Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 15, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Marina Biotech, Inc. | |
Entity Central Index Key | 737,207 | |
Trading Symbol | mrna | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 29,759,503 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 321 | $ 710 |
Prepaid expenses and other current assets | 125 | 140 |
Total current assets | 446 | 850 |
Intangible assets | 6,700 | 6,700 |
Other assets | 45 | |
Total assets | 7,146 | 7,595 |
Current liabilities: | ||
Accounts payable | 1,332 | 763 |
Accrued payroll and employee benefits | 69 | 377 |
Other accrued liabilities | 1,406 | 1,296 |
Promissory notes | 300 | |
Total current liabilities | 3,107 | 2,436 |
Fair value liability for price adjustable warrants | 619 | 2,491 |
Fair value of stock to be issued to settle liabilities | 60 | |
Deferred income tax liabilities | 2,345 | 2,345 |
Total liabilities | 6,071 | 7,332 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, value | ||
Common stock, $0.006 par value; 180,000,000 shares authorized, 27,704,340 and 29,759,503 shares issued and outstanding at December 31, 2015 and June 30, 2016, respectively | 179 | 166 |
Additional paid-in capital | 334,923 | 334,548 |
Accumulated deficit | (334,027) | (334,451) |
Total stockholders' equity | 1,075 | 263 |
Total liabilities and stockholders' equity | 7,146 | 7,595 |
Series C convertible preferred stock | ||
Stockholders' equity: | ||
Preferred stock, value | ||
Series D convertible preferred stock | ||
Stockholders' equity: | ||
Preferred stock, value |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
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 | 29,759,503 | 27,704,340 |
Common stock, shares outstanding | 29,759,503 | 27,704,340 |
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 | 1,020 |
Preferred stock, shares outstanding | 1,020 | 1,020 |
Preferred Stock, liquidation preference, value | $ 5,100 | |
Series D convertible preferred stock | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 220 | 220 |
Preferred stock, shares issued | 60 | 170 |
Preferred stock, shares outstanding | 60 | 170 |
Preferred Stock, liquidation preference, value | $ 300 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
License and other revenues | $ 0 | $ 400 | $ 250 | $ 400 |
Operating expenses: | ||||
Research and development | 31 | 350 | 223 | 604 |
General and administrative | 330 | 1,072 | 1,389 | 2,133 |
Total operating expenses | 361 | 1,422 | 1,612 | 2,737 |
Loss from operations | (361) | (1,022) | (1,362) | (2,337) |
Other income (expense): | ||||
Change in fair value liability for price adjustable warrants | (282) | 1,914 | 1,786 | 3,643 |
Gain on settled liabilities | 12 | 12 | ||
Total other income (expense), net | (282) | 1,926 | 1,786 | 3,655 |
Net income (loss) applicable to common stockholders | $ (643) | $ 904 | $ 424 | $ 1,318 |
Net income (loss) per common share | ||||
Basic (in dollars per share) | $ (0.02) | $ 0.03 | $ 0.01 | $ 0.05 |
Diluted (in dollars per share) | $ (0.08) | $ (0.03) | $ (0.06) | $ (0.08) |
Shares used in computing net income (loss) per share | ||||
Basic (in shares) | 29,624 | 26,036 | 29,013 | 26,036 |
Diluted (in shares) | 5,853 | 30,293 | 19,640 | 30,293 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Operating activities: | ||
Net income | $ 424 | $ 1,318 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Non-cash license expense | 120 | |
Non-cash gain on settlement of liabilities | (12) | |
Compensation related to stock options and warrants | 167 | 296 |
Changes in fair market value of liabilities: | ||
Stock reserved for issuance to settle liabilities | 75 | |
Price adjustable warrants | (1,786) | (3,643) |
Cash changes in assets and liabilities: | ||
Accounts receivable | 500 | |
Prepaid expenses and other assets | 60 | 64 |
Accounts payable | 569 | (173) |
Accrued and other liabilities | (198) | 431 |
Net cash used in operating activities | (689) | (1,099) |
Financing activities: | ||
Proceeds from promissory notes | 300 | |
Proceeds from exercise of warrants for common stock | 1 | |
Net cash provided by financing activities | 300 | 1 |
Net decrease in cash | (389) | (1,098) |
Cash - Beginning of period | 710 | 1,824 |
Cash - End of period | 321 | 726 |
Supplemental disclosure of cash flow information and non-cash financing activities: | ||
Issuance of common stock to settle liabilities | 135 | 195 |
Fair value of warrants issued to purchase common stock to settle liabilities | 65 | |
Fair value of derivative warrant liability reclassified to additional paid-in capital | 86 | |
Series C convertible preferred stock | ||
Supplemental disclosure of cash flow information and non-cash financing activities: | ||
Par value of common stock issued upon conversion | 4 | |
Series D convertible preferred stock | ||
Supplemental disclosure of cash flow information and non-cash financing activities: | ||
Par value of common stock issued upon conversion | $ 8 |
Business, Liquidity and Summary
Business, Liquidity and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
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 that has 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. Strategic Direction and Agreement to Acquire 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 advisor to assist us in exploring such alternatives. In connection with that process of exploring strategic alternatives, on April 29, 2016, we signed a term sheet with Turing Pharmaceuticals AG (“Turing”), a privately-held biopharmaceutical company focused on developing and commercializing innovative treatments for serious diseases, pursuant to which we would acquire Turing’s intranasal ketamine program for consideration consisting of approximately 53 million shares of our common stock (the “Turing Transaction”). The assets to be acquired from Turing would include all patents and intellectual property rights, clinical development plans, regulatory documents and existing product inventories. As per the term sheet, we would pay to Turing up to $95 million in success-based and sales-based milestones plus a mid-single digit royalty on net sales, if any. Completion of the proposed Turing Transaction is contingent upon certain conditions, including the completion of customary due diligence considerations, the negotiation, execution and delivery of a definitive purchase agreement, and the satisfaction or waiver of the conditions set forth in the definitive purchase agreement, including, without limitation, the completion by us of a financing transaction yielding proceeds sufficient to initiate and support the Phase 3 efforts for the intranasal ketamine program to be acquired. There can be no assurance that a definitive purchase agreement will be executed or that a closing of the Turing Transaction will occur. The accompanying consolidated financial statements do not include any adjustments related to the Turing Transaction. Also in connection with the process of exploring strategic alternatives, on March 10, 2016, we signed 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. On May 3, 2016, we announced that we had determined to terminate negotiations with Microlin with respect to the proposed transaction. We will need additional capital in order to execute our strategy of concluding the Turing Transaction, and potentially either acquiring other assets or technology, or selling our existing assets or technology, or if the foregoing do not occur, our previous strategy of initiating the registration trial for and commercializing CEQ508, filing Investigational New Drug (“IND”) applications for both DM1 and DMD and bringing these two programs to human proof-of-concept trials. Recent Licensing and IP Developments In February 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. In March 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. In July 2016, we entered into a license agreement with an undisclosed licensee that grants such licensee rights to use our technology and intellectual property to develop and commercialize products combining certain molecules with our liposomal delivery technology known as NOV582. Under the terms of this agreement, the licensee agreed to pay to us an upfront license fee in the amount of $0.35 million (to be paid in installments through the end of 2017), along with milestone payments on a per-licensed-product basis and royalty payments in the low single digit percentages. We believe that, as a result of the issuance of US patent no. 9,023,793 on May 5, 2015, we became entitled to receive a milestone payment in the amount of $2 million under an Asset Purchase Agreement dated August 25, 2010 between us and Cypress Biosciences (“Cypress”), which was subsequently assigned by Cypress to Kyalin Biosciences, Inc., and further assigned to Retrophin, Inc. (“Retrophin”). We have advised Retrophin of our claim to payment of this milestone. However, Retrophin has denied our claim. Although we intend to vigorously pursue our right to receive the milestone payment, there can be no assurance that we will be successful in our endeavors to receive the payments to which we believe we are entitled. Note Purchase Agreement On June 20, 2016, we entered into a Note Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which we issued to the Purchasers unsecured promissory notes in the aggregate principal amount of $0.3 million (the “Notes”). Interest shall accrue on the unpaid principal balance of the Notes at the rate of 12% per annum beginning on September 20, 2016. The Notes will become due and payable on June 20, 2017, provided, that, upon the closing of a financing transaction that occurs while the Notes are outstanding, each Purchaser shall have the right to either: (i) accelerate the maturity date of the Note held by such Purchaser or (ii) convert the entire outstanding principal balance under the Note held by such Purchaser and accrued interest thereon into our securities that are issued and sold at the closing of such financing transaction. Further, if we at any time while the Notes are outstanding receive any cash payments in the aggregate amount of not less than $0.25 million, as a result of the licensing, partnering or disposition of any of the technology held by us or any related product or asset, we shall pay to the holders of the Notes, on a pro rata basis, an amount equal to 25% of each payment actually received by us, which payments shall be applied against the outstanding principal balance of the Notes and the accrued and unpaid interest thereon, until such time as the Notes are repaid in full. In the Purchase Agreement, we agreed: (x) to extend the termination date of all of the warrants to purchase shares of our common stock (such warrants, the “Prior Warrants”) that were delivered to the purchasers pursuant to that certain Note and Warrant Purchase Agreement, dated as of February 10, 2012 between us and the purchasers identified on the signature pages thereto, as it has been amended to date, to February 10, 2020 and (y) to extend the anti-dilution protection afforded of the Prior Warrants so that such protection would apply to any financing transaction effected by us on or prior to June 19, 2017 (with any such adjustment only applying to 80% of the Prior Warrants). As the Prior Warrants were already recorded at fair value as a result of price adjustable terms, the impacts of the modification of the terms is included in the change in fair value of price adjustable warrants in the statement of operations. Liquidity The accompanying condensed consolidated financial statements have been prepared on the basis that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. At June 30, 2016, we had an accumulated deficit of approximately $334.0 million, $108.3 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 raise additional funds, complete the Turing Transaction, and investigate either acquiring other technology or selling our existing assets or technology. 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, the sale of the Notes, revenue provided from our license agreements and, to a lesser extent, equipment financing facilities and secured loans. In 2015 and 2016, we funded operations with a combination of the issuance of the Notes, preferred stock and license-related revenues. At June 30, 2016, we had negative working capital of $2.7 million and $0.3 million in cash. Our limited operating activities consume the majority of our cash resources. We believe that our current cash resources, including the proceeds from the Notes received in June 2016 as noted above, will enable us to fund our intended operations through October 2016. Our ability to execute our operating plan beyond October 2016 depends on our ability to obtain additional funding, the subsequent closing of the Turing Transaction, and any subsequent plans to acquire other technology or sell our existing assets or technology. 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. If the Turing Transaction is not consummated and we are unable to either find a viable purchaser for our assets or to obtain sufficient capital to continue our current operations or any other business that we may acquire, we may be forced to file bankruptcy as we will have minimal capital and operating assets to continue the business. Basis of Preparation and Summary of Significant Accounting Policies Basis of Preparation Use of Estimates Reclassifications Fair Value of Financial Instruments We follow authoritative guidance with respect to fair value reporting issued by the Financial Accounting Standards Board (“FASB”) for financial assets and liabilities, which defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance does not apply to measurements related to share-based payments. The guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Our cash is subject to fair value measurement and value is determined by Level 1 inputs. We measure the liability for committed stock issuances with a fixed share number using Level 1 inputs. We measure the liability for price adjustable warrants and certain features embedded in notes using the Black-Scholes option pricing model (“Black-Scholes”) under various probability weighted scenarios, using Level 3 inputs. The following tables summarize our liabilities measured at fair value on a recurring basis as of December 31, 2015 and June 30, 2016: Level 1 Level 3 Balance at Quoted prices in Level 2 Significant December 31, active markets for Significant other unobservable (In thousands) 2015 identical assets observable inputs inputs 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 Level 1 Level 3 Quoted prices in Level 2 Significant Balance at active markets for Significant other unobservable (In thousands) June 30, 2016 identical assets observable inputs inputs Liabilities: Fair value liability for price adjustable warrants $ 619 $ - $ - $ 619 Total liabilities at fair value $ 619 $ - $ - $ 619 The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the six-month period ended June 30, 2016, including the impact of the modifications to the Prior Warrants made in conjunction with the Purchase Agreement: Weighted average as of each measurement date Fair value liability for price Contractual adjustable warrants Exercise Stock life Risk free (in thousands) Price Price Volatility (in years) rate Balance at December 31, 2015 $ 2,491 $ 0.42 $ 0.27 99 % 1.79 0.46 % Fair value of derivative warrant liability reclassified to additional paid-in capital (86 ) Change in fair value included in Statement of Operations (1,786 ) Balance at June 30, 2016 $ 619 $ 0.43 $ 0.19 178 % 1.94 0.03 % Net Income (Loss) per Common Share Three Months Ended June 30, Six Months Ended June 30, 2015 2016 2015 2016 Stock options outstanding 1,316,106 1,548,106 1,316,106 1,548,106 Warrants 1,323,291 3,416,104 1,323,291 9,416,104 Convertible preferred stock 8,000,000 7,550,000 8,000,000 7,550,000 Total 10,639,397 12,514,210 10,639,397 18,514,210 The following is a reconciliation of basic and diluted net income (loss) per share: Three Months Ended June 30, Six Months Ended June 30, (In thousands except per share amounts) 2015 2016 2015 2016 Net income (loss) – numerator basic $ 904 $ (643 ) $ 1,318 $ 424 Change in fair value liability for price adjustable warrants (1,914 ) 197 (3,643 ) (1,655 ) Net loss excluding change in fair value liability for price adjustable warrants $ (1,010 ) $ (446 ) $ (2,325 ) $ (1,231 ) Weighted average common shares outstanding – denominator basic 26,036 29,624 26,036 29,013 Effect of price adjustable warrants 4,257 (23,771 ) 4,257 (9,373 ) Weighted average dilutive common shares outstanding 30,293 5,853 30,293 19,640 Net income (loss) per common share – basic $ 0.03 $ (0.02 ) $ 0.05 $ 0.01 Net income (loss) per common share – diluted $ (0.03 ) $ (0.08 ) $ (0.08 ) $ (0.06 ) Impairment of long-lived assets · For finite-lived intangible assets, such as developed technology rights, and for other long-lived assets, such as property and equipment, we compare the undiscounted amount of the projected cash flows associated with the asset, or asset group, to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over fair value. In addition, in all cases of an impairment review, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate; and · For indefinite-lived intangible assets, such as IPR&D assets, each year and whenever impairment indicators are present, we determine the fair value of the asset and record an impairment loss for the excess of book value over fair value, if any. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 2 — Stockholders’ Equity Preferred Stock 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. 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. 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 February 2016, we issued 0.21 million shares with a value of $0.06 million to Novosom as the equity component owed under our December 2015 milestone payment from MiNA Therapeutics. In April 2016, we issued 0.47 million shares with a value of $0.075 million to Novosom as the equity component owed under a March 2016 license agreement covering certain of our platforms for the delivery of an undisclosed genome editing technology. Warrants As of June 30, 2016, there were 24,466,783 warrants outstanding, with a weighted average exercise price of $0.47 per share, and annual expirations as follows: Expiring in 2016 - Expiring in 2017 2,630,545 Expiring in 2018 113,831 Expiring thereafter 21,722,407 |
Stock Incentive Plans
Stock Incentive Plans | 6 Months Ended |
Jun. 30, 2016 | |
Stock Incentive Plans [Abstract] | |
Stock Incentive Plans | Note 3 — Stock Incentive Plans Stock-based Compensation Three months ended June 30, Six months ended June 30, (In thousands) 2015 2016 2015 2016 Research and development $ 5 $ 2 $ 31 $ 13 General and administrative 112 69 265 154 Total $ 117 $ 71 $ 296 $ 167 Stock Options Options Outstanding 2016 Shares Weighted Average Outstanding, January 1 1,316,106 $ 4.66 Options Issued 232,000 $ 0.26 Outstanding, June 30 1,548,106 $ 4.00 Exercisable, June 30 1,110,856 $ 5.24 The following table summarizes additional information on our stock options outstanding at June 30, 2016: Options Outstanding Options Exercisable Range of Exercise Number Weighted- Weighted Number Weighted $0.26 - 0.82 484,000 3.99 $ 0.46 368,000 $ 0.53 $1.07 - $2.20 1,021,500 6.99 1.07 700,250 1.07 $47.60 - $87.60 21,000 1.95 67.60 21,000 67.60 $127.60 - $207.60 21,500 1.95 158.30 21,500 158.30 $526.40 106 0.61 526.40 106 526.40 Totals 1,548,106 5.91 $ 4.00 1,110,856 $ 5.24 Weighted-Average Exercisable Remaining Contractual Life (Years) 5.39 In January 2016, we issued options to purchase up to an aggregate of 0.152 million shares of our common stock to non-employee members of our board of directors at an exercise price of $0.26 per share as the annual grant to such directors for their service on our board of directors during 2016, and we issued options to purchase up to an aggregate of 0.08 million shares of our common stock to the members of our scientific advisory board at an exercise price of $0.26 per share as the annual grant to such persons for their service on our scientific advisory board during 2016. At June 30, 2016, we had $0.34 million of total unrecognized compensation expense related to unvested stock options. We expect to recognize this cost over a weighted average period of 0.7 years, except as noted below. At June 30, 2016, the intrinsic value of options outstanding or exercisable was zero as there were no options outstanding with an exercise price less than $0.16, the per share closing market price of our common stock at that date. Our Chief Executive Officer resigned from our company effective June 10, 2016, ceasing all work for our company at such time. On July 22, 2016, we entered into an agreement with our former CEO, pursuant to which we agreed (x) to pay $0.07 million of back wages at such time as funds become reasonably available, all of which wages have been accrued as of June 30, 2016, and (y) that all remaining unvested options to purchase shares of our common stock would vest immediately, with the exercise period of such options (as well as such options held by our former CEO that had already vested as of June 10, 2016) extended through the earlier of the option’s exercise period or December 31, 2017. We will recognize any compensation expense associated with these unvested 321,250 options, including the modifications thereof, in the quarter ended September 30, 2016, upon the modification. |
Intellectual Property and Colla
Intellectual Property and Collaborative Agreements | 6 Months Ended |
Jun. 30, 2016 | |
Intellectual Property and Contractual Agreements [Abstract] | |
Intellectual Property and Collaborative Agreements | Note 4 — Intellectual Property and Collaborative Agreements In July 2010, we entered into an agreement pursuant to which we acquired intellectual property for Novosom’s SMARTICLES-based liposomal delivery system. In February 2016, we issued Novosom 0.21 million shares of common stock valued at $0.06 million for amounts due and included in Fair Value of Stock to be Issued to Settle Liabilities at December 31, 2015. In March 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. In April 2016 we issued Novosom 0.47 million shares of common stock valued at $0.075 million for amounts due under this agreement. In July 2016, we entered into a license agreement with an undisclosed licensee that grants such licensee rights to use our technology and intellectual property to develop and commercialize products combining certain molecules with our liposomal delivery technology known as NOV582. Under the terms of this agreement, the licensee agreed to pay to us an upfront license fee in the amount of $0.35 million (to be paid in installments through the end of 2017), along with milestone payments on a per-licensed-product basis and royalty payments in the low single digit percentages . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 5 — Commitments and Contingencies Contingencies |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 6 — Subsequent Events All material subsequent events have been included within footnotes 1, 3 and 4 of the Condensed Consolidated Financial Statements. |
Business, Liquidity and Summa12
Business, Liquidity and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Preparation | Basis of Preparation |
Use of Estimates | Use of Estimates |
Reclassifications | Reclassifications |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We follow authoritative guidance with respect to fair value reporting issued by the Financial Accounting Standards Board (“FASB”) for financial assets and liabilities, which defines fair value, provides guidance for measuring fair value and requires certain disclosures. The guidance does not apply to measurements related to share-based payments. The guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Our cash is subject to fair value measurement and value is determined by Level 1 inputs. We measure the liability for committed stock issuances with a fixed share number using Level 1 inputs. We measure the liability for price adjustable warrants and certain features embedded in notes using the Black-Scholes option pricing model (“Black-Scholes”) under various probability weighted scenarios, using Level 3 inputs. The following tables summarize our liabilities measured at fair value on a recurring basis as of December 31, 2015 and June 30, 2016: Level 1 Level 3 Balance at Quoted prices in Level 2 Significant December 31, active markets for Significant other unobservable (In thousands) 2015 identical assets observable inputs inputs 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 Level 1 Level 3 Quoted prices in Level 2 Significant Balance at active markets for Significant other unobservable (In thousands) June 30, 2016 identical assets observable inputs inputs Liabilities: Fair value liability for price adjustable warrants $ 619 $ - $ - $ 619 Total liabilities at fair value $ 619 $ - $ - $ 619 The following presents activity of the fair value liability of price adjustable warrants determined by Level 3 inputs for the six-month period ended June 30, 2016, including the impact of the modifications to the Prior Warrants made in conjunction with the Purchase Agreement: Weighted average as of each measurement date Fair value liability for price Contractual adjustable warrants Exercise Stock life Risk free (in thousands) Price Price Volatility (in years) rate Balance at December 31, 2015 $ 2,491 $ 0.42 $ 0.27 99 % 1.79 0.46 % Fair value of derivative warrant liability reclassified to additional paid-in capital (86 ) Change in fair value included in Statement of Operations (1,786 ) Balance at June 30, 2016 $ 619 $ 0.43 $ 0.19 178 % 1.94 0.03 % |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Three Months Ended June 30, Six Months Ended June 30, 2015 2016 2015 2016 Stock options outstanding 1,316,106 1,548,106 1,316,106 1,548,106 Warrants 1,323,291 3,416,104 1,323,291 9,416,104 Convertible preferred stock 8,000,000 7,550,000 8,000,000 7,550,000 Total 10,639,397 12,514,210 10,639,397 18,514,210 The following is a reconciliation of basic and diluted net income (loss) per share: Three Months Ended June 30, Six Months Ended June 30, (In thousands except per share amounts) 2015 2016 2015 2016 Net income (loss) – numerator basic $ 904 $ (643 ) $ 1,318 $ 424 Change in fair value liability for price adjustable warrants (1,914 ) 197 (3,643 ) (1,655 ) Net loss excluding change in fair value liability for price adjustable warrants $ (1,010 ) $ (446 ) $ (2,325 ) $ (1,231 ) Weighted average common shares outstanding – denominator basic 26,036 29,624 26,036 29,013 Effect of price adjustable warrants 4,257 (23,771 ) 4,257 (9,373 ) Weighted average dilutive common shares outstanding 30,293 5,853 30,293 19,640 Net income (loss) per common share – basic $ 0.03 $ (0.02 ) $ 0.05 $ 0.01 Net income (loss) per common share – diluted $ (0.03 ) $ (0.08 ) $ (0.08 ) $ (0.06 ) |
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, such as property and equipment, we compare the undiscounted amount of the projected cash flows associated with the asset, or asset group, to the carrying amount. If the carrying amount is found to be greater, we record an impairment loss for the excess of book value over fair value. In addition, in all cases of an impairment review, we re-evaluate the remaining useful lives of the assets and modify them, as appropriate; and · For indefinite-lived intangible assets, such as IPR&D assets, each year and whenever impairment indicators are present, we determine the fair value of the asset and record an impairment loss for the excess of book value over fair value, if any. |
Business, Liquidity and Summa13
Business, Liquidity and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of liabilities measured at fair value on a recurring basis | Level 1 Level 3 Balance at Quoted prices in Level 2 Significant December 31, active markets for Significant other unobservable (In thousands) 2015 identical assets observable inputs inputs 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 Level 1 Level 3 Quoted prices in Level 2 Significant Balance at active markets for Significant other unobservable (In thousands) June 30, 2016 identical assets observable inputs inputs Liabilities: Fair value liability for price adjustable warrants $ 619 $ - $ - $ 619 Total liabilities at fair value $ 619 $ - $ - $ 619 |
Schedule of fair value liability of price adjustable warrants determined by Level 3 | Weighted average as of each measurement date Fair value liability for price Contractual adjustable warrants Exercise Stock life Risk free (in thousands) Price Price Volatility (in years) rate Balance at December 31, 2015 $ 2,491 $ 0.42 $ 0.27 99 % 1.79 0.46 % Fair value of derivative warrant liability reclassified to additional paid-in capital (86 ) Change in fair value included in Statement of Operations (1,786 ) Balance at June 30, 2016 $ 619 $ 0.43 $ 0.19 178 % 1.94 0.03 % |
Schedule of anti-dilutive securities | Three Months Ended June 30, Six Months Ended June 30, 2015 2016 2015 2016 Stock options outstanding 1,316,106 1,548,106 1,316,106 1,548,106 Warrants 1,323,291 3,416,104 1,323,291 9,416,104 Convertible preferred stock 8,000,000 7,550,000 8,000,000 7,550,000 Total 10,639,397 12,514,210 10,639,397 18,514,210 |
Schedule of reconciliation of basic and diluted net income (loss) | Three Months Ended June 30, Six Months Ended June 30, (In thousands except per share amounts) 2015 2016 2015 2016 Net income (loss) – numerator basic $ 904 $ (643 ) $ 1,318 $ 424 Change in fair value liability for price adjustable warrants (1,914 ) 197 (3,643 ) (1,655 ) Net loss excluding change in fair value liability for price adjustable warrants $ (1,010 ) $ (446 ) $ (2,325 ) $ (1,231 ) Weighted average common shares outstanding – denominator basic 26,036 29,624 26,036 29,013 Effect of price adjustable warrants 4,257 (23,771 ) 4,257 (9,373 ) Weighted average dilutive common shares outstanding 30,293 5,853 30,293 19,640 Net income (loss) per common share – basic $ 0.03 $ (0.02 ) $ 0.05 $ 0.01 Net income (loss) per common share – diluted $ (0.03 ) $ (0.08 ) $ (0.08 ) $ (0.06 ) |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity [Abstract] | |
Schedule of warrant activity | Expiring in 2016 - Expiring in 2017 2,630,545 Expiring in 2018 113,831 Expiring thereafter 21,722,407 |
Stock Incentive Plans (Tables)
Stock Incentive Plans (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Stock Incentive Plans [Abstract] | |
Schedule of stock-based compensation expense | Three months ended June 30, Six months ended June 30, (In thousands) 2015 2016 2015 2016 Research and development $ 5 $ 2 $ 31 $ 13 General and administrative 112 69 265 154 Total $ 117 $ 71 $ 296 $ 167 |
Schedule of stock option activity | Options Outstanding 2016 Shares Weighted Average Outstanding, January 1 1,316,106 $ 4.66 Options Issued 232,000 $ 0.26 Outstanding, June 30 1,548,106 $ 4.00 Exercisable, June 30 1,110,856 $ 5.24 |
Schedule of summary of additional information on stock options outstanding | Options Outstanding Options Exercisable Range of Exercise Number Weighted- Weighted Number Weighted $0.26 - 0.82 484,000 3.99 $ 0.46 368,000 $ 0.53 $1.07 - $2.20 1,021,500 6.99 1.07 700,250 1.07 $47.60 - $87.60 21,000 1.95 67.60 21,000 67.60 $127.60 - $207.60 21,500 1.95 158.30 21,500 158.30 $526.40 106 0.61 526.40 106 526.40 Totals 1,548,106 5.91 $ 4.00 1,110,856 $ 5.24 Weighted-Average Exercisable Remaining Contractual Life (Years) 5.39 |
Business, Liquidity and Summa16
Business, Liquidity and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Liabilities: | ||
Fair value liability for price adjustable warrants | $ 619 | $ 2,491 |
Fair value liability for shares to be issued | 60 | |
Fair value on recurring basis | ||
Liabilities: | ||
Fair value liability for price adjustable warrants | 619 | 2,491 |
Fair value liability for shares to be issued | 60 | |
Total liabilities at fair value | 619 | 2,551 |
Fair value on recurring basis | Level 1 Quoted prices in active markets for identical assets | ||
Liabilities: | ||
Fair value liability for price adjustable warrants | ||
Fair value liability for shares to be issued | 60 | |
Total liabilities at fair value | 60 | |
Fair value on recurring basis | Level 2 Significant other observable inputs | ||
Liabilities: | ||
Fair value liability for price adjustable warrants | ||
Fair value liability for shares to be issued | ||
Total liabilities at fair value | ||
Fair value on recurring basis | Level 3 Significant unobservable inputs | ||
Liabilities: | ||
Fair value liability for price adjustable warrants | 619 | 2,491 |
Fair value liability for shares to be issued | ||
Total liabilities at fair value | $ 619 | $ 2,491 |
Business, Liquidity and Summa17
Business, Liquidity and Summary of Significant Accounting Policies (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Fair value liability for price adjustable warrants | |||||
Balance at December 31, 2015 | $ 2,491 | ||||
Fair value of derivative warrant liability reclassified to additional paid-in capital | 86 | ||||
Change in fair value included in statement of operations | $ 282 | $ (1,914) | (1,786) | $ (3,643) | |
Balance at June 30, 2016 | 619 | 619 | $ 2,491 | ||
Fair Value Liability For Price Adjustable Warrants | Level 3 Significant unobservable inputs | |||||
Fair value liability for price adjustable warrants | |||||
Balance at December 31, 2015 | 2,491 | ||||
Fair value of derivative warrant liability reclassified to additional paid-in capital | (86) | ||||
Change in fair value included in statement of operations | (1,786) | ||||
Balance at June 30, 2016 | $ 619 | $ 619 | $ 2,491 | ||
Exercise Price | |||||
Balance at December 31, 2015 | $ 0.42 | ||||
Balance at June 30, 2016 | $ 0.43 | 0.43 | $ 0.42 | ||
Stock Price | |||||
Balance at December 31, 2015 | 0.27 | ||||
Balance at June 30, 2016 | $ 0.19 | $ 0.19 | $ 0.27 | ||
Volatility | |||||
Balance at December 31, 2015 | 99.00% | ||||
Balance at June 30, 2016 | 178.00% | 178.00% | 99.00% | ||
Contractual life (in years) | |||||
Contractual life (in years) | 1 year 11 months 9 days | 1 year 9 months 15 days | |||
Risk free rate | |||||
Balance at December 31, 2015 | 0.46% | ||||
Balance at June 30, 2016 | 0.03% | 0.03% | 0.46% |
Business, Liquidity and Summa18
Business, Liquidity and Summary of Significant Accounting Policies (Details 2) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 12,514,210 | 10,639,397 | 18,514,210 | 10,639,397 |
Stock options outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 1,548,106 | 1,316,106 | 1,548,106 | 1,316,106 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 3,416,104 | 1,323,291 | 9,416,104 | 1,323,291 |
Convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities | 7,550,000 | 8,000,000 | 7,550,000 | 8,000,000 |
Business, Liquidity and Summa19
Business, Liquidity and Summary of Significant Accounting Policies (Details 3) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net income (loss) - numerator basic | $ (643) | $ 904 | $ 424 | $ 1,318 |
Change in fair value liability for price adjustable warrants | 197 | (1,914) | (1,655) | (3,643) |
Net loss excluding change in fair value liability for price adjustable warrants | $ (446) | $ (1,010) | $ (1,231) | $ (2,325) |
Weighted average common shares outstanding - denominator basic | 29,624 | 26,036 | 29,013 | 26,036 |
Effect of price adjustable warrants | (23,771) | 4,257 | (9,373) | 4,257 |
Weighted average dilutive common shares outstanding | 5,853 | 30,293 | 19,640 | 30,293 |
Net income (loss) per common share - basic (in dollars per share) | $ (0.02) | $ 0.03 | $ 0.01 | $ 0.05 |
Net income (loss) per common share - diluted (in dollars per share) | $ (0.08) | $ (0.03) | $ (0.06) | $ (0.08) |
Business, Liquidity and Summa20
Business, Liquidity and Summary of Significant Accounting Policies (Detail Textuals) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | ||||||||
Jul. 31, 2016 | Apr. 29, 2016 | Mar. 31, 2016 | Aug. 25, 2010 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2008 | |
Organization Consolidation And Presentation Of Financial Statement [Line Items] | |||||||||
Accumulated deficit | $ (334,027) | $ (334,451) | $ 108,300 | ||||||
Working capital deficit | (2,700) | ||||||||
Cash | $ 321 | $ 710 | $ 726 | $ 1,824 | |||||
March 2016 license agreement | |||||||||
Organization Consolidation And Presentation Of Financial Statement [Line Items] | |||||||||
Upfront license fee | $ 250 | ||||||||
Amount received in success-based milestones | $ 40,000 | ||||||||
Asset Purchase Agreement | |||||||||
Organization Consolidation And Presentation Of Financial Statement [Line Items] | |||||||||
Amount received in success-based milestones | $ 2,000 | ||||||||
Turing Pharmaceuticals AG | |||||||||
Organization Consolidation And Presentation Of Financial Statement [Line Items] | |||||||||
Amount paid in success-based and sales-based milestones plus a mid-single digit royalty on net sales | $ 95,000 | ||||||||
Number of common stock as consideration | 53 | ||||||||
Subsequent event | July 2016 license agreement | |||||||||
Organization Consolidation And Presentation Of Financial Statement [Line Items] | |||||||||
Upfront license fee | $ 350 |
Business, Liquidity and Summa21
Business, Liquidity and Summary of Significant Accounting Policies (Detail Textuals 1) - Note Purchase Agreement $ in Thousands | 1 Months Ended |
Jun. 20, 2016USD ($) | |
Organization Consolidation And Presentation Of Financial Statement [Line Items] | |
Aggregate principal amount unsecured notes payable | $ 300 |
Unsecured notes interest rate | 12.00% |
Notes maturity date | Jun. 20, 2017 |
Minimum cash payment for outstanding notes | $ 250 |
Pro rata basis payments | 25.00% |
Debt instrument termination description | In the Purchase Agreement, we agreed: (x) to extend the termination date of all of the warrants to purchase shares of our common stock (such warrants, the "Prior Warrants") that were delivered to the purchasers pursuant to that certain Note and Warrant Purchase Agreement, dated as of February 10, 2012 between us and the purchasers identified on the signature pages thereto, as it has been amended to date, to February 10, 2020 and (y) to extend the anti-dilution protection afforded of the Prior Warrants so that such protection would apply to any financing transaction effected by us on or prior to June 19, 2017 (with any such adjustment only applying to 80% of the Prior Warrants). |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 6 Months Ended |
Jun. 30, 2016shares | |
Stockholders' Equity [Abstract] | |
Expiring in 2016 | |
Expiring in 2017 | 2,630,545 |
Expiring in 2018 | 113,831 |
Expiring thereafter | 21,722,407 |
Stockholders' Equity (Preferred
Stockholders' Equity (Preferred Stock) (Detail Textuals) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | ||||||
Feb. 29, 2016 | Nov. 30, 2015 | Aug. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2016 | Dec. 31, 2015 | Mar. 31, 2014 | |
Class of Stock [Line Items] | ||||||||
Preferred stock, shares designated | 100,000 | 100,000 | ||||||
Proceeds to warrant was accreted as a dividend | $ 1 | |||||||
Series A Junior Participating Preferred Stock ("Series A Preferred") | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares designated | 90,000 | |||||||
Series B Preferred Stock ("Series B Preferred") | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares designated | 1,000 | |||||||
Series C Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares designated | 1,200 | 1,200 | 1,200 | |||||
Stated value per share of preferred stock | $ 5,000 | |||||||
Conversion price per dollar of stated value | $ 0.75 | |||||||
Number of preferred stock converted | 90 | 90 | ||||||
Shares issued upon conversion | 600,000 | 600,000 | 600,000 | |||||
Series D Convertible Preferred Stock (Series D Preferred) | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares designated | 220 | 220 | 220 | |||||
Shares issued during period | 220 | |||||||
Number of common stock called by warrants | 3,440,000 | |||||||
Exercise price of warrants | $ 0.40 | |||||||
Aggregate purchase price | $ 1,100 | |||||||
Stock issuance costs | $ 10 | |||||||
Stock issuances anniversary | 2 years | |||||||
Share price not to be reduced below | $ 0.28 | |||||||
Stated value per share of preferred stock | 5,000 | |||||||
Conversion price per dollar of stated value | $ 0.40 | |||||||
Number of preferred stock converted | 110 | 50 | ||||||
Shares issued upon conversion | 1,400,000 | 600,000 | 2,750,000 | |||||
Limitations and adjustments dividend rate | 5.00% | |||||||
Beneficial conversion feature | $ 700 | |||||||
Proceeds to warrant was accreted as a dividend | $ 600 |
Stockholders' Equity (Common St
Stockholders' Equity (Common Stock) (Detail Textuals 1) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 6 Months Ended | |
Apr. 30, 2016 | Feb. 29, 2016 | Jun. 30, 2016 | |
Stockholders Equity Note [Line Items] | |||
Number of voting right | one vote | ||
Novosom | December 2015 milestone payment with MiNA Therapeutics | |||
Stockholders Equity Note [Line Items] | |||
Number of common stock issued for settlement | 210 | ||
Amount pledged to issue common stock | $ 60 | ||
Novosom | March 2016 license agreement | |||
Stockholders Equity Note [Line Items] | |||
Number of common stock issued for settlement | 470 | ||
Amount pledged to issue common stock | $ 75 |
Stockholders' Equity (Warrants)
Stockholders' Equity (Warrants) (Detail Textuals 2) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | |
Stockholders Equity Note [Line Items] | |
Fair value of derivative warrant liability reclassified to additional paid-in capital | $ 86 |
Warrants | |
Stockholders Equity Note [Line Items] | |
Percentage of prior warrants extend antidilution protection | 20.00% |
Percentage of prior warrants no antidilution protection | 80.00% |
Fair value of derivative warrant liability reclassified to additional paid-in capital | $ 90 |
Number of warrants outstanding | shares | 24,466,783 |
Exercise price of warrants | $ / shares | $ 0.47 |
Stock Incentive Plans (Stock-Ba
Stock Incentive Plans (Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | $ 71 | $ 117 | $ 167 | $ 296 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | 2 | 5 | 13 | 31 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation | $ 69 | $ 112 | $ 154 | $ 265 |
Stock Incentive Plans (Stock Op
Stock Incentive Plans (Stock Option Activity) (Detail 1) | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Shares | |
Outstanding, January 1 | shares | 1,316,106 |
Options Issued | shares | 232,000 |
Outstanding June 30 | shares | 1,548,106 |
Exercisable June 30 | shares | 1,110,856 |
Weighted Average Exercise Price | |
Outstanding, January 1 | $ / shares | $ 4.66 |
Options Issued | $ / shares | 0.26 |
Outstanding June 30 | $ / shares | 4 |
Exercisable June 30 | $ / shares | $ 5.24 |
Stock Incentive Plans (Stock 28
Stock Incentive Plans (Stock options outstanding) (Details 2) - $ / shares | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Outstanding, Number Outstanding | 1,548,106 | 1,316,106 |
Options Outstanding, Weighted-Average Remaining Contractual Life (Years) | 5 years 10 months 28 days | |
Options Outstanding, Weighted Average Exercise Price | $ 4 | $ 4.66 |
Options Exercisable, Number Exercisable | 1,110,856 | |
Options Exercisable, Weighted Average Exercise Price | $ 5.24 | |
Stock options | $0.26 - 0.82 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Lower range of price | 0.26 | |
Upper range of price | $ 0.82 | |
Options Outstanding, Number Outstanding | 484,000 | |
Options Outstanding, Weighted-Average Remaining Contractual Life (Years) | 3 years 11 months 27 days | |
Options Outstanding, Weighted Average Exercise Price | $ 0.46 | |
Options Exercisable, Number Exercisable | 368,000 | |
Options Exercisable, Weighted Average Exercise Price | $ 0.53 | |
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 (Years) | 6 years 11 months 27 days | |
Options Outstanding, Weighted Average Exercise Price | $ 1.07 | |
Options Exercisable, Number Exercisable | 700,250 | |
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 (Years) | 1 year 11 months 12 days | |
Options Outstanding, Weighted Average Exercise Price | $ 67.60 | |
Options Exercisable, Number Exercisable | 21,000 | |
Options Exercisable, Weighted Average Exercise Price | $ 67.60 | |
Stock options | $127.60 - $207.60 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Lower range of price | 127.60 | |
Upper range of price | $ 207.60 | |
Options Outstanding, Number Outstanding | 21,500 | |
Options Outstanding, Weighted-Average Remaining Contractual Life (Years) | 1 year 11 months 12 days | |
Options Outstanding, Weighted Average Exercise Price | $ 158.30 | |
Options Exercisable, Number Exercisable | 21,500 | |
Options Exercisable, Weighted Average Exercise Price | $ 158.30 | |
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 (Years) | 7 months 10 days | |
Options Outstanding, Weighted Average Exercise Price | $ 526.40 | |
Options Exercisable, Number Exercisable | 106 | |
Options Exercisable, Weighted Average Exercise Price | $ 526.40 |
Stock Incentive Plans (Detail T
Stock Incentive Plans (Detail Textuals) - $ / shares | 1 Months Ended | 6 Months Ended |
Jan. 31, 2016 | Jun. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares purchase | 232,000 | |
Options Issued | $ 0.26 | |
Board of directors | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares purchase | 152,000 | |
Options Issued | $ 0.26 | |
Scientific advisory board | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares purchase | 80,000 | |
Options Issued | $ 0.26 |
Stock Incentive Plans (Detail30
Stock Incentive Plans (Detail Textuals 1) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($)$ / shares | |
Stock Incentive Plans [Abstract] | |
Unrecognized compensation cost related to unvested stock options | $ 340 |
Unrecognized compensation cost related to unvested stock options, recognition period | 8 months 12 days |
Intrinsic value of options outstanding | $ 0 |
Intrinsic value of options exercisable | $ 0 |
Options outstanding exercise price | $ / shares | $ 0.16 |
Stock Incentive Plans (Detail31
Stock Incentive Plans (Detail Textuals 2) - Chief Executive Officer - Subsequent Event [Member] $ in Thousands | Jul. 22, 2016USD ($)shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Accrued salaries | $ | $ 70 |
Number of options unvested | shares | 321,250 |
Intellectual Property and Col32
Intellectual Property and Collaborative Agreements (Detail Textuals) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | |||
Jul. 31, 2016 | Apr. 30, 2016 | Mar. 31, 2016 | Feb. 29, 2016 | |
March 2016 license agreement | ||||
Intellectual Property And Collaborative Agreements [Line Items] | ||||
Upfront license fee | $ 250 | |||
Amount received in success-based milestones | $ 40,000 | |||
July 2016 license agreement | Subsequent event | ||||
Intellectual Property And Collaborative Agreements [Line Items] | ||||
Upfront license fee | $ 350 | |||
Novosom | December 2015 milestone payment with MiNA Therapeutics | ||||
Intellectual Property And Collaborative Agreements [Line Items] | ||||
Number of common stock issued for settlement | 210 | |||
Amount pledged to issue common stock | $ 60 | |||
Novosom | March 2016 license agreement | ||||
Intellectual Property And Collaborative Agreements [Line Items] | ||||
Number of common stock issued for settlement | 470 | |||
Amount pledged to issue common stock | $ 75 |