.02 | ' |
Stock options | $11.60 - $50.00 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Lower range of price | $11.60 | ' |
Upper range of price | $50 | ' |
Options Outstanding, Number Outstanding | 39,406 | ' |
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | '5 years 1 month 28 days | ' |
Options Outstanding, Weighted Average Remaining Exercise Price | $37.61 | ' |
Options Exercisable, Number Exercisable | 39,406 | ' |
Options Exercisable, Weighted Average Exercise Price | $37.61 | ' |
Stock options | $50.01 - $90.80 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Lower range of price | $50.01 | ' |
Upper range of price | $90.80 | ' |
Options Outstanding, Number Outstanding | 56,463 | ' |
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | '4 years 7 months 2 days | ' |
Options Outstanding, Weighted Average Remaining Exercise Price | $70.29 | ' |
Options Exercisable, Number Exercisable | 56,463 | ' |
Options Exercisable, Weighted Average Exercise Price | $70.29 | ' |
Stock options | $127.60 - $167.60 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Lower range of price | $127.60 | ' |
Upper range of price | $167.60 | ' |
Options Outstanding, Number Outstanding | 33,666 | ' |
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | '4 years 2 months 16 days | ' |
Options Outstanding, Weighted Average Remaining Exercise Price | $148.20 | ' |
Options Exercisable, Number Exercisable | 33,666 | ' |
Options Exercisable, Weighted Average Exercise Price | $148.20 | ' |
Stock options | $207.60 - $588.80 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Lower range of price | $207.60 | ' |
Upper range of price | $588.80 | ' |
Options Outstanding, Number Outstanding | 1,006 | ' |
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | '1 year 9 months 22 days | ' |
Options Outstanding, Weighted Average Remaining Exercise Price | $485.37 | ' |
Options Exercisable, Number Exercisable | 1,006 | ' |
Options Exercisable, Weighted Average Exercise Price | $485.37 | ' |
Stock_Incentive_Plans_Detail_T
Stock Incentive Plans (Detail Textuals) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Stock Incentive Plans [Abstract] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 284,829 | 284,829 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Stock Options | $40,000 | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | '8 months | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | 0 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $0 | ' |
Intellectual_Property_and_Coll1
Intellectual Property and Collaborative Agreements (Detail Textuals) (Novosom, USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Novosom | ' |
Intellectual Property And Collaborative Agreements [Line Items] | ' |
Cash payable | $0.15 |
Additional common stock reserved for future issuance as consideration | 0.45 |
Commitments_and_Contingencies_
Commitments and Contingencies (Detail Textuals) (Letter of credit, USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Mar. 01, 2013 | Feb. 28, 2013 |
Letter of credit | ' | ' |
Commitments And Contingencies [Line Items] | ' | ' |
Maximum liability under standby letter of credit | ' | $1.20 |
Rent charges drawn by landlord from letter of credit | 0.38 | ' |
Common shares committed to be issued | $1.50 | ' |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event, USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Mar. 31, 2014 |
Scientific advisory board and consultant | ' |
Subsequent Event [Line Items] | ' |
Number of shares issued | 0.03 |
Fair value of shares issued | $0.04 |
Consultant | ' |
Subsequent Event [Line Items] | ' |
Number of parties | 'one |
Scientific advisory board members | ' |
Subsequent Event [Line Items] | ' |
Number of parties | 'four |