Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 30, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Marina Biotech, Inc. | ||
Entity Central Index Key | 737,207 | ||
Trading Symbol | mrna | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 29,284,819 | ||
Entity Public Float | $ 11.2 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 710 | $ 1,824 |
Accounts receivable | 500 | |
Prepaid expenses and other current assets | 140 | 192 |
Total current assets | 850 | 2,516 |
Intangible assets | 6,700 | 6,700 |
Other assets | 45 | |
Total assets | 7,595 | 9,216 |
Current liabilities: | ||
Accounts payable | 763 | 687 |
Accrued payroll and employee benefits | 377 | 183 |
Other accrued liabilities | 1,296 | 1,072 |
Total current liabilities | 2,436 | 1,942 |
Fair value liability for price adjustable warrants | 2,491 | 9,225 |
Fair value of stock to be issued to settle liabilities | 60 | 75 |
Deferred tax liabilities | 2,345 | 2,345 |
Total liabilities | $ 7,332 | $ 13,587 |
Commitments and contingencies | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.01 par value; 100,000 shares authorized | ||
Common stock, $0.006 par value; 180,000,000 shares authorized, 25,523,216 and 27,704,340 shares issued and outstanding at December 31, 2014 and 2015, respectively | $ 166 | $ 153 |
Additional paid-in capital | 334,548 | 333,264 |
Accumulated deficit | (334,451) | (337,788) |
Total stockholders - equity (deficit) | 263 | (4,371) |
Total liabilities and stockholders' equity (deficit) | $ 7,595 | $ 9,216 |
Series C Convertible Preferred Stock | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.01 par value; 100,000 shares authorized | ||
Series D Convertible Preferred Stock | ||
Stockholders' equity (deficit): | ||
Preferred stock, $0.01 par value; 100,000 shares authorized |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Common stock, par value (in dollars per share) | $ 0.006 | $ 0.006 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 27,704,340 | 25,523,216 |
Common stock, shares outstanding | 27,704,340 | 25,523,216 |
Series C Convertible Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,200 | 1,200 |
Preferred stock, shares issued | 1,020 | 1,200 |
Preferred stock, shares outstanding | 1,020 | 1,200 |
Liquidation preference of series C and series D convertible preferred stock (in dollars) | $ 5,100 | |
Series D Convertible Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued | 170 | 0 |
Preferred stock, shares outstanding | 170 | 0 |
Liquidation preference of series C and series D convertible preferred stock (in dollars) | $ 850 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
License and other revenue | $ 680 | $ 500 |
Operating expenses: | ||
Research and development | 801 | 686 |
General and administrative | 3,868 | 3,334 |
Total operating expenses | 4,669 | 4,020 |
Loss from operations | (3,989) | (3,520) |
Other income (expense): | ||
Interest and other expense | (1) | (1,006) |
Change in fair value liability for price adjustable warrants | 7,309 | 13 |
Change in fair value of stock reserved for issuance to settle liabilities | (2,503) | |
Gain on debt extinguishment | 5 | |
Gain on settled liabilities | 18 | 534 |
Total other income (expense), net | 7,326 | (2,957) |
Net income (loss) | 3,337 | (6,477) |
Net income (loss) applicable to common stockholders | $ 2,647 | $ (12,477) |
Net income (loss) per common share | ||
Basic (in dollars per share) | $ 0.10 | $ (0.51) |
Diluted (in dollars per share) | $ (0.14) | $ (0.51) |
Shares used in computing net loss per share | ||
Basic (in shares) | 26,302,394 | 24,634,535 |
Diluted (in shares) | 32,874,955 | 24,634,535 |
Series C Convertible Preferred Stock | ||
Other income (expense): | ||
Deemed dividend related to discount on beneficial conversion feature in convertible preferred shares | $ (6,000) | |
Series D Convertible Preferred Stock | ||
Other income (expense): | ||
Deemed dividend related to discount on beneficial conversion feature in convertible preferred shares | $ (690) |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Preferred Stock, par value $0.01Series C Convertible Preferred Stock | Preferred Stock, par value $0.01Series D Convertible Preferred Stock | Common Stock, par value $0.006 | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2013 | $ 102 | $ 324,145 | $ (331,311) | $ (7,064) | ||
Balance (in shares) at Dec. 31, 2013 | 16,937,661 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of convertible preferred stock, net of issuance costs | 5,929 | 5,929 | ||||
Issuance of convertible preferred stock, net of issuance costs (in shares) | 1,200 | |||||
Fair value of price-adjustable warrants issued in connection with 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 Income (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 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of convertible preferred stock, net of issuance costs | 1,095 | $ 1,095 | ||||
Issuance of convertible preferred stock, net of issuance costs (in shares) | 220 | |||||
Fair value of price-adjustable warrants issued in connection with Convertible Preferred Stock | (575) | (575) | ||||
Warrants issued in connection with consulting services | 65 | 65 | ||||
Shares issued in connection with warrant exercises | 1 | 1 | ||||
Shares issued in connection with warrant exercises (in shares) | 2,500 | |||||
Shares issued in connection with licensing and vendor payables | $ 2 | 205 | 207 | |||
Shares issued in connection with licensing and vendor payables (in shares) | 353,624 | |||||
Conversion of Series C preferred stock for common stock | $ 7 | (7) | ||||
Conversion of Series C preferred stock for common stock (in shares) | (180) | 1,200,000 | ||||
Conversion of Series D preferred stock for common stock | $ 4 | (4) | ||||
Conversion of Series D preferred stock for common stock (in shares) | (50) | 625,000 | ||||
Compensation related to stock options | 504 | 504 | ||||
Net Income (loss) | 3,337 | 3,337 | ||||
Balance at Dec. 31, 2015 | $ 166 | $ 334,548 | $ (334,451) | $ 263 | ||
Balance (in shares) at Dec. 31, 2015 | 1,020 | 170 | 27,704,340 | 27,704,340 |
CONSOLIDATED STATEMENT OF STOC6
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, par value (in dollars per share) | 0.006 | 0.006 |
Series C Convertable Preferred Stock | ||
Preferred stock, par value (in dollars per share) | 0.01 | $ 0.01 |
Convertible preferred stock, issuance costs | $ 71 | |
Series D Convertible Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Convertible preferred stock, issuance costs | $ 5 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities: | ||
Net Income (loss) | $ 3,337 | $ (6,477) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Non-cash gain on debt extinguishment | (5) | |
Non-cash interest expense | 1,006 | |
Non-cash license expense | 192 | |
Non-cash gain on settlement of liabilities | (18) | (534) |
Share based compensation expense | 504 | 277 |
Changes in fair market value of liabilities: | ||
Stock reserved for issuance to settle liabilities | 2,503 | |
Price adjustable warrants | (7,309) | (13) |
Changes in assets and liabilities: | ||
Accounts receivable | 500 | (495) |
Prepaid expenses and other current assets | 52 | (181) |
Accounts payable | 94 | (563) |
Accrued restructuring | (12) | |
Accrued and other liabilities | 483 | (285) |
Net cash used in operating activities | (2,165) | (4,779) |
Investing activities: | ||
Increase in other assets | (45) | |
Net cash used in investing activities | (45) | |
Financing activities: | ||
Proceeds from sales of preferred shares and warrants, net | 1,095 | 5,929 |
Payments of notes payable | (250) | |
Proceeds from exercise of warrants | 1 | 23 |
Insurance financing | (8) | |
Net cash provided by financing activities | 1,096 | 5,694 |
Net increase (decrease) in cash | (1,114) | 915 |
Cash - beginning of year | 1,824 | 909 |
Cash - end of year | 710 | 1,824 |
Non-cash financing activities: | ||
Reclassification of fair value liability for price adjustable warrants exercised | 1,917 | |
Issuance of common stock to settle liabilities | 207 | 3,517 |
Fair value of warrants to purchase common stock issued to settle liabilities | 65 | |
Debt conversion to common shares | 1,479 | |
Supplemental Disclosure | ||
Cash paid for interest | 83 | |
Series C Convertable Preferred Stock | ||
Non-cash financing activities: | ||
Deemed dividend to convertible preferred stockholders | $ 6,000 | |
Par value of common stock issued upon conversion of convertible preferred stock | 7 | |
Series D Convertible Preferred Stock | ||
Non-cash financing activities: | ||
Deemed dividend to convertible preferred stockholders | 690 | |
Par value of common stock issued upon conversion of convertible preferred stock | $ 4 |
Business, Liquidity and Summary
Business, Liquidity and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 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 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”) and Fast Track Designation (“FTD”) from the U.S. Food and Drug Administration (“FDA”), and preclinical programs for the treatment of type 1 myotonic dystrophy (“DM1”) and Duchenne muscular dystrophy (“DMD”). Since 2010, we have strategically acquired/in-licensed and further developed nucleic acid chemistry and delivery-related technologies in order to establish a novel and differentiated drug discovery platform. This platform allows us to distinguish ourselves from others in the nucleic acid therapeutics area in that we are the only company capable of creating a wide variety of therapeutics targeting coding and non-coding RNA via multiple mechanisms of action such as RNA interference (“RNAi”), messenger RNA translational inhibition, exon skipping, microRNA (“miRNA”) replacement, miRNA inhibition, and steric blocking in order to modulate gene expression either up or down depending on the specific mechanism of action. Our goal has been to dramatically improve the lives of the patients and families affected by orphan diseases through either our own efforts or those of our collaborators and licensees. Agreement to Sell Company Assets As a result of our financial condition, on February 17, 2016 we announced that our Board of Directors had authorized a process to explore a range of strategic alternatives to enhance stockholder value, and that we have retained an exclusive advisor to assist us in exploring such alternatives. In connection with that process of exploring strategic alternatives, on March 10, 2016, we entered into a term sheet with Microlin Bio, Inc. (“Microlin”) pursuant to which we would sell to Microlin substantially all of the assets of our historical business operations in consideration of: (i) the issuance to us by Microlin of 6.7 million shares of Microlin common stock, which shares shall represent approximately 25% of the issued and outstanding shares of Microlin common stock on a fully diluted basis immediately following the issuance of such shares; and (ii) the payment by Microlin to us of $0.75 million in cash (the “Microlin Transaction”). Microlin’s purchase of our assets is expected to close by July 1, 2016 pending the satisfaction or waiver of customary closing conditions, including execution of the definitive asset purchase agreement, subsequent approval of the Microlin Transaction by Marina stockholders and Microlin’s completion of a financing of at least $5 million. It is also contemplated that Microlin will provide a bridge loan in the amount of approximately $0.3 million upon entering into the asset purchase agreement. Following the closing of the transaction with Microlin, substantially all of the assets relating to our historical business will be owned by Microlin, and we will no longer be operating that business. The accompanying consolidated financial statements do not include any adjustments related to the proposed Microlin Transaction. The sale of assets to Microlin is the first step in creating what we believe is the greatest value opportunity for our stockholders. We believe that our proprietary chemistries and delivery technologies are best suited for development of therapeutic compounds that modulate non-coding RNA. Therefore, we feel that these technologies are synergistic and complementary to Microlin’s microRNA assets and that Microlin is in a strong position to move these assets forward. We believe the second step to creating value for our stockholders is the acquisition of other assets or a reverse merger. There can be no assurance that we will be successful in consummating the Microlin Transaction. We will need additional capital in order to execute our strategy of concluding the Microlin Transaction, either acquiring other technology or completing a reverse merger, or if the Microlin Transaction is not consummated, our previous strategy to initiate the registration trial for and to commercialize CEQ508, file Investigational New Drug (“IND”) applications for both DM1 and DMD and bring these two programs to human proof-of-concept. Recent Licensing Agreements On February 16, 2016, we entered into an evaluation and option agreement covering certain of our platforms for the delivery of an undisclosed genome editing technology. The agreement contains an option provision for the exclusive license of our SMARTICLES platform in a specific gene editing field. This agreement and our platforms under this agreement will be included in the Microlin Transaction. On March 14, 2016, we entered into a license agreement covering certain of our platforms for the delivery of an undisclosed genome editing technology. Under the terms of the agreement, we received an upfront license fee of $0.25 million, and could receive up to $40 million in success-based milestones. This agreement and our platforms under this agreement will be included in the Microlin Transaction. 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, 2015, we had an accumulated deficit of approximately $334.5 million, $108.8 million of which has been accumulated since we focused on RNA therapeutics in June 2008. To the extent that sufficient funding is available, we will continue to incur operating losses as we execute our plan to complete the Microlin Transaction and investigate either acquiring other technology or completing a reverse merger. 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 and 2015, we funded operations with a combination of the issuance of preferred stock and license-related revenues. At December 31, 2015, we had negative working capital of $1.6 million and $0.7 million in cash. Our limited operating activities consume the majority of our cash resources. We believe that our current cash resources, including the upfront license fee received in March 2016 as noted above, will enable us to fund our intended operations through June 2016 and the closing of the Microlin Transaction. Our ability to execute our operating plan beyond June 2016 depends on our ability to obtain additional funding, the closing of the Microlin Transaction, and any subsequent plans to acquire other technology or execute a reverse merger. The volatility in our stock price, as well as market conditions in general, could make it difficult for us to raise capital on favorable terms, or at all. If we fail to obtain additional capital when required, we may have to modify, delay or abandon some or all of our planned activities, or terminate our operations. There can be no assurance that we will be successful in any such endeavors. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Summary of Significant Accounting Policies Principles of Consolidation Use of Estimates Fair Value of Financial Instruments 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 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, 2014 and 2015: (in thousands) Balance at Level 1 Quoted Level 2 Level 3 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 Balance at Level 1 Quoted Level 2 Level 3 Liabilities: Fair value liability for price adjustable warrants $ 2,491 $ - $ - $ 2,491 Fair value liability for shares to be issued 60 60 - - Total liabilities at fair value $ 2,551 $ 60 $ - $ 2,491 The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the years ended December 31, 2014 and 2015: Weighted average as of each measurement date (in thousands, except per share data) Fair value Exercise Stock Volatility Contractual Risk free Balance at December 31, 2013 $ 5,226 $ 0.28 $ 0.40 124 % 4.08 1.30 % Fair value of price-adjustable warrants issued in connection with Series C Convertible Preferred Shares 5,929 0.75 1.50 123 % 7.0 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 0.90 % Fair value of price-adjustable warrants issued in connection with Series D Convertible Preferred Shares 575 0.40 0.44 97 % 1.19 0.73 % Change in fair value included in consolidated statement of operations (7,309 ) - - - - - Balance at December 31, 2015 $ 2,491 $ 0.42 $ 0.27 99 % 1.79 0.46 % Impairment of Long Lived Assets · For finite-lived intangible assets, such as developed technology rights, and for other long-lived assets, 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. Concentration of Credit Risk and Significant Customers 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 $0.5 million in licensing revenue in 2014 from MiNA Therapeutics, Ltd. (“MiNA”). We had $0.7 million in licensing revenue in 2015, with 71% from Mirna Therapeutics, Inc. (“Mirna”) and 29% from 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. Upon the closing of the Microlin Transaction, we expect to receive as consideration for the sale of substantially all the assets of our historical business operations, such number of shares of the common stock of Microlin as represents approximately 25% of the issued and outstanding shares of Microlin common stock on a fully diluted basis immediately following the consummation of the Microlin Transaction. As a result, our future business performance will be highly dependent upon the financial performance of Microlin and the value of the Microlin shares that we will continue to hold, as the Microlin shares would represent substantially all of our assets at such time. Reclassifications Revenue Recognition 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 Stock-based Compensation 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 Income (Loss) per Common Share Year Ended December 31, 2014 2015 Stock options outstanding 1,084,106 1,316,106 Warrants 21,212,813 7,037,946 Convertible preferred stock 8,000,000 8,925,000 Total 30,296,919 17,279,052 The following is a reconciliation of basic and diluted net income (loss) per share: (in thousands, except per share data) Year Ended December 31, 2014 2015 Net income (loss) – numerator basic $ (12,477 ) $ 2,647 Change in fair value liability for price adjustable warrants - (7,309 ) Net loss excluding change in fair value liability for price adjustable warrants $ (12,477 ) $ (4,662 ) Weighted average common shares outstanding – denominator basic 24,635 26,302 Effect of price adjustable warrants - 6,573 Weighted average dilutive common shares outstanding 24,635 32,875 Net income (loss) per common share – basic $ (0.51 ) $ 0.10 Net loss per common share – diluted $ (0.51 ) $ (0.14 ) Income 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. Recent Accounting Standards – may be applied either prospectively to all deferred tax assets and liabilities or retrospectively to all periods presented. The Company has elected to early adopt as permitted by ASU 2015-17. In July 2015, the FASB voted to defer the effective date of ASU 2014-09, “Revenue from Contracts with Customers”, for all entities by one year. ASU 2014-09 provides guidance for revenue recognition. This ASU’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosures. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017 and first interim period in the year of adoption. Early adoption is permitted and entities choosing to adopt early will apply the new revenue standard to all interim reporting periods within the year of adoption. The Company is currently in the process of evaluating the impact of the adoption of this ASU on the financial statements. In April 2015, the FASB issued ASU 2015-03, “Interest – Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs”. ASU 2015-03 provides that debt issuance costs related to a recognized debt liability should be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The recognition and measurement guidance for debt issuance costs have not changed. This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company has elected to early adopt as permitted by ASU 2015-03. In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern : |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2015 | |
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 tk We tested the carrying value of our intangible assets for impairment as of December 31, 2014 and 2015, utilizing the income approach. We estimated the fair value of these intangible assets using a discount rate of 22% and 23%, respectively. 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 2014 or 2015. Deferred Taxes |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2015 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 3 — Prepaid Expenses and Other Current Assets The following summarizes the major components of the prepaid expenses and other current assets balance: Year Ended December 31, (in thousands) 2014 2015 Insurance $ 117 $ 114 Other miscellaneous 75 26 $ 192 $ 140 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 4 — Accrued Expenses The following summarizes the major components of the accrued expenses balance: Year Ended December 31, (in thousands) 2014 2015 Corporate legal fees $ 564 $ 927 Audit, tax and filing services 189 78 Board fees 45 136 Sublicense fees 125 103 Other miscellaneous 149 52 $ 1,072 $ 1,296 |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring Charges (Abstract) | |
Restructuring Charges | Note 5 —Restructuring Charges Under a lease termination agreement effective March, 2013 for our Bothell, Washington facility, we agreed to issue 1.5 million shares of our common stock on certain future financing events, recorded as a restructuring charge in 2013. 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. There were no additional restructuring charges in 2014 or 2015. |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2015 | |
Notes Payable [Abstract] | |
Notes Payable | Note 6 — Notes Payable Original Issuance and Amendments Amendments in 2013 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. There were no notes payable outstanding as of December 31, 2014 or 2015. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 7 — Stockholders’ Equity Preferred Stock In March 2014, we entered into a Securities Purchase Agreement with certain investors pursuant to which we sold 1,200 shares of Series C Preferred, and price adjustable warrants to purchase up to 6.0 million shares of our common stock at an initial exercise price of $0.75 per share before March 2021, for an aggregate purchase price of $6.0 million. The exercise price of the warrants is subject to reduction in the event of certain dilutive stock issuances at any time while the warrants are outstanding, but not to be reduced below $0.28 per share. 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 exceeded 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 as both a debit and a credit 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. In August 2015, we entered into a Securities Purchase Agreement with certain investors pursuant to which we sold 220 shares of Series D Preferred, and warrants to purchase up to 3.44 million shares of our common stock at an initial exercise price of $0.40 per share before August 2021, for an aggregate purchase price of $1.1 million. We incurred $0.01 million of stock issuance costs in conjunction with the Series D Preferred, which were netted against the proceeds. The warrants issued in connection with Series D Preferred contain an anti-dilution (“down round”) provision whereby the exercise price per share to purchase common stock covered by these warrants is subject to reduction in the event of certain dilutive stock issuances at any time within two years of the issuance date, but not to be reduced below $0.28 per share. Each share of Series D Preferred has a stated value of $5,000 per share and is convertible into shares of common stock at a conversion price of $0.40 per share. The Series D Preferred is initially convertible into an aggregate of 2,750,000 shares of our common stock, subject to certain limitations and adjustments, has a 5% stated dividend rate, is not redeemable and has voting rights on an as-converted basis. To account for the issuance of the Series D Preferred and warrants, we first assessed the terms of the warrants and determined that, due to the “down round” provision, they should be recorded as derivative liabilities. We determined the fair value of the warrants on the issuance date and recorded a liability and a discount of $0.6 million on the Series D Preferred resulting from the allocation of proceeds to the warrants. We then determined the effective conversion price of the Series D Preferred which resulted in a beneficial conversion feature of $0.7 million. The beneficial conversion feature was recorded as both a debit and a credit to additional paid-in capital and as a deemed dividend on the Series D Preferred in determining net income applicable to common stock holders in the consolidated statements of operations. In June 2015, an investor converted 90 shares of Series C Preferred into 0.6 million shares of common stock. In November 2015, an investor converted an additional 90 shares of Series C Preferred into 0.6 million shares of common stock. Also in November 2015, an investor converted 50 shares of Series D Preferred into 0.6 million shares of common stock. In February 2016, an investor converted 110 shares of Series D Preferred into 1.4 million shares of common stock. Common Stock In 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 the non-executive members of our board of directors for services to be provided during the three months ended March 31, 2014. In January 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 $0.08 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, and the 0.12 million common shares were subsequently issued in January 2015. In May 2015, we issued 0.21 million common shares with a value of $0.12 million to Novosom as the equity component owed as a result of an accelerated milestone payment under our December 2011 license agreement with Mirna Therapeutics. In October 2015, we issued 0.03 million common shares with a value of $0.01 million to Novosom as the equity component owed as a result of an accelerated milestone payment under our license agreement with Mirna Therapeutics. In November 2015, we pledged to issue common stock valued at $0.06 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 2015, 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, 2015, and the 0.21 million common shares were subsequently issued in February 2016. Warrants 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 2024. 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. In January 2015, an investor exercised warrants to purchase 2,500 shares of common stock at an exercise price of $0.28. From January to September 2015, we issued warrants to purchase up to an aggregate of 0.102 million common shares to a vendor providing scientific and development consulting services to our Company. The fair value of these warrants at issuance was $0.065 million of which $0.05 million was accrued at December 31, 2014. In August 2015, in conjunction with the issuance of Series D Preferred, we issued price adjustable warrants to purchase up to 3.44 million shares of our common stock at an exercise price of $0.40 per share. The following summarizes warrant activity during the years ended December 31, 2014 and 2015. Warrant Shares Weighted Average Outstanding, January 1, 2014 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 Issued 3,539,315 0.41 Exercised or cancelled (285,345 ) 53.64 Outstanding, December 31, 2015 24,466,783 $ 0.47 Expiring in 2016 - Expiring in 2017 7,235,622 Expiring in 2018 3,399,546 Expiring thereafter 13,831,615 |
Stock Incentive Plans
Stock Incentive Plans | 12 Months Ended |
Dec. 31, 2015 | |
Stock Incentive Plans [Abstract] | |
Stock Incentive Plans | Note 8 — Stock Incentive Plans At December 31, 2015, options to purchase up to 1.3 million shares of our common stock were outstanding, and 8.2 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 , Stock-based Compensation Year Ended December 31, (In thousands) 2014 2015 Research and development $ 48 $ 42 General and administrative 229 462 Total $ 277 $ 504 Stock Options Year Ended December 31, 2014 2015 Shares Weighted Shares Weighted Outstanding on January 1 284,829 $ 39.46 1,084,106 $ 5.52 Issued 1,039,000 1.07 232,000 0.63 Forfeited/expired (239,723 ) 18.02 - - Outstanding on December 31 1,084,106 $ 5.52 1,316,106 $ 4.66 Exercisable as of December 31 179,106 $ 28.06 750,356 $ 7.44 The following table summarizes additional information on our stock options outstanding at December 31, 2015: Options Outstanding Options Exercisable Range of Exercise Number Weighted-Average Weighted Average Number Weighted $0.63 - 0.82 252,000 4.00 $ 0.65 136,000 $ 0.66 $1.07 - $2.20 1,021,500 7.49 1.07 571,750 1.07 $47.60 - $87.60 21,000 2.44 67.60 21,000 67.60 $127.60 - $207.60 21,500 2.44 158.30 21,500 158.30 $526.40 106 1.10 526.40 106 526.40 Totals 1,316,106 6.66 $ 4.66 750,356 $ 7.44 Weighted-Average Exercisable Remaining Contractual Life (Years) 5.84 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. We granted 1.0 million and 0.2 million options in 2014 and 2015, respectively. At December 31, 2015, we had $0.5 million of total unrecognized compensation expense related to unvested stock options. We expect to recognize this cost over a weighted average period of 1.8 years. At December 31, 2015, the intrinsic value of options outstanding or exercisable was $0, 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 2014 or 2015. The total grant date fair value of options that vested during 2014 and 2015 was $0.12 million and $0.06 million, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | Note 9 — Income Taxes We have identified our federal and Massachusetts state tax returns as “major” tax jurisdictions. The periods our income tax returns are subject to examination for these jurisdictions are 2012 and 2015. 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, 2015, we had available net operating loss carry-forwards for federal and state income tax reporting purposes of $312.0 million and $1.4 million, respectively, and had available tax credit carry-forwards for federal and state income tax reporting purposes of $10.6 million and $0.1 million, which are available to offset future taxable income. Portions of these carry-forwards will expire through 2035 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 significantly impact our ability to realize these deferred tax assets. Our net deferred tax assets, liabilities and valuation allowance are as follows: Year Ended December 31, (In thousands) 2014 2015 Deferred tax assets: Net operating loss carryforwards $ 108,348 $ 106,312 Tax credit carryforwards 10,696 10,696 Depreciation and amortization 3,709 3,872 Other 185 351 Total deferred tax assets 122,938 121,231 Valuation allowance (122,938 ) (121,231 ) 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 our net deferred tax assets since realization of such tax benefits has been determined by our management to be less likely than not. The valuation allowance increased $0.36 million and decreased $1.71 million during 2014 and 2015, respectively. In 2014 and 2015, there was no income tax benefit or recorded expense primarily due to the non-taxable change in fair value liability for price adjustable warrants and the change in valuation allowance. |
Intellectual Property and Colla
Intellectual Property and Collaborative Agreements | 12 Months Ended |
Dec. 31, 2015 | |
Intellectual Property and Contractual Agreements [Abstract] | |
Intellectual Property and Collaborative Agreements | Note 10 — Intellectual Property and Collaborative Agreements MiNA – Arcturus - Arbutus - Mirna Novosom 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 $0.08 million and pledged to issue $0.08 million in common stock. In January 2015, we settled amounts due with cash and 0.12 million shares of common stock. During 2015, in conjunction with the fees received from Mirna, we recorded an amount due Novosom of $0.14 million and settled the amount during 2015 with $0.01 in cash and $0.13 million in common stock. In November 2015, in conjunction with the fees received from MiNA, we recorded an amount due Novosom of $0.06 million and pledged to issue $0.06 million in common stock. In February 2016, we settled amounts due with 0.21 million shares of common stock. Valeant Pharmaceuticals University of Helsinki |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 11 — Commitments and 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, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 — Subsequent Events All material subsequent events have been included within footnotes 1, 7, and 10 of the Consolidated Financial Statements. |
Business, Liquidity and Summa20
Business, Liquidity and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation |
Use of Estimates | Use of Estimates |
Fair Value of Financial Instruments | Fair Value of Financial Instruments 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 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, 2014 and 2015: (in thousands) Balance at Level 1 Quoted Level 2 Level 3 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 Balance at Level 1 Quoted Level 2 Level 3 Liabilities: Fair value liability for price adjustable warrants $ 2,491 $ - $ - $ 2,491 Fair value liability for shares to be issued 60 60 - - Total liabilities at fair value $ 2,551 $ 60 $ - $ 2,491 The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the years ended December 31, 2014 and 2015: Weighted average as of each measurement date (in thousands, except per share data) Fair value Exercise Stock Volatility Contractual Risk free Balance at December 31, 2013 $ 5,226 $ 0.28 $ 0.40 124 % 4.08 1.30 % Fair value of price-adjustable warrants issued in connection with Series C Convertible Preferred Shares 5,929 0.75 1.50 123 % 7.0 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 0.90 % Fair value of price-adjustable warrants issued in connection with Series D Convertible Preferred Shares 575 0.40 0.44 97 % 1.19 0.73 % Change in fair value included in consolidated statement of operations (7,309 ) - - - - - Balance at December 31, 2015 $ 2,491 $ 0.42 $ 0.27 99 % 1.79 0.46 % |
Impairment of Long Lived Assets | Impairment of Long Lived Assets · For finite-lived intangible assets, such as developed technology rights, and for other long-lived assets, 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. |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers 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 $0.5 million in licensing revenue in 2014 from MiNA Therapeutics, Ltd. (“MiNA”). We had $0.7 million in licensing revenue in 2015, with 71% from Mirna Therapeutics, Inc. (“Mirna”) and 29% from 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. Upon the closing of the Microlin Transaction, we expect to receive as consideration for the sale of substantially all the assets of our historical business operations, such number of shares of the common stock of Microlin as represents approximately 25% of the issued and outstanding shares of Microlin common stock on a fully diluted basis immediately following the consummation of the Microlin Transaction. As a result, our future business performance will be highly dependent upon the financial performance of Microlin and the value of the Microlin shares that we will continue to hold, as the Microlin shares would represent substantially all of our assets at such time. |
Reclassifications | Reclassifications |
Revenue Recognition | Revenue Recognition 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 |
Stock-based Compensation | Stock-based Compensation 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 Income (Loss) per Common Share | Net Income (Loss) per Common Share Year Ended December 31, 2014 2015 Stock options outstanding 1,084,106 1,316,106 Warrants 21,212,813 7,037,946 Convertible preferred stock 8,000,000 8,925,000 Total 30,296,919 17,279,052 The following is a reconciliation of basic and diluted net income (loss) per share: (in thousands, except per share data) Year Ended December 31, 2014 2015 Net income (loss) – numerator basic $ (12,477 ) $ 2,647 Change in fair value liability for price adjustable warrants - (7,309 ) Net loss excluding change in fair value liability for price adjustable warrants $ (12,477 ) $ (4,662 ) Weighted average common shares outstanding – denominator basic 24,635 26,302 Effect of price adjustable warrants - 6,573 Weighted average dilutive common shares outstanding 24,635 32,875 Net income (loss) per common share – basic $ (0.51 ) $ 0.10 Net loss per common share – diluted $ (0.51 ) $ (0.14 ) |
Income Taxes | Income 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. |
Recent Accounting Standards | Recent Accounting Standards – may be applied either prospectively to all deferred tax assets and liabilities or retrospectively to all periods presented. The Company has elected to early adopt as permitted by ASU 2015-17. In July 2015, the FASB voted to defer the effective date of ASU 2014-09, “Revenue from Contracts with Customers”, for all entities by one year. ASU 2014-09 provides guidance for revenue recognition. This ASU’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosures. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017 and first interim period in the year of adoption. Early adoption is permitted and entities choosing to adopt early will apply the new revenue standard to all interim reporting periods within the year of adoption. The Company is currently in the process of evaluating the impact of the adoption of this ASU on the financial statements. In April 2015, the FASB issued ASU 2015-03, “Interest – Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs”. ASU 2015-03 provides that debt issuance costs related to a recognized debt liability should be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The recognition and measurement guidance for debt issuance costs have not changed. This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company has elected to early adopt as permitted by ASU 2015-03. In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern : |
Business, Liquidity and Summa21
Business, Liquidity and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of liabilities measured at fair value on a recurring basis | (in thousands) Balance at Level 1 Quoted Level 2 Level 3 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 Balance at Level 1 Quoted Level 2 Level 3 Liabilities: Fair value liability for price adjustable warrants $ 2,491 $ - $ - $ 2,491 Fair value liability for shares to be issued 60 60 - - Total liabilities at fair value $ 2,551 $ 60 $ - $ 2,491 |
Schedule of fair value liability of price adjustable warrants determined by Level 3 | Weighted average as of each measurement date (in thousands, except per share data) Fair value Exercise Stock Volatility Contractual Risk free Balance at December 31, 2013 $ 5,226 $ 0.28 $ 0.40 124 % 4.08 1.30 % Fair value of price-adjustable warrants issued in connection with Series C Convertible Preferred Shares 5,929 0.75 1.50 123 % 7.0 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 0.90 % Fair value of price-adjustable warrants issued in connection with Series D Convertible Preferred Shares 575 0.40 0.44 97 % 1.19 0.73 % Change in fair value included in consolidated statement of operations (7,309 ) - - - - - Balance at December 31, 2015 $ 2,491 $ 0.42 $ 0.27 99 % 1.79 0.46 % |
Schedule of anti-dilutive securities | Year Ended December 31, 2014 2015 Stock options outstanding 1,084,106 1,316,106 Warrants 21,212,813 7,037,946 Convertible preferred stock 8,000,000 8,925,000 Total 30,296,919 17,279,052 |
Schedule of reconciliation of basic and diluted net income per share | (in thousands, except per share data) Year Ended December 31, 2014 2015 Net income (loss) – numerator basic $ (12,477 ) $ 2,647 Change in fair value liability for price adjustable warrants - (7,309 ) Net loss excluding change in fair value liability for price adjustable warrants $ (12,477 ) $ (4,662 ) Weighted average common shares outstanding – denominator basic 24,635 26,302 Effect of price adjustable warrants - 6,573 Weighted average dilutive common shares outstanding 24,635 32,875 Net income (loss) per common share – basic $ (0.51 ) $ 0.10 Net loss per common share – diluted $ (0.51 ) $ (0.14 ) |
Prepaid Expenses and Other Cu22
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of major components of the prepaid expenses and other current assets | Year Ended December 31, (in thousands) 2014 2015 Insurance $ 117 $ 114 Other miscellaneous 75 26 $ 192 $ 140 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of summary of major components of accrued expenses balance | Year Ended December 31, (in thousands) 2014 2015 Corporate legal fees $ 564 $ 927 Audit, tax and filing services 189 78 Board fees 45 136 Sublicense fees 125 103 Other miscellaneous 149 52 $ 1,072 $ 1,296 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity [Abstract] | |
Schedule of warrant related activity | Warrant Shares Weighted Average Outstanding, January 1, 2014 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 Issued 3,539,315 0.41 Exercised or cancelled (285,345 ) 53.64 Outstanding, December 31, 2015 24,466,783 $ 0.47 Expiring in 2016 - Expiring in 2017 7,235,622 Expiring in 2018 3,399,546 Expiring thereafter 13,831,615 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stock Incentive Plans [Abstract] | |
Schedule of stock-based compensation expense | Year Ended December 31, (In thousands) 2014 2015 Research and development $ 48 $ 42 General and administrative 229 462 Total $ 277 $ 504 |
Schedule of stock option activity | Year Ended December 31, 2014 2015 Shares Weighted Shares Weighted Outstanding on January 1 284,829 $ 39.46 1,084,106 $ 5.52 Issued 1,039,000 1.07 232,000 0.63 Forfeited/expired (239,723 ) 18.02 - - Outstanding on December 31 1,084,106 $ 5.52 1,316,106 $ 4.66 Exercisable as of December 31 179,106 $ 28.06 750,356 $ 7.44 |
Schedule of summary of additional information on stock options outstanding | Options Outstanding Options Exercisable Range of Exercise Number Weighted-Average Weighted Average Number Weighted $0.63 - 0.82 252,000 4.00 $ 0.65 136,000 $ 0.66 $1.07 - $2.20 1,021,500 7.49 1.07 571,750 1.07 $47.60 - $87.60 21,000 2.44 67.60 21,000 67.60 $127.60 - $207.60 21,500 2.44 158.30 21,500 158.30 $526.40 106 1.10 526.40 106 526.40 Totals 1,316,106 6.66 $ 4.66 750,356 $ 7.44 Weighted-Average Exercisable Remaining Contractual Life (Years) 5.84 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Schedule of deferred tax assets, liabilities and valuation allowance | Year Ended December 31, (In thousands) 2014 2015 Deferred tax assets: Net operating loss carryforwards $ 108,348 $ 106,312 Tax credit carryforwards 10,696 10,696 Depreciation and amortization 3,709 3,872 Other 185 351 Total deferred tax assets 122,938 121,231 Valuation allowance (122,938 ) (121,231 ) Net deferred tax assets - - Deferred tax liabilities: Intangible assets (2,345 ) (2,345 ) Net deferred tax liabilities $ (2,345 ) $ (2,345 ) |
Business, Liquidity and Summa27
Business, Liquidity and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Liabilities: | ||
Fair value liability for price adjustable warrants | $ 2,491 | $ 9,225 |
Fair value liability for shares to be issued | 60 | 75 |
Recurring basis | ||
Liabilities: | ||
Fair value liability for price adjustable warrants | 2,491 | 9,225 |
Fair value liability for shares to be issued | 60 | 75 |
Total liabilities at fair value | $ 2,551 | $ 9,300 |
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 | $ 60 | $ 75 |
Total liabilities at fair value | $ 60 | $ 75 |
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 | $ 2,491 | $ 9,225 |
Fair value liability for shares to be issued | ||
Total liabilities at fair value | $ 2,491 | $ 9,225 |
Business, Liquidity and Summa28
Business, Liquidity and Summary of Significant Accounting Policies (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Change in fair value included in consolidated statement of operations | $ (7,309) | ||
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 | 9,225 | $ 5,226 | |
Fair value of price-adjustable warrants issued in connection with Series C Convertible Preferred Shares | 5,929 | ||
Fair value of price-adjustable warrants issued in connection with Series D Convertible Preferred Shares | 575 | ||
Exercise of Warrants | (1,917) | ||
Change in fair value included in consolidated statement of operations | (7,309) | (13) | |
Ending balance | $ 2,491 | $ 9,225 | $ 5,226 |
Exercise Price [Roll Forward] | |||
Beginning balance | $ 0.42 | $ 0.28 | |
Fair value of price-adjustable warrants issued in connection with Series C Convertible Preferred Shares, Exercise Price | 0.75 | ||
Fair value of price-adjustable warrants issued in connection with Series D Convertible Preferred Shares, Exercise Price | 0.40 | ||
Fair value of exercised warrants, exercise price | 0.36 | ||
Ending balance | 0.42 | 0.42 | $ 0.28 |
Stock Price [Roll Forward] | |||
Beginning balance | 0.95 | 0.40 | |
Fair value of price-adjustable warrants issued in connection with Series C Convertible Preferred Shares, Stock Price | 0.44 | 1.50 | |
Fair value of exercised warrants, stock price | 1.14 | ||
Ending balance | $ 0.27 | $ 0.95 | $ 0.40 |
Volatility [Roll Forward] | |||
Beginning balance | 121.00% | 124.00% | |
Fair value of price-adjustable warrants issued in connection with Series C Convertible Preferred Shares, Volatility | 123.00% | ||
Fair value of price-adjustable warrants issued in connection with Series D Convertible Preferred Shares, Volatility | 97.00% | ||
Fair value of exercised warrants, volatility | 133.00% | ||
Ending balance | 99.00% | 121.00% | 124.00% |
Contractual Life In Years [Roll Forward] | |||
Contractual Life (In Years) | 3 years 6 months 4 days | 3 years 6 months 4 days | 4 years 29 days |
Fair value of price-adjustable warrants issued in connection with Series C Convertible Preferred Shares, Contractual life | 7 years | ||
Fair value of price-adjustable warrants issued in connection with Series D Convertible Preferred Shares, Contractual life | 1 year 2 months 9 days | ||
Fair value of exercised warrants, exercised term | 1 year 9 months 15 days | 3 years 26 days | |
Risk Free [Roll Forward] | |||
Beginning balance | 0.90% | 1.30% | |
Fair value of price-adjustable warrants issued in connection with Series C Convertible Preferred Shares, Risk free rate | 0.55% | ||
Fair value of price-adjustable warrants issued in connection with Series D Convertible Preferred Shares, Risk free rate | 0.73% | ||
Fair value of exercised warrants, risk free rate | 0.77% | ||
Ending balance | 0.46% | 0.90% | 1.30% |
Business, Liquidity and Summa29
Business, Liquidity and Summary of Significant Accounting Policies (Details 2) - shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 17,279,052 | 30,296,919 |
Stock options outstanding | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 1,316,106 | 1,084,106 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 7,037,946 | 21,212,813 |
Convertible preferred stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 8,925,000 | 8,000,000 |
Business, Liquidity and Summa30
Business, Liquidity and Summary of Significant Accounting Policies (Details 3) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net income (loss) applicable to common stockholders | $ 2,647 | $ (12,477) |
Change in fair value liability for price adjustable warrants | (7,309) | |
Net loss excluding change in fair value liability for price adjustable warrants | $ (4,662) | $ (12,477) |
Weighted average common shares outstanding - denominator basic (in shares) | 26,302,394 | 24,634,535 |
Effect of price adjustable warrants (in shares) | 6,573 | |
Diluted (in shares) | 32,874,955 | 24,634,535 |
Net income (loss) per common share - basic (in dollars per share) | $ 0.10 | $ (0.51) |
Net loss per common share - diluted (in dollars per share) | $ (0.14) | $ (0.51) |
Business, Liquidity and Summa31
Business, Liquidity and Summary of Significant Accounting Policies (Detail Textuals) - Subsequent Event - USD ($) $ in Thousands, shares in Millions | Mar. 14, 2016 | Mar. 10, 2016 |
License agreement | ||
Business, Going Concern And Summary Of Significant Accounting Policies [Line Items] | ||
Payment received under license agreement | $ 250 | |
Upfront license fees, maximum amount | $ 40,000 | |
Microlin Bio, Inc. ("Microlin") | ||
Business, Going Concern And Summary Of Significant Accounting Policies [Line Items] | ||
Issuance of common shares by Microlin as consideration for sale of assets | 6.7 | |
Ownership percentage of issued and outstanding shares | 25.00% | |
Cash payment receivable for sale of assets | $ 750 | |
Minimum financing threshold amount | 5,000 | |
Microlin Bio, Inc. ("Microlin") | Asset purchase agreement | ||
Business, Going Concern And Summary Of Significant Accounting Policies [Line Items] | ||
Bridge loan | $ 300 |
Business, Liquidity and Summa32
Business, Liquidity and Summary of Significant Accounting Policies (Detail Textuals 1) - USD ($) $ in Thousands | Mar. 10, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 30, 2008 |
Business, Going Concern And Summary Of Significant Accounting Policies [Line Items] | |||||
Accumulated deficit | $ 334,451 | $ 337,788 | |||
Working capital deficit | (1,600) | ||||
Cash | $ 710 | 1,824 | $ 909 | ||
RNA therapeutics | |||||
Business, Going Concern And Summary Of Significant Accounting Policies [Line Items] | |||||
Accumulated deficit | $ 108,800 | ||||
Licensing revenue | MiNA | |||||
Business, Going Concern And Summary Of Significant Accounting Policies [Line Items] | |||||
Licenses Revenue | $ 500 | ||||
Concentration Risk, Percentage | 29.00% | ||||
Licensing revenue | Mirna | |||||
Business, Going Concern And Summary Of Significant Accounting Policies [Line Items] | |||||
Licenses Revenue | $ 700 | ||||
Concentration Risk, Percentage | 71.00% | ||||
Subsequent Event | Microlin Bio, Inc. ("Microlin") | |||||
Business, Going Concern And Summary Of Significant Accounting Policies [Line Items] | |||||
Ownership percentage of issued and outstanding shares | 25.00% |
Intangible assets (Detail Textu
Intangible assets (Detail Textuals) - Cequent Pharmaceuticals, Inc. - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2011 | Jul. 31, 2010 | |
Business Acquisition [Line Items] | ||||
Intangible assets | $ 22.7 | |||
Fair value discount rate | 23.00% | 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 | $ 3.4 |
Intangible assets (Detail Tex34
Intangible assets (Detail Textuals 1) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||
Acquired deferred tax assets for federal and state net operating loss carry-forwards | $ 106,312 | $ 108,348 |
Deferred tax liability | 2,345 | $ 2,345 |
Cequent Pharmaceuticals, Inc. | ||
Business Acquisition [Line Items] | ||
Acquired deferred tax assets for federal and state net operating loss carry-forwards | 7,000 | |
Tax credit carry-forwards | 1,100 | |
Intangible assets | 22,700 | |
Tax basis for acquired intangible assets | 0 | |
Deferred tax liability | $ 8,000 |
Prepaid Expenses and Other Cu35
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Insurance | $ 114 | $ 117 |
Other miscellaneous | 26 | 75 |
Prepaid expenses and other current assets, Total | $ 140 | $ 192 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Liabilities, Current [Abstract] | ||
Corporate legal fees | $ 927 | $ 564 |
Audit, tax and filing services | 78 | 189 |
Board fees | 136 | 45 |
Sublicense fees | 103 | 125 |
Other miscellaneous | 52 | 149 |
Other accrued liabilities, Total | $ 1,296 | $ 1,072 |
Restructuring Charges (Detail T
Restructuring Charges (Detail Textuals) - Facility - Washington facility - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 12 Months Ended |
Mar. 31, 2013 | Dec. 31, 2014 | |
Restructuring Cost and Reserve [Line Items] | ||
Number of shares to be issuable on certain future financing events | 1.5 | |
Gain on lease termination | $ 1.1 |
Notes Payable (Detail Textuals)
Notes Payable (Detail Textuals) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Feb. 28, 2014USD ($)shares | Feb. 29, 2012USD ($)Investor$ / sharesshares | Dec. 31, 2015$ / sharesshares | Dec. 31, 2014USD ($) | Aug. 31, 2015$ / sharesshares | Mar. 31, 2014$ / sharesshares | Aug. 31, 2013$ / sharesshares | Feb. 28, 2013$ / sharesshares | |
Debt Instrument [Line Items] | ||||||||
Number of common stock called by warrants | 3,440 | 6,000 | ||||||
Exercise price of warrants | $ / shares | $ 0.40 | $ 0.75 | ||||||
Gain on debt extinguishment | $ | $ 5 | |||||||
Interest expense related to notes payable | $ | 1,000 | |||||||
Aggregate principal and interest amount of promissory notes | $ | $ 1,500 | $ 1,479 | ||||||
Number of shares issued in exchange of notes | 2,000 | |||||||
Notes Payable | Price adjustable warrants | ||||||||
Debt Instrument [Line Items] | ||||||||
Notes payable issued | $ | $ 1,500 | |||||||
Interest rate on notes payable | 15.00% | |||||||
Number of investors | Investor | 2 | |||||||
Mandatory prepayment of additional price adjustable warrants | 200 | |||||||
Number of common stock called by warrants | 3,700 | 3,200 | ||||||
Exercise price of warrants | $ / shares | $ 0.508 | $ 0.28 | ||||||
Term of warrants | 5 years | |||||||
Notes Payable | Price adjustable warrants | Amendment One | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of common stock called by warrants | 1,000 | |||||||
Exercise price of warrants | $ / shares | $ 0.28 | |||||||
Notes Payable | Price adjustable warrants | Amendment Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of common stock called by warrants | 4,000 | |||||||
Exercise price of warrants | $ / shares | $ 0.28 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Warrant Shares | ||
Outstanding | 21,212,813 | 17,017,601 |
Issued | 3,539,315 | 6,191,500 |
Exercised or cancelled | (285,345) | (1,996,288) |
Outstanding | 24,466,783 | 21,212,813 |
Weighted Average Exercise Price | ||
Outstanding | $ 1.19 | $ 1.29 |
Issued | 0.41 | 0.75 |
Exercised or cancelled | 53.64 | 0.36 |
Outstanding | $ 0.47 | $ 1.19 |
Expiring in 2016 | ||
Expiring in 2017 | 7,235,622 | |
Expiring in 2018 | 3,399,546 | |
Expiring thereafter | 13,831,615 |
Stockholders' Equity (Preferred
Stockholders' Equity (Preferred Stock) (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | |||||||
Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | Jun. 30, 2015 | Mar. 31, 2014 | Feb. 28, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 100,000 | 100,000 | ||||||
Number of common stock called by warrants | 3,440,000 | 6,000,000 | ||||||
Proceeds from sales of Series C preferred shares and warrants, net | $ 6,000 | |||||||
Exercise price of warrants | $ 0.40 | $ 0.75 | ||||||
Number of preferred stock converted | 2,000,000 | |||||||
Series A Junior Participating Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 90,000 | |||||||
Preferred stock, shares outstanding | ||||||||
Series B Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 1,000 | |||||||
Preferred stock, shares outstanding | ||||||||
Series C Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 1,200 | 1,200 | 1,200 | |||||
Shares issued during period | 1,200 | |||||||
Number of common stock called by warrants | 6,000,000 | |||||||
Preferred stock, shares outstanding | 1,020 | 1,200 | ||||||
Conversion price per dollar of stated value | $ 0.75 | |||||||
Proceeds from sales of Series C preferred shares and warrants, net | $ 6,000 | |||||||
Stated value per share of preferred stock | $ 5,000 | |||||||
Exercise price of warrants | $ 0.28 | |||||||
Number of preferred stock converted | 90 | 90 | ||||||
Shares issued upon conversion | 600,000 | 600,000 | 8,000,000 | |||||
Stock issuance costs | $ 70 | |||||||
Proceeds to warrant was accreted as a dividend | 6,000 | |||||||
Deemed dividend recorded to additional paid-in capital | 6,000 | |||||||
Derivative Liability | 6,500 | |||||||
Amount of loss upon issuance | $ 500 | |||||||
Series D Convertible Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 220 | |||||||
Shares issued during period | 220 | |||||||
Number of common stock called by warrants | 3,440,000 | |||||||
Preferred stock, shares outstanding | 170 | 0 | ||||||
Conversion price per dollar of stated value | $ 0.40 | |||||||
Proceeds from sales of Series C preferred shares and warrants, net | $ 1,100 | |||||||
Share price not to be reduced below | $ 0.28 | |||||||
Stock issuances anniversary | 2 years | |||||||
Stated value per share of preferred stock | $ 5,000 | |||||||
Number of preferred stock converted | 50 | |||||||
Shares issued upon conversion | 600,000 | 2,750,000 | ||||||
Limitations and adjustments dividend rate | 5.00% | |||||||
Beneficial conversion feature | $ 700 | |||||||
Stock issuance costs | 10 | |||||||
Proceeds to warrant was accreted as a dividend | 600 | |||||||
Derivative Liability | $ 600 | |||||||
Series D Convertible Preferred Stock | Subsequent Event | ||||||||
Class of Stock [Line Items] | ||||||||
Number of preferred stock converted | 110 | |||||||
Shares issued upon conversion | 1,400,000 |
Stockholders' Equity (Common St
Stockholders' Equity (Common Stock) (Details Textuals 1) - USD ($) $ in Thousands | 1 Months Ended | 4 Months Ended | 12 Months Ended | |||||||||||
Feb. 29, 2016 | Nov. 30, 2015 | Oct. 31, 2015 | May. 31, 2015 | Jan. 31, 2015 | Sep. 30, 2014 | Mar. 31, 2014 | Feb. 28, 2014 | Jan. 31, 2014 | Sep. 30, 2012 | Jul. 31, 2010 | Apr. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stockholders Equity Note [Line Items] | ||||||||||||||
Shares issued in connection with consulting services | $ 19 | |||||||||||||
Value of common stock issued in conversion of debt | $ 1,480 | |||||||||||||
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 | |||||||||||||
Number of voting right | one vote | |||||||||||||
Consultants | ||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||
Shares issued as consideration for sub-licensed lipid-delivery technology and services | 40,000 | |||||||||||||
Shares issued in connection with consulting services | $ 20 | |||||||||||||
Non-executive | ||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||
Shares issued as consideration for sub-licensed lipid-delivery technology and services | 90,000 | |||||||||||||
Shares issued in connection with consulting services | $ 30 | |||||||||||||
Employees and board members | ||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||
Shares issued as consideration for sub-licensed lipid-delivery technology and services | 2,800,000 | |||||||||||||
Shares issued in connection with consulting services | $ 1,000 | |||||||||||||
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 and services | 20,000 | |||||||||||||
Shares issued in connection with consulting services | $ 30 | |||||||||||||
2012 compromise and release agreement | ||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||
Shares issued as consideration for sub-licensed lipid-delivery technology and services | 50,000 | |||||||||||||
Shares issued in connection with consulting services | $ 60 | |||||||||||||
2012 compromise and release agreement | Vendor | ||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||
Number of share issued to vendor | 100,000 | |||||||||||||
Value of share issued to vendor | $ 10 | |||||||||||||
Lease termination agreement | ||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||
Number of share issued to vendor | 1,500,000 | |||||||||||||
Value of share issued to vendor | $ 1,900 | |||||||||||||
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 | $ 60 | $ 80 | ||||||||||||
Number of common stock issued for settlement | 120,000 | 130,000 | ||||||||||||
Novosom | Subsequent Event | ||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||
Number of common stock issued for settlement | 210,000 | |||||||||||||
Novosom | License agreement with MiNA therapeutics | ||||||||||||||
Stockholders Equity Note [Line Items] | ||||||||||||||
Amount pledged to issue common stock | $ 10 | $ 120 | ||||||||||||
Number of common stock issued for settlement | 30,000 | 210,000 | ||||||||||||
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 |
Stockholders' Equity (Warrants)
Stockholders' Equity (Warrants) (Details Textuals 2) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jan. 31, 2015$ / sharesshares | Dec. 31, 2014Consultantshares | Sep. 30, 2015USD ($)shares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)shares | Aug. 31, 2015$ / sharesshares | Apr. 30, 2014$ / sharesshares | Mar. 31, 2014$ / sharesshares | |
Stockholders Equity Note [Line Items] | ||||||||
Number of warrants called by common stock | 3,440,000 | 6,000,000 | ||||||
Exercise price of warrants | $ / shares | $ 0.40 | $ 0.75 | ||||||
Number of stock issued upon net share exercises | 1,320,000 | |||||||
Number of stock issued on cash exercises of warrants | 80,000 | |||||||
Fair value of warrants issuance | $ | $ (7,309) | $ (13) | ||||||
Warrants | ||||||||
Stockholders Equity Note [Line Items] | ||||||||
Exercise price of warrants | $ / shares | $ 0.28 | |||||||
Number of warrants exercised | 2,500 | |||||||
Warrants | Consultant | ||||||||
Stockholders Equity Note [Line Items] | ||||||||
Number of warrants called by common stock | 117,000 | 117,000 | ||||||
Number of consultant | Consultant | 5 | |||||||
Warrants | Vendor | ||||||||
Stockholders Equity Note [Line Items] | ||||||||
Number of warrants called by common stock | 102,000 | 75,000 | ||||||
Exercise price of warrants | $ / shares | $ 0.89 | |||||||
Fair value of warrants issuance | $ | $ 65 | $ 50 |
Stock Incentive Plans (Stock-Ba
Stock Incentive Plans (Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $ 504 | $ 277 |
Research and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation | 42 | 48 |
General and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation | $ 462 | $ 229 |
Stock Incentive Plans (Stock Op
Stock Incentive Plans (Stock Option Activity) (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Shares | ||
Outstanding on January 1 | 1,084,106 | 284,829 |
Issued | 232,000 | 1,039,000 |
Forfeited/expired | (239,723) | |
Outstanding on December 31 | 1,316,106 | 1,084,106 |
Exercisable as of December 31 | 750,356 | 179,106 |
Weighted Average Exercise Price | ||
Outstanding on January 1 | $ 5.52 | $ 39.46 |
Issued | $ 0.63 | 1.07 |
Forfeited/expired | 18.02 | |
Outstanding on December 31 | $ 4.66 | 5.52 |
Exercisable as of December 31 | $ 7.44 | $ 28.06 |
Stock Incentive Plans (Stock 45
Stock Incentive Plans (Stock options outstanding ) (Details 2) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Outstanding, Number Outstanding | 1,316,106 | 1,084,106 | 284,829 |
Options Outstanding, Weighted Average Exercise Price | $ 4.66 | $ 5.52 | $ 39.46 |
Options Exercisable, Number Exercisable | 750,356 | 179,106 | |
Options Exercisable, Weighted Average Exercise Price | $ 7.44 | $ 28.06 | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Outstanding, Number Outstanding | 1,316,106 | ||
Options Outstanding, Weighted-Average Remaining Contractual Life (in years) | 6 years 7 months 28 days | ||
Options Outstanding, Weighted Average Exercise Price | $ 4.66 | ||
Options Exercisable, Number Exercisable | 750,356 | ||
Options Exercisable, Weighted Average Exercise Price | $ 7.44 | ||
Options Outstanding, Weighted-Average Remaining Contractual Life, Exercisable (in years) | 5 years 10 months 2 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 (in years) | 4 years | ||
Options Outstanding, Weighted Average Exercise Price | $ 0.65 | ||
Options Exercisable, Number Exercisable | 136,000 | ||
Options Exercisable, Weighted Average Exercise Price | $ 0.66 | ||
Stock options | $1.07 - $2.20 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Lower range of price | 1.07 | ||
Upper range of price | $ 2.20 | ||
Options Outstanding, Number Outstanding | 1,021,500 | ||
Options Outstanding, Weighted-Average Remaining Contractual Life (in years) | 7 years 5 months 27 days | ||
Options Outstanding, Weighted Average Exercise Price | $ 1.07 | ||
Options Exercisable, Number Exercisable | 571,750 | ||
Options Exercisable, Weighted Average Exercise Price | $ 1.07 | ||
Stock options | $47.60 - $87.60 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Lower range of price | 47.60 | ||
Upper range of price | $ 87.60 | ||
Options Outstanding, Number Outstanding | 21,000 | ||
Options Outstanding, Weighted-Average Remaining Contractual Life (in years) | 2 years 5 months 9 days | ||
Options Outstanding, Weighted Average Exercise Price | $ 67.6 | ||
Options Exercisable, Number Exercisable | 21,000 | ||
Options Exercisable, Weighted Average Exercise Price | $ 67.6 | ||
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) | 2 years 5 months 9 days | ||
Options Outstanding, Weighted Average Exercise Price | $ 158.3 | ||
Options Exercisable, Number Exercisable | 21,500 | ||
Options Exercisable, Weighted Average Exercise Price | $ 158.3 | ||
Stock options | $526.40 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Outstanding, Number Outstanding | 106 | ||
Options Outstanding, Weighted-Average Remaining Contractual Life (in years) | 1 year 1 month 6 days | ||
Options Outstanding, Weighted Average Exercise Price | $ 526.4 | ||
Options Exercisable, Number Exercisable | 106 | ||
Options Exercisable, Weighted Average Exercise Price | $ 526.4 |
Stock Incentive Plans (Detail T
Stock Incentive Plans (Detail Textuals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Stock Incentive Plans [Abstract] | ||
Options to purchase shares of common stock outstanding | 1,300,000 | |
Common stock available for future grants or awards | 8,200,000 | |
Term of plan | 10 years | |
Vesting period | 3 years | |
Number of options granted | 232,000 | 1,039,000 |
Unrecognized compensation cost related to unvested stock options | $ 500 | |
Unrecognized compensation cost related to unvested stock options, recognition period | 1 year 9 months 18 days | |
Intrinsic value of options outstanding | $ 0 | |
Intrinsic value of options exercisable | 0 | |
Total grant date fair value of options vested | $ 60 | $ 120 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 106,312 | $ 108,348 |
Tax credit carryforwards | 10,696 | 10,696 |
Depreciation and amortization | 3,872 | 3,709 |
Other | 351 | 185 |
Total deferred tax assets | 121,231 | 122,938 |
Valuation allowance | $ (121,231) | $ (122,938) |
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 ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes [Line Items] | ||
Increase (Decrease) in valuation allowances | $ (1,710) | $ 360 |
Federal | ||
Income Taxes [Line Items] | ||
Net operating loss carry-forwards | 312,000 | |
Available tax credit carry forwards | 10,600 | |
State | ||
Income Taxes [Line Items] | ||
Net operating loss carry-forwards | 1,400 | |
Available tax credit carry forwards | $ 100 |
Intellectual Property and Col49
Intellectual Property and Collaborative Agreements (Detail Textuals) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2015USD ($) | Jan. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($)Compounds | Dec. 31, 2011USD ($) | Dec. 31, 2015USD ($) | |
MiNA | ||||||
Intellectual Property And Collaborative Agreements [Line Items] | ||||||
Upfront payment received under license agreement | $ 0.5 | |||||
Maximum upfront, clinical, commercialization milestone payments and royalties received | $ 49 | |||||
Accelerated payment received under license agreement | $ 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 | |||||
Accelerated payment received under license agreement | $ 0.5 | |||||
Agreement termination period | 60 days | |||||
Number of compounds | Compounds | 3 | |||||
Future additional selection upfront payment | $ 0.5 |
Intellectual Property and Col50
Intellectual Property and Collaborative Agreements (Detail Textuals 1) € in Thousands, shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||
Feb. 29, 2016shares | Nov. 30, 2015USD ($) | Jan. 31, 2015shares | Dec. 31, 2011USD ($) | Jul. 31, 2010USD ($)shares | Mar. 31, 2010USD ($) | Jun. 30, 2008EUR (€) | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($)shares | Dec. 31, 2012shares | Dec. 31, 2015EUR (€) | |
Intellectual Property And Collaborative Agreements [Line Items] | ||||||||||||
Stock issued during period, value, purchase of assets | $ 207 | $ 1,673 | ||||||||||
Research and development expense | 801 | 686 | ||||||||||
Valeant Pharmaceuticals | ||||||||||||
Intellectual Property And Collaborative Agreements [Line Items] | ||||||||||||
Annual payment for per assigned patents | 50 | |||||||||||
Threshold limit of earned out payments | 5,000 | |||||||||||
Valeant Pharmaceuticals | First Conformationally Restricted Nucleotide Product | ||||||||||||
Intellectual Property And Collaborative Agreements [Line Items] | ||||||||||||
Development milestone payments | $ 5,000 | |||||||||||
Valeant Pharmaceuticals | Second Conformationally Restricted Nucleotide Product | ||||||||||||
Intellectual Property And Collaborative Agreements [Line Items] | ||||||||||||
Development milestone payments | $ 2,000 | |||||||||||
Novosom | ||||||||||||
Intellectual Property And Collaborative Agreements [Line Items] | ||||||||||||
Stock issued during period, shares, purchase of assets | shares | 140 | |||||||||||
Stock issued during period, value, purchase of assets | $ 3,800 | |||||||||||
Contractual agreements assets acquired payment percentage | 30.00% | |||||||||||
Assets acquired additional consideration maximum | $ 3,300 | |||||||||||
Research and development expense | $ 100 | |||||||||||
Common stock reserved for future issuance as additional consideration | shares | 510 | |||||||||||
Cash payable | $ 150 | |||||||||||
Additional common stock reserved for future issuance as consideration | shares | 450 | |||||||||||
License fee payable | $ 60 | 140 | 80 | |||||||||
Amount pledged to issue common stock | $ 60 | $ 80 | ||||||||||
Amount settled in cash | $ 10 | |||||||||||
Number of common stock issued for settlement | shares | 120 | 130 | ||||||||||
Novosom | Subsequent Event | ||||||||||||
Intellectual Property And Collaborative Agreements [Line Items] | ||||||||||||
Number of common stock issued for settlement | shares | 210 | |||||||||||
University of Helsinki | ||||||||||||
Intellectual Property And Collaborative Agreements [Line Items] | ||||||||||||
Development milestone payments | € | € 275 | |||||||||||
Royalty advance | € | € 250 |