Document_and_Entity_Informatio
Document and Entity Information | 12 Months Ended |
Dec. 31, 2014 | |
Document and Entity Information [Abstract] | |
Entity Registrant Name | Marina Biotech, Inc. |
Entity Central Index Key | 737207 |
Entity Filer Category | Smaller Reporting Company |
Document Type | S-1 |
Amendment Flag | FALSE |
Document Period End Date | 31-Dec-14 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash | $1,824 | $909 |
Accounts receivable | 500 | 5 |
Prepaid expenses and other current assets | 192 | 128 |
Total current assets | 2,516 | 1,042 |
Intangible assets | 6,700 | 6,700 |
Total assets | 9,216 | 7,742 |
Current liabilities: | ||
Accounts payable | 687 | 1,614 |
Accrued payroll and employee benefits | 183 | 1,505 |
Accrued interest | 147 | |
Other accrued liabilities | 1,072 | 1,315 |
Accrued restructuring | 12 | |
Notes payable | 1,615 | |
Other debt | 8 | |
Total current liabilities | 1,942 | 6,216 |
Fair value liability for price adjustable warrants | 9,225 | 5,226 |
Fair value of stock to be issued to settle liabilities | 75 | 1,019 |
Deferred tax liabilities | 2,345 | 2,345 |
Total liabilities | 13,587 | 14,806 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Preferred stock, $.01 par value; 100,000 shares authorized, 0 and 1,200 shares of Series C convertible preferred stock issued and outstanding at December 31, 2013 and 2014, respectively (preference in liquidation of Series C convertible preferred stock of $6,000,000 at December 31, 2014) | ||
Common stock, $0.006 par value; 180,000,000 shares authorized, 16,937,661 and 25,523,216 shares issued and outstanding at December 31, 2013 and 2014, respectively | 153 | 102 |
Additional paid-in capital | 333,264 | 324,145 |
Accumulated deficit | -337,788 | -331,311 |
Total stockholders' deficit | -4,371 | -7,064 |
Total liabilities and stockholders' deficit | $9,216 | $7,742 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 1,200 | 0 |
Preferred stock, shares outstanding | 1,200 | 0 |
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 | 25,523,216 | 16,937,661 |
Common stock, shares outstanding | 25,523,216 | 16,937,661 |
Series C Convertible Preferred Stock | ||
Liquidation preference of series C convertible preferred stock (in dollars) | $6,000,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Statement [Abstract] | ||
License and other revenue | $500 | $2,115 |
Operating expenses: | ||
Research and development | 686 | 715 |
General and administrative | 3,334 | 1,765 |
Total operating expenses | 4,020 | 2,480 |
Loss from operations | -3,520 | -365 |
Other income (expense): | ||
Interest and other expense | -1,006 | -249 |
Change in fair value liability for price adjustable warrants | 13 | 151 |
Change in fair value of stock reserved for issuance to settle liabilities | -2,503 | 31 |
Change in fair value of embedded features in notes payable and amendments to notes payable | 829 | |
Gain (loss) on debt extinguishment | 5 | -2,037 |
Gain on equipment disposal | 30 | |
Gain on settled liabilities | 534 | |
Total other expense, net | -2,957 | -1,245 |
Loss before income tax | -6,477 | -1,610 |
Income tax benefit | -39 | |
Net loss | ($6,477) | ($1,571) |
Net loss per common share - basic and diluted (in dollars per share) | ($0.26) | ($0.09) |
Shares used in computing net loss per share - basic and diluted (in shares) | 24,634,535 | 16,937,661 |
CONSOLIDATED_STATEMENT_OF_STOC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Preferred Stock, par value $0.01 | Common Stock, par value $0.006 | Additional Paid-in Capital | Accumulated Deficit | Total |
In Thousands, except Share data, unless otherwise specified | |||||
Balance at Dec. 31, 2012 | $102 | $324,010 | ($329,740) | ($5,628) | |
Balance (in shares) at Dec. 31, 2012 | 16,937,661 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Compensation related to stock options | 135 | 135 | |||
Net loss | -1,571 | -1,571 | |||
Balance at Dec. 31, 2013 | 102 | 324,145 | -331,311 | -7,064 | |
Balance (in shares) at Dec. 31, 2013 | 16,937,661 | 16,937,661 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of Series C convertible preferred stock, net of issuance costs of $71 | 5,929 | 5,929 | |||
Issuance of Series C convertible preferred stock, net of issuance costs of $71 (in shares) | 1,200 | ||||
Fair value of price-adjustable warrants issued in connection with Series C Convertible Preferred Stock | -5,929 | -5,929 | |||
Shares issued in connection with lease termination | 9 | 1,851 | 1,860 | ||
Shares issued in connection with lease termination (in shares) | 1,500,000 | ||||
Shares issued in connection with director and management compensation | 15 | 882 | 897 | ||
Shares issued in connection with director and management compensation (in shares) | 2,473,854 | ||||
Shares issued in connection with science advisory board compensation | 1 | 55 | 56 | ||
Shares issued in connection with science advisory board compensation (in shares) | 107,988 | ||||
Shares issued in connection with consulting services | 19 | 19 | |||
Shares issued in connection with consulting services (in shares) | 39,945 | ||||
Shares issued in connection with warrant exercises | 8 | 1,930 | 1,938 | ||
Shares issued in connection with warrant exercises (in shares) | 1,405,706 | ||||
Shares issued in connection with licensing and vendor payables | 6 | 1,667 | 1,673 | ||
Shares issued in connection with licensing and vendor payables (in shares) | 1,098,673 | ||||
Shares issued in debt conversion | 12 | 1,467 | 1,479 | ||
Shares issued in debt conversion (in shares) | 1,959,389 | ||||
Beneficial debt conversion feature | 971 | 971 | |||
Compensation related to stock options | 277 | 277 | |||
Net loss | -6,477 | -6,477 | |||
Balance at Dec. 31, 2014 | $153 | $333,264 | ($337,788) | ($4,371) | |
Balance (in shares) at Dec. 31, 2014 | 1,200 | 25,523,216 | 25,523,216 |
CONSOLIDATED_STATEMENT_OF_STOC1
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (Parentheticals) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Stockholders' Equity [Abstract] | ||
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Series C convertible preferred stock, issuance costs | $71 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Operating activities: | ||
Net loss | ($6,477) | ($1,571) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Non-cash (gain)/loss on debt extinguishment | -5 | 2,037 |
Non-cash interest expense | 1,006 | 249 |
Non-cash gain on settlement of liabilities | -534 | |
Deferred income tax benefit | -39 | |
Compensation related to stock options, restricted stock and employee stock purchase plan | 277 | 135 |
Gain on disposition of property and equipment | -30 | |
Changes in fair market value of liabilities: | ||
Stock reserved for issuance to settle liabilities | 2,503 | -31 |
Embedded debt features | -829 | |
Price adjustable warrants | -13 | -151 |
Changes in assets and liabilities: | ||
Accounts receivable | -495 | 2 |
Prepaid expenses and other assets | -181 | 22 |
Accounts payable | -563 | 8 |
Deferred revenue | -115 | |
Accrued restructuring | -12 | -380 |
Accrued and other liabilities | -285 | 978 |
Net cash provided by (used in) operating activities | -4,779 | 285 |
Investing activities: | ||
Change in restricted cash | 380 | |
Proceeds from the sale of property and equipment | 30 | |
Net cash provided by investing activities | 410 | |
Financing activities: | ||
Proceeds from sales of Series C preferred shares and warrants, net | 5,929 | |
Cash payments of notes payable | -250 | |
Cash proceeds from exercise of warrants | 23 | |
Insurance financing | -8 | -2 |
Net cash provided by (used in) financing activities | 5,694 | -2 |
Net increase in cash | 915 | 693 |
Cash and cash equivalents - beginning of year | 909 | 216 |
Cash and cash equivalents - end of year | 1,824 | 909 |
Non-cash financing activities: | ||
Reclassification of fair value liability for price adjustable warrants exercised | 1,917 | |
Issuance of common stock to settle liabilities | 3,517 | |
Debt conversion to common shares | 1,479 | |
Deemed dividend to Series C convertible preferred stockholders | 6,000 | |
Supplemental Disclosure | ||
Cash paid for interest | $83 | $1 |
Business_Liquidity_and_Summary
Business, Liquidity and Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||||||||||
Dec. 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 | |||||||||||||||||||||||||
We are a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies to treat orphan diseases. Our pipeline includes CEQ508, a product in clinical development for the treatment of Familial Adenomatous Polyposis (“FAP”), for which we have received Orphan Drug Designation (“ODD”) from the U.S. Food and Drug Administration (“FDA”), and preclinical programs for the treatment of type 1 myotonic dystrophy (“DM1”) and Duchenne muscular dystrophy (“DMD”). | |||||||||||||||||||||||||
Since 2010, we have strategically acquired/in-licensed and further developed nucleic acid chemistry and delivery-related technologies in order to establish a novel and differentiated drug discovery platform. This platform allows us to distinguish ourselves from others in the nucleic acid therapeutics area in that we are the only company capable of creating a wide variety of therapeutics targeting coding and non-coding RNA via multiple mechanisms of action such as RNA interference (“RNAi”), messenger RNA translational inhibition, exon skipping, microRNA (“miRNA”) replacement, miRNA inhibition, and steric blocking in order to modulate gene expression either up or down depending on the specific mechanism of action. Our goal 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. | |||||||||||||||||||||||||
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, 2014, we had an accumulated deficit of approximately $337.8 million, $112.1 million of which has been accumulated since the corporation focused on RNA therapeutics in June 2008. 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. In 2014, we funded operations with a combination of issuances of preferred stock and license-related revenues. At December 31, 2014, we had a working capital surplus of $0.6 million and $1.8 million in cash. Our resumed operating activities consumed the majority of our cash resources during 2014. | |||||||||||||||||||||||||
In February 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, in March 2014, we sold 1,200 shares of our Series C Convertible Preferred Stock and 6.0 million warrants to purchase one share of common stock for $0.75 per share, resulting in gross proceeds of $6.0 million. We believe that our current cash resources, which include an upfront licensing fee received from MiNA in January 2015, will enable us to fund our intended operations through July 2015. Our ability to execute our operating plan beyond July 2015 depends on our ability to obtain additional funding. The volatility in our stock price, as well as market conditions in general, could make it difficult for us to raise capital on favorable terms, or at all. If we fail to obtain additional capital when required, we may have to modify, delay or abandon some or all of our planned activities, or terminate our operations. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements included in this prospectus do not include any adjustments that may result from the outcome of this uncertainty. We are currently pursuing both non-dilutive means of obtaining additional capital, primarily from existing and potential future licenses and partnerships, and dilutive means of obtaining additional capital, primarily through the offering of our equity and debt securities. However, there can be no assurance that we will be successful in such endeavors. | |||||||||||||||||||||||||
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, 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. | |||||||||||||||||||||||||
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 is subject to fair value measurement and is valued determined by Level 1 inputs. We measure the liability for committed stock issuances with a fixed share number using Level 1 inputs. We measure the liability for price adjustable warrants and certain features embedded in notes, using the Black-Scholes option pricing model (“Black-Scholes”), using Level 3 inputs. The following tables summarize our liabilities measured at fair value on a recurring basis as of December 31, 2013 and 2014: | |||||||||||||||||||||||||
Balance at | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||
December 31, | Quoted prices | Significant other | Significant | ||||||||||||||||||||||
2013 | in | observable inputs | unobservable | ||||||||||||||||||||||
active | inputs | ||||||||||||||||||||||||
markets for | |||||||||||||||||||||||||
identical | |||||||||||||||||||||||||
assets | |||||||||||||||||||||||||
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 | |||||||||||||||||
Balance at | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||
December 31, | Quoted prices | Significant other | Significant | ||||||||||||||||||||||
2014 | in | observable | unobservable | ||||||||||||||||||||||
active | inputs | inputs | |||||||||||||||||||||||
markets for | |||||||||||||||||||||||||
identical | |||||||||||||||||||||||||
assets | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Fair value liability for price adjustable warrants | $ | 9,225 | $ | - | $ | - | $ | 9,225 | |||||||||||||||||
Fair value liability for shares to be issued | 75 | 75 | - | - | |||||||||||||||||||||
Total liabilities at fair value | $ | 9,300 | $ | 75 | $ | - | $ | 9,225 | |||||||||||||||||
The following presents the activity in our accrued restructuring liability determined by Level 3 inputs for each of the years ended December 31, 2013 and 2014 (excludes stock to be issued, not carried in this liability account): | |||||||||||||||||||||||||
Facility Related Liabilities | |||||||||||||||||||||||||
(In thousands) | 2013 | 2014 | |||||||||||||||||||||||
Balance, January 1 | $ | 392 | $ | 12 | |||||||||||||||||||||
Cash payments | (380 | ) | (12 | ) | |||||||||||||||||||||
Balance, December 31 | $ | 12 | $ | - | |||||||||||||||||||||
The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the years ended December 31, 2013 and 2014: | |||||||||||||||||||||||||
Weighted average as of each measurement date | |||||||||||||||||||||||||
Fair value | Exercise | Stock | Volatility | Contractual | Risk free | ||||||||||||||||||||
liability for | Price | Price | life | rate | |||||||||||||||||||||
price | (in years) | ||||||||||||||||||||||||
adjustable | |||||||||||||||||||||||||
warrants | |||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Balance at December 31, 2012 | $ | 4,169 | $ | 0.28 | $ | 0.46 | 146 | % | 4.64 | 0.66 | % | ||||||||||||||
Fair value of warrants issued in connection to amendments to notes payable | 1,208 | 0.28 | 0.28 | 140 | % | 5.5 | 1.55 | % | |||||||||||||||||
Change in fair value included in consolidated statement of operations | (151 | ) | - | - | - | - | - | ||||||||||||||||||
Balance at December 31, 2013 | 5,226 | 0.28 | 0.4 | 124 | % | 4.08 | 1.3 | % | |||||||||||||||||
Fair value of price-adjustable warrants issued in connection with Series C Convertible Preferred Shares | 5,929 | 0.75 | 1.5 | 123 | % | 7 | 0.55 | % | |||||||||||||||||
Exercise of Warrants | (1,917 | ) | 0.36 | 1.14 | 133 | % | 3.07 | 0.77 | % | ||||||||||||||||
Change in fair value included in consolidated statement of operations | (13 | ) | - | - | - | - | - | ||||||||||||||||||
Balance at December 31, 2014 | $ | 9,225 | $ | 0.42 | 0.95 | 121 | % | 3.51 | 0.9 | % | |||||||||||||||
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; and | ||||||||||||||||||||||||
· | For indefinite-lived intangible assets, such as acquired in-process R&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. In 2013, final payments were made to the landlord. | |||||||||||||||||||||||||
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 $2.1 million in licensing revenue in 2013 with 53% from Mirna Therapeutics, Inc. (“Mirna”), 38% from Arcturus, and 9% from Protiva Biotherapeutics, Inc. (“Tekmira”), a wholly-owned subsidiary of Tekmira Pharmaceuticals Corporation. We had $0.5 million in licensing revenue in 2014 from MiNA Therapeutics, Ltd. (“MiNA”). | |||||||||||||||||||||||||
We maintain our cash in a single bank account. Any amount over the limits insured by the Federal Deposit Insurance Corporation could be at risk in the event of a bank default. | |||||||||||||||||||||||||
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 licensing arrangements that do not involve multiple deliverables and have no ongoing influence, control or R&D obligations. Our license arrangements may include upfront non-refundable payments, development milestone payments, patent-based or product sale royalties, and commercial sales, all of which are treated as separate units of accounting. In addition, we may receive revenues from sub-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 licensing 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. | |||||||||||||||||||||||||
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 Investigational New Drug Application (“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. | |||||||||||||||||||||||||
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. | |||||||||||||||||||||||||
Stock-based Compensation — We use 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. Black-Scholes 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 immediately for immediately vested portions of the grant, with the remaining portions 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 have been estimated based on historical rates and compensation expense is adjusted for general forfeiture rates in each period. Starting in September 2014, we did not use historical forfeiture rates and did not apply a forfeiture rate as the historical forfeiture rate was not believed to be a reasonable estimate of the probability that the outstanding awards would be exercised in the future. Given the specific terms of the awards and the recipient population, we expect these options will all be exercised in the future. | |||||||||||||||||||||||||
Non-employee stock compensation expense is recognized immediately for immediately vested portions of a grant, with the remaining portions recognized on a straight-line basis over the applicable vesting periods. At the end of each financial reporting period prior to vesting, the value of the unvested 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. | |||||||||||||||||||||||||
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 shares have been excluded: | |||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||||||
Stock options outstanding | 284,829 | 1,084,106 | |||||||||||||||||||||||
Warrants | 17,017,601 | 21,212,813 | |||||||||||||||||||||||
Common shares underlying Series C convertible preferred stock | - | 8,000,000 | |||||||||||||||||||||||
Total | 17,302,430 | 30,296,919 | |||||||||||||||||||||||
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 note amendment, a series of analyses is performed to determine first whether the amendment was a troubled debt restructuring, as defined by conditions of default, our financial state and ability to repay loan, and whether the lender made a concession. If an amendment is not a troubled debt restructuring, then we perform 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. |
Intangible_assets
Intangible assets | 12 Months Ended |
Dec. 31, 2014 | |
Business Combinations [Abstract] | |
Intangible assets | Note 2 — Intangible assets |
In July 2010, we acquired Cequent. A substantial portion of the assets acquired were allocated to identifiable intangible assets related to in-process research and development (“IPR&D”) projects identified by our chief executive officer. Our chief executive officer 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. We recorded a loss on impairment of these intangible assets of $16.0 million in 2011. | |
We tested the carrying value of our intangible assets for impairment as of December 31, 2013 and 2014, utilizing the income approach. 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 2013. Using a similar analysis with a 22% discount rate, no impairment was indicated at December 31, 2014 and no loss on impairment was recorded in 2014. | |
Deferred Taxes — Our acquisition of Cequent in 2010 was treated as a tax-free merger. Deferred tax assets acquired were comprised of $7.0 million of federal and state net operating loss carry-forwards and $1.1 million of 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. After considering the impairment loss in 2011 and the current carrying value of the intangible assets, at December 31, 2013 and 2014, we had a deferred tax liability of $2.4 million related to these intangible assets. No material change was recorded in 2013 or 2014. Due to uncertainty as to the timing of the reversal, we determined that the deferred tax liability did not support realization of any deferred tax assets (see Note 8). |
Accrued_Expenses
Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accrued Expenses | Note 3 — Accrued Expenses | ||||||||
The following summarizes the major components of the accrued expenses balance at December 31, 2013 and 2014. | |||||||||
Year Ended December 31, | |||||||||
2013 | 2014 | ||||||||
Corporate legal fees | $ | 138 | $ | 564 | |||||
Audit, tax and filing services | 454 | 189 | |||||||
Interest accrued | 138 | - | |||||||
Taxes and Delaware fees | 450 | 96 | |||||||
Board fees | - | 45 | |||||||
Consulting equity instruments | - | 40 | |||||||
Sublicense fees | 125 | 125 | |||||||
Other miscellaneous | 10 | 13 | |||||||
$ | 1,315 | $ | 1,072 |
Restructuring_Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2014 | |
Restructuring Charges (Abstract) | |
Restructuring Charges | Note 4 — Restructuring Charges |
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 based on the change in fair value of the stock reserved to settle the liability. The lease termination in 2012 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. There were no additional restructuring charges in 2013 or 2014. |
Notes_Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2014 | |
Notes Payable [Abstract] | |
Notes Payable | Note 5 — Notes Payable |
Original Issuance and Amendments — 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 our company. The original maturity date was May 2012, and the notes were callable on condition of default. Price adjustable warrants to purchase 3.7 million common shares at $0.508 were issued and were exercisable through August 2017. Through a series of subsequent amendments, we were required to pay $0.2 million of accrued interest and issued additional price adjustable warrants to purchase 3.2 million shares and the exercise price of these and the original warrants was adjusted to $0.28. Each warrant had a contractual term of five years after the issue date. | |
Amendments in 2013 - In February 2013, we amended the notes to extend the maturity date to April 30, 2013. In exchange for the extension, we issued additional price adjustable warrants to purchase 1.0 million common shares at $0.28 before August 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 August 2013, we amended the notes to extend the maturity date to March 2014. Additionally, the terms of the notes were changed to a claim on a portion of the cash receipts from license payments and any financing, with any remaining principal and accrued interest to convert in any financing to the securities underlying the financing and with a conversion price equal to the effective price paid by other participating investors. In exchange for the amendment, we issued additional price adjustable warrants to purchase 4.0 million shares at $0.28 before February 2019. 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. | |
During the year ended December 31, 2013, we recorded interest expense related to the notes of $.025 million, a loss on debt extinguishments of $2.0 million and a gain on the change in the fair value of embedded debt features of $0.8 million. In the year ended December 31, 2014, we recorded interest expense related to the notes of $1.0 million and an immaterial gain on debt extinguishment. | |
In February 2014, the note holders exchanged the notes in the aggregate principal and interest amount of $1.5 million for approximately 2.0 million shares of our common stock. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
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 Junior Preferred”). No shares of Series B Preferred or Series A Junior 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. | |||||||||
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. Our common stock currently trades on the OTCQB. | |||||||||
In March 2014, we issued 0.1 million shares with a fair value of $0.01 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 at a 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 related to MiRNA and ProNAi payments received in 2012 and 2013, we issued 0.96 million common shares with a fair value of $1.5 million in March 2014. | |||||||||
In January 2014, we issued 2.8 million shares of common stock with fair value of $1.0 million to employees and board members for amounts due under certain employment and board of director agreements, of which 0.3 million shares were repurchased and retired in December 2014 in connection with the satisfaction of tax withholding obligations. | |||||||||
In January 2014, we issued 0.09 million shares of common stock with a fair value of $0.03 million to scientific advisory board members for services to be provided during the three months ended March 31, 2014. | |||||||||
In January 2014 and April 2014, we issued an aggregate of 0.04 million shares of common stock with a fair value of $0.02 million to consultants for services provided during the six months ended June 30, 2014. | |||||||||
In February 2014, we issued an aggregate of 2.0 million shares of common stock with a fair value of $1.48 million on the conversion of outstanding principal and unpaid accrued interest associated with our convertible debt. | |||||||||
In April 2014, we issued 0.02 million shares of common stock with a fair value of $0.03 million to scientific advisory board members for services to be provided during the three months ended June 30, 2014. | |||||||||
In September 2014, we issued 0.05 million shares of common stock with fair value of $0.06 million to a vendor to settle an outstanding payable under the terms of a 2012 compromise and release agreement. | |||||||||
During 2014, we issued 1.32 million shares of common stock upon net share exercises and 0.08 million shares of common stock on cash exercises of warrants. | |||||||||
In December 2014, we pledged to issue common stock valued at $0.075 million to Novosom, related to our license agreement with MiNA, for the portion due under its sublicensing agreement. Pricing of the common stock was to occur on receipt of the payment from MiNA. As of December 2014, the pledge was issued as a dollar denominated liability and was not influenced by changes in stock price. This obligation is included in Fair Value of Stock to be Issued to Settle Liabilities at December 31, 2014. | |||||||||
Warrants — In consideration of additional promissory note amendments in 2013, we issued additional price adjustable warrants to purchase 5.0 million shares of our common stock at an exercise price of $0.28, expiring in 2018 and 2019. | |||||||||
In December 2013, 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, and expire in December 2023. At December 31, 2014, the unvested warrants have a fair value of $0.03 million. | |||||||||
In March 2014, in conjunction with the issuance of Series C Preferred, 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. | |||||||||
During 2014, we issued 1.32 million shares of common stock upon net share exercises and 0.08 million shares on cash exercises of warrants. | |||||||||
In April 2014, we issued warrants to purchase up to 0.075 million shares of our common stock to a vendor. These warrants have a fixed strike price of $0.89 and expire in April 2014. The fair value of these warrants is immaterial. | |||||||||
In December 2014, we issued warrants to purchase up to 0.117 million shares to five consultants providing financial, scientific and development consulting services to our company. The fair value of these warrants is immaterial. | |||||||||
The following summarizes warrant activity during the years ended December 31, 2013 and 2014. | |||||||||
Warrant Shares | Weighted Average | ||||||||
Exercise Price | |||||||||
Outstanding, January 1, 2013 | 11,916,801 | 1.71 | |||||||
Issued | 5,100,800 | 0.28 | |||||||
Outstanding, December 31, 2013 | 17,017,601 | 1.29 | |||||||
Issued | 6,191,500 | 0.75 | |||||||
Exercised or cancelled | (1,996,288 | ) | 0.36 | ||||||
Outstanding December 31, 2014 | 21,212,813 | 1.19 | |||||||
Expiring in 2015 | 285,345 | ||||||||
Expiring in 2016 | - | ||||||||
Expiring in 2017 | 7,235,622 | ||||||||
Expiring thereafter | 13,691,846 |
Stock_Incentive_Plans
Stock Incentive Plans | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Stock Incentive Plans [Abstract] | |||||||||||||||||||||
Stock Incentive Plans | Note 7 — Stock Incentive Plans | ||||||||||||||||||||
At December 31, 2014, options to purchase up to 1.1 million shares of our common stock were outstanding, and 8.4 million shares were reserved for future awards under our stock incentive plans. | |||||||||||||||||||||
Our current stock incentive plans include the 2008 Stock Incentive Plan and the 2014 Long Term Incentive Plan. 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 2008 and 2014 stock incentive plans, we are authorized to grant awards of stock options, restricted stock, stock appreciation rights and performance shares. At December 31, 2014, no stock appreciation rights or performance shares have been granted. Standard 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) | 2013 | 2014 | |||||||||||||||||||
Research and development | $ | 53 | $ | 48 | |||||||||||||||||
General and administrative | 82 | 229 | |||||||||||||||||||
Total | $ | 135 | $ | 277 | |||||||||||||||||
Stock Options — Stock option activity in 2013 and 2014 was as follows: | |||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||
Shares | Weighted | Shares | Weighted | ||||||||||||||||||
Average | Average Exercise | ||||||||||||||||||||
Exercise Price | Price | ||||||||||||||||||||
Outstanding on January 1 | 284,829 | $ | 39.46 | 284,829 | $ | 39.46 | |||||||||||||||
Issued | - | - | 1,039,000 | 1.07 | |||||||||||||||||
Forfeited/Expired | - | - | (239,723 | ) | 18.02 | ||||||||||||||||
Outstanding on December 31 | 284,829 | $ | 39.46 | 1,084,106 | $ | 5.52 | |||||||||||||||
Exercisable as of December 31 | 246,559 | $ | 45.28 | 179,106 | $ | 28.06 | |||||||||||||||
The following table summarizes additional information on our stock options outstanding at December 31, 2014: | |||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Range of Exercise | Number | Weighted-Average | Weighted Average | Number | Weighted | ||||||||||||||||
Prices | Outstanding | Remaining | Exercise Price | Exercisable | Average | ||||||||||||||||
Contractual Life | Exercise Price | ||||||||||||||||||||
(Years) | |||||||||||||||||||||
$0.82 | 20,000 | 4.8 | $ | 0.82 | 10,000 | $ | 0.82 | ||||||||||||||
$1.07 | 1,019,000 | 8.49 | 1.07 | 124,000 | 1.07 | ||||||||||||||||
$2.00 - $2.20 | 2,500 | 6.7 | 2.2 | 2,500 | 2.2 | ||||||||||||||||
$11.60 - $50.00 | 10,500 | 3.44 | 47.6 | 10,500 | 47.6 | ||||||||||||||||
$50.00 - $90.80 | 10,500 | 3.4 | 87.6 | 10,500 | 87.6 | ||||||||||||||||
$127.60 - $207.60 | 21,500 | 3.4 | 158.3 | 21,500 | 158.3 | ||||||||||||||||
$420.00 - $588.80 | 106 | 2.1 | 526.4 | 106 | 526.4 | ||||||||||||||||
Totals | 1,084,106 | 8.23 | $ | 5.52 | 179,106 | $ | 28.06 | ||||||||||||||
Weighted-Average Exercisable Remaining Contractual Life (Years) | 4.44 | ||||||||||||||||||||
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. We meet the criteria, having had significant past structural changes, such that our historical exercise data are not reasonably extrapolated to an expected term. Given the terms of the awards and the population of recipients, we believe that expected term is equal to the contractual 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 2013 and 1.0 million options were granted in 2014. | |||||||||||||||||||||
At December 31, 2014, we had $1.6 million of total unrecognized compensation expense related to unvested stock options. We expect to recognize this cost over a weighted average period of 2.0 years. | |||||||||||||||||||||
At December 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 in either 2013 or 2014. The total grant date fair value of options that vested during 2013 and 2014 was $0.15 million and $0.12 million, respectively. | |||||||||||||||||||||
In January 2015, we issued options to purchase up to an aggregate of 152,000 shares of our common stock to the non-employee members of our board of directors at an exercise price of $0.635 per share as the annual grant to such directors for their service on our board of directors during 2015, and we issued options to purchase up to an aggregate of 80,000 shares of our common stock to the members of our scientific advisory board at an exercise price of $0.63 per share as the annual grant to such persons for their service on our scientific advisory board during 2015. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Taxes [Abstract] | |||||||||
Income Taxes | Note 8 — Income Taxes | ||||||||
We have identified our federal and Massachusetts state tax returns as “major” tax jurisdictions. The periods our income tax returns are first subject to examination for federal and Massachusetts jurisdictions are 2010 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, 2014, we had available net operating loss carry-forwards for federal and state income tax reporting purposes of $310.0 million and $0.0 million, respectively, and had available tax credit carry-forwards for federal and state income tax reporting purposes of $10.6 and $0.1 million, which are available to offset future taxable income. Portions of these carry-forwards will expire through 2032 if not otherwise utilized. We have not performed a formal analysis, but 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, 2013 and 2014 are as follows: | |||||||||
Year Ended December 31, | |||||||||
(In thousands) | 2013 | 2014 | |||||||
Deferred tax assets: | |||||||||
Net operating loss carry-forwards | $ | 108,110 | $ | 108,348 | |||||
Tax credit carry-forwards | 10,783 | 10,696 | |||||||
Depreciation and amortization | 3,605 | 3,709 | |||||||
Other | 78 | 185 | |||||||
Total deferred tax assets | 122,576 | 122,938 | |||||||
Valuation allowance | (122,576 | ) | (122,938 | ) | |||||
Net deferred tax assets | - | - | |||||||
Deferred tax liabilities: | |||||||||
Intangible assets | (2,345 | ) | (2,345 | ) | |||||
Net deferred tax liabilities | $ | (2,345 | ) | $ | (2,345 | ) | |||
We record a valuation allowance in the full amount of deferred tax assets not otherwise offset by deferred tax liabilities that we expect to reverse since realization of such tax benefits has been determined by our management to be less likely than not. The valuation allowance decreased$0.06 million and increased $0.36 million during 2013 and 2014, respectively. | |||||||||
Income Tax Expense. In 2013 there was a deferred income tax benefit of $0.04 million, due to changes in effective state tax rates and in 2014 there was no income tax benefit or recorded expense. |
Intellectual_Property_and_Coll
Intellectual Property and Collaborative Agreements | 12 Months Ended |
Dec. 31, 2014 | |
Intellectual Property and Contractual Agreements [Abstract] | |
Intellectual Property and Collaborative Agreements | Note 9 — Intellectual Property and Collaborative Agreements |
MiNA — In December 2014, we entered into a license agreement with MiNA regarding the development and commercialization of small activating RNA-based therapeutics utilizing MiNA’s proprietary oligonucleotides and our SMARTICLES nucleic acid delivery technology. MiNA will have full responsibility for the development and commercialization of any products arising under the agreement. We received an upfront fee of $0.5 million in January 2015. We could receive up to an additional $49 million in clinical and commercialization milestone payments, as well as royalties on sales, based on the successful development of MiNA’s potential product candidates. | |
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 F. Hoffman-La Roche Inc. and F. Hoffman-La Roche Ltd., dated February 2009, and Tekmira, dated November 2012. 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 Unlocked Nucleobase Analog (“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. | |
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. Mirna has the right to terminate the agreement upon 60 days prior written notice. 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. | |
Novosom — In July 2010, we entered into an agreement pursuant to which we acquired the intellectual property for Novosom AG’s (“Novosom”) 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 are obligated to 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 Company. 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 as of December 2013, both cash and stock, were paid or issued in March 2014. In December 2014, we recorded an upfront license fee from MiNA, and recorded an amount due Novosom of $0.075 million and pledged to issue $0.075 million in common stock. In January 2015, we settled amounts due with cash and 0.12 million shares of common stock. | |
Valeant Pharmaceuticals — In March 2010, we acquired intellectual property related to conformationally restricted nucleotide (“CRN”) technology from Valeant Pharmaceuticals North America (“Valeant”) for a licensing fee recorded as R&D expense. Subject to meeting certain milestones, we may be obligated to make a development milestone payment 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, 2014, 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. 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. | |
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, 2014, 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. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 10 — Commitments and Contingencies |
Standby Letter of Credit/Leases— In connection with the lease termination of our Bothell, Washington facility, the landlord drew $0.38 million from our letter of credit in 2013 before the credit facility was closed in March 2013. At March 1, 2013, we had terminated all facility leases. | |
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, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 — Subsequent Events |
All material subsequent events have been included within footnotes 1, 6, 7 and 9 of the Consolidated Financial Statements. |
Business_Liquidity_and_Summary1
Business, Liquidity and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
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, 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. | ||||||||||||||||||||||||
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 is subject to fair value measurement and is valued determined by Level 1 inputs. We measure the liability for committed stock issuances with a fixed share number using Level 1 inputs. We measure the liability for price adjustable warrants and certain features embedded in notes, using the Black-Scholes option pricing model (“Black-Scholes”), using Level 3 inputs. The following tables summarize our liabilities measured at fair value on a recurring basis as of December 31, 2013 and 2014: | |||||||||||||||||||||||||
Balance at | Level 1 Quoted | Level 2 | Level 3 | ||||||||||||||||||||||
December 31, | prices in active | Significant other | Significant | ||||||||||||||||||||||
2013 | markets for | observable inputs | unobservable | ||||||||||||||||||||||
identical assets | 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 | |||||||||||||||||
Balance at | Level 1 Quoted | Level 2 | Level 3 | ||||||||||||||||||||||
December 31, | prices in active | Significant other | Significant | ||||||||||||||||||||||
2014 | markets for | observable | unobservable | ||||||||||||||||||||||
identical assets | inputs | inputs | |||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Fair value liability for price adjustable warrants | $ | 9,225 | $ | - | $ | - | $ | 9,225 | |||||||||||||||||
Fair value liability for shares to be issued | 75 | 75 | - | - | |||||||||||||||||||||
Total liabilities at fair value | $ | 9,300 | $ | 75 | $ | - | $ | 9,225 | |||||||||||||||||
The following presents the activity in our accrued restructuring liability determined by Level 3 inputs for each of the years ended December 31, 2013 and 2014 (excludes stock to be issued, not carried in this liability account): | |||||||||||||||||||||||||
Facility Related Liabilities | |||||||||||||||||||||||||
(In thousands) | 2013 | 2014 | |||||||||||||||||||||||
Balance, January 1 | $ | 392 | $ | 12 | |||||||||||||||||||||
Cash payments | (380 | ) | (12 | ) | |||||||||||||||||||||
Balance, December 31 | $ | 12 | $ | - | |||||||||||||||||||||
The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the years ended December 31, 2013 and 2014: | |||||||||||||||||||||||||
Weighted average as of each measurement date | |||||||||||||||||||||||||
Fair value | Exercise | Stock | Volatility | Contractual | Risk free | ||||||||||||||||||||
liability for | Price | Price | life | rate | |||||||||||||||||||||
price | (in years) | ||||||||||||||||||||||||
adjustable | |||||||||||||||||||||||||
warrants | |||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Balance at December 31, 2012 | $ | 4,169 | $ | 0.28 | $ | 0.46 | 146 | % | 4.64 | 0.66 | % | ||||||||||||||
Fair value of warrants issued in connection to amendments to notes payable | 1,208 | 0.28 | 0.28 | 140 | % | 5.5 | 1.55 | % | |||||||||||||||||
Change in fair value included in consolidated statement of operations | (151 | ) | - | - | - | - | - | ||||||||||||||||||
Balance at December 31, 2013 | 5,226 | 0.28 | 0.4 | 124 | % | 4.08 | 1.3 | % | |||||||||||||||||
Fair value of price-adjustable warrants issued in connection with Series C Convertible Preferred Shares | 5,929 | 0.75 | 1.5 | 123 | % | 7 | 0.55 | % | |||||||||||||||||
Exercise of Warrants | (1,917 | ) | 0.36 | 1.14 | 133 | % | 3.07 | 0.77 | % | ||||||||||||||||
Change in fair value included in consolidated statement of operations | (13 | ) | - | - | - | - | - | ||||||||||||||||||
Balance at December 31, 2014 | $ | 9,225 | $ | 0.42 | 0.95 | 121 | % | 3.51 | 0.9 | % | |||||||||||||||
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; and | ||||||||||||||||||||||||
· | For indefinite-lived intangible assets, such as acquired in-process R&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. In 2013, final payments were made to the landlord. | ||||||||||||||||||||||||
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 $2.1 million in licensing revenue in 2013 with 53% from Mirna Therapeutics, Inc. (“Mirna”), 38% from Arcturus, and 9% from Protiva Biotherapeutics, Inc. (“Tekmira”), a wholly-owned subsidiary of Tekmira Pharmaceuticals Corporation. We had $0.5 million in licensing revenue in 2014 from MiNA Therapeutics, Ltd. (“MiNA”). | |||||||||||||||||||||||||
We maintain our cash in a single bank account. Any amount over the limits insured by the Federal Deposit Insurance Corporation could be at risk in the event of a bank default. | |||||||||||||||||||||||||
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 licensing arrangements that do not involve multiple deliverables and have no ongoing influence, control or R&D obligations. Our license arrangements may include upfront non-refundable payments, development milestone payments, patent-based or product sale royalties, and commercial sales, all of which are treated as separate units of accounting. In addition, we may receive revenues from sub-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 licensing 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. | |||||||||||||||||||||||||
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 Investigational New Drug Application (“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. | |||||||||||||||||||||||||
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. | ||||||||||||||||||||||||
Stock-based Compensation | Stock-based Compensation — We use 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. Black-Scholes 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 immediately for immediately vested portions of the grant, with the remaining portions 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 have been estimated based on historical rates and compensation expense is adjusted for general forfeiture rates in each period. Starting in September 2014, we did not use historical forfeiture rates and did not apply a forfeiture rate as the historical forfeiture rate was not believed to be a reasonable estimate of the probability that the outstanding awards would be exercised in the future. Given the specific terms of the awards and the recipient population, we expect these options will all be exercised in the future. | ||||||||||||||||||||||||
Non-employee stock compensation expense is recognized immediately for immediately vested portions of a grant, with the remaining portions recognized on a straight-line basis over the applicable vesting periods. At the end of each financial reporting period prior to vesting, the value of the unvested 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. | |||||||||||||||||||||||||
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 shares have been excluded: | ||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||||||
Stock options outstanding | 284,829 | 1,084,106 | |||||||||||||||||||||||
Warrants | 17,017,601 | 21,212,813 | |||||||||||||||||||||||
Common shares underlying Series C convertible preferred stock | - | 8,000,000 | |||||||||||||||||||||||
Total | 17,302,430 | 30,296,919 | |||||||||||||||||||||||
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 note amendment, a series of analyses is performed to determine first whether the amendment was a troubled debt restructuring, as defined by conditions of default, our financial state and ability to repay loan, and whether the lender made a concession. If an amendment is not a troubled debt restructuring, then we perform 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, 2014 | |||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||
Schedule of liabilities measured at fair value on a recurring basis | Balance at | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||
December 31, | Quoted prices | Significant | Significant | ||||||||||||||||||||||
2013 | in | other | unobservable | ||||||||||||||||||||||
active | observable | inputs | |||||||||||||||||||||||
markets for | inputs | ||||||||||||||||||||||||
identical | |||||||||||||||||||||||||
assets | |||||||||||||||||||||||||
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 | |||||||||||||||||
Balance at | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||
December 31, | Quoted prices | Significant | Significant | ||||||||||||||||||||||
2014 | in | other | unobservable | ||||||||||||||||||||||
active | observable | inputs | |||||||||||||||||||||||
markets for | inputs | ||||||||||||||||||||||||
identical | |||||||||||||||||||||||||
assets | |||||||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Fair value liability for price adjustable warrants | $ | 9,225 | $ | - | $ | - | $ | 9,225 | |||||||||||||||||
Fair value liability for shares to be issued | 75 | 75 | - | - | |||||||||||||||||||||
Total liabilities at fair value | $ | 9,300 | $ | 75 | $ | - | $ | 9,225 | |||||||||||||||||
Schedule of activity of accrued restructuring liability determined by Level 3 inputs | Facility Related Liabilities | ||||||||||||||||||||||||
(In thousands) | 2013 | 2014 | |||||||||||||||||||||||
Balance, January 1 | $ | 392 | $ | 12 | |||||||||||||||||||||
Cash payments | (380 | ) | (12 | ) | |||||||||||||||||||||
Balance, December 31 | $ | 12 | $ | - | |||||||||||||||||||||
Schedule of fair value liability of price adjustable warrants determined by Level 3 | Weighted average as of each measurement date | ||||||||||||||||||||||||
Fair value | Exercise | Stock | Volatility | Contractual | Risk free | ||||||||||||||||||||
liability for | Price | Price | life | rate | |||||||||||||||||||||
price | (in years) | ||||||||||||||||||||||||
adjustable | |||||||||||||||||||||||||
warrants | |||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Balance at December 31, 2012 | $ | 4,169 | $ | 0.28 | $ | 0.46 | 146 | % | 4.64 | 0.66 | % | ||||||||||||||
Fair value of warrants issued in connection to amendments to notes payable | 1,208 | 0.28 | 0.28 | 140 | % | 5.5 | 1.55 | % | |||||||||||||||||
Change in fair value included in consolidated statement of operations | (151 | ) | - | - | - | - | - | ||||||||||||||||||
Balance at December 31, 2013 | 5,226 | 0.28 | 0.4 | 124 | % | 4.08 | 1.3 | % | |||||||||||||||||
Fair value of price-adjustable warrants issued in connection with Series C Convertible Preferred Shares | 5,929 | 0.75 | 1.5 | 123 | % | 7 | 0.55 | % | |||||||||||||||||
Exercise of Warrants | (1,917 | ) | 0.36 | 1.14 | 133 | % | 3.07 | 0.77 | % | ||||||||||||||||
Change in fair value included in consolidated statement of operations | (13 | ) | - | - | - | - | - | ||||||||||||||||||
Balance at December 31, 2014 | $ | 9,225 | $ | 0.42 | 0.95 | 121 | % | 3.51 | 0.9 | % | |||||||||||||||
Schedule of anti-dilutive securities | Year Ended December 31, | ||||||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||||||
Stock options outstanding | 284,829 | 1,084,106 | |||||||||||||||||||||||
Warrants | 17,017,601 | 21,212,813 | |||||||||||||||||||||||
Common shares underlying Series C convertible preferred stock | - | 8,000,000 | |||||||||||||||||||||||
Total | 17,302,430 | 30,296,919 |
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Schedule of summary of major components of accrued expenses balance | Year Ended December 31, | ||||||||
2013 | 2014 | ||||||||
Corporate legal fees | $ | 138 | $ | 564 | |||||
Audit, tax and filing services | 454 | 189 | |||||||
Interest accrued | 138 | - | |||||||
Taxes and Delaware fees | 450 | 96 | |||||||
Board fees | - | 45 | |||||||
Consulting equity instruments | - | 40 | |||||||
Sublicense fees | 125 | 125 | |||||||
Other miscellaneous | 10 | 13 | |||||||
$ | 1,315 | $ | 1,072 |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Stockholders' Equity [Abstract] | |||||||||
Schedule of warrant related activity | Warrant Shares | Weighted Average | |||||||
Exercise Price | |||||||||
Outstanding, January 1, 2013 | 11,916,801 | 1.71 | |||||||
Issued | 5,100,800 | 0.28 | |||||||
Outstanding, December 31, 2013 | 17,017,601 | 1.29 | |||||||
Issued | 6,191,500 | 0.75 | |||||||
Exercised or cancelled | (1,996,288 | ) | 0.36 | ||||||
Outstanding December 31, 2014 | 21,212,813 | 1.19 | |||||||
Expiring in 2015 | 285,345 | ||||||||
Expiring in 2016 | - | ||||||||
Expiring in 2017 | 7,235,622 | ||||||||
Expiring thereafter | 13,691,846 |
Stock_Incentive_Plans_Tables
Stock Incentive Plans (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Stock Incentive Plans [Abstract] | |||||||||||||||||||||
Schedule of stock-based compensation expense | Year Ended December 31, | ||||||||||||||||||||
(In thousands) | 2013 | 2014 | |||||||||||||||||||
Research and development | $ | 53 | $ | 48 | |||||||||||||||||
General and administrative | 82 | 229 | |||||||||||||||||||
Total | $ | 135 | $ | 277 | |||||||||||||||||
Schedule of stock option activity | Year Ended December 31, | ||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||
Shares | Weighted | Shares | Weighted | ||||||||||||||||||
Average | Average Exercise | ||||||||||||||||||||
Exercise Price | Price | ||||||||||||||||||||
Outstanding on January 1 | 284,829 | $ | 39.46 | 284,829 | $ | 39.46 | |||||||||||||||
Issued | - | - | 1,039,000 | 1.07 | |||||||||||||||||
Forfeited/Expired | - | - | (239,723 | ) | 18.02 | ||||||||||||||||
Outstanding on December 31 | 284,829 | $ | 39.46 | 1,084,106 | $ | 5.52 | |||||||||||||||
Exercisable as of December 31 | 246,559 | $ | 45.28 | 179,106 | $ | 28.06 | |||||||||||||||
Schedule of summary of additional information on stock options outstanding | Options Outstanding | Options Exercisable | |||||||||||||||||||
Range of Exercise | Number | Weighted-Average | Weighted Average | Number | Weighted | ||||||||||||||||
Prices | Outstanding | Remaining | Exercise Price | Exercisable | Average | ||||||||||||||||
Contractual Life | Exercise Price | ||||||||||||||||||||
(Years) | |||||||||||||||||||||
$0.82 | 20,000 | 4.8 | $ | 0.82 | 10,000 | $ | 0.82 | ||||||||||||||
$1.07 | 1,019,000 | 8.49 | 1.07 | 124,000 | 1.07 | ||||||||||||||||
$2.00 - $2.20 | 2,500 | 6.7 | 2.2 | 2,500 | 2.2 | ||||||||||||||||
$11.60 - $50.00 | 10,500 | 3.44 | 47.6 | 10,500 | 47.6 | ||||||||||||||||
$50.00 - $90.80 | 10,500 | 3.4 | 87.6 | 10,500 | 87.6 | ||||||||||||||||
$127.60 - $207.60 | 21,500 | 3.4 | 158.3 | 21,500 | 158.3 | ||||||||||||||||
$420.00 - $588.80 | 106 | 2.1 | 526.4 | 106 | 526.4 | ||||||||||||||||
Totals | 1,084,106 | 8.23 | $ | 5.52 | 179,106 | $ | 28.06 | ||||||||||||||
Weighted-Average Exercisable Remaining Contractual Life (Years) | 4.44 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Taxes [Abstract] | |||||||||
Schedule of deferred tax assets, liabilities and valuation allowance | |||||||||
Year Ended December 31, | |||||||||
(In thousands) | 2013 | 2014 | |||||||
Deferred tax assets: | |||||||||
Net operating loss carry-forwards | $ | 108,110 | $ | 108,348 | |||||
Tax credit carry-forwards | 10,783 | 10,696 | |||||||
Depreciation and amortization | 3,605 | 3,709 | |||||||
Other | 78 | 185 | |||||||
Total deferred tax assets | 122,576 | 122,938 | |||||||
Valuation allowance | (122,576 | ) | (122,938 | ) | |||||
Net deferred tax assets | - | - | |||||||
Deferred tax liabilities: | |||||||||
Intangible assets | (2,345 | ) | (2,345 | ) | |||||
Net deferred tax liabilities | $ | (2,345 | ) | $ | (2,345 | ) | |||
Business_Liquidity_and_Summary3
Business, Liquidity and Summary of Significant Accounting Policies (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Liabilities: | ||
Fair value liability for price adjustable warrants | $9,225 | $5,226 |
Fair value liability for shares to be issued | 75 | 1,019 |
Recurring basis | ||
Liabilities: | ||
Fair value liability for price adjustable warrants | 9,225 | 5,226 |
Fair value liability for shares to be issued | 75 | 1,019 |
Total liabilities at fair value | 9,300 | 6,245 |
Recurring basis | Level 1 Quoted prices in active markets for identical assets | ||
Liabilities: | ||
Fair value liability for price adjustable warrants | ||
Fair value liability for shares to be issued | 75 | 1,019 |
Total liabilities at fair value | 75 | 1,019 |
Recurring basis | Level 2 Significant other observable inputs | ||
Liabilities: | ||
Fair value liability for price adjustable warrants | ||
Fair value liability for shares to be issued | ||
Total liabilities at fair value | ||
Recurring basis | Level 3 Significant unobservable inputs | ||
Liabilities: | ||
Fair value liability for price adjustable warrants | 9,225 | 5,226 |
Fair value liability for shares to be issued | ||
Total liabilities at fair value | $9,225 | $5,226 |
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, 2014 | Dec. 31, 2013 |
Accrued restructuring liability | Level 3 | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, January 1 | $12 | $392 |
Cash payments | -12 | -380 |
Balance, December 31 | $12 |
Business_Liquidity_and_Summary5
Business, Liquidity and Summary of Significant Accounting Policies (Details 2) (Fair Value Liability For Price Adjustable Warrants, Level 3 Significant unobservable inputs, USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value Liability For Price Adjustable Warrants | Level 3 Significant unobservable inputs | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $5,226 | $4,169 | |
Fair value of warrants issued in connection to amendments to notes payable | 1,208 | ||
Fair value of price-adjustable warrants issued in connection with Series C Convertible Preferred Shares | 5,929 | ||
Change in fair value included in consolidated statement of operations | -13 | -151 | |
Exercise of Warrants | -1,917 | ||
Ending balance | $9,225 | $5,226 | $4,169 |
Exercise Price [Roll Forward] | |||
Beginning balance | $0.28 | $0.28 | |
Fair value of warrants issued in Notes and Warrants Purchase Agreement, exercise price | $0.28 | ||
Fair value of price-adjustable warrants issued in connection with Series C Convertible Preferred Shares, ExercisePrice | $0.75 | ||
Fair value of exercised warrants, exercise price | $0.36 | ||
Ending balance | $0.42 | $0.28 | $0.28 |
Stock Price [Roll Forward] | |||
Beginning balance | $0.40 | $0.46 | |
Fair value of warrants issued in connection to amendments to notes payable, stock price | $0.28 | ||
Fair value of price-adjustable warrants issued in connection with Series C Convertible Preferred Shares, StockPrice | $1.50 | ||
Fair value of exercised warrants, stock price | $1.14 | ||
Ending balance | $0.95 | $0.40 | $0.46 |
Volatility [Roll Forward] | |||
Beginning balance | 124.00% | 146.00% | |
Fair value of warrants issued in connection to amendments to notes payable, volatility | 140.00% | ||
Fair value of price-adjustable warrants issued in connection with Series C Convertible Preferred Shares, Volatility | 123.00% | ||
Fair value of exercised warrants, volatility | 133.00% | ||
Ending balance | 121.00% | 124.00% | 146.00% |
Contractual Life In Years [Roll Forward] | |||
Contractual Life (In Years) | 3 years 6 months 4 days | 4 years 29 days | 4 years 7 months 21 days |
Fair value of warrants issued in connection to amendments to notes payable, term | 5 years 6 months | ||
Fair value of price-adjustable warrants issued in connection with Series C Convertible Preferred Shares, Contractual life | 7 years | ||
Fair value of exercised warrants, exercised term | 3 years 26 days | ||
Risk Free [Roll Forward] | |||
Beginning balance | 1.30% | 0.66% | |
Fair value of warrants issued in connection to amendments to notes payable, risk free rate | 1.55% | ||
Fair value of price-adjustable warrants issued in connection with Series C Convertible Preferred Shares, Risk free rate | 0.55% | ||
Fair value of exercised warrants, risk free rate | 0.77% | ||
Ending balance | 0.90% | 1.30% | 0.66% |
Business_Liquidity_and_Summary6
Business, Liquidity and Summary of Significant Accounting Policies (Details 5) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 30,296,919 | 17,302,430 |
Stock options outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 1,084,106 | 284,829 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 21,212,813 | 17,017,601 |
Common shares underlying Series C convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 8,000,000 |
Business_Liquidity_and_Summary7
Business, Liquidity and Summary of Significant Accounting Policies (Detail Textuals) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||
Feb. 24, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2012 | Jun. 30, 2008 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Accumulated deficit | ($337,788,000) | -331,311,000 | ($112,100,000) | |||
Working capital surplus | 600,000 | |||||
Cash | 1,824,000 | 909,000 | 216,000 | |||
Business, Going Concern And Summary Of Significant Accounting Policies [Line Items] | ||||||
Aggregate principal and interest amount of promissory notes | 1,500,000 | 1,479,000 | ||||
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 | |||||
Interest rate on notes payable | 10.00% | |||||
Licensing revenue | MiNA | ||||||
Business, Going Concern And Summary Of Significant Accounting Policies [Line Items] | ||||||
Licenses Revenue | 500,000 | |||||
Licensing revenue | Arcturus | ||||||
Business, Going Concern And Summary Of Significant Accounting Policies [Line Items] | ||||||
Concentration Risk, Percentage | 38.00% | |||||
Licensing revenue | Tekmira | ||||||
Business, Going Concern And Summary Of Significant Accounting Policies [Line Items] | ||||||
Concentration Risk, Percentage | 9.00% | |||||
Licensing revenue | Mirna | ||||||
Business, Going Concern And Summary Of Significant Accounting Policies [Line Items] | ||||||
Licenses Revenue | 2,100,000 | |||||
Concentration Risk, Percentage | 53.00% | |||||
Series C Preferred Stock | ||||||
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 | |||||
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 |
Intangible_assets_Detail_Textu
Intangible assets (Detail Textuals) (Cequent Pharmaceuticals, Inc., USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Jul. 31, 2010 |
Business Acquisition [Line Items] | ||||
Intangible assets | $22.70 | |||
Fair value discount rate | 22.00% | 22.00% | ||
Loss on impairment of intangible assets | 16 | |||
FAP | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 19.3 | |||
tkRNAi | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $3.40 |
Intangible_assets_Detail_Textu1
Intangible assets (Detail Textuals 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2010 |
Business Acquisition [Line Items] | |||
Acquired deferred tax assets for federal and state net operating loss carry-forwards | $108,348,000 | $108,110,000 | |
Deferred tax liability | 2,345,000 | 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 | 22,700,000 | ||
Deferred tax liability | $8,000,000 |
Accrued_Expenses_Details
Accrued Expenses (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Corporate legal fees | $564 | $138 |
Audit, tax and filing services | 189 | 454 |
Interest accrued | 138 | |
Taxes and Delaware fees | 96 | 450 |
Board fees | 45 | |
Consulting equity instruments | 40 | |
Sublicense fees | 125 | 125 |
Other miscellaneous | 13 | 10 |
Other accrued liabilities, Total | $1,072 | $1,315 |
Restructuring_Charges_Detail_T
Restructuring Charges (Detail Textuals) (Facility, Washington facility, USD $) | 1 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2012 |
Facility | Washington facility | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring remaining 2012 rent | $0.50 |
Restructuring remaining 2013 rent | 0.4 |
Number of shares to be issuable on certain future financing events | 1.5 |
Value of shares to be issuable on certain future financing events | 0.45 |
Gain on lease termination | 1.1 |
Future rent charges | 0.85 |
Stock liability | $0.45 |
Notes_Payable_Detail_Textuals
Notes Payable (Detail Textuals) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||
Feb. 24, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 29, 2012 | Mar. 31, 2014 | Feb. 28, 2013 | Aug. 31, 2013 | |
Investor | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate on notes payable | 10.00% | ||||||
Number of shares called by issuing warrants | 6,000,000 | ||||||
Exercise price of warrants | $0.75 | ||||||
Gain (loss) on debt extinguishment | $5,000 | ($2,037,000) | |||||
Gain on the change in the fair value of embedded derivatives | 829,000 | ||||||
Notes payable, interest expenses | 1,000,000 | 25,000 | |||||
Aggregate principal and interest amount of promissory notes | 1,500,000 | 1,479,000 | |||||
Number of shares issuable through promissory notes | 2,000,000 | ||||||
Notes Payable | Price adjustable warrants | |||||||
Debt Instrument [Line Items] | |||||||
Notes payable | $1,500,000 | ||||||
Interest rate on notes payable | 15.00% | ||||||
Number of investors | 2 | ||||||
Mandatory prepayment of additional price adjustable warrants | 200,000 | ||||||
Number of shares called by issuing warrants | 3,200,000 | 3,700,000 | |||||
Exercise price of warrants | $0.28 | $0.51 | |||||
Term of warrants | 5 years | ||||||
Notes Payable | Price adjustable warrants | Amendment One | |||||||
Debt Instrument [Line Items] | |||||||
Number of shares called by issuing warrants | 1,000,000 | ||||||
Exercise price of warrants | $0.28 | ||||||
Notes Payable | Price adjustable warrants | Amendment Two | |||||||
Debt Instrument [Line Items] | |||||||
Number of shares called by issuing warrants | 4,000,000 | ||||||
Exercise price of warrants | $0.28 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Number of warrants | ||
Warrants outstanding | 17,017,601 | 11,916,801 |
Warrant issued | 6,191,500 | 5,100,800 |
Warrant exercised or cancelled | -1,996,288 | |
Warrants outstanding | 21,212,813 | 17,017,601 |
Weighted average exercise price | ||
Warrants outstanding, weighted average exercise price | $1.29 | $1.71 |
Warrants issued, weighted average exercise price | $0.75 | $0.28 |
Warrants exercised or cancelled weighted average exercise price | $0.36 | |
Warrants outstanding, weighted average exercise price | $1.19 | $1.29 |
Expiring in 2015 | 285,345 | |
Expiring in 2016 | ||
Expiring in 2017 | 7,235,622 | |
Expiring thereafter | 13,691,846 |
Stockholders_Equity_Preferred_
Stockholders' Equity (Preferred Stock) (Details 1) (USD $) | 12 Months Ended | 1 Months Ended | |
Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 100,000 | 100,000 | |
Number of warrants called by common stock | 6,000,000 | ||
Exercise price of warrants | $0.75 | ||
Series A Junior Participating Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares issued during period | 90,000 | ||
Series B Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares issued during period | 1,000 | ||
Series C Preferred Stock | |||
Class of Stock [Line Items] | |||
Shares issued during period | 1,200 | ||
Number of warrants called by common stock | 6,000,000 | ||
Exercise price of warrants | $0.75 |
Stockholders_Equity_Common_Sto
Stockholders' Equity (Common Stock) (Details 2) (USD $) | 1 Months Ended | 12 Months Ended | 4 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | ||||
Feb. 28, 2014 | Sep. 30, 2012 | Dec. 31, 2014 | Apr. 30, 2014 | Jan. 31, 2014 | Apr. 30, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Mar. 31, 2014 | |
Stockholders' Equity [Abstract] | ||||||||||
Number of voting right | One vote | |||||||||
Value of shares issued to landlord | $1,500,000 | |||||||||
Fair value of shares to be issued | 1,900,000 | 1,900,000 | ||||||||
Stockholders Equity Note [Line Items] | ||||||||||
Value of shares issued for services | 19,000 | |||||||||
Value of common stock issued in conversion of debt | 1,480,000 | |||||||||
Number of common stock issued in conversion of convertible debt | 2,000,000 | |||||||||
Number of stock issued upon net share exercises | 1,320,000 | |||||||||
Number of stock issued on cash exercises of warrants | 80,000 | |||||||||
Consultants | ||||||||||
Stockholders Equity Note [Line Items] | ||||||||||
Shares issued as consideration for sub-licensed lipid-delivery technology | 40,000 | |||||||||
Value of shares issued for services | 20,000 | |||||||||
Non-executive | ||||||||||
Stockholders Equity Note [Line Items] | ||||||||||
Shares issued as consideration for sub-licensed lipid-delivery technology | 90,000 | |||||||||
Value of shares issued for services | 30,000 | |||||||||
Employees and board members | ||||||||||
Stockholders Equity Note [Line Items] | ||||||||||
Shares issued as consideration for sub-licensed lipid-delivery technology | 2,800,000 | |||||||||
Value of shares issued for services | 1,000,000 | |||||||||
Shares repurchased and retired | 300,000 | |||||||||
Scientific advisory board members | ||||||||||
Stockholders Equity Note [Line Items] | ||||||||||
Shares issued as consideration for sub-licensed lipid-delivery technology | 90,000 | 20,000 | ||||||||
Value of shares issued for services | 30,000 | 30,000 | ||||||||
2012 compromise and release agreement | ||||||||||
Stockholders Equity Note [Line Items] | ||||||||||
Number of share issued to vendor | 100,000 | |||||||||
Value of share issued to vendor | 10,000 | |||||||||
Shares issued as consideration for sub-licensed lipid-delivery technology | 50,000 | |||||||||
Value of shares issued for services | 60,000 | |||||||||
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. | |||||||||
Amount pledged to issue common stock | 75,000 | |||||||||
MiRNA and ProNAi | ||||||||||
Stockholders Equity Note [Line Items] | ||||||||||
Number of shares issued in settlement of outstanding payable | 960,000 | |||||||||
Fair value of shares issued in settlement of outstanding payable | $1,500,000 |
Stockholders_Equity_Warrants_D
Stockholders' Equity (Warrants) (Details 3) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Apr. 30, 2014 |
Stockholders Equity Note [Line Items] | |||||
Number of warrants called by common stock | 6,000,000 | ||||
Exercise price of warrants | $0.75 | ||||
Number of stock issued upon net share exercises | 1,320,000 | ||||
Number of stock issued on cash exercises of warrants | 80,000 | ||||
Warrants | |||||
Stockholders Equity Note [Line Items] | |||||
Number of warrants called by common stock | 5,000,000 | ||||
Exercise price of warrants | $0.28 | ||||
Fair value of unvested warrants | 0.03 | 0.03 | |||
Warrants | Consultant | |||||
Stockholders Equity Note [Line Items] | |||||
Number of warrants called by common stock | 117,000 | 117,000 | 100,000 | ||
Number of consultant | 5 | ||||
Exercise price of warrants | $0.48 | ||||
Warrants, vesting period | 2 years | ||||
Warrants | Vendor | |||||
Stockholders Equity Note [Line Items] | |||||
Number of warrants called by common stock | 75,000 | ||||
Exercise price of warrants | $0.89 |
Stock_Incentive_Plans_StockBas
Stock Incentive Plans (Stock-Based Compensation Expense) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $277 | $135 |
Research and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 48 | 53 |
General and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $229 | $82 |
Stock_Incentive_Plans_Stock_Op
Stock Incentive Plans (Stock Option Activity) (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Shares | ||
Outstanding on January 1 | 284,829 | 284,829 |
Issued | 1,039,000 | |
Forfeited/Expired | -239,723 | |
Outstanding on December 31 | 1,084,106 | 284,829 |
Exercisable as of December 31 | 179,106 | 246,559 |
Weighted Average Exercise Price | ||
Outstanding on January 1 | $39.46 | $39.46 |
Issued | $1.07 | |
Forfeited/Expired | $18.02 | |
Outstanding on December 31 | $5.52 | $39.46 |
Exercisable as of December 31 | $28.06 | $45.28 |
Recovered_Sheet1
Stock Incentive Plans (Stock options outstanding ) (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Outstanding, Number Outstanding | 1,084,106 | 284,829 | 284,829 |
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | 8 years 2 months 23 days | ||
Options Outstanding, Weighted Average Remaining Exercise Price | $5.52 | $39.46 | $39.46 |
Options Exercisable, Number Exercisable | 179,106 | 246,559 | |
Options Exercisable, Weighted Average Exercise Price | $28.06 | $45.28 | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Outstanding, Weighted-Average Remaining Contractual Life, Exercisable (in years) | 4 years 5 months 8 days | ||
Stock options | $0.82 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Outstanding, Number Outstanding | 20,000 | ||
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | 4 years 9 months 18 days | ||
Options Outstanding, Weighted Average Remaining Exercise Price | $0.82 | ||
Options Exercisable, Number Exercisable | 10,000 | ||
Options Exercisable, Weighted Average Exercise Price | $0.82 | ||
Stock options | $1.07 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Outstanding, Number Outstanding | 1,019,000 | ||
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | 8 years 5 months 27 days | ||
Options Outstanding, Weighted Average Remaining Exercise Price | $1.07 | ||
Options Exercisable, Number Exercisable | 124,000 | ||
Options Exercisable, Weighted Average Exercise Price | $1.07 | ||
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 | 2,500 | ||
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | 6 years 8 months 12 days | ||
Options Outstanding, Weighted Average Remaining Exercise Price | $2.20 | ||
Options Exercisable, Number Exercisable | 2,500 | ||
Options Exercisable, Weighted Average Exercise Price | $2.20 | ||
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 | 10,500 | ||
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | 3 years 5 months 9 days | ||
Options Outstanding, Weighted Average Remaining Exercise Price | $47.60 | ||
Options Exercisable, Number Exercisable | 10,500 | ||
Options Exercisable, Weighted Average Exercise Price | $47.60 | ||
Stock options | $50.00 - $90.80 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Lower range of price | $50 | ||
Upper range of price | $90.80 | ||
Options Outstanding, Number Outstanding | 10,500 | ||
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | 3 years 4 months 24 days | ||
Options Outstanding, Weighted Average Remaining Exercise Price | $87.60 | ||
Options Exercisable, Number Exercisable | 10,500 | ||
Options Exercisable, Weighted Average Exercise Price | $87.60 | ||
Stock options | $127.60 - $207.60 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Lower range of price | $127.60 | ||
Upper range of price | $207.60 | ||
Options Outstanding, Number Outstanding | 21,500 | ||
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | 3 years 4 months 24 days | ||
Options Outstanding, Weighted Average Remaining Exercise Price | $158.30 | ||
Options Exercisable, Number Exercisable | 21,500 | ||
Options Exercisable, Weighted Average Exercise Price | $158.30 | ||
Stock options | $420.00 - $588.80 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Lower range of price | $420 | ||
Upper range of price | $588.80 | ||
Options Outstanding, Number Outstanding | 106 | ||
Options Outstanding, Weighted Average Remaining Contractual Life (in years) | 2 years 1 month 6 days | ||
Options Outstanding, Weighted Average Remaining Exercise Price | $526.40 | ||
Options Exercisable, Number Exercisable | 106 | ||
Options Exercisable, Weighted Average Exercise Price | $526.40 |
Stock_Incentive_Plans_Detail_T
Stock Incentive Plans (Detail Textuals) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Incentive Plans [Abstract] | ||
Options to purchase shares of common stock outstanding | 1,100,000 | |
Issued | 1,039,000 | |
Common stock available for future grants or awards | 8,400,000 | |
Term of plan | 10 years | |
Vesting period | 3 years | |
Unrecognized compensation cost related to unvested stock options | $1,600,000 | |
Unrecognized compensation cost related to unvested stock options, recognition period | 2 years | |
Intrinsic value of options outstanding | 0 | |
Intrinsic value of options exercisable | 0 | |
Total grant date fair value of options vested | $150,000 | $120,000 |
Stock_Incentive_Plans_Details_
Stock Incentive Plans (Details Textuals 1) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2015 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares purchase | 1,039,000 | |||
Grants | $1.07 | |||
Board of directors | Subsequent Event | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares purchase | 152,000 | 80,000 | ||
Grants | $0.64 | $0.63 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Net operating loss carry-forwards | $108,348 | $108,110 |
Tax credit carry-forwards | 10,696 | 10,783 |
Depreciation & amortization | 3,709 | 3,605 |
Other | 185 | 78 |
Total deferred tax assets | 122,938 | 122,576 |
Valuation allowance | -122,938 | -122,576 |
Net deferred tax assets | ||
Deferred tax liabilities: | ||
Intangible assets | -2,345 | -2,345 |
Net deferred tax liabilities | ($2,345) | ($2,345) |
Income_Taxes_Detail_Textuals
Income Taxes (Detail Textuals) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Taxes [Line Items] | ||
Increase (Decrease) in valuation allowances | ($0.36) | ($0.06) |
Deferred income tax benefit | 0.04 | |
Federal | ||
Income Taxes [Line Items] | ||
Net operating loss carry-forwards | 310 | |
Available tax credit carry forwards | 10.6 | |
State | ||
Income Taxes [Line Items] | ||
Net operating loss carry-forwards | 0 | |
Available tax credit carry forwards | $0.10 |
Intellectual_Property_and_Coll1
Intellectual Property and Collaborative Agreements (Detail Textuals) (USD $) | 1 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Jan. 31, 2015 | Aug. 31, 2013 | Apr. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2011 |
Compounds | ||||||
MiNA | ||||||
Intellectual Property And Collaborative Agreements [Line Items] | ||||||
Maximum upfront, clinical, commercialization milestone payments and royalties received | $49 | |||||
MiNA | Subsequent Event | ||||||
Intellectual Property And Collaborative Agreements [Line Items] | ||||||
Upfront payment received under license agreement | 0.5 | |||||
Arcturus | ||||||
Intellectual Property And Collaborative Agreements [Line Items] | ||||||
Payment received under license agreement | 0.8 | |||||
Tekmira | ||||||
Intellectual Property And Collaborative Agreements [Line Items] | ||||||
Upfront payment received under license agreement | 0.3 | |||||
Additional payment received | 0.2 | |||||
Mirna | ||||||
Intellectual Property And Collaborative Agreements [Line Items] | ||||||
Upfront payment received under license agreement | 1 | |||||
Maximum upfront, clinical, commercialization milestone payments and royalties received | 63 | |||||
Agreement termination period | 60 days | |||||
Number of compounds | 3 | |||||
Future additional selection upfront payment | $0.50 |
Intellectual_Property_and_Coll2
Intellectual Property and Collaborative Agreements (Detail Textuals 1) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Mar. 31, 2010 | Mar. 31, 2010 | Dec. 31, 2014 | Dec. 31, 2011 | Jul. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 31, 2015 | Jun. 30, 2008 | Dec. 31, 2014 | |
USD ($) | USD ($) | Valeant Pharmaceuticals | Valeant Pharmaceuticals | Valeant Pharmaceuticals | Novosom | Novosom | Novosom | Novosom | Novosom | Novosom | University of Helsinki | University of Helsinki | |
USD ($) | First Conformationally Restricted Nucleotide Product | Second Conformationally Restricted Nucleotide Product | USD ($) | USD ($) | USD ($) | USD ($) | Subsequent Event | EUR (€) | EUR (€) | ||||
USD ($) | USD ($) | ||||||||||||
Intellectual Property And Collaborative Agreements [Line Items] | |||||||||||||
Stock issued during period, shares, purchase of assets | 140,000 | ||||||||||||
Stock issued during period, value, purchase of assets | $1,673,000 | $3,800,000 | |||||||||||
Contractual agreements assets acquired payment percentage | 30.00% | ||||||||||||
Assets acquired additional consideration maximum | 3,300,000 | ||||||||||||
Research and development expense | 686,000 | 715,000 | 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 | 75,000 | ||||||||||||
Amount pledged to issue common stock | 75,000 | ||||||||||||
Number of common stock issued for settlement | 120,000 | ||||||||||||
Development milestone payments | 5,000,000 | 2,000,000 | 275,000 | ||||||||||
Annual payment for per assigned patents | 50,000 | ||||||||||||
Threshold limit of earned out payments | 5,000,000 | ||||||||||||
Royalty advance | € 250,000 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (Letter of credit, USD $) | 12 Months Ended |
In Millions, unless otherwise specified | Dec. 31, 2013 |
Letter of credit | |
Commitments And Contingencies [Line Items] | |
Drawn by landlord from letter of credit | $0.38 |