Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 10, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CYTRX CORP | |
Entity Central Index Key | 799,698 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 66,760,065 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 |
CONDENSED BALANCE SHEETS (Unaud
CONDENSED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 68,162,754 | $ 22,261,372 |
Short-term investments | 0 | 35,035,420 |
Receivables | 1,000,839 | 4,593,475 |
Interest receivable | 0 | 28,130 |
Prepaid expenses and other current assets | 3,626,510 | 2,373,708 |
Total current assets | 72,790,103 | 64,292,105 |
Equipment and furnishings, net | 1,676,441 | 1,467,681 |
Goodwill | 183,780 | 183,780 |
Other assets | 689,325 | 1,080,872 |
Total assets | 75,339,649 | 67,024,438 |
Current liabilities: | ||
Accounts payable | 5,959,998 | 8,058,624 |
Accrued expenses and other current liabilities | 6,277,991 | 9,693,359 |
Non-cash litigation settlement due in shares of common stock | 5,200,000 | 4,500,000 |
Warrant liability | 877,729 | 693,457 |
Term Loan, net - current | 534,142 | 0 |
Total current liabilities | 18,849,860 | 22,945,440 |
Long term loan, net: | 22,911,337 | 0 |
Total liabilities | $ 41,761,197 | $ 22,945,440 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred Stock, $0.01 par value, 5,000,000 shares authorized, including 25,000 shares of Series A Junior Participating Preferred Stock; no shares issued and outstanding | $ 0 | $ 0 |
Common stock, $0.001 par value, 250,000,000 shares authorized; 66,580,065 and 66,480,065 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively | 66,580 | 66,480 |
Additional paid-in capital | 411,249,758 | 409,107,292 |
Accumulated deficit | (377,737,886) | (365,094,774) |
Total stockholders' equity | 33,578,452 | 44,078,998 |
Total liabilities and stockholders' equity | $ 75,339,649 | $ 67,024,438 |
CONDENSED BALANCE SHEETS (Unau3
CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Stockholders' equity: | ||
Preferred Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Series A Junior Participating Preferred Stock, shares authorized (in shares) | 25,000 | 25,000 |
Preferred Stock, shares issued (in shares) | 0 | 0 |
Preferred Stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 66,580,065 | 66,480,065 |
Common stock, shares outstanding (in shares) | 66,580,065 | 66,480,065 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue: | ||
License revenue | $ 0 | $ 0 |
Expenses: | ||
Research and development | 8,151,305 | 12,563,745 |
General and administrative | 3,958,434 | 3,130,232 |
Total expenses | 12,109,739 | 15,693,977 |
Loss before other income (expense) | (12,109,739) | (15,693,977) |
Other: | ||
Interest income | 61,738 | 56,574 |
Interest expense | (416,803) | 0 |
Other income (expense), net | 5,964 | (15,853) |
Loss on warrant derivative liability | (184,272) | (1,871,294) |
Net loss | $ (12,643,112) | $ (17,524,550) |
Basic and diluted loss per share (in dollars per share) | $ (0.19) | $ (0.31) |
Basic and diluted weighted-average shares outstanding (in shares) | 66,488,855 | 55,722,710 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (12,643,112) | $ (17,524,550) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 102,434 | 88,490 |
Stock-based compensation expense | 1,325,817 | 1,384,893 |
Fair value adjustment on warrant liability | 184,272 | 1,871,294 |
Amortization of loan cost and discount | 67,150 | 0 |
Net foreign exchange gain | 0 | (47) |
Loss on retirement of fixed assets | 387 | 0 |
Non-cash litigation settlement due in common stock | 700,000 | 0 |
Changes in assets and liabilities: | ||
Receivables | 3,592,636 | (3,133,834) |
Interest receivable | 28,130 | 28,373 |
Prepaid expenses and other current assets | (861,255) | 2,323,729 |
Accounts payable | (2,172,100) | (2,025,513) |
Accrued expenses and other current liabilities | (3,415,368) | 4,360,417 |
Net cash used in operating activities | (13,091,009) | (12,626,748) |
Cash flows from investing activities: | ||
Purchase of short-term investments | 0 | (15,000,000) |
Proceeds from the sale of short-term investments | 35,035,420 | 23,520,087 |
Purchases of equipment and furnishings | (238,107) | (59,701) |
Net cash provided by investing activities | 34,797,313 | 8,460,386 |
Cash flows from financing activities: | ||
Proceeds from term loan, net of costs | 24,012,078 | 0 |
Net proceeds from exercise of stock options | 183,000 | 0 |
Net cash provided by financing activities | 24,195,078 | 0 |
Net increase (decrease) in cash and cash equivalents | 45,901,382 | (4,166,362) |
Cash and cash equivalents at beginning of period | 22,261,372 | 32,218,905 |
Cash and cash equivalents at end of period | 68,162,754 | 28,052,543 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for interest | 145,139 | 0 |
Cash paid for income taxes | 0 | 800 |
Supplemental disclosure of non-cash investing activities: | ||
Warrants issued in connection with term loan | 633,749 | 0 |
Equipment and furnishings purchased on credit | $ 73,474 | $ 7,221 |
Description of Company and Basi
Description of Company and Basis of Presentation | 3 Months Ended |
Mar. 31, 2016 | |
Description of Company and Basis of Presentation [Abstract] | |
Description of Company and Basis of Presentation | 1. Description of Company and Basis of Presentation CytRx Corporation ("We", "our", "us", "CytRx" or the "Company") is a biopharmaceutical research and development company specializing in oncology. We currently are focused on the clinical development of aldoxorubicin (formerly known as INNO-206), our modified version of the widely-used chemotherapeutic agent, doxorubicin. We have reported positive efficacy results (median progression-free survival, progression-free survival at six months, overall response rates, hazard ratios and overall survival) from our completed, global Phase 2b clinical trial with aldoxorubicin as a treatment for soft tissue sarcoma, or STS. Hazard ratios - the likelihood that the study endpoint (in this case tumor progression) will be reached during a given period - are an important measure of the reliability and uniformity of the absolute data for progression-free survival, or PFS. The trial investigated the efficacy and safety of aldoxorubicin compared with doxorubicin in subjects with first-line metastatic, locally advanced or unresectable STS. Aldoxorubicin combines the chemotherapeutic agent doxorubicin with a novel linker-molecule that binds specifically to albumin in the blood to allow for delivery of higher amounts of doxorubicin (3½ to 4 times) without the major dose-limiting toxicities seen with administration of doxorubicin alone. In the first quarter of 2014, we initiated a pivotal Phase 3 trial of aldoxorubicin as a therapy for patients with STS whose tumors have progressed following treatment with chemotherapy, and we have received approval from the FDA to continue dosing patients with aldoxorubicin until disease progression in that clinical trial. The Phase 3 trial is being conducted under a Special Protocol Assessment, or SPA, granted by the U.S. Food and Drug Administration, or FDA. The SPA means that the FDA agrees that the design and analyses proposed in the Phase 3 trial protocol are acceptable to support regulatory approval of the product candidate with respect to effectiveness of the indication studied, and will not subsequently change its perspective on these matters, unless previously unrecognized public or animal health concerns were to arise or we were to subsequently modify the protocol. Thus, if the study demonstrates an acceptable benefit-risk profile as determined by the FDA, it would suffice as the single pivotal trial to demonstrate effectiveness and would support registration of aldoxorubicin for this indication. The clinical trial has enrolled 433 patients at approximately 79 clinical sites in the U.S., Europe, Canada, Latin America and Australia. We expect to report the top-line results on progression-free survival, the trial's primary endpoint, towards the end of the second quarter of 2016. We are currently evaluating aldoxorubicin in a global Phase 2b clinical trial as a second-line treatment for patients with small cell lung cancer, a Phase 2 clinical trial in HIV-related Kaposi's sarcoma, a Phase 2 clinical trial in patients with late-stage glioblastoma (brain cancer), a Phase 1b trial in combination with ifosfamide in patients with sarcoma, and a Phase 1b trial in combination with gemcitabine in subjects with metastatic solid tumors. We have completed a global Phase 2b clinical trial with aldoxorubicin as a first-line therapy for STS, a Phase 1b/2 clinical trial primarily in the same indication, a Phase 1b clinical trial of aldoxorubicin in combination with doxorubicin in patients with advanced solid tumors and a Phase 1b pharmacokinetics clinical trial in patients with metastatic solid tumors. In addition to aldoxorubicin, we are currently completing pre-clinical development for DK049, a novel anti-cancer drug conjugate that utilizes the Company's Linker Activated Drug Release (LADR TM We plan to expand our pipeline of oncology candidates through our drug development activities at our laboratory facility in Freiburg, Germany, based on novel linker technologies that can be utilized with multiple chemotherapeutic agents and may allow for greater drug concentration at tumor sites. The accompanying condensed financial statements at March 31, 2016 and for the three-month periods ended March 31, 2016 and 2015, respectively, are unaudited, but include all adjustments, consisting of normal recurring entries, that management believes to be necessary for a fair presentation of the periods presented. Interim results are not necessarily indicative of results for a full year. Balance sheet amounts as of December 31, 2015 have been derived from our audited financial statements as of that date. The financial statements included herein have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The financial statements should be read in conjunction with our audited financial statements contained in its Annual Report on Form 10-K for the year ended December 31, 2015. Our operating results will fluctuate for the foreseeable future. Therefore, prior period results should not be relied upon as predictive of the results in future periods. |
Foreign Currency Remeasurement
Foreign Currency Remeasurement | 3 Months Ended |
Mar. 31, 2016 | |
Foreign Currency Remeasurement [Abstract] | |
Foreign Currency Remeasurement | 2. Foreign Currency Remeasurement The U.S. dollar has been determined to be the functional currency for the net assets of our German laboratory facilty. The transactions are recorded in the local currencies and are remeasured at each reporting date using the historical rates for nonmonetary assets and liabilities and current exchange rates for monetary assets and liabilities at the balance sheet date. Exchange gains and losses from the remeasurement of monetary assets and liabilities are recognized in other income (loss). We recognized a gain of approximately $4,266 for the three-month period ended March 31, 2016, and a loss of approximately $16,528 for the comparative period in 2015. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2016 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | 3. Recent Accounting Pronouncements In March 2016, the FASB issued Accounting Standards Update 2016-09, Compensation—Stock Compensation In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases In January 2016, the FASB issued Accounting Standards Update 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern ("Subtopic 205-40") |
Short-term Investments
Short-term Investments | 3 Months Ended |
Mar. 31, 2016 | |
Short-term Investments [Abstract] | |
Short-term Investments | 4 . Short-term Investments |
Non-Cash Litigation Settlement
Non-Cash Litigation Settlement Due in Shares of Common Stock | 3 Months Ended |
Mar. 31, 2016 | |
Non-Cash Litigation Settlement Due in Shares of Common Stock [Abstract] | |
Non-Cash Litigation Settlement Due in Shares of Common Stock | 5. Non-Cash Litigation Settlement Due in Shares of Common Stock On January 5, 2016, we announced that we had reached an agreement to settle the consolidated stockholder derivative lawsuits, In Re CytRx Corporation Stockholder Derivative Litigation Distinguishing Liabilities from Equity, The settlement and award of attorneys' fees and expenses are subject to definitive documentation, notice to stockholders, and District Court approval. A hearing on the Motion for Preliminary Approval is scheduled for May 9, 2016. On May 5, 2016, the Court took the scheduled May 9 hearing off the calendar and indicated that it will issue such further order as appropriate. On May 6, 2016, the plaintiffs in the Niedermayer Distinguishing Liabilities from Equity," |
Term Loan
Term Loan | 3 Months Ended |
Mar. 31, 2016 | |
Term Loan [Abstract] | |
Term Loan | 6. Term Loan On February 5, 2016, we entered into a loan and security agreement with Hercules Technology Growth Capital, Inc. ("HTGC"), as administrative agent and lender, and Hercules Technology III, L.P., as lender, pursuant to which the lenders agreed to make available long-term loans in an aggregate principal amount of up to $40 million, subject to certain conditions. The lenders made an initial term loan to the Company on February 8, 2016 in the aggregate principal amount of $25 million. If we announce 1/ positive data from our ongoing Phase 3 clinical trial of aldoxorubicin for the treatment of soft tissue sarcoma and 2/ also demonstrate continued progress in the development of a second novel drug candidate based on our LADR technology platform such that a clinical trial ins initiated under an Investigational New Drug Application prior to December 31, 2016, which we refer to as "milestones," we may request an additional term loan in an aggregate principal amount of up to $15 million no later than December 31, 2016, or such later date that HTGC otherwise determines in its sole discretion. The term loans bear interest at the daily variable rate per annum equal to 6.00% plus the prime rate, or 9.5%, whichever is greater. We are required to make interest-only payments on the term loans through February 28, 2017, and beginning on March 1, 2017 we will be required to make amortizing payments of principal and accrued interest in equal monthly installments until the maturity date of the term loans. If we achieve the milestone as it relates to the Phase 3 clinical trial of aldoxorubicin, the interest-only payment period will be extended through August 31, 2017, and if any additional term loan is extended by the lenders, the interest-only payment period will be extended through February 28, 2018. Under the terms of the loan, we are required to maintain a minimum cash balance equal to the greater of (i) $10 million or (ii) forward three months projected cash burn. In connection with the loan and security agreement, we issued to the lenders warrants to purchase a total of 634,146 shares of our common stock at an exercise price of $2.05. These warrants are classified as equity warrants with a fair value of $633,749. All outstanding principal and accrued interest on the term loans will be due and payable in full on the maturity date of February 1, 2020. As security for our obligations under the loan and securities agreement, we granted HTGC, as administrative agent, a security interest in substantially all of our existing and after-acquired assets except for our intellectual property and certain other excluded assets March 31, 2016 Term Loan Principal - Current $ 616,102 Issuance Cost - Current (13,031) Loan Discount - Current (68,929) Term Loan, Net - Current $ 534,142 Long Term Loan Principal $ 24,383,898 End Fee Payable 1,771,250 Long Term Issuance Cost (515,749) Long Term Loan Discount (2,728,062) Long Term Loan, Net $ 22,911,337 The interest expense on the Term loan for the three-month period ended March 31, 2016 was $416,803 and zero for the 2015 comparative period |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Common Share | 3 Months Ended |
Mar. 31, 2016 | |
Basic and Diluted Net Loss Per Common Share [Abstract] | |
Basic and Diluted Net Loss Per Common Share | 7. Basic and Diluted Net Loss Per Common Share Basic and diluted net loss per common share is computed based on the weighted-average number of common shares outstanding. Common share equivalents (which consist of options, warrants and restricted stock) are excluded from the computation of diluted net loss per common share where the effect would be anti-dilutive. Common share equivalents that could potentially dilute net loss per share in the future, and which were excluded from the computation of diluted loss per share, totaled 22.7 million shares for the three-month period ended March 31, 2016 as compared to 17.5 million shares for the three-month period ended March 31, 2015. |
Warrant Liabilities
Warrant Liabilities | 3 Months Ended |
Mar. 31, 2016 | |
Warrant Liabilities [Abstract] | |
Warrant Liabilities | 8. Warrant Liabilities Liabilities measured at market value on a recurring basis include warrant liabilities resulting from our past equity financings. In accordance with ASC 815-40 , Derivatives and Hedging – Contracts in Entity's Own Equity Equity-Based Payments to Non-Employees Three Months Ended March 31, 2016 2015 Risk-free interest rate 0.21 % 0.41 % Expected dividend yield 0 % 0 % Expected lives 0.34 1.34 Expected volatility 86.8 % 92.4 % Warrants classified as liabilities (in shares) 6,371,854 6,371,854 Loss on warrant liability $ (184,273 ) $ (1,871,294 ) Our computation of expected volatility is based on the historical daily volatility of its publicly traded stock. The dividend yield assumption of zero is based upon the fact that we have never paid cash dividends and presently has no intention to do so. The risk-free interest rate used for each warrant classified as a derivative is equal to the U.S. Treasury rates in effect at March 31 of each year presented. The expected lives are based on the remaining contractual lives of the related warrants at the valuation date. |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Stock Based Compensation [Abstract] | |
Stock Based Compensation | 9 . Stock Based Compensation We have a 2000 Long-Term Incentive Plan, which expired on August 6, 2010. As of March 31, 2016, there were approximately 0.6 million shares subject to outstanding stock options under this plan. No further shares are available for future grant under this plan. We also had a 2008 Stock Incentive Plan. As of March 31, 2016, there were 13.7 million shares subject to outstanding stock options and 6.3 million shares available for future grant under this plan. We follow ASC 718, Compensation-Stock Compensation, For stock options and stock warrants paid in consideration of services rendered by non-employees, we recognize compensation expense in accordance with the requirements of ASC 505-50. Non-employee option grants that do not vest immediately upon grant are recorded as an expense over the vesting period. At the end of each financial reporting period, the value of these options, as calculated using the Black-Scholes option-pricing model, is determined, and compensation expense recognized or recovered during the period is adjusted accordingly. Since the fair market value of options granted to non-employees is subject to change in the future, the amount of the future compensation expense is subject to adjustment until the common stock options are fully vested. The following table sets forth the total stock-based compensation expense resulting from stock options and warrants included in our unaudited interim statements of operations: Three Months Ended March 31, 2016 2015 Research and development — employee $ 480,811 $ 335,938 General and administrative — employee 657,050 955,404 Total employee stock-based compensation $ 1,137,861 $ 1,291,342 Research and development — non-employee $ — $ — General and administrative — non-employee 187,956 93,551 Total non-employee stock-based compensation $ 187,956 $ 93,551 During the three-month period ended March 31, 2016, we granted stock options to purchase 425,000 shares of our common stock and warrants to purchase 500,000 shares of our common stock at an average exercise price of $1.74, and during the corresponding 2015 period, we granted stock options to purchase 180,000 shares of our common stock. The fair value of the stock options and warrants was estimated using the Black-Scholes option-pricing model, based on the following assumptions: Three months Ended March 31, 2016 Three Months Ended March 31, 2015 Risk-free interest rate 1.47 % 2.20 % Expected volatility 76.3 % 84.3 % Expected lives (years) 5 - 10 10 Expected dividend yield 0.00 % 0.00 % We compute expected volatility based on the historical daily volatility of our publicly traded stock. We use historical information to compute expected lives. In the three-month period ended March 31, 2016, the contractual term and the expected life of the options granted were ten years. The dividend yield assumption of zero is based upon the fact we have never paid cash dividends and presently have no intention to do so. The risk-free interest rate used for each grant and issuance is equal to the U.S. Treasury rates in effect at the time of the grant and issuance for instruments with a similar expected life. Based on historical experience, for the three-month period ended March 31, 2016, we estimated an annualized forfeiture rate of 10% for options granted to our employees, 2% for options granted to senior management and 0% for warrants issued to non-employees. For the three-month period ended March 31, 2015, we estimated an annualized forfeiture rate of 0% for options granted to directors. Compensation costs will be adjusted for future changes in estimated forfeitures. We will record additional expense if the actual forfeitures are lower than estimated and will record a recovery of prior expense if the actual forfeitures are higher than estimated. No amounts relating to stock-based compensation have been capitalized. As of March 31, 2016, there remained approximately $7.1 million of unrecognized compensation expense related to unvested stock options granted to current employees, which we expect will be recognized over a weighted-average period of 1.18 years. Presented below is our stock option activity: Three months Ended March 31, 2016 Number of Options (Employees) Number of Options (Non-Employees) Total Number of Options Weighted-Average Exercise Price Outstanding at January 1, 2016 13,573,862 635,714 14,209,576 $ 3.10 Granted 425,000 — 425,000 $ 2.22 Exercised, forfeited or expired (312,571 ) — (312,571 ) $ 4.10 Outstanding at March 31, 2016 13,686,291 635,714 14,322,005 $ 3.05 Exercisable at March 31, 2016 8,307,207 635,714 8,942,921 $ 3.36 The following table summarizes significant ranges of outstanding stock options under our plans at March 31, 2016: Range of Exercise Prices Number of Options Weighted-Average Remaining Contractual Life (years) Weighted-Average Exercise Price Number of Options Exercisable Weighted-Average Remaining Contractual Life (years) Weighted-Average Exercise Price $ 1.75 - $2.00 1,274,500 6.70 $ 1.83 1,274,500 6.70 $ 1.83 $ 2.01 – $2.50 8,565,558 8.92 $ 2.32 3,734,284 8.38 $ 2.30 $ 2.51 – $4.00 1,058,407 7.97 $ 2.86 917,574 7.78 $ 2.86 $ 4.01 – $32.55 3,423,540 6.76 $ 5.39 3,016,563 6.63 $ 5.47 14,322,005 8.14 $ 3.05 8,942,921 7.49 $ 3.36 The aggregate intrinsic values of outstanding options and options vested as of March 31, 2016 were $4.2 million and $2.5 million respectively, which represents the excess of the aggregatve fair market value of the underlying common stock on March 31, 2016 of $2.68 per share over the aggregate price of the options . There were 8,359,618 and 7,225,472 warrants outstanding at March 31, 2016 and December 31, 2015, respectively at a weighted-average exercise price of $3.96 and $4.28, respectively. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | 10. Fair Value Measurements Assets and liabilities recorded at fair value on the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure the fair value. Level inputs are as follows: Level 1 – quoted prices in active markets for identical assets or liabilities. Level 2 – other significant observable inputs for the assets or liabilities through corroboration with market data at the measurement date. Level 3 – significant unobservable inputs that reflect management's best estimate of what market participants would use to price the assets or liabilities at the measurement date. The following (In thousands) Level I Level II Level III Total Cash equivalents $ 67,374 $ — $ — $ 67,374 Warrant liability — — (878 ) (878 ) The following table summarizes fair value measurements by level at December 31, 2015 for assets and liabilities measured at fair value on a recurring basis: (In thousands) Level I Level II Level III Total Cash equivalents $ 20,673 $ — $ — $ 20,673 Short-term investments 35,035 — — 35,035 Warrant liability — — (693 ) (693 ) Liabilities measured at market value on a recurring basis include warrant liability resulting from our August 2011 equity financing. In accordance with ASC 815-40, the warrant liability are marked to market each quarter-end until they are completely settled. The warrants are valued using the Black-Scholes method, using assumptions consistent with our application of ASC 505-50. The change in the fair value of the liabilities classified in Level III is due to the unrealized loss of $0.2 million recognized. The loss is presented in the Condensed Statement of Operations (see Note 8). We consider carrying amounts of accounts receivable, accounts payable and accrued expenses to approximate fair value due to the short-term nature of these financial instruments. Our non-financial assets are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. Our non-financial assets were not material at or March 31, . |
Liquidity and Capital Resources
Liquidity and Capital Resources | 3 Months Ended |
Mar. 31, 2016 | |
Liquidity and Capital Resources [Abstract] | |
Liquidity and Capital Resources | 11. Liquidity and Capital Resources At March 31, 2016, we had cash and cash equivalents of approximately $68.2 million. On February 6, 2016, we announced the signing of a long-term loan agreement with Hercules Technology Growth Capital, Inc. and Hercules Technology III, L.P. for up to $40.0 million in financing, of which we received $25.0 million (see Note 6). Management believes that our current cash and cash equivalents, along with the additional drawdown of the remaining $15.0 million from the long-term loan mentioned above, will be sufficient to fund its operations for the foreseeable future. , If we obtain marketing approval and successfully commercializes aldoxorubicin or other product candidates, we anticipate it could take several |
Equity Transactions
Equity Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Equity Transactions [Abstract] | |
Equity Transactions | 12. Equity Transactions In the first quarter of 2016, we issued 100,000 common shares for $0.2 million resulting from the exercise of stock options and warrants to purchase 500,000 common shares at an exercise price of $1.74. As of March 31, 2016, we have reserved approximately 6.3 million of its authorized but unissued shares of common stock for future issuance pursuant to our employee stock option plans issued to employees and consultants. On October 26, 2015, we retired 199,275 shares of our treasury stock at cost ($2.6 million). On July, 24, 2015, we completed a $28.7 million underwritten public offering, in which we sold and issued approximately 10.5 million shares of common stock at a price of $2.75 per share. Net of underwriting discounts, legal, accounting and other offering expenses, we received proceeds of approximately $26.8 million. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | 13 Income Taxes At December 31, 2015, we had federal and state net operating loss carryforwards as of $281.6 million and $173.7 million, respectively, available to offset against future taxable income, which expire in 2016 through 2034, of which $219.3 million and $173.7 million, respectively, are not subject to limitation under Section 382 of the Internal Revenue Code. |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and contingencies [Abstract] | |
Commitments and contingencies | 14. Commitments and contingencies Commitments We have an agreement with KTB for the exclusive license of patent rights held by KTB for the worldwide development and commercialization of aldoxorubicin. Under the agreement, we must make payments to KTB in the aggregate of $7.5 million upon meeting clinical and regulatory milestones up to and including the product's second final marketing approval. We also have agreed to pay: · commercially reasonable royalties based on a percentage of net sales (as defined in the agreement); · a percentage of non-royalty sub-licensing income (as defined in the agreement); and · milestones of $1 million for each additional final marketing approval that we obtain. In the event that we must pay a third party in order to exercise our rights to the intellectual property under the agreement, we are entitled to deduct a percentage of those payments from the royalties due KTB, up to an agreed upon cap. Contingencies We the disclosure provisions of ASC 460, Guarantees ("ASC 460") to our agreements that contain guarantees or indemnities by us. We provide (i) indemnifications of varying scope and size to certain investors and other parties for certain losses suffered or incurred by the indemnified party in connection with various types of third-party claims; and (ii) indemnifications of varying scope and size to officers and directors against third party claims arising from the services they provide to us. We are occasionally involved in legal proceedings and other matters arising from the normal course of business. As previously reported in our Annual Report filed with the SEC on March 11, 2016, on June 13, 2014, three purported securities class action lawsuits pending against us and certain of our officers and directors in the United States District Court for the Central District of California were consolidated in the matter of In re CytRx Corporation Securities Litigation, 2:14-CV-01956-GHK (PJWx) (the "Federal Class Action"), and lead plaintiff and lead counsel were appointed. On October 1, 2014, plaintiffs filed a consolidated amended complaint on behalf of all persons who purchased or otherwise acquired its publicly traded securities between November 20, 2013 and March 13, 2014, against us, certain of our officers and directors, a freelance writer, and certain underwriters, including Jefferies LLC, Oppenheimer & Co., LLC, Aegis Corp., and H.C. Wainwright & Co., LLC. The complaint alleges that certain of the defendants violated the Securities Exchange Act of 1934 by making materially false and misleading statements in press releases, promotional articles, SEC filings and other public statements. The complaint further alleges that certain of the defendants violated the Securities Act of 1933 by making materially misleading statements and omitting material information in its shelf Registration Statement on Form S-3 filed with the SEC on December 6, 2012 and Prospectus Supplement under Rule 424(b)(2) filed with the SEC on January 31, 2014. These allegations arise out of our alleged retention of The DreamTeam Group and MissionIR, external investor and public relations firms unaffiliated with them, as well as our December 9, 2013 grant of stock options to certain board members and officers. The consolidated amended complaint seeks damages, including interest, in an unspecified amount, reasonable costs and attorneys' fees, and any equitable, injunctive, or other relief that the court may deem just and proper. On December 5, 2014, we and the individual defendants filed a motion to dismiss the complaint. The Court was scheduled to hear argument on this motion on March 2, 2015. On February 25, 2015, the Court took this motion under submission and took the hearing off calendar. On July 13, 2015, the Court issued an order granting in part and denying in part the motions to dismiss filed by them, the individual defendants and the underwriters. On August 7, 2015, the plaintiffs amended their complaint and on September 8, 2015, the defendants moved to dismiss the amended complaint, in part. On October 23, 2015, the Court took the motion to dismiss under submission and, as a result of the settlement of the case as set forth below, the motion to dismiss has not been ruled on by the Court. On April 3, 2014, a purported class action lawsuit was filed against us and certain of our officers and each of our directors, as well as certain underwriters, in the Superior Court of California, County of Los Angeles, captioned Rajasekaran v. CytRx Corporation, et al., BC541426. The complaint purports to be brought on behalf of all shareholders who purchased or otherwise acquired its common stock pursuant or traceable to its public offering that closed on February 5, 2014. The complaint alleges that defendants violated the federal securities laws by making materially false and misleading statements in its filings with the SEC. The complaint seeks compensatory damages in an unspecified amount, rescission, and attorney's fees and costs. On October 14, 2014, the Court granted the parties' joint ex parte motion to stay this proceeding pending resolution of motions to dismiss in the related federal action, In re CytRx Corporation Securities Litigation, 2:14-CV-01956-GHK (PJWx). On December 29, 2015, as a result of the parties informing the Court that the settlement of the Federal Class Action also resolved the claims and allegations in the Rajasekaran case, the Superior Court deemed the case closed. On September 10, 2014, the Delaware Court of Chancery consolidated Schwartz v. Ignarro, et al., Case No. 9864, Johnson v. Ignarro, et al., Case No. 9884, and Silverberg v. Kriegsman, et al., Case No. 9919, three shareholder derivative lawsuits described in its Quarterly Report filed with the SEC on August 6, 2014. The allegations in the Schwartz and Johnson complaints relate to our December 9, 2013 grant of stock options to certain board members and officers. The allegations in the Silverberg complaint relate to our December 9, 2013 grant of stock options to certain board members and officers, as well as our alleged retention of DreamTeamGroup and MissionIR. A consolidated complaint concentrated on the stock-option grant claims was filed on October 9, 2014. The consolidated lawsuit is captioned In re CytRx Corp. Stockholder Derivative Litigation, C.A. No. 9864-VCL. On November 10, 2014, we and the individual defendants filed a motion to dismiss the consolidated complaint or, in the alternative, to stay the action. The Court heard argument on the motions on January 8, 2015. The Court denied the motion to dismiss and granted in part and denied in part the motion to stay the Delaware case pending the Federal Class Action. On June 2, 2015, we announced that we had reached an agreement to settle the Delaware stockholder derivative action. Under the settlement, we have agreed to re-price outstanding stock options to purchase a total of 2,095,000 shares of our common stock that were granted on December 10, 2013 to certain of our directors and officers from the original exercise price of $2.39 to an exercise price of $4.66 (the share price at market closing on December 20, 2013). The settlement also provides that we will implement certain corporate governance changes and modify our governance practices regarding the granting of stock options. The parties reached an agreement on an award of $1.1 million of fees and expenses to plaintiffs' attorneys. On November 20, 2015, the Delaware Court approved the settlement and award of attorneys' fees and expenses, and entered a final order and judgment. This amount was paid by our insurance carriers in December 2015. On August 14, 2014, a shareholder derivative lawsuit, captioned Pankratz v. Kriegsman, et al., 2:14-cv-06414-PA-JPR, was filed in the United States District Court for the Central District of California purportedly on our behalf against certain of our officers and each of our directors. On August 15, 2014, a virtually identical complaint was filed, captioned Taylor v. Kriegsman, et al., 2:14-cv-06451. Each of the complaints alleges breach of fiduciary duties, unjust enrichment, gross mismanagement, abuse of control, insider selling and misappropriation of information in connection with our alleged retention of DreamTeamGroup and MissionIR, as well as our December 9, 2013 grant of stock options to certain board members and officers. The complaint seeks unspecified damages, corporate governance and internal procedures reforms, restitution, disgorgement of all profits, benefits, and other compensation obtained by the individual defendants, and the costs and disbursements of the action. On October 8, 2014, the Court in Pankratz and Taylor consolidated the cases and appointed lead plaintiffs and co-lead counsel. On October 20, 2014, we and the individual defendants filed motions to dismiss the consolidated Pankratz and Taylor cases or, in the alternative, to stay the cases. On January 9, 2015, the Court stayed the action pending the resolution of the consolidated Delaware derivative action. On February 27, 2015, the Pankratz and Taylor plaintiffs filed a motion to vacate the stay. On June 24, 2015, the Court granted the motion to lift the stay in light of the pending settlement of the Delaware derivative litigation discussed above. The Court further denied the motion to dismiss without prejudice and invited us to move to dismiss the case within 30 days pursuant to the doctrine of forum non conveniens forum non conveniens forum non conveniens, On January 5, 2016, we announced that we had reached an agreement to settle the consolidated stockholder derivative lawsuits, In Re CytRx Corporation Stockholder Derivative Litigation Niedermayer On December 14, 2015, a shareholder derivative complaint, captioned Niedermeyer et al. v. Kriegsman et al. Niedermayer Niedermayer In Re CytRx Corporation Stockholder Derivative Litigation In re CytRx Corp. Stockholder Derivative Litigation, C.A. No. 9864-VCL Niedermayer In Re CytRx Corporation Stockholder Derivative Litigation Niedermayer Niedermayer In Re CytRx Corporation Stockholder Derivative Litigation Niedermayer We evaluate developments in legal proceedings and other matters on a quarterly basis. We record accruals for loss contingencies to the extent that we conclude that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. We have accrued $2.0 million of litigation cash settlement, of which $0.9 million will be paid by our insurance carriers and is recorded on the balance sheet as an accounts receivable, and a non-cash amount of $5.2 million which will be settled by the issuance of our common stock. |
Term Loan (Tables)
Term Loan (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Term Loan [Abstract] | |
Schedule of term loan | As security for our obligations under the loan and securities agreement, we granted HTGC, as administrative agent, a security interest in substantially all of our existing and after-acquired assets except for our intellectual property and certain other excluded assets March 31, 2016 Term Loan Principal - Current $ 616,102 Issuance Cost - Current (13,031) Loan Discount - Current (68,929) Term Loan, Net - Current $ 534,142 Long Term Loan Principal $ 24,383,898 End Fee Payable 1,771,250 Long Term Issuance Cost (515,749) Long Term Loan Discount (2,728,062) Long Term Loan, Net $ 22,911,337 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Warrant Liabilities [Abstract] | |
Schedule of weighted-average assumptions | The following reflects the weighted-average assumptions for each of the three-month periods indicated: Three Months Ended March 31, 2016 2015 Risk-free interest rate 0.21 % 0.41 % Expected dividend yield 0 % 0 % Expected lives 0.34 1.34 Expected volatility 86.8 % 92.4 % Warrants classified as liabilities (in shares) 6,371,854 6,371,854 Loss on warrant liability $ (184,273 ) $ (1,871,294 ) |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stock Based Compensation [Abstract] | |
Schedule of total stock-based compensation expense from stock options and warrants | The following table sets forth the total stock-based compensation expense resulting from stock options and warrants included in our unaudited interim statements of operations: Three Months Ended March 31, 2016 2015 Research and development — employee $ 480,811 $ 335,938 General and administrative — employee 657,050 955,404 Total employee stock-based compensation $ 1,137,861 $ 1,291,342 Research and development — non-employee $ — $ — General and administrative — non-employee 187,956 93,551 Total non-employee stock-based compensation $ 187,956 $ 93,551 |
Schedule of share-based payment award, fair value of the stock options granted , assumptions | The fair value of the stock options and warrants was estimated using the Black-Scholes option-pricing model, based on the following assumptions: Three months Ended March 31, 2016 Three Months Ended March 31, 2015 Risk-free interest rate 1.47 % 2.20 % Expected volatility 76.3 % 84.3 % Expected lives (years) 5 - 10 10 Expected dividend yield 0.00 % 0.00 % |
Schedule of share-based compensation, stock options, activity | Presented below is our stock option activity: Three months Ended March 31, 2016 Number of Options (Employees) Number of Options (Non-Employees) Total Number of Options Weighted-Average Exercise Price Outstanding at January 1, 2016 13,573,862 635,714 14,209,576 $ 3.10 Granted 425,000 — 425,000 $ 2.22 Exercised, forfeited or expired (312,571 ) — (312,571 ) $ 4.10 Outstanding at March 31, 2016 13,686,291 635,714 14,322,005 $ 3.05 Exercisable at March 31, 2016 8,307,207 635,714 8,942,921 $ 3.36 |
Schedule of share-based compensation, summarizes significant ranges of outstanding stock options | The following table summarizes significant ranges of outstanding stock options under our plans at March 31, 2016: Range of Exercise Prices Number of Options Weighted-Average Remaining Contractual Life (years) Weighted-Average Exercise Price Number of Options Exercisable Weighted-Average Remaining Contractual Life (years) Weighted-Average Exercise Price $ 1.75 - $2.00 1,274,500 6.70 $ 1.83 1,274,500 6.70 $ 1.83 $ 2.01 – $2.50 8,565,558 8.92 $ 2.32 3,734,284 8.38 $ 2.30 $ 2.51 – $4.00 1,058,407 7.97 $ 2.86 917,574 7.78 $ 2.86 $ 4.01 – $32.55 3,423,540 6.76 $ 5.39 3,016,563 6.63 $ 5.47 14,322,005 8.14 $ 3.05 8,942,921 7.49 $ 3.36 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Measurements [Abstract] | |
Fair value measurements by level for assets and liabilities measured at fair value on a recurring basis | The following (In thousands) Level I Level II Level III Total Cash equivalents $ 67,374 $ — $ — $ 67,374 Warrant liability — — (878 ) (878 ) |
Changes in carrying amounts of the warrant liability | The following table summarizes fair value measurements by level at December 31, 2015 for assets and liabilities measured at fair value on a recurring basis: (In thousands) Level I Level II Level III Total Cash equivalents $ 20,673 $ — $ — $ 20,673 Short-term investments 35,035 — — 35,035 Warrant liability — — (693 ) (693 ) |
Description of Company and Ba24
Description of Company and Basis of Presentation (Details) | 3 Months Ended |
Mar. 31, 2016PatientClinicalSite | |
Description of Company and Basis of Presentation [Abstract] | |
Number of patients enrolled | Patient | 433 |
Number of clinical sites | ClinicalSite | 79 |
Foreign Currency Remeasurement
Foreign Currency Remeasurement (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Foreign Currency Remeasurement [Abstract] | ||
Gain (loss) on foreign currency translation adjustment | $ 4,266 | $ (16,528) |
Short-term Investments (Details
Short-term Investments (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Short-term Investments [Abstract] | ||
Short-term investments | $ 0 | $ 35,035,420 |
Non-Cash Litigation Settlemen27
Non-Cash Litigation Settlement Due in Shares of Common Stock (Details) - USD ($) | Mar. 31, 2016 | Jan. 05, 2016 | Dec. 31, 2015 | Dec. 10, 2015 |
Loss Contingencies [Line Items] | ||||
Litigation settlement due in shares | $ 5,200,000 | $ 4,500,000 | ||
Shares to be issued related to litigation (in shares) | 66,580,065 | 66,480,065 | ||
Minimum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Shares to be issued related to litigation (in shares) | 1,200,000 | |||
Maximum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Shares to be issued related to litigation (in shares) | 1,800,000 | |||
Litigation Settlement due in Shares of Common Stock [Member] | ||||
Loss Contingencies [Line Items] | ||||
Litigation settlement due in shares | $ 4,500,000 | |||
Corporation Stockholder Derivative Litigation [Member] | Minimum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Shares to be issued related to litigation (in shares) | 186,666 | |||
Corporation Stockholder Derivative Litigation [Member] | Maximum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Shares to be issued related to litigation (in shares) | 280,000 | |||
Corporation Stockholder Derivative Litigation [Member] | Litigation Settlement due in Shares of Common Stock [Member] | ||||
Loss Contingencies [Line Items] | ||||
Litigation settlement due in shares | $ 700,000 |
Term Loan (Details)
Term Loan (Details) - USD ($) | Feb. 06, 2016 | Feb. 05, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||||
Amount received under long-term loan agreement | $ 24,012,078 | $ 0 | |||
Term Loan, Net - Current | 534,142 | $ 0 | |||
Long Term Loan, Net | 22,911,337 | $ 0 | |||
Interest expense | $ 416,803 | 0 | |||
Warrants [Member] | |||||
Debt Instrument [Line Items] | |||||
Number of warrants issued (in shares) | 500,000 | ||||
Exercise price of warrant issued (in dollars per share) | $ 1.74 | ||||
Hercules Technology Growth Capital, Inc. and Hercules Technology III, L.P. [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity under long-term loan agreement | $ 40,000,000 | $ 40,000,000 | |||
Amount received under long-term loan agreement | $ 25,000,000 | 25,000,000 | |||
Additional maximum borrowing capacity under long-term loan agreement | $ 15,000,000 | ||||
Debt instrument, interest rate | 9.50% | ||||
Debt instrument, minimum cash balance required to be maintained | $ 10,000,000 | ||||
Debt instrument, maturity date | Feb. 1, 2020 | ||||
Term Loan Principal - Current | $ 616,102 | ||||
Issuance Cost - Current | (13,031) | ||||
Loan Discount - Current | (68,929) | ||||
Term Loan, Net - Current | 534,142 | ||||
Long Term Loan Principal | 24,383,898 | ||||
End Fee Payable | 1,771,250 | ||||
Loan Term Issuance Cost | (515,749) | ||||
Long Term Loan Discount | (2,728,062) | ||||
Long Term Loan, Net | 22,911,337 | ||||
Interest expense | $ 416,803 | $ 0 | |||
Hercules Technology Growth Capital, Inc. and Hercules Technology III, L.P. [Member] | Warrants [Member] | |||||
Debt Instrument [Line Items] | |||||
Number of warrants issued (in shares) | 634,146 | ||||
Exercise price of warrant issued (in dollars per share) | $ 2.05 | ||||
Fair value of warrants classified as equity warrants | $ 633,749 | ||||
Hercules Technology Growth Capital, Inc. and Hercules Technology III, L.P. [Member] | Prime Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 6.00% |
Basic and Diluted Net Loss Pe29
Basic and Diluted Net Loss Per Common Share (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Basic and Diluted Net Loss Per Common Share [Abstract] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 22.7 | 17.5 |
Warrant Liabilities (Details)
Warrant Liabilities (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Derivative [Line Items] | ||
Loss on warrant liability | $ (184,272) | $ (1,871,294) |
Warrants [Member] | ||
Derivative [Line Items] | ||
Risk-free interest rate | 0.21% | 0.41% |
Expected dividend yield | 0.00% | 0.00% |
Expected lives | 4 months 2 days | 1 year 4 months 2 days |
Expected volatility | 86.80% | 92.40% |
Warrants classified as liabilities (in shares) | 6,371,854 | 6,371,854 |
Loss on warrant liability | $ (184,273) | $ (1,871,294) |
Stock Based Compensation (Detai
Stock Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Employees [Member] | ||
Share-based compensation arrangement by share-based payment award, fair value assumptions and methodology [Abstract] | ||
Estimated annualized forfeiture rate | 10.00% | |
Non-Employees [Member] | ||
Share-based compensation arrangement by share-based payment award, fair value assumptions and methodology [Abstract] | ||
Estimated annualized forfeiture rate | 0.00% | |
Employees and Directors [Member] | ||
Share-based compensation arrangement by share-based payment award, fair value assumptions and methodology [Abstract] | ||
Unrecognized compensation expense related to unvested stock options, granted | $ 7.1 | |
Unrecognized compensation cost, recognized as expense over a weighted-average period | 1 year 2 months 5 days | |
Senior Management [Member] | ||
Share-based compensation arrangement by share-based payment award, fair value assumptions and methodology [Abstract] | ||
Estimated annualized forfeiture rate | 2.00% | |
Directors [Member] | ||
Share-based compensation arrangement by share-based payment award, fair value assumptions and methodology [Abstract] | ||
Estimated annualized forfeiture rate | 0.00% | |
Stock Options [Member] | ||
Share-based compensation arrangement by share-based payment award, fair value assumptions and methodology [Abstract] | ||
Contractual term and expected life | 10 years | |
Number of Options (Employees and Non-Employees) [Abstract] | ||
Outstanding at beginning of period (in shares) | 14,209,576 | |
Granted (in shares) | 425,000 | 180,000 |
Exercised, forfeited or expired (in shares) | (312,571) | |
Outstanding at end of period (in shares) | 14,322,005 | |
Exercisable at end of period (in shares) | 8,942,921 | |
Weighted-Average Exercise Price Options [Abstract] | ||
Outstanding at beginning of period (in dollars per share) | $ 3.10 | |
Granted (in dollars per share) | 2.22 | |
Exercised, forfeited or expired (in dollars per share) | 4.10 | |
Outstanding at end of period (in dollars per share) | 3.05 | |
Exercisable at end of period (in dollars per share) | $ 3.36 | |
Stock Options [Member] | Employees [Member] | ||
Number of Options (Employees and Non-Employees) [Abstract] | ||
Outstanding at beginning of period (in shares) | 13,573,862 | |
Granted (in shares) | 425,000 | |
Exercised, forfeited or expired (in shares) | (312,571) | |
Outstanding at end of period (in shares) | 13,686,291 | |
Exercisable at end of period (in shares) | 8,307,207 | |
Stock Options [Member] | Non-Employees [Member] | ||
Number of Options (Employees and Non-Employees) [Abstract] | ||
Outstanding at beginning of period (in shares) | 635,714 | |
Granted (in shares) | 0 | |
Exercised, forfeited or expired (in shares) | 0 | |
Outstanding at end of period (in shares) | 635,714 | |
Exercisable at end of period (in shares) | 635,714 | |
Stock Options and Warrants [Member] | ||
Share-based compensation arrangement by share-based payment award, fair value assumptions and methodology [Abstract] | ||
Risk-free interest rate | 1.47% | 2.20% |
Expected volatility | 76.30% | 84.30% |
Expected lives | 10 years | |
Expected dividend yield | 0.00% | 0.00% |
Stock Options and Warrants [Member] | Minimum [Member] | ||
Share-based compensation arrangement by share-based payment award, fair value assumptions and methodology [Abstract] | ||
Expected lives | 5 years | |
Stock Options and Warrants [Member] | Maximum [Member] | ||
Share-based compensation arrangement by share-based payment award, fair value assumptions and methodology [Abstract] | ||
Expected lives | 10 years | |
Warrants [Member] | ||
Weighted-Average Exercise Price Options [Abstract] | ||
Number of warrants issued (in shares) | 500,000 | |
Exercise price of warrants (in dollars per share) | $ 1.74 | |
2000 Long-Term Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation, shares subject to stock options (in shares) | 600,000 | |
Expiration date | Aug. 6, 2010 | |
Share-based compensation, shares available for future grant (in shares) | 0 | |
2008 Stock Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation, shares subject to stock options (in shares) | 13,700,000 | |
Share-based compensation, shares available for future grant (in shares) | 6,300,000 |
Stock Based Compensation, Sched
Stock Based Compensation, Schedule of employee and non employee service share based compensation (Details) - Stock Options and Warrants [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Employees [Member] | ||
Total stock-based compensation expense resulting from stock options and warrants [Abstract] | ||
Allocated employee and non-employee stock-based compensation expense, Total | $ 1,137,861 | $ 1,291,342 |
Non-Employees [Member] | ||
Total stock-based compensation expense resulting from stock options and warrants [Abstract] | ||
Allocated employee and non-employee stock-based compensation expense, Total | 187,956 | 93,551 |
Research and Development Expense [Member] | Employees [Member] | ||
Total stock-based compensation expense resulting from stock options and warrants [Abstract] | ||
Allocated employee and non-employee stock-based compensation expense, Total | 480,811 | 335,938 |
Research and Development Expense [Member] | Non-Employees [Member] | ||
Total stock-based compensation expense resulting from stock options and warrants [Abstract] | ||
Allocated employee and non-employee stock-based compensation expense, Total | 0 | 0 |
General and Administrative Expense [Member] | Employees [Member] | ||
Total stock-based compensation expense resulting from stock options and warrants [Abstract] | ||
Allocated employee and non-employee stock-based compensation expense, Total | 657,050 | 955,404 |
General and Administrative Expense [Member] | Non-Employees [Member] | ||
Total stock-based compensation expense resulting from stock options and warrants [Abstract] | ||
Allocated employee and non-employee stock-based compensation expense, Total | $ 187,956 | $ 93,551 |
Stock Based Compensation, by Ex
Stock Based Compensation, by Exercise Price Range (Details) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Mar. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015$ / sharesshares | Jul. 24, 2015$ / shares | |
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | |||
Closing price of the common stock (in dollars per share) | $ 2.75 | ||
Stock Options [Member] | |||
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | |||
Number of Options (in shares) | shares | 14,322,005 | ||
Weighted-Average Remaining Contractual Life | 8 years 1 month 20 days | ||
Weighted-Average Exercise Price (in dollars per share) | $ 3.05 | ||
Number of Options Exercisable (in shares) | shares | 8,942,921 | ||
Weighted-Average Remaining Contractual Life | 7 years 5 months 26 days | ||
Weighted-Average Exercise Price, Options Exercisable (in dollars per share) | $ 3.36 | ||
The aggregate intrinsic value of outstanding options | $ | $ 4.2 | ||
Aggregate intrinsic value of options vested | $ | $ 2.5 | ||
Closing price of the common stock (in dollars per share) | $ 2.68 | ||
Warrants [Member] | |||
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | |||
Warrants outstanding (in shares) | shares | 8,359,618 | 7,225,472 | |
Weighted-average exercise price of warrants outstanding (in dollars per share) | 3.96 | 4.28 | |
Range $1.75 - 2.00 [Member] | Stock Options [Member] | |||
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | |||
Range of Exercise Prices, Lower Range (in dollars per share) | $ 1.75 | ||
Range of Exercise Prices, Upper Range (in dollars per share) | $ 2 | ||
Number of Options (in shares) | shares | 1,274,500 | ||
Weighted-Average Remaining Contractual Life | 6 years 8 months 12 days | ||
Weighted-Average Exercise Price (in dollars per share) | $ 1.83 | ||
Number of Options Exercisable (in shares) | shares | 1,274,500 | ||
Weighted-Average Remaining Contractual Life | 6 years 8 months 12 days | ||
Weighted-Average Exercise Price, Options Exercisable (in dollars per share) | $ 1.83 | ||
Range $2.01 - 2.50 [Member] | Stock Options [Member] | |||
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | |||
Range of Exercise Prices, Lower Range (in dollars per share) | 2.01 | ||
Range of Exercise Prices, Upper Range (in dollars per share) | $ 2.50 | ||
Number of Options (in shares) | shares | 8,565,558 | ||
Weighted-Average Remaining Contractual Life | 8 years 11 months 1 day | ||
Weighted-Average Exercise Price (in dollars per share) | $ 2.32 | ||
Number of Options Exercisable (in shares) | shares | 3,734,284 | ||
Weighted-Average Remaining Contractual Life | 8 years 4 months 17 days | ||
Weighted-Average Exercise Price, Options Exercisable (in dollars per share) | $ 2.30 | ||
Range $2.51 - 4.00 [Member] | Stock Options [Member] | |||
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | |||
Range of Exercise Prices, Lower Range (in dollars per share) | 2.51 | ||
Range of Exercise Prices, Upper Range (in dollars per share) | $ 4 | ||
Number of Options (in shares) | shares | 1,058,407 | ||
Weighted-Average Remaining Contractual Life | 7 years 11 months 19 days | ||
Weighted-Average Exercise Price (in dollars per share) | $ 2.86 | ||
Number of Options Exercisable (in shares) | shares | 917,574 | ||
Weighted-Average Remaining Contractual Life | 7 years 9 months 11 days | ||
Weighted-Average Exercise Price, Options Exercisable (in dollars per share) | $ 2.86 | ||
Range $4.01 - 32.55 [Member] | Stock Options [Member] | |||
Share based compensation, shares authorized under significant ranges of outstanding stock option plans in period [Abstract] | |||
Range of Exercise Prices, Lower Range (in dollars per share) | 4.01 | ||
Range of Exercise Prices, Upper Range (in dollars per share) | $ 32.55 | ||
Number of Options (in shares) | shares | 3,423,540 | ||
Weighted-Average Remaining Contractual Life | 6 years 9 months 4 days | ||
Weighted-Average Exercise Price (in dollars per share) | $ 5.39 | ||
Number of Options Exercisable (in shares) | shares | 3,016,563 | ||
Weighted-Average Remaining Contractual Life | 6 years 7 months 17 days | ||
Weighted-Average Exercise Price, Options Exercisable (in dollars per share) | $ 5.47 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Recurring [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Fair value measurements by level for assets and liabilities measured at fair value on a recurring basis [Abstract] | ||
Cash equivalents | $ 67,374 | $ 20,673 |
Short-term investments | 35,035 | |
Warrant liability | (878) | (693) |
Level I [Member] | ||
Fair value measurements by level for assets and liabilities measured at fair value on a recurring basis [Abstract] | ||
Cash equivalents | 67,374 | 20,673 |
Short-term investments | 35,035 | |
Warrant liability | 0 | 0 |
Level II [Member] | ||
Fair value measurements by level for assets and liabilities measured at fair value on a recurring basis [Abstract] | ||
Cash equivalents | 0 | 0 |
Short-term investments | 0 | |
Warrant liability | 0 | 0 |
Level III [Member] | ||
Fair value measurements by level for assets and liabilities measured at fair value on a recurring basis [Abstract] | ||
Cash equivalents | 0 | 0 |
Short-term investments | 0 | |
Warrant liability | (878) | $ (693) |
Unrealized loss recognized | $ (200) |
Liquidity and Capital Resourc35
Liquidity and Capital Resources (Details) - USD ($) | Feb. 06, 2016 | Feb. 05, 2016 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Estimated projected expenditure [Line Items] | ||||||
Cash and cash equivalents | $ 68,162,754 | $ 28,052,543 | $ 22,261,372 | $ 32,218,905 | ||
Amount received under long-term loan agreement | 24,012,078 | $ 0 | ||||
Hercules Technology Growth Capital, Inc. and Hercules Technology III, L.P. [Member] | ||||||
Estimated projected expenditure [Line Items] | ||||||
Maximum borrowing capacity under long-term loan agreement | $ 40,000,000 | $ 40,000,000 | ||||
Amount received under long-term loan agreement | 25,000,000 | $ 25,000,000 | ||||
Remaining borrowing capacity of long term loan | $ 15,000,000 | |||||
Currently projected expenditures for clinical programs | 63,000,000 | |||||
Milestone payment to licensor | 1,500,000 | |||||
Interest and payments on term loan | 3,100,000 | |||||
Hercules Technology Growth Capital, Inc. and Hercules Technology III, L.P. [Member] | Aldoxorubicin [Member] | ||||||
Estimated projected expenditure [Line Items] | ||||||
Currently projected expenditures for clinical programs | 32,600,000 | |||||
Hercules Technology Growth Capital, Inc. and Hercules Technology III, L.P. [Member] | Other Programs [Member] | ||||||
Estimated projected expenditure [Line Items] | ||||||
Currently projected expenditures for clinical programs | 5,600,000 | |||||
Hercules Technology Growth Capital, Inc. and Hercules Technology III, L.P. [Member] | General Operation [Member] | ||||||
Estimated projected expenditure [Line Items] | ||||||
Currently projected expenditures for clinical programs | 5,400,000 | |||||
Hercules Technology Growth Capital, Inc. and Hercules Technology III, L.P. [Member] | Other General and Administrative Expenses [Member] | ||||||
Estimated projected expenditure [Line Items] | ||||||
Currently projected expenditures for clinical programs | $ 16,300,000 |
Equity Transactions (Details)
Equity Transactions (Details) - USD ($) $ / shares in Units, $ in Millions | Oct. 26, 2015 | Jul. 24, 2015 | Mar. 31, 2016 |
Class of Stock [Line Items] | |||
Common shares issued from exercise of stock options (in shares) | 100,000 | ||
Authorized but unissued shares of common stock (in shares) | 6,300,000 | ||
Number of treasury stock retired (in shares) | 199,275 | ||
Number of treasury stock retired, value | $ (2.6) | ||
Stock issued, underwritten public offering, value | $ 28.7 | ||
Stock issued, underwritten public offering, value (in shares) | 10,500,000 | ||
Common stock per share value (in dollars per share) | $ 2.75 | ||
Net proceeds from the issuance of common stock | $ 26.8 | $ 0.2 | |
Warrants [Member] | |||
Class of Stock [Line Items] | |||
Number of warrants issued (in shares) | 500,000 | ||
Exercise price of warrants (in dollars per share) | $ 1.74 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Earliest Tax Year [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Expiration date | Dec. 31, 2016 | |
Latest Tax Year [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Expiration date | Dec. 31, 2034 | |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 281.6 | |
Federal [Member] | Unrestricted [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 219.3 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 173.7 | |
State [Member] | Unrestricted [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | $ 173.7 |
Commitments and contingencies (
Commitments and contingencies (Details) | Dec. 10, 2015USD ($)shares | Dec. 20, 2013$ / shares | Dec. 10, 2013USD ($)$ / shares | Mar. 31, 2016USD ($)Lawsuitdshares | Mar. 31, 2015USD ($) | Feb. 26, 2016Motion | Jan. 05, 2016USD ($)shares | Dec. 31, 2015USD ($)shares | Jun. 02, 2015shares | Jun. 13, 2014Lawsuit |
Loss Contingencies [Line Items] | ||||||||||
Potential future payments | $ 7,500,000 | |||||||||
Potential future milestone payments on each additional final marketing approval | $ 1,000,000 | |||||||||
Number of purported securities class action lawsuits pending | Lawsuit | 3 | |||||||||
Number of shareholders lawsuits | Lawsuit | 3 | |||||||||
Number of day's court afforded the plaintiffs to amend their complaint | d | 30 | |||||||||
Litigation settlement payment | $ 4,000,000 | $ 700,000 | $ 0 | |||||||
Litigation settlement due in shares | $ 5,200,000 | $ 4,500,000 | ||||||||
Common stock issued (in shares) | shares | 66,580,065 | 66,480,065 | ||||||||
Options outstanding (in shares) | shares | 2,095,000 | |||||||||
Exercise price (in dollars per share) | $ / shares | $ 4.66 | $ 2.39 | ||||||||
Fees and expenses related to settlement | $ 1,100,000 | |||||||||
Number of motions filed by the company | Motion | 2 | |||||||||
Accrued litigation settlement expense | $ 2,000,000 | |||||||||
Litigation accounts receivable | 900,000 | |||||||||
Litigation setttlement | $ 5,200,000 | |||||||||
Minimum [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Legal fees to be reimbursed by insurance carrier | $ 3,500,000 | |||||||||
Common stock issued (in shares) | shares | 1,200,000 | |||||||||
Maximum [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Common stock issued (in shares) | shares | 1,800,000 | |||||||||
Litigation settlement due in shares of common [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Litigation settlement due in shares | $ 4,500,000 | |||||||||
Corporation Stockholder Derivative Litigation [Member] | Minimum [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Common stock issued (in shares) | shares | 186,666 | |||||||||
Corporation Stockholder Derivative Litigation [Member] | Maximum [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Common stock issued (in shares) | shares | 280,000 | |||||||||
Corporation Stockholder Derivative Litigation [Member] | Litigation settlement due in shares of common [Member] | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Litigation settlement due in shares | $ 700,000 |