Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2015 | Apr. 30, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Marina Biotech, Inc. | |
Entity Central Index Key | 737207 | |
Trading Symbol | mrna | |
Current Fiscal Year End Date | -19 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 25,642,904 | |
Document Type | 10-Q | |
Document Period End Date | 31-Mar-15 | |
Amendment Flag | FALSE | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash | $1,163 | $1,824 |
Accounts receivable | 500 | |
Prepaid expenses and other current assets | 139 | 192 |
Total current assets | 1,302 | 2,516 |
Intangible assets | 6,700 | 6,700 |
Other assets | 45 | |
Total assets | 8,047 | 9,216 |
Current liabilities: | ||
Accounts payable | 581 | 687 |
Accrued payroll and employee benefits | 218 | 183 |
Other accrued liabilities | 1,058 | 1,072 |
Total current liabilities | 1,857 | 1,942 |
Fair value liability for price adjustable warrants | 7,496 | 9,225 |
Fair value of stock to be issued to settle liabilities | 75 | |
Deferred income tax liabilities | 2,345 | 2,345 |
Total liabilities | 11,698 | 13,587 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Preferred stock, $.01 par value; 100,000 shares authorized, 1,200 shares of Series C convertible preferred stock issued and outstanding at December 31, 2014 and March 31, 2015 (liquidation preference of $6,000,000 December 31, 2014 and March 31, 2015) | ||
Common stock, $0.006 par value; 180,000,000 shares authorized, 25,523,216 and 25,642,904 shares issued and outstanding at December 31, 2014 and March 31, 2015, respectively | 154 | 153 |
Additional paid-in capital | 333,569 | 333,264 |
Accumulated deficit | -337,374 | -337,788 |
Total stockholders' deficit | -3,651 | -4,371 |
Total liabilities and stockholders' deficit | $8,047 | $9,216 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parentheticals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 25,642,904 | 25,523,216 |
Common stock, shares outstanding | 25,642,904 | 25,523,216 |
Statement [Line Items] | ||
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Series C Convertible Preferred Stock ("Series C Stock") | ||
Statement [Line Items] | ||
Preferred stock, shares authorized | 1,200 | |
Preferred stock, shares issued | 1,200 | 1,200 |
Preferred stock, shares outstanding | 1,200 | 1,200 |
Preferred Stock, Liquidation Preference, Value | $6,000,000 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating expenses: | ||
Research and development | $254 | $46 |
General and administrative | 1,061 | 517 |
Total operating expenses | 1,315 | 563 |
Loss from operations | -1,315 | -563 |
Other income (expense): | ||
Interest and other expense | -1,007 | |
Change in fair value liability for price adjustable warrants | 1,729 | -5,314 |
Change in fair value of stock reserved for issuance to settle liabilities | -2,455 | |
Gain on debt extinguishment | 4 | |
Gain on settled liabilities | 257 | |
Total other income (expense) | 1,729 | -8,515 |
Net income (loss) applicable to common stockholders | 414 | -9,078 |
Deemed dividend related to discount on beneficial conversion feature in Series C convertible preferred stock | -6,000 | |
Net income (loss) applicable to common stockholders | $414 | ($15,078) |
Net income (loss) per common share | ||
Basic (in dollars per share) | $0.02 | ($0.70) |
Diluted (in dollars per share) | ($0.04) | ($0.70) |
Shares used in computing net income (loss) per share | ||
Basic (in shares) | 25,632 | 21,447 |
Diluted (in shares) | 32,555 | 21,447 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Operating activities: | ||
Net income (loss) | $414 | ($9,078) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Non-cash gain on debt extinguishment | -4 | |
Non-cash interest expense | 1,007 | |
Non-cash gain on settlement of liabilities | -257 | |
Compensation related to stock options and warrants | 180 | 59 |
Changes in fair market value of liabilities | ||
Stock reserved for issuance to settle liabilities | 2,455 | |
Price adjustable warrants | -1,729 | 5,314 |
Cash changes in assets and liabilities | ||
Accounts receivable | 500 | 5 |
Prepaid expenses and other assets | 8 | -9 |
Accounts payable | -106 | -24 |
Accrued and other liabilities | 71 | -533 |
Net cash used in operating activities | -662 | -1,065 |
Financing activities: | ||
Proceeds from sales of Series C preferred shares and warrants, net | 5,929 | |
Cash payments on notes payable | -250 | |
Insurance financing | -3 | |
Proceeds from exercise of warrants for common stock | 1 | |
Net cash provided by financing activities | 1 | 5,676 |
Net increase (decrease) in cash | -661 | 4,611 |
Cash and cash equivalents - January 1 | 1,824 | 909 |
Cash and cash equivalents - March 31 | 1,163 | 5,520 |
Supplemental disclosure of cash flow information and non-cash financing activities: | ||
Cash paid for interest | 83 | |
Reclassification of fair value liability for price adjustable warrants exercised | 1,862 | |
Fair value of warrants issued to purchase common stock to settle liabilities | 50 | |
Issuance of common stock to settle liabilities | 75 | 3,474 |
Debt conversion to common shares | 1,479 | |
Deemed dividend to Series C convertible preferred stockholders | $6,000 |
Business_Liquidity_and_Summary
Business, Liquidity and Summary of Significant Accounting Policies | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
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 condensed consolidated financial statements have been prepared on the basis that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. At March 31, 2015, we had an accumulated deficit of approximately $337.4 million, $111.7 million of which has been accumulated since we focused on RNA therapeutics in June 2008. To the extent that sufficient funding is available, we will continue to incur 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 and, to a lesser extent, equipment financing facilities and secured loans. In 2014, we funded operations with a combination of the issuance of preferred stock and license-related revenues. At March 31, 2015, we had negative working capital of $0.6 million and $1.2 million in cash. Our resumed operating activities consume the majority of our cash resources. | |||||||||||||||||||||||||
We believe that our current cash resources will enable us to fund our intended limited operations through September 2015. Our ability to execute our operating plan beyond September 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. 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. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |||||||||||||||||||||||||
Basis of Preparation and Summary of Significant Accounting Policies | |||||||||||||||||||||||||
Basis of Preparation — The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements, including the notes thereto, as of and for the year ended December 31, 2014, included in our 2014 Annual Report on Form 10-K filed with the SEC. The information furnished in this report reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for each period presented. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results for the year ending December 31, 2015 or for any future period. | |||||||||||||||||||||||||
Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Estimates having relatively higher significance include revenue recognition, stock-based compensation, valuation of warrants, valuation and estimated lives of identifiable intangible assets, impairment of long-lived assets, valuation of features embedded within note agreements and amendments, and income taxes. Actual results could differ from those estimates. | |||||||||||||||||||||||||
Fair Value of Financial Instruments — We consider the fair value of cash, accounts receivable, accounts payable and accrued liabilities to not be materially different from their carrying value. These financial instruments have short-term maturities. | |||||||||||||||||||||||||
We follow authoritative guidance with respect to fair value reporting issued by the Financial Accounting Standards Board (“FASB”) for financial assets and liabilities, which defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance does not apply to measurements related to share-based payments. The guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: | |||||||||||||||||||||||||
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. | |||||||||||||||||||||||||
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | |||||||||||||||||||||||||
Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. | |||||||||||||||||||||||||
Our cash is subject to fair value measurement and value is determined by Level 1 inputs. We measure the liability for committed stock issuances with a fixed share number using Level 1 inputs. We measure the liability for price adjustable warrants and certain features embedded in notes using the Black-Scholes option pricing model (“Black-Scholes Model”) under various probability weighted scenarios, using Level 3 inputs. The following tables summarize our liabilities measured at fair value on a recurring basis as of December 31, 2014 and March 31, 2015: | |||||||||||||||||||||||||
Level 1 | Level 3 | ||||||||||||||||||||||||
Balance at | Quoted prices in | Level 2 | Significant | ||||||||||||||||||||||
December 31, | active markets for | Significant other | unobservable | ||||||||||||||||||||||
(In thousands) | 2014 | identical assets | observable 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 | |||||||||||||||||
7 | |||||||||||||||||||||||||
Level 1 | Level 3 | ||||||||||||||||||||||||
Quoted prices in | Level 2 | Significant | |||||||||||||||||||||||
Balance at | active markets for | Significant other | unobservable | ||||||||||||||||||||||
(In thousands) | 31-Mar-15 | identical assets | observable inputs | inputs | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Fair value liability for price adjustable warrants | $ | 7,496 | $ | - | $ | - | $ | 7,496 | |||||||||||||||||
Total liabilities at fair value | $ | 7,496 | $ | - | $ | - | $ | 7,496 | |||||||||||||||||
The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the three-month period ended March 31, 2015: | |||||||||||||||||||||||||
Weighted average as of each measurement date | |||||||||||||||||||||||||
Fair value | |||||||||||||||||||||||||
liability for price | Contractual | ||||||||||||||||||||||||
adjustable warrants | Exercise | Stock | life | Risk free | |||||||||||||||||||||
(in thousands) | Price | Price | Volatility | (in years) | rate | ||||||||||||||||||||
Balance at December 31, 2014 | $ | 9,225 | $ | 0.42 | $ | 0.95 | 121 | % | 3.51 | 0.9 | % | ||||||||||||||
Change in fair value included in statement of operations | (1,729 | ) | |||||||||||||||||||||||
Balance at March 31, 2015 | $ | 7,496 | $ | 0.42 | $ | 0.64 | 110 | % | 2.42 | 0.66 | % | ||||||||||||||
Net Income (Loss) per Common Share — Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share includes the effect of common stock equivalents (stock options, unvested restricted stock, warrants) when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive. The following number of shares have been excluded from diluted net income (loss) since such inclusion would be anti-dilutive: | |||||||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||||||
2014 | 2015 | ||||||||||||||||||||||||
Stock options outstanding | 284,829 | 1,316,106 | |||||||||||||||||||||||
Warrants | 21,235,695 | 1,285,693 | |||||||||||||||||||||||
Total | 21,520,524 | 2,601,799 | |||||||||||||||||||||||
The following is a reconciliation of basic and diluted net income (loss) per share: | |||||||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||||||
2014 | 2015 | ||||||||||||||||||||||||
Net income (loss) – numerator basic | $ | (15,078 | ) | $ | 414 | ||||||||||||||||||||
Change in fair value liability for price adjustable warrants | - | (1,729 | ) | ||||||||||||||||||||||
Net loss excluding change in fair value liability for price adjustable warrants | $ | (15,078 | ) | $ | (1,315 | ) | |||||||||||||||||||
Weighted average common shares outstanding – denominator basic | 21,447 | 25,632 | |||||||||||||||||||||||
Effect of price adjustable warrants | - | 6,923 | |||||||||||||||||||||||
Weighted average dilutive common shares outstanding | 21,447 | 32,555 | |||||||||||||||||||||||
Net income (loss) per common share – basic | $ | (0.70 | ) | $ | 0.02 | ||||||||||||||||||||
Net income (loss) per common share – diluted | $ | (0.70 | ) | $ | (0.04 | ) | |||||||||||||||||||
Recently Issued Accounting Standards - In April 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2015-03, 'Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”. ASU 2015-03 is intended to simplify the presentation of debt issuance costs. These amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. This new guidance is effective for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption is permitted. We are currently in the process of evaluating the impact of the adoption of this ASU on the financial statements. | |||||||||||||||||||||||||
In January 2015, FASB issued ASU 2015-01 “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items”. This ASU removes the concept of an extraordinary item. Subtopic 225-20, Income Statement - Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Stockholders' Equity [Abstract] | |||||||||
Stockholders' Equity | Note 2 — Stockholders’ Deficit | ||||||||
Preferred Stock — Our board of directors has the authority, without action by the stockholders, to designate and issue up to 100,000 shares of preferred stock in one or more series and to designate the rights, preferences and privileges of each series, any or all of which may be greater than the rights of our common stock. We have designated 1,000 shares as Series B Preferred Stock (“Series B Preferred”) and 90,000 shares as Series A Junior Participating Preferred Stock (“Series A Preferred”). No shares of Series B Preferred or Series A Preferred are outstanding. In March 2014, we designated 1,200 shares of Series C Convertible Preferred Stock (“Series C Preferred”). | |||||||||
In March 2014, we entered into a Securities Purchase Agreement with certain investors pursuant to which we sold 1,200 shares of Series C Preferred, and price adjustable warrants to purchase up to 6.0 million shares of our common stock at an exercise price of $0.75 per share, for an aggregate purchase price of $6.0 million. Each share of Series C Preferred has a stated value of $5,000 per share and is convertible into shares of common stock at a conversion price of $0.75 per share. The Series C Preferred is initially convertible into an aggregate of 8,000,000 shares of our common stock, subject to certain limitations and adjustments, has no stated dividend rate, is not redeemable and has voting rights on an as-converted basis. | |||||||||
To account for the issuance of the Series C Preferred and warrants, we first assessed the terms of the warrants and determined that, due to certain anti-dilution provisions, they should be recorded as derivative liabilities. We determined the fair value of the warrants on the issuance date and recorded a liability of $6.5 million. Since the fair value of the warrants exceed the total proceeds received of $6.0 million, we recorded a loss of $0.5 million upon issuance, which is included in the change in fair value of price adjustable warrants in the consolidated statements of operations. The discount of $6.0 million on the Series C Preferred resulting from the allocation of the entire proceeds to the warrant was accreted as a dividend on the Series C Preferred through the earliest conversion date, which was immediately. The Series C Preferred dividend of $6.0 million was recorded to additional paid-in capital and as a deemed dividend on the Series C Preferred in determining net loss applicable to common stock holders in the consolidated statements of operations. We incurred $0.07 million of stock issuance costs in conjunction with the Series C Preferred, which were netted against the proceeds. | |||||||||
Common Stock — Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the holders of our common stock. Subject to the rights of the holders of any class of our capital stock having any preference or priority over our common stock, the holders of our common stock are entitled to receive dividends that are declared by our board of directors out of legally available funds. In the event of our liquidation, dissolution or winding-up, the holders of common stock are entitled to share ratably in our net assets remaining after payment of liabilities, subject to prior rights of preferred stock, if any, then outstanding. Our common stock has no preemptive rights, conversion rights, redemption rights or sinking fund provisions, and there are no dividends in arrears or default. All shares of our common stock have equal distribution, liquidation and voting rights, and have no preferences or exchange rights. Our common stock currently trades on the OTCQB tier of the OTC Markets. | |||||||||
In January 2015, we issued 0.12 million shares with a value of $0.075 million to Novosom as the equity component owed under our December 2014 license agreement with MiNA Therapeutics. | |||||||||
Warrants — In January 2015, an investor exercised 2,500 warrants at an exercise price of $0.28 prior to warrant expiry. | |||||||||
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. The total stock-based expense related to the warrants that vested during the three months ended March 31, 2015 amounted to $0.01 million. At March 31, 2015, we had $0.03 million of total unrecognized compensation expense related to unvested warrants. We expect to recognize this cost by end of 2015. | |||||||||
In January and February 2015, we issued warrants to purchase up to an aggregate of 0.064 million shares to a vendor providing scientific and development consulting services to our company. The fair value of these warrants at issuance was $0.05 million and was accrued at December 31, 2014. | |||||||||
The following table summarizes warrant activity during the three months ended March 31, 2015: | |||||||||
Warrant | Weighted | ||||||||
Shares | Average | ||||||||
Exercise Price | |||||||||
Outstanding, December 31, 2014 | 21,212,813 | $ | 1.19 | ||||||
Exercised warrants | (2,500 | ) | 0.28 | ||||||
Warrants issued | 66,717 | 0.75 | |||||||
Outstanding, March 31, 2015 | 21,277,030 | $ | 1.19 | ||||||
Expiring in 2015 | 285,345 | ||||||||
Expiring in 2016 | 6,000,000 | ||||||||
Expiring in 2017 | 7,235,622 | ||||||||
Expiring thereafter | 7,756,063 |
Stock_Incentive_Plans
Stock Incentive Plans | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Stock Incentive Plans [Abstract] | |||||||||||||||||||||
Stock Incentive Plans | Note 3 — Stock Incentive Plans | ||||||||||||||||||||
Stock-based Compensation. Certain option and share awards provide for accelerated vesting if there is a change in control as defined in the applicable plan and certain employment agreements. The following table summarizes stock-based compensation expense: | |||||||||||||||||||||
Three months ended March 31, | |||||||||||||||||||||
(In thousands) | 2014 | 2015 | |||||||||||||||||||
Research and development | $ | 10 | $ | 26 | |||||||||||||||||
General and administrative | 10 | 145 | |||||||||||||||||||
Total | $ | 20 | $ | 171 | |||||||||||||||||
Stock Options — Stock option activity was as follows: | |||||||||||||||||||||
Options Outstanding | |||||||||||||||||||||
2015 | |||||||||||||||||||||
Shares | Weighted Average | ||||||||||||||||||||
Exercise Price | |||||||||||||||||||||
Outstanding, January 1 | 1,084,106 | $ | 5.52 | ||||||||||||||||||
Options Issued | 232,000 | $ | 0.63 | ||||||||||||||||||
Outstanding, March 31 | 1,316,106 | $ | 4.66 | ||||||||||||||||||
Exercisable, March 31 | 293,856 | $ | 17.34 | ||||||||||||||||||
The following table summarizes additional information on our stock options outstanding at March 31, 2015: | |||||||||||||||||||||
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) | |||||||||||||||||||||
$0.63 - $0.82 | 252,000 | 4.75 | $ | 0.65 | 126,000 | $ | 0.65 | ||||||||||||||
$0.83 - $1.07 | 1,019,000 | 8.25 | 1.07 | 124,000 | 1.07 | ||||||||||||||||
$1.08 - $2.20 | 2,500 | 6.44 | 2.2 | 1,250 | 2.2 | ||||||||||||||||
$2.21 - $50.00 | 10,500 | 3.2 | 47.6 | 10,500 | 47.6 | ||||||||||||||||
$50.01 - $100.00 | 10,500 | 3.2 | 87.6 | 10,500 | 87.6 | ||||||||||||||||
$100.01 - $200.00 | 16,000 | 3.2 | 141.35 | 16,000 | 141.35 | ||||||||||||||||
$200.01 - $526.40 | 5,606 | 3.17 | 213.63 | 5,606 | 213.63 | ||||||||||||||||
Totals | 1,316,106 | 7.41 | $ | 4.66 | 293,856 | $ | 17.34 | ||||||||||||||
Weighted-Average Exercisable Remaining Contractual Life | 4.41 | ||||||||||||||||||||
In January 2015, we issued options to purchase up to an aggregate of 152,000 shares of our common stock to 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. | |||||||||||||||||||||
At March 31, 2015, we had $0.75 million of total unrecognized compensation expense related to unvested stock options. We expect to recognize this cost over a weighted average period of 2.2 years. | |||||||||||||||||||||
At March 31, 2015, the intrinsic value of options outstanding or exercisable was zero as there were no options outstanding with an exercise price less than $0.58, the per share closing market price of our common stock at that date. No options were exercised during the three months ended March 31, 2015. |
Intellectual_Property_and_Coll
Intellectual Property and Collaborative Agreements | 3 Months Ended |
Mar. 31, 2015 | |
Intellectual Property and Contractual Agreements [Abstract] | |
Intellectual Property and Collaborative Agreements | Note 4 — Intellectual Property and Collaborative Agreements |
Novosom — In July 2010, we entered into an agreement pursuant to which we acquired intellectual property for Novosom’s SMARTICLES-based liposomal delivery system. In January 2015, we paid Novosom $0.08 million cash and issued 0.12 million shares of common stock valued at $0.075 million for amounts due related to the MiNA license signed in December 2014. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies |
Contingencies — We are subject to various legal proceedings and claims that arise in the ordinary course of business. Our management currently believes that resolution of such legal matters will not have a material adverse impact on our consolidated financial position, results of operations or cash flows. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 6 — Subsequent Events |
On May 11, 2015, we amended the SMARTICLES licensing agreement that we entered into in December 2011 with Mirna Therapeutics, Inc. to allow for prepayment by Mirna to us of a future milestone. On May 12, 2015, Mirna paid $400,000 to satisfy that future milestone obligation. |
Business_Liquidity_and_Summary1
Business, Liquidity and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||
Basis of Preparation | Basis of Preparation — The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. The accompanying unaudited financial information should be read in conjunction with the audited consolidated financial statements, including the notes thereto, as of and for the year ended December 31, 2014, included in our 2014 Annual Report on Form 10-K filed with the SEC. The information furnished in this report reflects all adjustments (consisting of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for each period presented. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results for the year ending December 31, 2015 or for any future period. | ||||||||||||||||||||||||
Use of Estimates | Use of Estimates — The preparation of financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Estimates having relatively higher significance include revenue recognition, stock-based compensation, valuation of warrants, valuation and estimated lives of identifiable intangible assets, impairment of long-lived assets, valuation of features embedded within note agreements and amendments, and income taxes. Actual results could differ from those estimates. | ||||||||||||||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments — We consider the fair value of cash, accounts receivable, accounts payable and accrued liabilities to not be materially different from their carrying value. These financial instruments have short-term maturities. | ||||||||||||||||||||||||
We follow authoritative guidance with respect to fair value reporting issued by the Financial Accounting Standards Board (“FASB”) for financial assets and liabilities, which defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance does not apply to measurements related to share-based payments. The guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: | |||||||||||||||||||||||||
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. | |||||||||||||||||||||||||
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. | |||||||||||||||||||||||||
Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. | |||||||||||||||||||||||||
Our cash is subject to fair value measurement and value is determined by Level 1 inputs. We measure the liability for committed stock issuances with a fixed share number using Level 1 inputs. We measure the liability for price adjustable warrants and certain features embedded in notes using the Black-Scholes option pricing model (“Black-Scholes Model”) under various probability weighted scenarios, using Level 3 inputs. The following tables summarize our liabilities measured at fair value on a recurring basis as of December 31, 2014 and March 31, 2015: | |||||||||||||||||||||||||
Level 1 | Level 3 | ||||||||||||||||||||||||
Balance at | Quoted prices in | Level 2 | Significant | ||||||||||||||||||||||
December 31, | active markets for | Significant other | unobservable | ||||||||||||||||||||||
(In thousands) | 2014 | identical assets | observable 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 | |||||||||||||||||
Level 1 | Level 3 | ||||||||||||||||||||||||
Quoted prices in | Level 2 | Significant | |||||||||||||||||||||||
Balance at | active markets for | Significant other | unobservable | ||||||||||||||||||||||
(In thousands) | 31-Mar-15 | identical assets | observable inputs | inputs | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Fair value liability for price adjustable warrants | $ | 7,496 | $ | - | $ | - | $ | 7,496 | |||||||||||||||||
Total liabilities at fair value | $ | 7,496 | $ | - | $ | - | $ | 7,496 | |||||||||||||||||
The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the three-month period ended March 31, 2015: | |||||||||||||||||||||||||
Weighted average as of each measurement date | |||||||||||||||||||||||||
Fair value | |||||||||||||||||||||||||
liability for price | Contractual | ||||||||||||||||||||||||
adjustable warrants | Exercise | Stock | life | Risk free | |||||||||||||||||||||
(in thousands) | Price | Price | Volatility | (in years) | rate | ||||||||||||||||||||
Balance at December 31, 2014 | $ | 9,225 | $ | 0.42 | $ | 0.95 | 121 | % | 3.51 | 0.9 | % | ||||||||||||||
Change in fair value included in statement of operations | (1,729 | ) | |||||||||||||||||||||||
Balance at March 31, 2015 | $ | 7,496 | $ | 0.42 | $ | 0.64 | 110 | % | 2.42 | 0.66 | % | ||||||||||||||
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share — Basic net income (loss) per common share is computed by dividing the netincome (loss) by the weighted average number of common shares outstanding during the period. Dilutednet income (loss) per shareincludesthe effect of common stock equivalents (stock options, unvested restricted stock, warrants)when, under either the treasury or if-converted method, such inclusion in the computation would be dilutive. The following number of shares have been excluded from diluted netincome (loss) since such inclusion would be anti-dilutive: | ||||||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||||||
2014 | 2015 | ||||||||||||||||||||||||
Stock options outstanding | 284,829 | 1,316,106 | |||||||||||||||||||||||
Warrants | 21,235,695 | 1,285,693 | |||||||||||||||||||||||
Total | 21,520,524 | 2,601,799 | |||||||||||||||||||||||
The following is a reconciliation ofbasic and diluted net income (loss) per share: | |||||||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||||||
2014 | 2015 | ||||||||||||||||||||||||
Net income (loss) – numerator basic | $ | (15,078 | ) | $ | 414 | ||||||||||||||||||||
Change in fair value liability for price adjustable warrants | - | (1,729 | ) | ||||||||||||||||||||||
Net loss excluding change in fair value liability for price adjustable warrants | $ | (15,078 | ) | $ | (1,315 | ) | |||||||||||||||||||
Weighted average common shares outstanding – denominator basic | 21,447 | 25,632 | |||||||||||||||||||||||
Effect of price adjustable warrants | - | 6,923 | |||||||||||||||||||||||
Weighted average dilutive common shares outstanding | 21,447 | 32,555 | |||||||||||||||||||||||
Net income (loss) per common share – basic | $ | (0.70 | ) | $ | 0.02 | ||||||||||||||||||||
Net income (loss) per common share – diluted | $ | (0.70 | ) | $ | (0.04 | ) | |||||||||||||||||||
Recently Issued Accounting Standards | Recently Issued Accounting Standards - In April 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2015-03, 'Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”. ASU 2015-03 is intended to simplify the presentation of debt issuance costs. These amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. This new guidance is effective for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption is permitted. We are currently in the process of evaluating the impact of the adoption of this ASU on the financial statements. | ||||||||||||||||||||||||
In January 2015, FASB issued ASU 2015-01 “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items”. This ASU removes the concept of an extraordinary item. Subtopic 225-20, Income Statement - Extraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes and either present or disclose earnings-per-share data applicable to the extraordinary item. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. |
Business_Liquidity_and_Summary2
Business, Liquidity and Summary of Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||
Schedule of liabilities measured at fair value on a recurring basis | Level 1 | Level 3 | |||||||||||||||||||||||
Balance at | Quoted prices in | Level 2 | Significant | ||||||||||||||||||||||
December 31, | active markets for | Significant other | unobservable | ||||||||||||||||||||||
(In thousands) | 2014 | identical assets | observable 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 | |||||||||||||||||
Level 1 | Level 3 | ||||||||||||||||||||||||
Quoted prices in | Level 2 | Significant | |||||||||||||||||||||||
Balance at | active markets for | Significant other | unobservable | ||||||||||||||||||||||
(In thousands) | 31-Mar-15 | identical assets | observable inputs | inputs | |||||||||||||||||||||
Liabilities: | |||||||||||||||||||||||||
Fair value liability for price adjustable warrants | $ | 7,496 | $ | - | $ | - | $ | 7,496 | |||||||||||||||||
Total liabilities at fair value | $ | 7,496 | $ | - | $ | - | $ | 7,496 | |||||||||||||||||
Schedule of fair value liability of price adjustable warrants determined by Level 3 | Weighted average as of each measurement date | ||||||||||||||||||||||||
Fair value | |||||||||||||||||||||||||
liability for price | Contractual | ||||||||||||||||||||||||
adjustable warrants | Exercise | Stock | life | Risk free | |||||||||||||||||||||
(in thousands) | Price | Price | Volatility | (in years) | rate | ||||||||||||||||||||
Balance at December 31, 2014 | $ | 9,225 | $ | 0.42 | $ | 0.95 | 121 | % | 3.51 | 0.9 | % | ||||||||||||||
Change in fair value included in statement of operations | (1,729 | ) | |||||||||||||||||||||||
Balance at March 31, 2015 | $ | 7,496 | $ | 0.42 | $ | 0.64 | 110 | % | 2.42 | 0.66 | % | ||||||||||||||
Schedule of anti-dilutive securities | Three Months Ended March 31, | ||||||||||||||||||||||||
2014 | 2015 | ||||||||||||||||||||||||
Stock options outstanding | 284,829 | 1,316,106 | |||||||||||||||||||||||
Warrants | 21,235,695 | 1,285,693 | |||||||||||||||||||||||
Total | 21,520,524 | 2,601,799 | |||||||||||||||||||||||
Schedule of reconciliation of diluted weighted average shares outstanding | |||||||||||||||||||||||||
Three Months Ended March 31, | |||||||||||||||||||||||||
2014 | 2015 | ||||||||||||||||||||||||
Net income (loss) – numerator basic | $ | (15,078 | ) | $ | 414 | ||||||||||||||||||||
Change in fair value liability for price adjustable warrants | - | (1,729 | ) | ||||||||||||||||||||||
Net loss excluding change in fair value liability for price adjustable warrants | $ | (15,078 | ) | $ | (1,315 | ) | |||||||||||||||||||
Weighted average common shares outstanding – denominator basic | 21,447 | 25,632 | |||||||||||||||||||||||
Effect of price adjustable warrants | - | 6,923 | |||||||||||||||||||||||
Weighted average dilutive common shares outstanding | 21,447 | 32,555 | |||||||||||||||||||||||
Net income (loss) per common share – basic | $ | (0.70 | ) | $ | 0.02 | ||||||||||||||||||||
Net income (loss) per common share – diluted | $ | (0.70 | ) | $ | (0.04 | ) |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2015 | |||||||||
Stockholders' Equity [Abstract] | |||||||||
Schedule of warrant activity | Warrant | Weighted | |||||||
Shares | Average | ||||||||
Exercise Price | |||||||||
Outstanding, December 31, 2014 | 21,212,813 | $ | 1.19 | ||||||
Exercised warrants | (2,500 | ) | 0.28 | ||||||
Warrants issued | 66,717 | 0.75 | |||||||
Outstanding, March 31, 2015 | 21,277,030 | $ | 1.19 | ||||||
Expiring in 2015 | 285,345 | ||||||||
Expiring in 2016 | 6,000,000 | ||||||||
Expiring in 2017 | 7,235,622 | ||||||||
Expiring thereafter | 7,756,063 |
Stock_Incentive_Plans_Tables
Stock Incentive Plans (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 31, 2015 | |||||||||||||||||||||
Stock Incentive Plans [Abstract] | |||||||||||||||||||||
Schedule of stock-based compensation expense | Three months ended March 31, | ||||||||||||||||||||
(In thousands) | 2014 | 2015 | |||||||||||||||||||
Research and development | $ | 10 | $ | 26 | |||||||||||||||||
General and administrative | 10 | 145 | |||||||||||||||||||
Total | $ | 20 | $ | 171 | |||||||||||||||||
Schedule of stock option activity | Options Outstanding | ||||||||||||||||||||
2015 | |||||||||||||||||||||
Shares | Weighted Average | ||||||||||||||||||||
Exercise Price | |||||||||||||||||||||
Outstanding, January 1 | 1,084,106 | $ | 5.52 | ||||||||||||||||||
Options Issued | 232,000 | $ | 0.63 | ||||||||||||||||||
Outstanding, March 31 | 1,316,106 | $ | 4.66 | ||||||||||||||||||
Exercisable, March 31 | 293,856 | $ | 17.34 | ||||||||||||||||||
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) | |||||||||||||||||||||
$0.63 - $0.82 | 252,000 | 4.75 | $ | 0.65 | 126,000 | $ | 0.65 | ||||||||||||||
$0.83 - $1.07 | 1,019,000 | 8.25 | 1.07 | 124,000 | 1.07 | ||||||||||||||||
$1.08 - $2.20 | 2,500 | 6.44 | 2.2 | 1,250 | 2.2 | ||||||||||||||||
$2.21 - $50.00 | 10,500 | 3.2 | 47.6 | 10,500 | 47.6 | ||||||||||||||||
$50.01 - $100.00 | 10,500 | 3.2 | 87.6 | 10,500 | 87.6 | ||||||||||||||||
$100.01 - $200.00 | 16,000 | 3.2 | 141.35 | 16,000 | 141.35 | ||||||||||||||||
$200.01 - $526.40 | 5,606 | 3.17 | 213.63 | 5,606 | 213.63 | ||||||||||||||||
Totals | 1,316,106 | 7.41 | $ | 4.66 | 293,856 | $ | 17.34 | ||||||||||||||
Weighted-Average Exercisable Remaining Contractual Life | 4.41 |
Business_Liquidity_and_Summary3
Business, Liquidity and Summary of Significant Accounting Policies (Details) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 |
In Thousands, unless otherwise specified | ||
Liabilities: | ||
Fair value liability for price adjustable warrants | $7,496 | $9,225 |
Fair value liability for shares to be issued | 75 | |
Fair value on recurring basis | ||
Liabilities: | ||
Fair value liability for price adjustable warrants | 7,496 | 9,225 |
Fair value liability for shares to be issued | 75 | |
Total liabilities at fair value | 7,496 | 9,300 |
Fair value on 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 | |
Total liabilities at fair value | 75 | |
Fair value on 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 | ||
Fair value on recurring basis | Level 3 Significant unobservable inputs | ||
Liabilities: | ||
Fair value liability for price adjustable warrants | 7,496 | 9,225 |
Fair value liability for shares to be issued | ||
Total liabilities at fair value | $7,496 | $9,225 |
Business_Liquidity_and_Summary4
Business, Liquidity and Summary of Significant Accounting Policies (Details 1) (USD $) | 3 Months Ended | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Dec. 31, 2014 |
Fair value liability for price adjustable warrants | ||
Balance at December 31, 2014 | $9,225 | |
Change in fair value included in statement of operations | -1,729 | |
Balance at March 31, 2015 | 7,496 | |
Fair Value Liability For Price Adjustable Warrants | Level 3 Significant unobservable inputs | ||
Fair value liability for price adjustable warrants | ||
Balance at December 31, 2014 | 9,225 | |
Change in fair value included in statement of operations | -1,729 | |
Balance at March 31, 2015 | $7,496 | $9,225 |
Exercise Price | ||
Balance at December 31, 2014 | $0.42 | |
Balance at March 31, 2015 | $0.42 | $0.42 |
Stock Price | ||
Balance at December 31, 2014 | $0.95 | |
Balance at March 31, 2015 | $0.64 | $0.95 |
Volatility | ||
Balance at December 31, 2014 | 121.00% | |
Balance at March 31, 2015 | 110.00% | 121.00% |
Contractual life (in years) | ||
Contractual life (in years) | 2 years 5 months 1 day | 3 years 6 months 4 days |
Risk free rate | ||
Balance at December 31, 2014 | 0.90% | |
Balance at March 31, 2015 | 0.66% | 0.90% |
Business_Liquidity_and_Summary5
Business, Liquidity and Summary of Significant Accounting Policies (Details 2) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 2,601,799 | 21,520,524 |
Stock options outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 1,316,106 | 284,829 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 1,285,693 | 21,235,695 |
Business_Liquidity_and_Summary6
Business, Liquidity and Summary of Significant Accounting Policies (Details 3) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net income (loss) - numerator basic | $414 | ($15,078) |
Change in fair value liability for price adjustable warrants | -1,729 | |
Net loss excluding change in fair value liability for price adjustable warrants | ($1,315) | ($15,078) |
Weighted average common shares outstanding - denominator basic | 25,632 | 21,447 |
Effect of price adjustable warrants | 6,923 | |
Weighted average dilutive common shares outstanding | 32,555 | 21,447 |
Net income (loss) per common share - basic (in dollars per share) | $0.02 | ($0.70) |
Net income (loss) per common share - diluted (in dollars per share) | ($0.04) | ($0.70) |
Business_Liquidity_and_Summary7
Business, Liquidity and Summary of Significant Accounting Policies (Detail Textuals) (USD $) | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2008 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Accumulated deficit | ($337,374,000) | ($337,788,000) | ($111,700,000) | ||
Working capital | -600,000 | ||||
Cash | $1,163,000 | $1,824,000 | $5,520,000 | $909,000 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Warrant Shares | |
Outstanding, December 31, 2014 | 21,212,813 |
Warrants issued | 66,717 |
Outstanding, March 31, 2015 | 21,277,030 |
Expiring in 2015 | 285,345 |
Expiring in 2016 | 6,000,000 |
Expiring in 2017 | 7,235,622 |
Expiring thereafter | 7,756,063 |
Weighted average exercise price | |
Number of warrants exercised | 2,500 |
Exercised warrants | $0.28 |
Outstanding, March 31, 2015 | $1.19 |
Warrants issued | $0.75 |
Outstanding, December 31, 2014 | $1.19 |
Stockholders_Equity_Preferred_
Stockholders' Equity (Preferred Stock) (Detail Textuals) (USD $) | 1 Months Ended | 3 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2015 | Dec. 31, 2014 |
Stockholders' Equity [Abstract] | |||
Derivative Liability | $6.50 | ||
Amount of loss upon issuance | 0.5 | ||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 100,000 | 100,000 | |
Number of warrants called by common stock aggregate purchase price | 6,000,000 | ||
Proceeds from sales of Series C preferred shares and warrants, net | 6 | ||
Exercise price of warrants | $1.19 | $1.19 | |
Series A Junior Participating Preferred Stock ("Series A Preferred") | |||
Class of Stock [Line Items] | |||
Shares issued during period | 90,000 | ||
Series B Preferred Stock ("Series B Preferred") | |||
Class of Stock [Line Items] | |||
Shares issued during period | 1,000 | ||
Series C Convertible Preferred Stock ("Series C Stock") | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 1,200 | ||
Shares issued during period | 1,200 | ||
Number of warrants called by common stock aggregate purchase price | 6,000,000 | ||
Conversion price per dollar of stated value | $0.75 | ||
Proceeds from sales of Series C preferred shares and warrants, net | 6 | ||
Stated value per share of preferred stock | $5,000 | ||
Exercise price of warrants | $0.75 | ||
Shares issued upon conversion | 8,000,000 | ||
Stock issuance costs | $0.07 |
Stockholders_Equity_Common_Sto
Stockholders' Equity (Common Stock) (Detail Textuals 1) (USD $) | 3 Months Ended | 1 Months Ended |
In Thousands, except Share data in Millions, unless otherwise specified | Mar. 31, 2015 | Jan. 31, 2015 |
Stockholders' Equity [Abstract] | ||
Number of voting right | one vote | |
Novosom | December 2014 license agreement with MiNA Therapeutics | ||
Stockholders Equity Note [Line Items] | ||
Number of common stock issued for settlement | 0.12 | |
Amount pledged to issue common stock | $75 |
Stockholders_Equity_Warrants_D
Stockholders' Equity (Warrants) (Detail Textuals 2) (USD $) | 3 Months Ended | 1 Months Ended | 12 Months Ended | 2 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Jan. 31, 2015 | Dec. 31, 2013 | Feb. 28, 2015 | Dec. 31, 2014 | |
Stockholders Equity Note [Line Items] | ||||||
Number of warrants called by common stock | 6,000,000 | |||||
Number of warrants exercised | 2,500 | |||||
Exercise price of warrants | $1.19 | $1.19 | ||||
Fair value of warrants issuance | ($1,729,000) | $5,314,000 | ||||
Stock-based expense related to warrants | 171,000 | 20,000 | ||||
Warrants | ||||||
Stockholders Equity Note [Line Items] | ||||||
Number of warrants exercised | 2,500 | |||||
Exercise price of warrants | $0.28 | |||||
Stock-based expense related to warrants | 10,000 | |||||
Unrecognized compensation cost related to unvested warrants | 30,000 | |||||
Warrants | Consultant | ||||||
Stockholders Equity Note [Line Items] | ||||||
Number of warrants called by common stock | 100,000 | |||||
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 | 64,000 | |||||
Fair value of warrants issuance | $50,000 |
Stock_Incentive_Plans_StockBas
Stock Incentive Plans (Stock-Based Compensation Expense) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2015 | Mar. 31, 2014 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $171 | $20 |
Research and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 26 | 10 |
General and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $145 | $10 |
Stock_Incentive_Plans_Stock_Op
Stock Incentive Plans (Stock Option Activity) (Detail 1) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Shares | |
Outstanding on January 1 | 1,084,106 |
Options Issued | 232,000 |
Outstanding, March 31 | 1,316,106 |
Exercisable, March 31 | 293,856 |
Weighted Average Exercise Price | |
Outstanding on January 1 | $5.52 |
Options Issued | $0.63 |
Outstanding, March 31 | $4.66 |
Exercisable, March 31 | $17.34 |
Recovered_Sheet1
Stock Incentive Plans (Stock options outstanding) (Details 2) (USD $) | 3 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Number Outstanding | 1,316,106 | 1,084,106 |
Options Outstanding, Weighted-Average Remaining Contractual Life (Years) | 7 years 4 months 28 days | |
Options Outstanding, Weighted Average Exercise Price | $4.66 | $5.52 |
Options Exercisable, Number Exercisable | 293,856 | |
Options Exercisable, Weighted Average Exercise Price | $17.34 | |
Options Outstanding, Weighted-Average Remaining Contractual Life, Exercisable (Years) | 4 years 4 months 28 days | |
Stock options | $0.63 - $0.82 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Lower range of price | $0.63 | |
Upper range of price | $0.82 | |
Options Outstanding, Number Outstanding | 252,000 | |
Options Outstanding, Weighted-Average Remaining Contractual Life (Years) | 4 years 9 months | |
Options Outstanding, Weighted Average Exercise Price | $0.65 | |
Options Exercisable, Number Exercisable | 126,000 | |
Options Exercisable, Weighted Average Exercise Price | $0.65 | |
Stock options | $0.83 - $1.07 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Lower range of price | $0.83 | |
Upper range of price | $1.07 | |
Options Outstanding, Number Outstanding | 1,019,000 | |
Options Outstanding, Weighted-Average Remaining Contractual Life (Years) | 8 years 3 months | |
Options Outstanding, Weighted Average Exercise Price | $1.07 | |
Options Exercisable, Number Exercisable | 124,000 | |
Options Exercisable, Weighted Average Exercise Price | $1.07 | |
Stock options | $1.08 - $2.20 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Lower range of price | $1.08 | |
Upper range of price | $2.20 | |
Options Outstanding, Number Outstanding | 2,500 | |
Options Outstanding, Weighted-Average Remaining Contractual Life (Years) | 6 years 5 months 9 days | |
Options Outstanding, Weighted Average Exercise Price | $2.20 | |
Options Exercisable, Number Exercisable | 1,250 | |
Options Exercisable, Weighted Average Exercise Price | $2.20 | |
Stock options | $2.21 - $50.00 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Lower range of price | $2.21 | |
Upper range of price | $50 | |
Options Outstanding, Number Outstanding | 10,500 | |
Options Outstanding, Weighted-Average Remaining Contractual Life (Years) | 3 years 2 months 12 days | |
Options Outstanding, Weighted Average Exercise Price | $47.60 | |
Options Exercisable, Number Exercisable | 10,500 | |
Options Exercisable, Weighted Average Exercise Price | $47.60 | |
Stock options | $50.01 - $100.00 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Lower range of price | $50.01 | |
Upper range of price | $100 | |
Options Outstanding, Number Outstanding | 10,500 | |
Options Outstanding, Weighted-Average Remaining Contractual Life (Years) | 3 years 2 months 12 days | |
Options Outstanding, Weighted Average Exercise Price | $87.60 | |
Options Exercisable, Number Exercisable | 10,500 | |
Options Exercisable, Weighted Average Exercise Price | $87.60 | |
Stock options | $100.01 - $200.00 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Lower range of price | $100.01 | |
Upper range of price | $200 | |
Options Outstanding, Number Outstanding | 16,000 | |
Options Outstanding, Weighted-Average Remaining Contractual Life (Years) | 3 years 2 months 12 days | |
Options Outstanding, Weighted Average Exercise Price | $141.35 | |
Options Exercisable, Number Exercisable | 16,000 | |
Options Exercisable, Weighted Average Exercise Price | $141.35 | |
Stock options | $200.01 - $526.40 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Lower range of price | $200.01 | |
Upper range of price | $526.40 | |
Options Outstanding, Number Outstanding | 5,606 | |
Options Outstanding, Weighted-Average Remaining Contractual Life (Years) | 3 years 2 months 1 day | |
Options Outstanding, Weighted Average Exercise Price | $213.63 | |
Options Exercisable, Number Exercisable | 5,606 | |
Options Exercisable, Weighted Average Exercise Price | $213.63 |
Stock_Incentive_Plans_Detail_T
Stock Incentive Plans (Detail Textuals) (USD $) | 3 Months Ended | 1 Months Ended |
Mar. 31, 2015 | Jan. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares purchase | 232,000 | |
Options Issued | $0.63 | |
Board of directors | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares purchase | 152,000 | |
Options Issued | $0.64 | |
Board of directors | Subsequent event | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares purchase | 80,000 | |
Options Issued | $0.63 |
Stock_Incentive_Plans_Detail_T1
Stock Incentive Plans (Detail Textuals 1) (USD $) | 3 Months Ended |
Mar. 31, 2015 | |
Stock Incentive Plans [Abstract] | |
Unrecognized compensation cost related to unvested stock options | $750,000 |
Unrecognized compensation cost related to unvested stock options, recognition period | 2 years 2 months 12 days |
Intrinsic value of options outstanding | 0 |
Intrinsic value of options exercisable | $0 |
Options outstanding exercise price | $0.58 |
Intellectual_Property_and_Coll1
Intellectual Property and Collaborative Agreements (Detail Textuals) (Novosom, December 2014 license agreement with MiNA Therapeutics, USD $) | 1 Months Ended |
Share data in Millions, unless otherwise specified | Jan. 31, 2015 |
Novosom | December 2014 license agreement with MiNA Therapeutics | |
Intellectual Property And Collaborative Agreements [Line Items] | |
Cash payable | $80,000 |
Number of common stock issued for settlement | 0.12 |
Amount pledged to issue common stock | $75,000 |
Subsequent_Events_Detail_Textu
Subsequent Events (Detail Textuals) (Subsequent event, Amended December 2011 with Mirna Therapeutics, Inc., USD $) | 1 Months Ended |
11-May-15 | |
Subsequent event | Amended December 2011 with Mirna Therapeutics, Inc. | |
Subsequent Event [Line Items] | |
Payment For Future Milestone Obligation | $400,000 |