Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 29, 2019 | Jun. 29, 2018 | |
Document And Entity Information | |||
Entity Registrant Name | CYTRX CORP | ||
Entity Central Index Key | 0000799698 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Reporting Status Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | false | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 37,000,000 | ||
Entity Common Stock, Shares Outstanding | 33,637,501 | ||
Trading Symbol | CYTR | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 21,373,273 | $ 37,497,691 |
Receivables | 148,527 | 7,504,756 |
Prepaid expenses and other current assets | 913,162 | 1,914,077 |
Current assets held for sale | 81,182 | 169,989 |
Total current assets | 22,516,144 | 47,086,513 |
Equipment and furnishings, net | 44,326 | 71,466 |
Goodwill | 183,780 | |
Other assets | 40,642 | 22,933 |
Non-current assets held for sale | 324,853 | 982,827 |
Total assets | 22,925,965 | 48,347,519 |
Current liabilities: | ||
Accounts payable | 1,234,762 | 4,065,998 |
Accrued expenses and other current liabilities | 726,191 | 7,881,766 |
Deferred revenue | 6,924,353 | |
Term loan, net - current | 10,599,795 | |
Warrant liabilities | 527,025 | |
Current liabilities for sale | 602,713 | 203,527 |
Total current liabilities | 2,563,666 | 30,202,464 |
Commitment and contingencies | ||
Stockholders' equity: | ||
Common stock, $0.001 par value, 41,666,667 shares authorized; 33,637,501 and 28,037,501 shares issued and outstanding at December 31, 2018 and 2017, respectively | 33,637 | 28,037 |
Additional paid-in capital | 477,192,747 | 468,969,445 |
Accumulated deficit | (456,864,085) | (450,852,427) |
Total stockholders' equity | 20,362,299 | 18,145,055 |
Total liabilities and stockholders' equity | 22,925,965 | 48,347,519 |
Series A Junior Participating Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred Stock, value | ||
Series B Convertible Preferred Stock [Member] | ||
Stockholders' equity: | ||
Preferred Stock, value |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 833,334 | 833,334 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 41,666,667 | 41,666,667 |
Common stock, shares issued | 33,637,501 | 28,037,501 |
Common stock, shares outstanding | 33,637,501 | 28,037,501 |
Series A Junior Participating Preferred Stock [Member] | ||
Preferred stock, shares authorized | 4,167 | 4,167 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, stated value | $ 1,000 | $ 1,000 |
Preferred stock, shares authorized | 650 | 650 |
Preferred Stock, conversion value | $ 2.52 | $ 2.52 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue: | ||
Licensing revenue | $ 250,000 | $ 100,000 |
Expenses: | ||
Research and development | 388,841 | 15,847,722 |
General and administrative | 8,079,861 | 12,502,042 |
Depreciation and amortization | 29,423 | 106,989 |
Total expenses | 8,498,125 | 28,456,753 |
Loss before other income (expense) | (8,248,125) | (28,356,753) |
Other income (expense): | ||
Interest income | 355,558 | 365,584 |
Interest expense | (1,715,733) | (3,831,211) |
Other income (expense), net | 2,676 | 6,998 |
Gain on warrant liabilities | 527,025 | 1,367,777 |
Loss before provision for income taxes | (9,078,599) | (30,447,605) |
Provision for income taxes | (800) | (800) |
Loss from continuing operations | (9,079,399) | (30,448,405) |
Discontinued operations (Note 3) | (3,634,209) | (4,538,027) |
Net loss | $ (12,713,608) | $ (34,986,432) |
Basic and diluted loss per share | ||
Continuing operations | $ (0.29) | $ (1.27) |
Discontinued operations | (0.12) | (0.19) |
Total basic and diluted loss per share | $ (0.41) | $ (1.46) |
Basic and diluted weighted average shares outstanding | 30,947,650 | 24,042,293 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Series B Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Total |
Balance at Dec. 31, 2016 | $ 518,000 | $ 18,553 | $ 440,106,726 | $ (415,865,995) | $ 24,777,284 | |
Balance, shares at Dec. 31, 2016 | 518 | 18,553,817 | ||||
Issuance of stock options/warrants for compensation and services | 3,344,520 | 3,344,520 | ||||
Issuance of stock options/warrants for compensation and services, shares | ||||||
Stock issued in connection with a public offering | $ 5,000 | 13,946,218 | 13,951,218 | |||
Stock issued in connection with a public offering, shares | 5,000,000 | |||||
Preferred stock conversion | $ (518,000) | $ 1,233 | 516,767 | |||
Preferred stock conversion, shares | (518) | 1,233,334 | ||||
Issuance of restricted stock grant | $ 388 | 388 | ||||
Issuance of restricted stock grant, shares | 387,597 | |||||
Options and warrants exercised | $ 881 | 3,012,779 | 3,013,660 | |||
Options and warrants exercised, shares | 880,788 | |||||
Warrants repriced to term loan lender | 76,549 | 76,549 | ||||
Shares issued in connection with licensing sale | $ 1,970 | 6,073,677 | 6,075,647 | |||
Shares issued in connection with licensing sale, shares | 1,969,697 | |||||
1 - 6 reverse stock split fractional shares | $ 12 | (12) | ||||
1 - 6 reverse stock split fractional shares, share | 12,268 | |||||
Warrant liability exercises | 1,894,589 | 1,894,589 | ||||
Banking fee on warrant exercises | (2,368) | (2,368) | ||||
Net loss | (34,986,432) | (34,986,432) | ||||
Balance at Dec. 31, 2017 | $ 28,037 | 468,969,445 | (450,852,427) | $ 18,145,055 | ||
Balance, shares at Dec. 31, 2017 | 28,037,501 | 28,037,501 | ||||
Issuance of stock options/warrants for compensation and services | 1,716,751 | $ 1,716,751 | ||||
Issuance of stock options/warrants for compensation and services, shares | ||||||
Stock issued in connection with a public offering | $ 5,600,000 | 6,506,551 | 6,512,151 | |||
Stock issued in connection with a public offering, shares | 5,600 | |||||
Cumulative affect of adopting ASC 606 Adoption | 6,701,950 | 6,701,950 | ||||
Net loss | (12,713,608) | (12,713,608) | ||||
Balance at Dec. 31, 2018 | $ 33,637 | $ 477,192,747 | $ (456,864,085) | $ 20,362,299 | ||
Balance, shares at Dec. 31, 2018 | 33,637,501 | 33,637,501 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss from continuing operations | $ (9,079,399) | $ (30,448,405) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities: | ||
Depreciation and amortization | 29,423 | 106,989 |
Loss on retirement of equipment and furnishings | 424,049 | |
Gain on warrant liabilities | (527,025) | (1,367,777) |
Loss on goodwill impairment | 183,780 | |
Amortization of loan cost and discount | 1,157,817 | 1,923,816 |
Stock-based compensation expense | 1,621,266 | 3,111,505 |
Changes in assets and liabilities: | ||
Receivable | 7,356,229 | (7,382,263) |
Prepaid expenses and other current assets | 1,000,915 | 1,546,139 |
Accounts payable | (2,831,236) | (2,224,476) |
Other assets | (17,709) | |
Deferred revenue | 6,924,353 | |
Accrued expenses and other current liabilities | (7,377,978) | 3,941,794 |
Net cash used in operating activities from continuing operations | (8,843,917) | (23,444,276) |
Net cash used in operating activities from discontinued operations | (2,383,562) | (3,656,921) |
Net cash used in operating activities | (10,867,479) | (27,101,197) |
Cash flows from investing activities: | ||
Purchases of equipment and furnishings | (11,478) | (134,598) |
Net cash used in investing activities | (11,478) | (134,598) |
Cash flows from financing activities: | ||
Proceeds from common stock issued in public offering, net of fees | 6,512,151 | 13,951,218 |
Proceeds from sale of common shares and warrants related to NantCell | 6,075,647 | |
Loan amendment fee payable | (200,000) | |
Term loan principal repayment | (9,986,362) | (15,013,638) |
Loan end fee payment | (1,771,250) | |
Net proceeds from exercise of stock options and warrants | 3,202,858 | |
Net cash provided by (used in) financing activities | (5,245,461) | 8,016,085 |
Net decrease in cash and cash equivalents | (16,124,418) | (19,219,710) |
Cash and cash equivalents at beginning of year | 37,497,691 | 56,717,401 |
Cash and cash equivalents at end of year | 21,373,273 | 37,497,691 |
Supplemental disclosures of non-cash financing/investing activities: | ||
Warrant liability exercises | 1,894,589 | |
Warrants repriced in connection with the sale of licenses | 76,549 | |
Receivable from issuance of restricted stock | 388 | |
Equipment and furnishings purchased but not paid | 1,988 | |
1 - 6 reverse stock split | 12 | |
Series B Preferred stock conversion | 1,233 | |
Supplemental disclosure of Cash Flow Information: | ||
Cash paid during the year for income taxes | 800 | 800 |
Cash paid during the year for interest | $ 647,308 | $ 2,025,468 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | 1. Nature of Business CytRx Corporation (“CytRx”) is a biopharmaceutical research and development company specializing in oncology. The Company’s focus has been on the discovery, research and clinical development of novel anti-cancer drug candidates that employ novel linker technologies to enhance the accumulation and release of cytotoxic anti-cancer agents at the tumor. During 2017, CytRx’s discovery laboratory, located in Freiburg, Germany, synthesized and tested over 75 rationally designed drug conjugates with highly potent payloads, culminating in the creation of two distinct classes of compounds. Four lead candidates (LADR-7 through LADR-10) were selected based on in vitro On June 1, 2018, CytRx launched Centurion BioPharma Corporation (“Centurion”), a private wholly owned subsidiary, and transferred all of its assets, liabilities and personnel associated with the laboratory operations in Freiburg, Germany. In connection with said transfer, the Company and Centurion entered into a Management Services Agreement whereby the Company agreed to render advisory, consulting, financial and administrative services to Centurion, for which Centurion shall reimburse the Company for the cost of such services plus a 5% service charge. The Management Services Agreement may be terminated by either party at any time. Centurion is focused on the development of personalized medicine for solid tumor treatment. On December 21, 2018, CytRx announced that Centurion had concluded the pre-clinical phase of development for its four LADR drug candidates, and for its albumin companion diagnostic (ACDx™). As a result of completing this work, operations taking place at the pre-clinical laboratory in Freiburg, Germany would no longer be needed and, accordingly, the lab was closed at the end of January 2019. LADR Drug Discovery Platform and Centurion Centurion’s LADR™ (Linker Activated Drug Release) technology platform is a discovery engine combining our expertise in linker chemistry and albumin biology to create a pipeline of anti-cancer molecules that will avoid unacceptable systemic toxicity while delivering highly potent agents directly to the tumor. They have created a “toolbox” of linker technologies that have the ability to significantly increase the therapeutic index of ultra-high potency drugs (10-1,000 times more potent than traditional chemotherapies) by controlling the release of the drug payloads and improving drug-like properties. Their efforts were focused on two classes of ultra-high potency albumin-binding drug conjugates. These drug conjugates combine the proprietary LADR™ linkers with novel derivatives of the auristatin and maytansinoid drug classes. These payloads historically have required a targeting antibody for successful administration to humans. Their drug conjugates eliminate the need for a targeting antibody and provide a small molecule therapeutic option with potential broader applicability. Centurion’s postulated mechanism of action for the albumin-binding drug conjugates is as follows: ● after administration, the linker portion of the drug conjugate forms a rapid and specific covalent bond to the cysteine-34 position of circulating albumin; ● circulating albumin preferentially accumulates at the tumors, bypassing concentration in other non-tumor sites, including the heart, liver and gastrointestinal tract due to a mechanism called “Enhanced Permeability and Retention”; ● once localized at the tumor, the acid-sensitive linker is cleaved due to the specific conditions within the tumor and in the tumor microenvironment; and ● free active drug is then released. Centurion’s novel companion diagnostic, ACDx™ (albumin companion diagnostic), was developed to identify patients with cancer who are most likely to benefit from treatment with the four LADR lead assets. During much of 2018, CytRx and Centurion have been working on identifying partnership opportunities for LADR™ ultra-high potency drug conjugates and its albumin companion diagnostic. We have concluded all research and development on LADR and its companion diagnostic and are now focused solely on identifying partnership opportunities. Aldoxorubicin Until July 2017, the Company was focused on the research and clinical development of aldoxorubicin, their modified version of the widely-used chemotherapeutic agent, doxorubicin. 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 several of the major dose-limiting toxicities seen with administration of doxorubicin alone. On July 27, 2017, the Company entered into an exclusive worldwide license with NantCell, Inc. (“NantCell”), granting to NantCell the exclusive rights to develop, manufacture and commercialize aldoxorubicin in all indications, and our company is no longer directly working on development of aldoxorubicin. As part of the license, NantCell made a strategic investment of $13 million in CytRx common stock at $6.60 per share (adjusted to reflect our 2017 reverse stock split), a premium of 92% to the market price on that date. The Company also issued NantCell a warrant to purchase up to 500,000 shares of common stock at $6.60, which expired on January 26, 2019. They are entitled to receive up to an aggregate of $343 million in potential milestone payments, contingent upon achievement of certain regulatory approvals and commercial milestones. The Company is also entitled to receive ascending double-digit royalties for net sales for soft tissue sarcomas and mid to high single digit royalties for other indications. Molecular Chaperone Assets In 2011, CytRx sold the rights to arimoclomol and iroxanadine, based on molecular chaperone regulation technology, to Orphazyme A/S (formerly Orphazyme ApS) in exchange for a one-time, upfront payment and the right to receive up to a total of $120 million (USD) in milestone payments upon the achievement of certain pre-specified regulatory and business milestones, as well as royalty payments based on a specified percentage of any net sales of products derived from arimoclomol. Orphazyme is testing arimoclomol in three additional indications beyond ALS, including Niemann-Pick disease Type C (NPC), Gaucher disease and sporadic Inclusion Body Myositis (sIBM). CytRx received a milestone payment of $250,000 in September 2018. Orphazyme has highlighted positive Phase2/3 clinical trial data in patients with NPC and in February 2019 announced they will initiate filing preparations and seek to meet with the U.S. Food and Drug Administration (FDA) and European Medicines Agency (EMA) mid-2019 to discuss the path to approval. They communicated they plan to submit the regulatory filing to the FDA and EMA during the first half of 2020, with potential approval expected during the second half of 2020. In such event, CytRx will be entitled to a milestone payment of $4 million upon EMA approval and $6 million upon FDA approval, along with royalties and potential additional milestones. Current Business Strategy Currently, the Company is working on identifying partnership opportunities for LADR™ ultra-high potency drug conjugates and their albumin companion diagnostic. We have concluded all research and development on LADR and its companion diagnostic and are now focused solely on identifying these partnership opportunities In addition, the Company is investigating new opportunities and lines of business. For this reason and others, including the closure of the lab, its operating expenses are expected to be significantly lower in the near future. Therefore, period to period comparisons should not be relied upon as predictive of the results in future periods. Liquidity At December 31, 2018, the Company had cash and cash equivalents of approximately $21.4 million. We believe that our current resources will be sufficient to fund our operations for the foreseeable future. This estimate is based, in part, upon our currently projected expenditures for 2019 and the first three months of 2020 of approximately $7.5 million (unaudited) , |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation Revenue Recognition Cash Equivalents Equipment and Furnishings Fair Value Measurements 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 table summarizes fair value measurements by level at December 31, 2018 for assets and liabilities measured at fair value on a recurring basis: (In thousands) Level I Level II Level III Total Cash equivalents $ 19,731 $ — $ — $ 19,731 Warrant liabilities — — — — The following table summarizes fair value measurements by level at December 31, 2017 for assets and liabilities measured at fair value on a recurring basis: (In thousands) Level I Level II Level III Total Cash equivalents $ 35,834 $ — $ — $ 35,834 Warrant liabilities — — (527 ) (527 ) There were no transfers between Levels I, II and III during 2018 or 2017. The changes in carrying amounts of the warrant liability for the years ended December 31, 2018 and 2017 were as follows: (In thousands) 2018 2017 Beginning balance $ 527 $ 3,789 Issued — — Exercised (1,895 ) Net changes in valuation (527 ) (1,367 ) Ending balance $ — $ 527 Liabilities measured at fair market value on a recurring basis include warrant liabilities resulting from recent debt and equity financing. In accordance with ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity Equity-Based Payments to Non-Employees Warrant Liabilities The Company considers carrying amounts of accounts receivable, accounts payable, accrued expenses and term loan, net to approximate fair value due to the short-term nature of these financial instruments. Patents and Patent Application Costs Net Income (Loss) Per Common Share Warrant Liabilities Stock-based Compensation For stock options and stock warrants paid in consideration of services rendered by non-employees, the Company recognizes compensation expense in accordance with the requirements of ASC 505-50 , Equity , Research and Development Expenses Clinical Trial Expenses Income Taxes Income Taxes, (“ASC 740” The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expenses. Concentrations of Risks Use of Estimates Recently Adopted Accounting Pronouncement Revenue from Contracts with Customers The guidance provides for a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of the time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Under the new standard the NantCell Licensing Agreement, which was determined to be a functional license agreement, as the underlying intellectual property had standalone functionality, was recognizable in 2017 when NantCell obtained the right to use the intellectual property. The subsequent Reimbursement Agreement was determined to be a contract modification that introduced variable contra revenue for the Company’s reimbursement obligations. In accordance with ASC 606, management estimated its obligations under the Reimbursement Agreement to be $3.2 million which is recognized as a contract liability at the time of revenue recognition. These costs were previously recognized as research and development expense in 2017 in accordance with prior accounting standards. This contract liability was reduced to $0.3 million as of January 1, 2018 as a result of costs incurred under the Reimbursement Agreement. This amount was further reduced to $50,000 as of December 31, 2018. Additionally, CytRx is eligible to receive tiered high single to low double-digit royalties on product sales. The royalty term is determined on a licensed-product-by-licensed-product and country-by-country basis and begins on the first commercial sale of a licensed product in a country and ends on the expiration of the last to expire of specified patents or regulatory exclusivity covering such licensed product in such country or, with a customary royalty reduction, ten years after the first commercial sale if there is no such exclusivity. These revenues will be recognized when earned. In January 2016, the FASB issued Accounting Standards Update 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities Recent Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07: Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This ASU expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees, and as a result, the accounting for share-based payments to non-employees will be substantially aligned. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year, early adoption is permitted but no earlier than an entity’s adoption date of Topic 606. The Company is currently evaluating the impact this new guidance will have on our consolidated financial statements and related disclosures. In February 2018, the FASB issued a new standard that would permit entities to make a one-time reclassification from accumulated other comprehensive income (AOCI) to retained earnings for the stranded tax effects resulting from the newly enacted corporate tax rates under the Tax Cuts and Jobs Act (the “Act”), effective for the year ended December 31, 2017. The amount of the reclassification is calculated on the basis of the difference between the historical tax rate and newly enacted tax rate. The standard is effective for interim and annual periods beginning after December 15, 2018 with early adoption permitted. We do not believe that the adoption of this guidance will have a material impact on our consolidated financial statements. In January 2017, the FASB issued an ASU entitled “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The objective of the ASU is to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. We do not believe that the adoption of this guidance will have a material impact on our financial statements In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which requires companies to recognize all leases as assets and liabilities on the consolidated balance sheet. This ASU retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the current accounting literature. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model in Topic 842, the effect of leases in a statement of operations and a statement of cash flows is largely unchanged from previous GAAP. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlier application is permitted. As a result of the implementation of this ASU, we recognized lease assets of approximately $0.5 million, offset by a lease liability. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 3. Discontinued Operations On December 21, 2018, the Company announced that its pre-clinical lab operations had successfully completed its objectives – namely, it has developed four lead compounds, LADR 7, LADR-8, LADR-9 and LADR 10 along with a companion diagnostic (ACDx). Accordingly, the Company terminated the contracts of all its employees at this location. The Company currently has a lease expiring in September 2020 at a cost of 10,070 Euros ($11,377) monthly. The Company sold its analytical equipment in March 2019 and accordingly has classified these assets as current assets held for sale and has written down these assets by $0.2 million. The net book value of the assets held for sale is $0.3 million at December 31, 2018 and $1.0 million at December 31, 2017. In addition, it plans on selling the office and lab furniture along with the leasehold improvements to a third party. The Company estimates the value of these assets are greater than their net book value and so no write-down has been recorded. The results of these discontinued operations are presented separately on the Company’s Consolidated Statement of Operations. Years Ended December 31, 2018 2017 Current assets held for sale $ 81,182 $ 169,989 Equipment and furnishings, net $ 313,452 $ 971,426 Deposit 11,401 11,401 Non-current assets held for sale $ 324,853 $ 982,827 Accounts payable $ 323,736 $ 56,019 Accrued expenses and other current liabilities 278,977 147,508 Current liabilities for sale $ 602,713 $ 203,527 Research and development $ 2,869,037 $ 3,769,369 Loss on impairment of equipment and furnishings 207,662 — Employee stock option expense 95,485 223,015 Other income 2,519 23,320 Depreciation expense 459,506 522,323 Loss from discontinued operations $ 3,634,209 $ 4,538,027 |
Foreign Currency Remeasurement
Foreign Currency Remeasurement | 12 Months Ended |
Dec. 31, 2018 | |
Foreign Currency [Abstract] | |
Foreign Currency Remeasurement | 4. Foreign Currency Remeasurement The U.S. dollar has been determined to be the functional currency for the net assets of the Company’s laboratory in Freiburg, Germany. 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). The Company recognized a loss of approximately $2,500 and $23,000 for the years ended December 31, 2018 and 2017, respectively. |
Receivables
Receivables | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Receivables | 5. Receivables At December 31, 2018, the Company had a receivable of $0.1 million as compared to $7.5 million at December 31, 2017, primarily related to amounts recoverable from its insurance carrier, associated with ongoing legal proceedings. Of this amount, approximately $0.1 million and $1.7 million relate to recoverable legal costs and approximately $0 million and $5.8 million relate to recoverable legal settlements accrued by the Company as of December 31, 2018 and 2017, respectively (See Note 12). Due to the likelihood of the collectability of the accounts receivable, no allowance was recorded. |
Prepaid and Other Assets
Prepaid and Other Assets | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expense and Other Assets [Abstract] | |
Prepaid and Other Assets | 6. Prepaid and Other Assets At December 31, 2018 and 2017, the Company had $0.9 million and $1.9 million, respectively, of prepaid and other current assets, which for 2018 consisted primarily of prepaid insurance and leases for its facility and for 2017 also included deposits on contracts for research and development. |
Equipment and Furnishings
Equipment and Furnishings | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Equipment and Furnishings | 7. Equipment and Furnishings Equipment and furnishings at December 31, 2018 and 2017 consist of the following (in thousands): 2018 2017 Equipment and furnishings $ 135 $ 139 Less — accumulated depreciation (91 ) (68 ) Equipment and furnishings, net $ 44 $ 71 Depreciation and amortization expense for the years ended December 31, 2018 and 2017 were $29,423 and $106,989, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities at December 31, 2018 and 2017 are summarized below (in thousands). 2018 2017 Professional fees $ 126 $ 209 Research and development costs 316 223 Litigation settlement — 6,450 Wages, bonuses and employee benefits 50 252 Royalties 211 626 Other 23 122 Total $ 726 $ 7,882 |
Deferred Revenues
Deferred Revenues | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenues | 9. Deferred Revenues We primarily generate revenue through licensing arrangements of our intellectual property. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s balance sheets. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current liabilities. Deferred revenue represents amounts received prior to revenue recognition. On October 3, 2017, CytRx entered into a Reimbursement Agreement with NantCell, Inc. whereby the Company agreed to reimburse them for payment obligations under certain of the contracts under the NantCell licensing agreement up to a maximum of $4.2 million plus one half of any amounts in excess thereof. Once all conditions of the agreement are met and no contingencies remain outstanding, the revenue will be recognized as licensing fee revenue. In 2017, CytRx recognized $6.9 million of deferred revenue from the NantCell licensing agreement. There was no deferred revenue in 2018. |
Term Loan
Term Loan | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Term Loan | 10. 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 (“Hercules”), pursuant to which the lenders made term loans to us on February 8, 2016 in the aggregate principal amount of $25 million (the “Term Loans”). The Term Loans bear interest at the daily variable rate per annum equal to 6.0% plus the prime rate, or 11.0%, whichever is greater. CytRx was required to make interest-only payments on the Term Loans through February 28, 2017, and beginning on March 1, 2017 blended equal monthly installments of principal amortization and accrued interest until the maturity date of the Term Loans on February 1, 2020. As security under their obligations, the Company issued to the lenders warrants to purchase a total of 105,691 shares of its common stock at an exercise price of $12.30. These warrants are classified as equity warrants with a fair value of $633,749. All outstanding principal and accrued interest on the term loans was paid in full on the maturity date of August 1, 2018. As a result of the NantCell exclusive licensing transaction, on July 28, 2017, CytRx entered into a First Amendment to Loan and Security Agreement with Hercules to amend its existing long-term loan facility (the “Loan Agreement”). The amendment provided for payment, on July 28, 2017, of $5.0 million in outstanding principal and unpaid interest due under the Loan Agreement, plus a $100,000 prepayment charge, and for repayment, on or prior to September 30, 2017, of an additional $5.0 million outstanding principal and unpaid interest due under the Loan Agreement, plus a second $100,000 prepayment charge. CytRx also agreed to an updated schedule of monthly payments and a new maturity date of August 1, 2018. Pursuant to the amendment, a portion of the warrants (representing 80% of the total number of shares issuable upon exercise of the warrants) was amended to change the exercise price of that portion of the warrants from $12.30 per share to $4.62 per share, which was calculated based upon the 30-day volume-weighted average price of our common stock over the 30-day period beginning 15 days before the July 28, 2017 announcement of the NantCell license transaction. CytRx evaluated the amended debt agreement under ASC 470 and determined it to be a modification and that in accordance with accounting guidance for debt modifications, the incremental fair value of the repriced warrants of $77,000 and the $200,000 fee paid to the lender was recorded as additional loan discount to be recognized using the interest method over the remaining life of the loan. December 31, 2018 December 31, 2017 Term Loan Principal $ — $ 9,986,362 End Fee Payable — 1,771,250 Issuance Cost/Loan Discount — (1,157,817 ) Term Loan, Net $ — $ 10,599,795 |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Warrant Liabilities [Abstract] | |
Warrant Liabilities | 11. Warrant Liabilities Liabilities measured at fair value on a recurring basis include warrant liabilities resulting from our equity financings. In accordance with ASC 815-40 , Derivatives and Hedging – Contracts in Entity’s Own Equity Equity-Based Payments to Non-Employees Year Ended December 31, 2018 2017 Risk-free interest rate — 1.53 % Expected dividend yield — 0 % Expected lives — 0.55 Expected volatility — 96.7 % Number of warrants classified as liabilities — 2,834,246 Gain on warrant liabilities $ 527,075 $ 1,367,777 The dividend yield assumption of zero is based upon the fact the Company has never paid cash dividends and presently has no intention of paying cash dividends. The risk-free interest rate used for each grant is equal to the U.S. Treasury rates in effect at the time of the grant for instruments with a similar expected life. The expected lives are based on the remaining contractual lives of the related warrants at the valuation date. The Company’s computation of expected volatility is based on the historical daily volatility of its publicly traded stock. In 2018, 3,287,585 warrants expired, of which 2,834,246 were classified as liabilities at December 31, 2017. There were no warrants classified as liabilities at December 31, 2018. In 2017, 1.2 million warrants expired, and 0.9 million warrants were exercised resulting in the issuance of 0.9 million shares of the Company’s common stock. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Commitments CytRx acquires assets still in development and CytRx enters into research and development arrangements with third parties that often require milestone and royalty payments to the third-party contingent upon the occurrence of certain future events linked to the success of the asset in development. Milestone payments may be required, up to an aggregate of $7.5 million, contingent upon the successful achievement of an important point in the development life-cycle of the pharmaceutical product (e.g., approval of the product for marketing by a regulatory agency). If required, CytRx may also have to make royalty payments, based upon a percentage of the sales of the pharmaceutical product. In respect of aldoxorubicin, it agreed to pay up to a maximum amount of approximately $18.3 million, payable in shares of its common stock, in the event that regulatory approval for marketing is obtained. These arrangements may be material individually, and in the unlikely event that milestones for multiple products covered by these arrangements were reached in the same period, the aggregate charge to expense could be material to the results of operations in any one period. In addition, these arrangements often give CytRx the discretion to unilaterally terminate development of the product, which would allow CytRx to avoid making the contingent payments; however, CytRx is unlikely to cease development if the compound successfully achieves clinical testing objectives. CytRx’s current contractual obligations that will require future cash payments are as follows (in thousands): Operating Leases (1) Employment Agreements (2) Total 2019 $ 416 $ 1,457 $ 1,873 2020 163 1,057 1,220 2021 — 1,057 1,057 2022 — — — 2023 — — — Thereafter — — — Total $ 579 $ 3,571 $ 4,150 (1) Operating leases are primarily facility lease related obligations, as well as equipment lease obligations with third party vendors. The Company recognized rent expenses of $276,450 and $271,332 in 2018 and 2017, respectively in the continuing operations. The Company recognized rent expenses of $136,684 and $148,774 in 2018 and 2017, respectively in the discontinued operations. (2) Employment agreements include management contracts which have been revised from time to time. The employment agreement for the Company’s executive officers provide for minimum salaries, which are adjusted annually at the discretion of the Company’s Compensation Committee, and in some cases provide for minimum annual bonuses and employee benefits, as well. New employment agreements for the Company’s other executive officers are usually entered into annually or biennially. Contingencies The Company applies the disclosure provisions of ASC 460, Guarantees During 2018, the Company resolved various shareholder derivative actions and a class action lawsuit that were pending against them (Note 5). The Company intends to vigorously defend against any complaints. CytRx has directors’ and officers’ liability insurance, which would be utilized in the defense of any such matters. The Company evaluates developments in legal proceedings and other matters on a quarterly basis. The Company records accruals for loss contingencies to the extent that the Company concludes that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. |
Equity Transactions
Equity Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Equity Transactions | 13. Equity Transactions On May 15, 2018, the Company issued 5.6 million of its common stock in a public offering and the Company received net proceeds of $6.5 million. As of December 31, 2017, the Company has reserved approximately 1.2 million of its authorized but unissued shares of common stock for future issuance pursuant to its employee stock option plans issued to employees and consultants. In December 2017, the Company issued an additional 12,268 fractional shares of its common stock as a result of is 1 to 6 reverse stock split and issued 387,597 shares in restricted common stock (see Note 14). In the second and third quarters of 2017, a total of 880,788 shares of the Company’s common stock were issued from the exercise of warrants and options. On July 27, 2017, the Company issued 1,969,697 shares of its common stock and 500,000 warrants to purchase common stock as part of an exclusive licensing agreement granted to NantCell, Inc. On May 2, 2017, the Company issued 5 million of its common stock in a public offering and the Company received net proceeds of $14 million. In the first quarter of 2017, the Company converted 518 shares of its Series B preferred stock in exchange for 1,233,334 shares of its common stock. |
Stock Options and Equity-Classi
Stock Options and Equity-Classified Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options and Equity-Classified Warrants | 14. Stock Options and Equity-Classified Warrants Stock Options The Company has a 2000 Long-Term Incentive Plan under which 233,334 shares of common stock were originally reserved for issuance. As of December 31, 2018, there were 15,207 shares subject to outstanding stock options. This plan expired on August 6, 2010, and thus no further shares are available for future grant under this plan. The Company also has a 2008 Stock Incentive Plan under which 5 million shares of common stock are reserved for issuance. As of December 31, 2018, there were approximately 2.5 million shares subject to outstanding stock options and approximately 0.8 million shares outstanding related to restricted stock grants issued from the 2008 Plan. This plan expired on November 20, 2018 and thus no further shares are available for future grant under this plan. The Company follows the provisions of ASC 718, Compensation-Stock Compensation, The fair value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model, based on the following assumptions: 2018 2017 Risk-free interest rate 2.42 % 2.04% - 2.35 % Expected volatility 92 % 86% - 92 % Expected lives (years) 6 6 - 10 Expected dividend yield 0.00 % 0.00 % The Company’s computation of expected volatility is based on the historical daily volatility of its publicly traded stock. For option grants issued during years ended December 31, 2018 and 2017, the Company used a calculated volatility for each grant. The Company lacks adequate information about the exercise behavior at this time and has determined the expected term assumption under the simplified method provided for under ASC 718, which averages the contractual term of the Company’s options of ten years with the average vesting term of three years for an average of six years. The dividend yield assumption of zero is based upon the fact the Company has never paid cash dividends and presently has no intention of paying cash dividends. The risk-free interest rate used for each grant is equal to the U.S. Treasury rates in effect at the time of the grant for instruments with a similar expected life. On January 1, 2017, the Company adopted ASU 2016-09 and made a policy election to recognize forfeitures as they occur. The adoption of ASU 2016-09 did not have a material impact to the Company’s financial condition or results of operations. No amounts relating to stock-based compensation have been capitalized. No amounts relating to employee stock-based compensation have been capitalized. At December 31, 2018, there remained approximately $0.4 million of unrecognized compensation expense related to unvested stock options granted to current employees and directors, to be recognized as expense over a weighted-average period of 0.84 years. Presented below is the Company’s stock option activity for employees and directors: Stock Options Weighted Average Exercise Price 2018 2017 2018 2017 Outstanding — beginning of year 2,492,179 2,813,280 $ 11.35 $ 14.14 Granted 1,667 591,369 1.89 1.87 Exercised — (19,213 ) — 2.58 Forfeited (275,085 ) (874,210 ) 7.64 13.11 Expired (27,935 ) (19,047 ) 31.87 56.88 Outstanding — end of year 2,190,835 2,492,179 11.55 11.35 Exercisable at end of year 1,887,387 1,701,445 $ 13.08 $ 14.85 Weighted average fair value of stock options granted during the year: $ 1.43 $ 1.47 For stock options paid in consideration of services rendered by non-employees, the Company recognizes 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 prior to performance, 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 Company recorded no expenses related to the issuance of stock options to certain consultants in exchange for services during 2018 and $422,000 for 2017. At December 31, 2018, there was no unrecognized compensation expense related to unvested non-employee stock options. Presented below is the Company’s non-employee stock option activity: Stock Options Weighted Average Exercise Price 2018 2017 2018 2017 Outstanding — beginning of year 373,333 100,000 $ 5.70 $ 16.41 Granted — 273,333 — 1.78 Exercised — — — — Expired/Forfeited (8,333 ) — 14.70 — Outstanding — end of year 365,000 373,333 5.49 5.70 Exercisable at end of year 365,000 373,333 $ 5.49 $ 5.70 Weighted average fair value of stock options granted during the year: $ — $ 1.54 The fair value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model, based on the following assumptions: 2018 2017 Risk-free interest rate — 2.30% - 2.35 % Expected volatility — 92.00 % Expected lives (years) — 10 Expected dividend yield — — The following table summarizes significant ranges of outstanding stock options under the two plans at December 31, 2018: Range of Exercise Prices Number of Options Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of Options Exercisable Weighted Average Contractual Life Weighted Average Exercise Price $0.77 — 5.00 1,212,182 8.58 $ 2.14 908,734 8.56 $ 2.18 $5.01 — 11.00 165,835 3.94 10.98 165,835 3.94 10.98 $11.01 — 15.00 678,552 6.30 13.90 678,552 6.30 13.90 $15.01 — 98.28 499,266 4.72 26.97 499,266 4.72 26.97 2,555,835 6.92 $ 10.69 2,252,387 6.69 $ 11.85 There was no aggregate intrinsic value to the outstanding options, options vested, and options exercised during 2018. The following table sets forth the total stock-based compensation expense resulting from stock options included in the Company’s Statements of Operations: Years Ended December 31, 2018 2017 Research and development – employee $ 95,485 $ 549,315 General and administrative – employee 989,154 1,909,729 Total employee stock-based compensation $ 1,084,639 $ 2,459,044 Research and development – non-employee $ — $ 11,600 General and administrative – non-employee — 410,400 Total non-employee stock-based compensation $ — $ 422,000 Restricted Stock No restricted stock was granted in 2018. In December 2017, the Company granted to Steven Kriegsman, Chief Executive Officer, 387,597 shares of restricted common stock, pursuant to the 2008 Plan. This restricted stock vests in equal annual instalments over three years. The fair value of the restricted stock is based on the market price of the Company’s shares on the grant date less the par value received as consideration. The fair value of the restricted stock on the grant date was $679,000. In December 2016, the Company granted to Steven Kriegsman, Chief Executive Officer, 387,597 shares of restricted common stock, pursuant to the 2008 Plan. This restricted stock vests in equal annual instalments over three years. The fair value of the restricted stock is based on the market price of the Company’s shares on the grant date less the par value received as consideration. The fair value of the restricted stock on the grant date was $1,000,000. The Company recorded an employee stock-based compensation expense for restricted stock of approximately $559,000 and $344,000 for the years ended December 31, 2018 and 2017, respectively. Equity-Classified Warrants In July 2017, pursuant to a Loan amendment (see Note 9), a portion of the warrants (representing 80% of the total number of shares issuable upon exercise of the warrants) was amended to change the exercise price of 84,554 warrants to $12.30 per share from $4.62 per share. In July 2017, the Company issued 500,000 warrants to purchase common stock as part of an exclusive licensing agreement granted to NantCell, Inc. In December 2016, the Company issued to a consultant an eighteen-month contingent warrant to purchase 333,334 shares of common stock at an exercise price of $4.20. No expense was recorded due to the performance contingent nature of the warrants. In February 2016, in connection with a loan and security agreement with Hercules Technology Growth Capital, Inc. and Hercules Technology III, L.P. (“lenders”) (see Note 9), the Company issued to the lenders warrants to purchase a total of 105,691 shares of our common stock at an exercise price of $12.30. These warrants had a fair value of $633,749 on the date of issuance and were recorded as a loan discount. In February 2016, the Company also issued a warrant to a consultant to purchase 83,334 shares of our common stock at an exercise price of $10.44. These warrants fully-vested in February 2018. The warrant expense in 2018 and 2017, recognized as non-employee stock-based compensation expenses, was $41,865 and $157,797, respectively. A summary of the Company’s warrant activity and related information for the years ended December 31 are shown below. Warrants Weighted Average Exercise Price 2018 2017 2018 2017 Outstanding — beginning of year 3,980,781 5,417,155 $ 4.92 $ 4.08 Granted — 584,554 — 6.31 Exercised — (861,581 ) — 3.66 Forfeited — — — — Expired (3,287,585 ) (1,159,347 ) 3.65 4.92 Outstanding — end of year 693,916 3,980,781 7.16 4.92 Exercisable at end of year 693,916 3,626,613 $ 7.16 $ 4.23 Weighted average fair value of warrants granted during the year: $ — $ 1.65 The following table summarizes additional information concerning warrants outstanding and exercisable at December 31, 2018: Warrants Outstanding Range of Exercise Prices Number of Shares Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of Warrants Exercisable Weighted Average Contractual Life Weighted Average Exercise Price $3.00 — 6.00 84,554 2.10 $ 4.62 84,554 2.10 $ 4.62 $6.01 — 9.00 500,000 0.07 6.60 500,000 0.07 6.60 $9.01 — 12.00 83,335 2.11 10.44 83,335 2.11 10.44 $12.01 — 33.60 25,307 2.61 15.81 25,307 2.61 15.81 693,196 0.66 $ 7.16 693,916 0.66 $ 7.16 |
Stockholder Protection Rights P
Stockholder Protection Rights Plan | 12 Months Ended |
Dec. 31, 2018 | |
Stockholder Protection Rights Plan [Abstract] | |
Stockholder Protection Rights Plan | 15. Stockholder Protection Rights Plan Effective April 16, 1997, the Company’s board of directors declared a distribution of one right (“Rights”) for each outstanding share of the Company’s common stock to stockholders of record at the close of business on May 15, 1997 and for each share of common stock issued by the Company thereafter and prior to a Flip-in Date (as defined below). Each Right entitles the registered holder to purchase from the Company one-ten thousandth (1/10,000th) of a share of Series A Junior Participating Preferred Stock, at an exercise price of $30. The Rights are generally not exercisable until 10 business days after an announcement by the Company that a person or group of affiliated persons (an “Acquiring Person”) has acquired beneficial ownership of 15% or more of the Company’s then outstanding shares of common stock (a “Flip-in Date”). In the event the Rights become exercisable as a result of the acquisition of shares, each Right will enable the owner, other than the Acquiring Person, to purchase at the Right’s then-current exercise price a number of shares of common stock with a market value equal to twice the exercise price. In addition, unless the Acquiring Person owns more than 50% of the outstanding shares of common stock, the Board of Directors may elect to exchange all outstanding Rights (other than those owned by such Acquiring Person) at an exchange ratio of one share of common stock per Right. All Rights that are owned by any person on or after the date such person becomes an Acquiring Person will be null and void. The Rights have been distributed to protect the Company’s stockholders from coercive or abusive takeover tactics and to give the Board of Directors more negotiating leverage in dealing with prospective acquirers. In July 2016, the Company extended the stockholder rights plan through April 2022. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income Taxes At December 31, 2018, the Company had federal and state net operating loss carryforwards of $323.4 million and $248.3 million, respectively, available to offset against future taxable income, which expire in 2019 through 2038. As a result of a change in-control that occurred in the CytRx shareholder base, approximately $74.5 million in federal net operating loss carryforwards became substantially limited in their annual availability. Management currently believes that the remaining $248.3 million in federal net operating loss carryforwards, and the $248.3 million in state net operating loss carryforwards, are unrestricted. As of December 31, 2018, CytRx also had research and development tax credits for federal and state purposes of approximately $16.0 million and $22.0 million, respectively, available for offset against future income taxes, which expire in 2023 through 2038. Based on an assessment of all available evidence including, but not limited to, the Company’s limited operating history in its core business and lack of profitability, uncertainties of the commercial viability of its technology, the impact of government regulation and healthcare reform initiatives, and other risks normally associated with biotechnology companies, the Company has concluded that it is more likely than not that these net operating loss carryforwards and credits will not be realized and, as a result, a 100% deferred tax valuation allowance has been recorded against these assets. Deferred income taxes reflect the net effect of temporary differences between the financial reporting carrying amounts of assets and liabilities and income tax carrying amounts of assets and liabilities. The components of the Company’s deferred tax assets and liabilities, all of which are long-term, are as follows (in thousands): December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 69,619 $ 66,251 Tax credit carryforwards 33,348 33,899 Equipment, furnishings and other 4,523 4,909 Total deferred tax assets 107,490 105,059 Deferred tax liabilities — — Net deferred tax assets 107,490 105,059 Valuation allowance (107,490 ) (105,059 ) $ — $ — For all years presented, the Company did not recognize any deferred tax assets or liabilities. The net change in valuation allowance for the years ended December 31, 2018 and 2017 was $2.4 million and $60.2 million, respectively. The provision for income taxes differs from the provision computed by applying the Federal statutory rate to net loss before income taxes as follows (in thousands): Years ended December 31, 2018 2017 Federal benefit at statutory rate $ (1,907 ) $ (10,352 ) State income taxes, net of Federal taxes (657 ) (1,809 ) State credits (112 ) (506 ) Warrant liabilities (111 ) (465 ) Other permanent differences 12 14 Provision related to change in valuation allowance (1,415 ) (60,629 ) Federal rate adjustment — 25,762 NQ Options — 47 Current year tax credit — (665 ) NOL Adjustments — 45,521 Termination/Cancellation of Equity Compensation Awards 695 2,998 Return to provision 664 84 Other, net 2 3 $ 1 $ 4 There have been no changes to the Company’s liability for unrecognized tax benefits during the year ended December 31, 2018. The Company files income tax returns in the U.S. Federal jurisdiction and various state jurisdictions. As of the year ended December 31, 2018, the tax returns for 2014 through 2018 remain open to examination by the Internal Revenue Service and various state tax authorities. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of the date of adoption of ASC 740 and the years ended December 31, 2018 and 2017, the Company had accrued no interest or penalties related to uncertain tax positions. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS For the Years Ended December 31, 2018 and 2017 Additions Description Balance at Beginning of Year Charged to Costs and Expenses Charged to Other Accounts Deductions Balance at End of Year Reserve Deducted in the Consolidated Balance Sheet from the Asset to Which it Applies: Allowance for Deferred Tax Assets Year ended December 31, 2018 $ 105,059,000 — $ 2,431,000 — $ 107,490,000 Year ended December 31, 2017 $ 165,210,000 $ — $ (60,151,000 ) $ — $ 105,059,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation |
Revenue Recognition | Revenue Recognition |
Cash Equivalents | Cash Equivalents |
Equipment and Furnishings | Equipment and Furnishings |
Fair Value Measurements | Fair Value Measurements 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 table summarizes fair value measurements by level at December 31, 2018 for assets and liabilities measured at fair value on a recurring basis: (In thousands) Level I Level II Level III Total Cash equivalents $ 19,731 $ — $ — $ 19,731 Warrant liabilities — — — — The following table summarizes fair value measurements by level at December 31, 2017 for assets and liabilities measured at fair value on a recurring basis: (In thousands) Level I Level II Level III Total Cash equivalents $ 35,834 $ — $ — $ 35,834 Warrant liabilities — — (527 ) (527 ) There were no transfers between Levels I, II and III during 2018 or 2017. The changes in carrying amounts of the warrant liability for the years ended December 31, 2018 and 2017 were as follows: (In thousands) 2018 2017 Beginning balance $ 527 $ 3,789 Issued — — Exercised (1,895 ) Net changes in valuation (527 ) (1,367 ) Ending balance $ — $ 527 Liabilities measured at fair market value on a recurring basis include warrant liabilities resulting from recent debt and equity financing. In accordance with ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity Equity-Based Payments to Non-Employees Warrant Liabilities The Company considers carrying amounts of accounts receivable, accounts payable, accrued expenses and term loan, net to approximate fair value due to the short-term nature of these financial instruments. |
Patents and Patent Application Costs | Patents and Patent Application Costs |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share |
Warrant Liabilities | Warrant Liabilities |
Stock-based Compensation | Stock-based Compensation For stock options and stock warrants paid in consideration of services rendered by non-employees, the Company recognizes compensation expense in accordance with the requirements of ASC 505-50 , Equity , |
Research and Development Expenses | Research and Development Expenses |
Clinical Trial Expenses | Clinical Trial Expenses |
Income Taxes | Income Taxes Income Taxes, (“ASC 740” The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the taxing authorities based on the technical merits of the position. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expenses. |
Concentrations of Risks | Concentrations of Risks |
Use of Estimates | Use of Estimates |
Recent Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncement Revenue from Contracts with Customers The guidance provides for a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of the time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Under the new standard the NantCell Licensing Agreement, which was determined to be a functional license agreement, as the underlying intellectual property had standalone functionality, was recognizable in 2017 when NantCell obtained the right to use the intellectual property. The subsequent Reimbursement Agreement was determined to be a contract modification that introduced variable contra revenue for the Company’s reimbursement obligations. In accordance with ASC 606, management estimated its obligations under the Reimbursement Agreement to be $3.2 million which is recognized as a contract liability at the time of revenue recognition. These costs were previously recognized as research and development expense in 2017 in accordance with prior accounting standards. This contract liability was reduced to $0.3 million as of January 1, 2018 as a result of costs incurred under the Reimbursement Agreement. This amount was further reduced to $50,000 as of December 31, 2018. Additionally, CytRx is eligible to receive tiered high single to low double-digit royalties on product sales. The royalty term is determined on a licensed-product-by-licensed-product and country-by-country basis and begins on the first commercial sale of a licensed product in a country and ends on the expiration of the last to expire of specified patents or regulatory exclusivity covering such licensed product in such country or, with a customary royalty reduction, ten years after the first commercial sale if there is no such exclusivity. These revenues will be recognized when earned. In January 2016, the FASB issued Accounting Standards Update 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities Recent Accounting Pronouncements In June 2018, the FASB issued ASU 2018-07: Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This ASU expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from non-employees, and as a result, the accounting for share-based payments to non-employees will be substantially aligned. ASU 2018-07 is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year, early adoption is permitted but no earlier than an entity’s adoption date of Topic 606. The Company is currently evaluating the impact this new guidance will have on our consolidated financial statements and related disclosures. In February 2018, the FASB issued a new standard that would permit entities to make a one-time reclassification from accumulated other comprehensive income (AOCI) to retained earnings for the stranded tax effects resulting from the newly enacted corporate tax rates under the Tax Cuts and Jobs Act (the “Act”), effective for the year ended December 31, 2017. The amount of the reclassification is calculated on the basis of the difference between the historical tax rate and newly enacted tax rate. The standard is effective for interim and annual periods beginning after December 15, 2018 with early adoption permitted. We do not believe that the adoption of this guidance will have a material impact on our consolidated financial statements. In January 2017, the FASB issued an ASU entitled “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” The objective of the ASU is to simplify how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. We do not believe that the adoption of this guidance will have a material impact on our financial statements In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which requires companies to recognize all leases as assets and liabilities on the consolidated balance sheet. This ASU retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the current accounting literature. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model in Topic 842, the effect of leases in a statement of operations and a statement of cash flows is largely unchanged from previous GAAP. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Earlier application is permitted. As a result of the implementation of this ASU, we recognized lease assets of approximately $0.5 million, offset by a lease liability. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value Measurements by Level for Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table summarizes fair value measurements by level at December 31, 2018 for assets and liabilities measured at fair value on a recurring basis: (In thousands) Level I Level II Level III Total Cash equivalents $ 19,731 $ — $ — $ 19,731 Warrant liabilities — — — — The following table summarizes fair value measurements by level at December 31, 2017 for assets and liabilities measured at fair value on a recurring basis: (In thousands) Level I Level II Level III Total Cash equivalents $ 35,834 $ — $ — $ 35,834 Warrant liabilities — — (527 ) (527 ) |
Schedule of Changes in Carrying Amounts of Warrant Liabilities | The changes in carrying amounts of the warrant liability for the years ended December 31, 2018 and 2017 were as follows: (In thousands) 2018 2017 Beginning balance $ 527 $ 3,789 Issued — — Exercised (1,895 ) Net changes in valuation (527 ) (1,367 ) Ending balance $ — $ 527 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | The results of these discontinued operations are presented separately on the Company’s Consolidated Statement of Operations. Years Ended December 31, 2018 2017 Current assets held for sale $ 81,182 $ 169,989 Equipment and furnishings, net $ 313,452 $ 971,426 Deposit 11,401 11,401 Non-current assets held for sale $ 324,853 $ 982,827 Accounts payable $ 323,736 $ 56,019 Accrued expenses and other current liabilities 278,977 147,508 Current liabilities for sale $ 602,713 $ 203,527 Research and development $ 2,869,037 $ 3,769,369 Loss on impairment of equipment and furnishings 207,662 — Employee stock option expense 95,485 223,015 Other income 2,519 23,320 Depreciation expense 459,506 522,323 Loss from discontinued operations $ 3,634,209 $ 4,538,027 |
Equipment and Furnishings (Tabl
Equipment and Furnishings (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Equipment and Furnishings | Equipment and furnishings at December 31, 2018 and 2017 consist of the following (in thousands): 2018 2017 Equipment and furnishings $ 135 $ 139 Less — accumulated depreciation (91 ) (68 ) Equipment and furnishings, net $ 44 $ 71 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities at December 31, 2018 and 2017 are summarized below (in thousands). 2018 2017 Professional fees $ 126 $ 209 Research and development costs 316 223 Litigation settlement — 6,450 Wages, bonuses and employee benefits 50 252 Royalties 211 626 Other 23 122 Total $ 726 $ 7,882 |
Term Loan (Tables)
Term Loan (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Term Loan | December 31, 2018 December 31, 2017 Term Loan Principal $ — $ 9,986,362 End Fee Payable — 1,771,250 Issuance Cost/Loan Discount — (1,157,817 Term Loan, Net $ — $ 10,599,795 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Warrant Liabilities [Abstract] | |
Schedule of Weighted-average Assumptions | The following reflects the weighted-average assumptions for each of the periods indicated: Year Ended December 31, 2018 2017 Risk-free interest rate — 1.53 % Expected dividend yield — 0 % Expected lives — 0.55 Expected volatility — 96.7 % Number of warrants classified as liabilities — 2,834,246 Gain on warrant liabilities $ 527,075 $ 1,367,777 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Current Contractual Obligations | CytRx’s current contractual obligations that will require future cash payments are as follows (in thousands): Operating Leases (1) Employment Agreements (2) Total 2019 $ 416 $ 1,457 $ 1,873 2020 163 1,057 1,220 2021 — 1,057 1,057 2022 — — — 2023 — — — Thereafter — — — Total $ 579 $ 3,571 $ 4,150 (1) Operating leases are primarily facility lease related obligations, as well as equipment lease obligations with third party vendors. The Company recognized rent expenses of $276,450 and $271,332 in 2018 and 2017, respectively in the continuing operations. The Company recognized rent expenses of $136,684 and $148,774 in 2018 and 2017, respectively in the discontinued operations. (2) Employment agreements include management contracts which have been revised from time to time. The employment agreement for the Company’s executive officers provide for minimum salaries, which are adjusted annually at the discretion of the Company’s Compensation Committee, and in some cases provide for minimum annual bonuses and employee benefits, as well. New employment agreements for the Company’s other executive officers are usually entered into annually or biennially. |
Stock Options and Equity-Clas_2
Stock Options and Equity-Classified Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Schedule of Share-based Payment Award, Fair Value of the Stock Options Granted, Assumptions | The fair value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model, based on the following assumptions: 2018 2017 Risk-free interest rate 2.42 % 2.04% - 2.35 % Expected volatility 92 % 86% - 92 % Expected lives (years) 6 6 - 10 Expected dividend yield 0.00 % 0.00 % |
Schedule of Ranges of Stock Options | The following table summarizes significant ranges of outstanding stock options under the two plans at December 31, 2018: Range of Exercise Prices Number of Options Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of Options Exercisable Weighted Average Contractual Life Weighted Average Exercise Price $0.77 — 5.00 1,212,182 8.58 $ 2.14 908,734 8.56 $ 2.18 $5.01 — 11.00 165,835 3.94 10.98 165,835 3.94 10.98 $11.01 — 15.00 678,552 6.30 13.90 678,552 6.30 13.90 $15.01 — 98.28 499,266 4.72 26.97 499,266 4.72 26.97 2,555,835 6.92 $ 10.69 2,252,387 6.69 $ 11.85 |
Schedule of Total Stock-based Compensation Expense from Stock Options | The following table sets forth the total stock-based compensation expense resulting from stock options included in the Company’s Statements of Operations: Years Ended December 31, 2018 2017 Research and development – employee $ 95,485 $ 549,315 General and administrative – employee 989,154 1,909,729 Total employee stock-based compensation $ 1,084,639 $ 2,459,044 Research and development – non-employee $ — $ 11,600 General and administrative – non-employee — 410,400 Total non-employee stock-based compensation $ — $ 422,000 |
Schedule of Warrants Activity and Related Information | A summary of the Company’s warrant activity and related information for the years ended December 31 are shown below. Warrants Weighted Average Exercise Price 2018 2017 2018 2017 Outstanding — beginning of year 3,980,781 5,417,155 $ 4.92 $ 4.08 Granted — 584,554 — 6.31 Exercised — (861,581 ) — 3.66 Forfeited — — — — Expired (3,287,585 ) (1,159,347 ) 3.65 4.92 Outstanding — end of year 693,916 3,980,781 7.16 4.92 Exercisable at end of year 693,916 3,626,613 $ 7.16 $ 4.23 Weighted average fair value of warrants granted during the year: $ — $ 1.65 |
Warrants [Member] | |
Schedule of Ranges of Warrants | The following table summarizes additional information concerning warrants outstanding and exercisable at December 31, 2018: Warrants Outstanding Range of Exercise Prices Number of Shares Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of Warrants Exercisable Weighted Average Contractual Life Weighted Average Exercise Price $3.00 — 6.00 84,554 2.10 $ 4.62 84,554 2.10 $ 4.62 $6.01 — 9.00 500,000 0.07 6.60 500,000 0.07 6.60 $9.01 — 12.00 83,335 2.11 10.44 83,335 2.11 10.44 $12.01 — 33.60 25,307 2.61 15.81 25,307 2.61 15.81 693,196 0.66 $ 7.16 693,916 0.66 $ 7.16 |
Employees and Directors [Member] | |
Schedule of Share-based Compensation, Stock Options, Activity | At December 31, 2018, there remained approximately $0.4 million of unrecognized compensation expense related to unvested stock options granted to current employees and directors, to be recognized as expense over a weighted-average period of 0.84 years. Presented below is the Company’s stock option activity for employees and directors: Stock Options Weighted Average Exercise Price 2018 2017 2018 2017 Outstanding — beginning of year 2,492,179 2,813,280 $ 11.35 $ 14.14 Granted 1,667 591,369 1.89 1.87 Exercised — (19,213 ) — 2.58 Forfeited (275,085 ) (874,210 ) 7.64 13.11 Expired (27,935 ) (19,047 ) 31.87 56.88 Outstanding — end of year 2,190,835 2,492,179 11.55 11.35 Exercisable at end of year 1,887,387 1,701,445 $ 13.08 $ 14.85 Weighted average fair value of stock options granted during the year: $ 1.43 $ 1.47 |
Non Employee [Member] | |
Schedule of Share-based Payment Award, Fair Value of the Stock Options Granted, Assumptions | The fair value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model, based on the following assumptions: 2018 2017 Risk-free interest rate — 2.30% - 2.35 % Expected volatility — 92.00 % Expected lives (years) — 10 Expected dividend yield — — |
Schedule of Share-based Compensation, Stock Options, Activity | At December 31, 2018, there was no unrecognized compensation expense related to unvested non-employee stock options. Presented below is the Company’s non-employee stock option activity: Stock Options Weighted Average Exercise Price 2018 2017 2018 2017 Outstanding — beginning of year 373,333 100,000 $ 5.70 $ 16.41 Granted — 273,333 — 1.78 Exercised — — — — Expired/Forfeited (8,333 ) — 14.70 — Outstanding — end of year 365,000 373,333 5.49 5.70 Exercisable at end of year 365,000 373,333 $ 5.49 $ 5.70 Weighted average fair value of stock options granted during the year: $ — $ 1.54 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s deferred tax assets and liabilities, all of which are long-term, are as follows (in thousands): December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 69,619 $ 66,251 Tax credit carryforwards 33,348 33,899 Equipment, furnishings and other 4,523 4,909 Total deferred tax assets 107,490 105,059 Deferred tax liabilities — — Net deferred tax assets 107,490 105,059 Valuation allowance (107,490 ) (105,059 ) $ — $ — |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes differs from the provision computed by applying the Federal statutory rate to net loss before income taxes as follows (in thousands): Years ended December 31, 2018 2017 Federal benefit at statutory rate $ (1,907 ) $ (10,352 ) State income taxes, net of Federal taxes (657 ) (1,809 ) State credits (112 ) (506 ) Warrant liabilities (111 ) (465 ) Other permanent differences 12 14 Provision related to change in valuation allowance (1,415 ) (60,629 ) Federal rate adjustment — 25,762 NQ Options — 47 Current year tax credit — (665 ) NOL Adjustments — 45,521 Termination/Cancellation of Equity Compensation Awards 695 2,998 Return to provision 664 84 Other, net 2 3 $ 1 $ 4 |
Nature of Business (Details Nar
Nature of Business (Details Narrative) - USD ($) | Jul. 27, 2017 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2011 | Jun. 01, 2018 | Dec. 31, 2016 |
Percentage of service charge | 5.00% | ||||||
Cash investment | $ 13,000,000 | ||||||
Investment in common stock per share | $ 6.60 | ||||||
Common stock market price premium percentage | 92.00% | ||||||
Number of warrants issued to purchase shares of common stock | 500,000 | ||||||
Warrants exercise price per share | $ 6.60 | $ 30 | |||||
Warrant expiration | Jan. 26, 2019 | ||||||
Fee contingent payments entitled to be received under license agreement | $ 343,000,000 | $ 250,000 | |||||
Cash and cash equivalents | $ 21,373,273 | $ 37,497,691 | $ 56,717,401 | ||||
Currently projected expenditures | $ 1,988 | ||||||
Other General and Administrative Expenses [Member] | |||||||
Projected expenditures for clinical programs | 6,700,000 | ||||||
2019 and First Quarter Of 2020 [Member] | |||||||
Currently projected expenditures | 7,500,000 | ||||||
EMA [Member] | |||||||
Payments for milestone | 4,000,000 | ||||||
FDA [Member] | |||||||
Payments for milestone | 6,000,000 | ||||||
Orphazyme A/S [Member] | |||||||
Fee contingent payments entitled to be received under license agreement | $ 120,000,000 | ||||||
Freiburg labFreiburg Lab [Member] | |||||||
Projected expenditures for clinical programs | $ 800,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Jan. 02, 2018 | |
Impairment loss of assets | $ 200,000 | ||
Potentially dilutive shares excluded from computation of diluted net income (loss) | 3,200,000 | 7,600,000 | |
Accounting Standards Update 2014-09 [Member] | |||
Cumulative effect adjustment | $ 6,700,000 | ||
Accounting Standards Update 2014-09 [Member] | Reimbursement Agreement [Member] | |||
Reduction in contract liability | $ 50,000 | $ 300,000 | |
Accounting Standards Update 2016-02 [Member] | |||
Recognized lease assets | $ 500,000 | ||
Minimum [Member] | |||
Useful life of assets | 3 years | ||
Maximum [Member] | |||
Useful life of assets | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Fair Value Measurements by Level for Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Cash equivalents | $ 19,731,000 | $ 35,834,000 |
Warrant liabilities | (527,000) | |
Fair Value, Inputs, Level 1 [Member] | Recurring [Member] | ||
Cash equivalents | 19,731,000 | 35,834,000 |
Warrant liabilities | ||
Fair Value, Inputs, Level 2 [Member] | Recurring [Member] | ||
Cash equivalents | ||
Warrant liabilities | ||
Fair Value, Inputs, Level 3 [Member] | Recurring [Member] | ||
Cash equivalents | ||
Warrant liabilities | $ (527,000) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Changes in Carrying Amounts of Warrant Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Beginning balance | $ 527,025 | $ 3,789,000 |
Issued | ||
Exercised | (1,895,000) | |
Net changes in valuation | (527,025) | (1,367,000) |
Ending balance | $ 527,025 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) | 12 Months Ended | ||
Dec. 31, 2018USD ($) | Dec. 31, 2018EUR (€) | Dec. 31, 2017USD ($) | |
Lease expiration date | Sep. 30, 2020 | Sep. 30, 2020 | |
Lease, cost | $ 11,377 | ||
Written down on assets held for sale | 200,000 | ||
Assets held for sale | $ 324,853 | $ 982,827 | |
Euro [Member] | |||
Lease, cost | € | € 10,070 |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Current assets held for sale | $ 81,182 | $ 169,989 |
Equipment and furnishings, net | 313,451 | 971,426 |
Deposit | 11,401 | 11,401 |
Non-current assets held for sale | 324,853 | 982,827 |
Accounts payable | 323,736 | 56,019 |
Accrued expenses and other current liabilities | 278,977 | 147,508 |
Current liabilities for sale | 602,713 | 203,527 |
Research and development | 2,869,037 | 2,869,037 |
Loss on impairment of equipment and furnishings | 207,662 | |
Employee stock option expense | 95,485 | 223,015 |
Other income | 2,519 | 23,320 |
Depreciation expense | 459,506 | 522,323 |
Loss from discontinued operations | $ 3,634,209 | $ 4,538,027 |
Foreign Currency Remeasurement
Foreign Currency Remeasurement (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Foreign Currency [Abstract] | ||
Loss on foreign currency translation adjustment | $ 2,500 | $ 23,000 |
Receivables (Details Narrative)
Receivables (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Receivables [Abstract] | ||
Receivables | $ 148,527 | $ 7,504,756 |
Recoverable legal costs | 100,000 | 1,700,000 |
Recoverable legal settlements | $ 0 | $ 5,800,000 |
Prepaid and Other Assets (Detai
Prepaid and Other Assets (Details Narrative) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Prepaid Expense and Other Assets [Abstract] | ||
Prepaid and other assets | $ 913,162 | $ 1,914,077 |
Equipment and Furnishings (Deta
Equipment and Furnishings (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization | $ 29,423 | $ 106,989 |
Equipment and Furnishings - Sch
Equipment and Furnishings - Schedule of Equipment and Furnishings (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Abstract] | ||
Equipment and furnishings | $ 135,000 | $ 139,000 |
Less - accumulated depreciation | (91,000) | (68,000) |
Equipment and furnishings, net | $ 44,326 | $ 71,466 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Professional fees | $ 126,000 | $ 209,000 |
Research and development costs | 316,000 | 223,000 |
Litigation settlement | 6,450,000 | |
Wages, bonuses and employee benefits | 50,000 | 252,000 |
Royalties | 211,000 | 626,000 |
Other | 23,000 | 122,000 |
Total | $ 726,191 | $ 7,881,766 |
Deferred Revenues (Details Narr
Deferred Revenues (Details Narrative) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 03, 2017 |
Deferred revenue | |||
NantCell, Inc [Member] | |||
Deferred revenue | $ 6,900,000 | ||
NantCell, Inc [Member] | Maximum [Member] | |||
Deferred revenue | $ 4,200,000 |
Term Loan (Details Narrative)
Term Loan (Details Narrative) - USD ($) | Jul. 28, 2017 | Jul. 28, 2017 | Feb. 08, 2016 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 27, 2017 | Dec. 31, 2016 |
Number of warrants issued | 500,000 | |||||||
Warrants exercise price | $ 30 | $ 6.60 | ||||||
Debt instrument, repayment of principal and unpaid interest | $ 9,986,362 | $ 15,013,638 | ||||||
Interest expense | $ 1,715,733 | $ 3,831,211 | ||||||
Warrants [Member] | ||||||||
Number of warrants issued | 333,334 | |||||||
Warrants exercise price | $ 4.20 | |||||||
Hercules Technology Growth Capital, Inc. and Hercules Technology III, L.P. [Member] | ||||||||
Aggregate principal amount | $ 25,000,000 | |||||||
Debt instrument, interest rate | 11.00% | |||||||
Debt instrument, description | The Term Loans bear interest at the daily variable rate per annum equal to 6.0% plus the prime rate, or 11.0%, whichever is greater. CytRx was required to make interest-only payments on the Term Loans through February 28, 2017, and beginning on March 1, 2017 blended equal monthly installments of principal amortization and accrued interest until the maturity date of the Term Loans on February 1, 2020. | |||||||
Debt instrument, maturity date | Aug. 1, 2018 | |||||||
Number of days to calculate volume-weighted average price of common stock | 30 days | |||||||
Warrants repriced in connection with the sale of licenses | $ 77,000 | |||||||
Additional loan discount | $ 200,000 | |||||||
Hercules Technology Growth Capital, Inc. and Hercules Technology III, L.P. [Member] | Loan Agreement [Member] | ||||||||
Debt instrument, repayment of principal and unpaid interest | $ 5,000,000 | $ 5,000,000 | ||||||
Prepayment charge | $ 100,000 | |||||||
Second prepayment charge | $ 100,000 | |||||||
Maturity date of amended loan servicing agreement | Aug. 1, 2018 | |||||||
Percentage of stock issuable upon exercise of the warrants | 80.00% | |||||||
Hercules Technology Growth Capital, Inc. and Hercules Technology III, L.P. [Member] | Warrants [Member] | ||||||||
Number of warrants issued | 105,691 | |||||||
Warrants exercise price | $ 12.30 | |||||||
Fair value of warrants classified as equity warrants | $ 633,749 | |||||||
Warrant, exercise price, increase | $ 12.30 | |||||||
Warrant, exercise price, decrease | $ 4.62 | |||||||
Hercules Technology Growth Capital, Inc. and Hercules Technology III, L.P. [Member] | Prime Rate [Member] | ||||||||
Debt instrument, basis spread on variable rate | 6.00% |
Term Loan - Schedule of Term Lo
Term Loan - Schedule of Term Loan (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Term Loan Principal | $ 9,986,362 | |
End Fee Payable | 1,771,250 | |
Issuance Cost/Loan Discount | (1,157,817) | |
Term Loan, Net | $ 10,599,795 |
Warrant Liabilities (Details Na
Warrant Liabilities (Details Narrative) - shares | May 15, 2018 | Jul. 27, 2017 | May 02, 2017 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Number of common stock issued | 5,600,000 | 1,969,697 | 5,000,000 | 12,268 | 880,788 | ||
Warrants [Member] | |||||||
Warrants expired | 3,287,585 | 1,200,000 | |||||
Number of warrants classified as liabilities | 2,834,246 | ||||||
Warrants exercised | 900,000 | ||||||
Number of common stock issued | 900,000 |
Warrant Liabilities - Schedule
Warrant Liabilities - Schedule of Weighted-average Assumptions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Risk-free interest rate | 2.42% | |
Expected dividend yield | 0.00% | 0.00% |
Expected lives | 6 years | |
Expected volatility | 92.00% | |
Gain on warrant liabilities | $ 527,025 | $ 1,367,777 |
Warrants [Member] | ||
Risk-free interest rate | 1.53% | |
Expected dividend yield | 0.00% | |
Expected lives | 0 years | 6 months 18 days |
Expected volatility | 96.70% | |
Number of warrants classified as liabilities | 2,834,246 | |
Gain on warrant liabilities | $ 527,025 | $ 1,367,777 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Amount of milestone payment payable | $ 7,500,000 | |
Issuance of common stock value | 33,637 | $ 28,037 |
Aldoxorubicin [Member] | ||
Issuance of common stock value | $ 18,300,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Current Contractual Obligations (Details) | Dec. 31, 2018USD ($) | |
2019 | $ 1,873 | |
2020 | 1,220 | |
2021 | 1,057 | |
2022 | ||
2023 | ||
Thereafter | ||
Total | 4,150 | |
Operating Lease [Member] | ||
2019 | 416 | [1] |
2020 | 163 | [1] |
2021 | [1] | |
2022 | [1] | |
2023 | [1] | |
Thereafter | [1] | |
Total | 579 | [1] |
Employment Agreements [Member] | ||
2019 | 1,457 | [2] |
2020 | 1,057 | [2] |
2021 | 1,057 | [2] |
2022 | [2] | |
2023 | [2] | |
Thereafter | [2] | |
Total | $ 3,571 | [2] |
[1] | Operating leases are primarily facility lease related obligations, as well as equipment lease obligations with third party vendors. The Company recognized rent expenses of $276,450 and $271,332 in 2018 and 2017, respectively in the continuing operations. The Company recognized rent expenses of $136,684 and $148,774 in 2018 and 2017, respectively in the discontinued operations. | |
[2] | Employment agreements include management contracts which have been revised from time to time. The employment agreement for the Company's executive officers provide for minimum salaries, which are adjusted annually at the discretion of the Company's Compensation Committee, and in some cases provide for minimum annual bonuses and employee benefits, as well. New employment agreements for the Company's other executive officers are usually entered into annually or biennially. |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Current Contractual Obligations (Details) (Parenthetical) - Operating Lease [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
ContinuingOperation [Member] | ||
Rent expenses | $ 276,450 | $ 271,332 |
DiscontinuingOperation [Member] | ||
Rent expenses | $ 136,684 | $ 148,774 |
Equity Transactions (Details Na
Equity Transactions (Details Narrative) - USD ($) | May 15, 2018 | Jul. 27, 2017 | May 02, 2017 | Dec. 31, 2017 | Mar. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Common stock shares issued, shares | 5,600,000 | 1,969,697 | 5,000,000 | 12,268 | 880,788 | |||
Common stock shares issued | $ 6,500,000 | $ 14,000,000 | $ 6,512,151 | $ 13,951,218 | ||||
Reverse stock split | 1 to 6 reverse stock split | |||||||
Number of warrants issued to purchase common stock | 500,000 | |||||||
Conversion of stock | 1,233,334 | |||||||
Series B Preferred Stock [Member] | ||||||||
Common stock shares issued, shares | ||||||||
Common stock shares issued | ||||||||
Number of restricted stock issued | ||||||||
Conversion of stock | 518 | |||||||
Restricted Stock [Member] | ||||||||
Number of restricted stock issued | 387,597 | |||||||
Employees and Consultants [Member] | ||||||||
Number of common stock reserved for future issuance | 1,200,000 | 1,200,000 |
Stock Options and Equity-Clas_3
Stock Options and Equity-Classified Warrants (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2016 | Feb. 29, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 27, 2017 | |
Exercise price of warrants | $ 30 | $ 6.60 | |||||
Number of warrants issued to purchase common stock | 500,000 | ||||||
Warrants [Member] | |||||||
Shares issuable upon exercise of warrants percentage | 80.00% | ||||||
Numbe of warrants | 84,554 | ||||||
Exercise price of warrants | $ 4.20 | ||||||
Number of warrants issued to purchase common stock | 333,334 | ||||||
Warrant term | 18 months | ||||||
Non-employee stock-based compensation expenses | $ 41,865 | $ 157,797 | |||||
Warrants [Member] | Licensing Agreement [Member] | NantCell, Inc [Member] | |||||||
Number of warrants issued to purchase common stock | 500,000 | ||||||
Warrants [Member] | Maximum [Member] | |||||||
Exercise price of warrants | $ 12.30 | ||||||
Warrants [Member] | Minimum [Member] | |||||||
Exercise price of warrants | $ 4.62 | ||||||
Current Employees and Directors [Member] | |||||||
Unrecognized compensation expense related to unvested stock options, granted | $ 400,000 | ||||||
Unrecognized compensation cost, recognized as expense over a weighted-average period | 10 months 3 days | ||||||
Consultants [Member] | |||||||
Stock option issuance expense | 422,000 | ||||||
Consultants [Member] | Warrants [Member] | |||||||
Exercise price of warrants | $ 10.44 | ||||||
Number of warrants issued to purchase common stock | 83,334 | ||||||
Lenders [Member] | Warrants [Member] | Loan and Security Agreement [Member] | |||||||
Exercise price of warrants | $ 12.30 | ||||||
Number of warrants issued to purchase common stock | 105,691 | ||||||
Fair value of warrants | $ 633,749 | ||||||
Restricted Stock [Member] | |||||||
Share based compensation arranged by share based payment award restricted stock granted | |||||||
Restricted stock expense | $ 559,000 | $ 344,000 | |||||
2000 Long Term Incentive Plan [Member] | |||||||
Number of common stock reserved for future issuance | 233,334 | ||||||
Number of stock option outstanding | 15,207 | ||||||
Expiration date | Aug. 6, 2010 | ||||||
2008 Stock Incentive Plan [Member] | |||||||
Number of common stock reserved for future issuance | 5,000,000 | ||||||
Number of stock option outstanding | 2,500,000 | ||||||
Expiration date | Nov. 20, 2018 | ||||||
2008 Stock Incentive Plan [Member] | Restricted Stock [Member] | |||||||
Share-based compensation, outstanding stock options | 800,000 | ||||||
2008 Stock Incentive Plan [Member] | Restricted Stock [Member] | Steven Kriegsman [Member] | |||||||
Share based compensation arranged by share based payment award restricted stock granted | 387,597 | 387,597 | |||||
Vesting period | 3 years | ||||||
Share based compensation of fair value of restricted stock on grant | $ 1,000,000 |
Stock Options and Equity-Clas_4
Stock Options and Equity-Classified Warrants - Schedule of Share-based Payment Award, Fair Value of the Stock Options Granted, Assumptions (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Risk-free interest rate | 2.42% | |
Expected volatility | 92.00% | |
Expected lives (years) | 6 years | |
Expected dividend yield | 0.00% | 0.00% |
Non Employees [Member] | ||
Risk-free interest rate | 0.00% | |
Expected volatility | 0.00% | 92.00% |
Expected lives (years) | 0 years | 10 years |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Risk-free interest rate | 2.04% | |
Expected volatility | 86.00% | |
Expected lives (years) | 6 years | |
Minimum [Member] | Non Employees [Member] | ||
Risk-free interest rate | 2.30% | |
Maximum [Member] | ||
Risk-free interest rate | 2.35% | |
Expected volatility | 92.00% | |
Expected lives (years) | 10 years | |
Maximum [Member] | Non Employees [Member] | ||
Risk-free interest rate | 2.35% |
Stock Options and Equity-Clas_5
Stock Options and Equity-Classified Warrants - Schedule of Share-based Compensation, Stock Options, Activity (Details) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Employees and Directors [Member] | ||
Number of Options Outstanding at beginning of period | 2,492,179 | 2,813,280 |
Number of Options Granted | 1,667 | 591,369 |
Number of Options Exercised | (19,213) | |
Number of Options Forfeited | (275,085) | (874,210) |
Number of Options Expired | (27,935) | (19,047) |
Number of Options Outstanding at end of period | 2,190,835 | 2,492,179 |
Number of Options exercisable at end of period | 1,887,387 | 1,701,445 |
Weighted average fair value of stock options granted | $ 1.43 | $ 1.47 |
Weighted-Average Exercise Price Options Outstanding at beginning of period | 11.35 | 14.14 |
Weighted-Average Exercise Price Options Granted | 1.89 | 1.87 |
Weighted-Average Exercise Price Options Exercised | 2.58 | |
Weighted-Average Exercise Price Options Forfeited | 7.64 | 13.11 |
Weighted-Average Exercise Price Options Expired | 31.87 | 56.88 |
Weighted-Average Exercise Price Options Outstanding at end of period | 11.55 | 11.35 |
Weighted-Average Exercise Price Options exercisable at end of period | $ 13.08 | $ 14.85 |
Non Employees [Member] | ||
Number of Options Outstanding at beginning of period | 373,333 | 100,000 |
Number of Options Granted | 273,333 | |
Number of Options Exercised | ||
Number of Options Expired/Forfeited | (8,333) | |
Number of Options Outstanding at end of period | 365,000 | 373,333 |
Number of Options exercisable at end of period | 365,000 | 373,333 |
Weighted average fair value of stock options granted | $ 1.54 | |
Weighted-Average Exercise Price Options Outstanding at beginning of period | 5.70 | 16.41 |
Weighted-Average Exercise Price Options Granted | 1.78 | |
Weighted-Average Exercise Price Options Exercised | ||
Weighted-Average Exercise Price Options Expired/Forfeited | 14.70 | |
Weighted-Average Exercise Price Options Outstanding at end of period | 5.49 | 5.70 |
Weighted-Average Exercise Price Options exercisable at end of period | $ 5.49 | $ 5.70 |
Stock Options and Equity-Clas_6
Stock Options and Equity-Classified Warrants - Schedule of Total Stock-based Compensation Expense from Stock Options (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Employees [Member] | ||
Allocated employee and non-employee stock-based compensation expense, Total | $ 1,084,639 | $ 2,459,044 |
Non Employees [Member] | ||
Allocated employee and non-employee stock-based compensation expense, Total | 422,000 | |
Research and Development [Member] | Employees [Member] | ||
Allocated employee and non-employee stock-based compensation expense, Total | 95,485 | 549,315 |
Research and Development [Member] | Non Employees [Member] | ||
Allocated employee and non-employee stock-based compensation expense, Total | 11,600 | |
General and Administrative [Member] | Employees [Member] | ||
Allocated employee and non-employee stock-based compensation expense, Total | 989,154 | 1,909,729 |
General and Administrative [Member] | Non Employees [Member] | ||
Allocated employee and non-employee stock-based compensation expense, Total | $ 410,400 |
Stock Options and Equity-Clas_7
Stock Options and Equity-Classified Warrants - Schedule of Warrants Activity and Related Information (Details) - Warrants [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Warrants Outstanding at beginning of period | 3,980,781 | 5,417,155 |
Number of Warrants Granted | 584,554 | |
Number of Warrants Exercised | (861,581) | |
Number of Warrants Forfeited | ||
Number of Warrants Expired | (3,287,585) | (1,159,347) |
Number of Warrants Outstanding at end of period | 693,916 | 3,980,781 |
Number of Warrants exercisable at end of period | 693,916 | 3,626,613 |
Weighted average fair value of stock options granted | $ 1.65 | |
Weighted-Average Exercise Price Warrants Outstanding at beginning of period | 4.92 | 4.08 |
Weighted-Average Exercise Price Warrants Granted | 6.31 | |
Weighted-Average Exercise Price Warrants Exercised | 3.66 | |
Weighted-Average Exercise Price Warrants Forfeited | ||
Weighted-Average Exercise Price Warrants Expired | 3.65 | 4.92 |
Weighted-Average Exercise Price Warrants Outstanding at end of period | 7.16 | 4.92 |
Weighted-Average Exercise Price Warrants exercisable at end of period | $ 7.16 | $ 4.23 |
Stock Options and Equity-Clas_8
Stock Options and Equity-Classified Warrants - Schedule of Ranges of Stock Options (Details) | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Number of Options Outstanding | shares | 2,555,835 |
Weighted-Average Remaining Contractual Life (years) | 6 years 11 months 1 day |
Weighted-Average Exercise Price | $ 10.69 |
Number of Options Exercisable | shares | 2,252,387 |
Weighted-Average Remaining Contractual Life (years) | 6 years 8 months 9 days |
Weighted-Average Exercise Price, Options Exercisable | $ 11.85 |
Stock Options [Member] | Exercise Price Range One [Member] | |
Range of Exercise Prices, Lower Range | 0.77 |
Range of Exercise Prices, Upper Range | $ 5 |
Number of Options Outstanding | shares | 1,212,182 |
Weighted-Average Remaining Contractual Life (years) | 8 years 6 months 29 days |
Weighted-Average Exercise Price | $ 2.14 |
Number of Options Exercisable | shares | 908,734 |
Weighted-Average Remaining Contractual Life (years) | 8 years 6 months 21 days |
Weighted-Average Exercise Price, Options Exercisable | $ 2.18 |
Stock Options [Member] | Exercise Price Range Two [Member] | |
Range of Exercise Prices, Lower Range | 5.01 |
Range of Exercise Prices, Upper Range | $ 11 |
Number of Options Outstanding | shares | 165,835 |
Weighted-Average Remaining Contractual Life (years) | 3 years 11 months 8 days |
Weighted-Average Exercise Price | $ 10.98 |
Number of Options Exercisable | shares | 165,835 |
Weighted-Average Remaining Contractual Life (years) | 3 years 11 months 8 days |
Weighted-Average Exercise Price, Options Exercisable | $ 10.98 |
Stock Options [Member] | Exercise Price Range Three [Member] | |
Range of Exercise Prices, Lower Range | 11.01 |
Range of Exercise Prices, Upper Range | $ 15 |
Number of Options Outstanding | shares | 678,552 |
Weighted-Average Remaining Contractual Life (years) | 6 years 3 months 19 days |
Weighted-Average Exercise Price | $ 13.90 |
Number of Options Exercisable | shares | 678,552 |
Weighted-Average Remaining Contractual Life (years) | 6 years 3 months 19 days |
Weighted-Average Exercise Price, Options Exercisable | $ 13.90 |
Stock Options [Member] | Exercise Price Range Four [Member] | |
Range of Exercise Prices, Lower Range | 15.01 |
Range of Exercise Prices, Upper Range | $ 98.28 |
Number of Options Outstanding | shares | 499,266 |
Weighted-Average Remaining Contractual Life (years) | 4 years 8 months 19 days |
Weighted-Average Exercise Price | $ 26.97 |
Number of Options Exercisable | shares | 499,266 |
Weighted-Average Remaining Contractual Life (years) | 4 years 8 months 19 days |
Weighted-Average Exercise Price, Options Exercisable | $ 26.97 |
Stock Options and Equity-Clas_9
Stock Options and Equity-Classified Warrants - Schedule of Ranges of Warrants (Details) - Warrants [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Warrants Outstanding | 693,916 | 3,980,781 | 5,417,155 |
Warrants Outstanding Weighted-Average Remaining Contractual Life (years) | 7 months 28 days | ||
Warrants Outstanding Exercise Price | $ 7.16 | $ 4.92 | $ 4.08 |
Number of Warrants Exercisable | 693,916 | ||
Warrants Exercisable Weighted-Average Remaining Contractual Life (years) | 7 months 28 days | ||
Warrants Exercisable Exercise Price | $ 7.16 | $ 4.23 | |
Exercise Price Range One [Member] | |||
Range of Exercise Prices, Lower Range | 3 | ||
Range of Exercise Prices, Upper Range | $ 6 | ||
Number of Warrants Outstanding | 84,554 | ||
Warrants Outstanding Weighted-Average Remaining Contractual Life (years) | 2 years 1 month 6 days | ||
Warrants Outstanding Exercise Price | $ 4.62 | ||
Number of Warrants Exercisable | 84,554 | ||
Warrants Exercisable Weighted-Average Remaining Contractual Life (years) | 2 years 1 month 6 days | ||
Warrants Exercisable Exercise Price | $ 4.62 | ||
Exercise Price Range Two [Member] | |||
Range of Exercise Prices, Lower Range | 6.01 | ||
Range of Exercise Prices, Upper Range | $ 9 | ||
Number of Warrants Outstanding | 500,000 | ||
Warrants Outstanding Weighted-Average Remaining Contractual Life (years) | 26 days | ||
Warrants Outstanding Exercise Price | $ 6.60 | ||
Number of Warrants Exercisable | 500,000 | ||
Warrants Exercisable Weighted-Average Remaining Contractual Life (years) | 26 days | ||
Warrants Exercisable Exercise Price | $ 6.60 | ||
Exercise Price Range Three [Member] | |||
Range of Exercise Prices, Lower Range | 9.01 | ||
Range of Exercise Prices, Upper Range | $ 12 | ||
Number of Warrants Outstanding | 83,335 | ||
Warrants Outstanding Weighted-Average Remaining Contractual Life (years) | 2 years 1 month 9 days | ||
Warrants Outstanding Exercise Price | $ 10.44 | ||
Number of Warrants Exercisable | 83,335 | ||
Warrants Exercisable Weighted-Average Remaining Contractual Life (years) | 2 years 1 month 9 days | ||
Warrants Exercisable Exercise Price | $ 10.44 | ||
Exercise Price Range Four [Member] | |||
Range of Exercise Prices, Lower Range | 12.01 | ||
Range of Exercise Prices, Upper Range | $ 33.60 | ||
Number of Warrants Outstanding | 25,307 | ||
Warrants Outstanding Weighted-Average Remaining Contractual Life (years) | 2 years 7 months 10 days | ||
Warrants Outstanding Exercise Price | $ 15.81 | ||
Number of Warrants Exercisable | 25,307 | ||
Warrants Exercisable Weighted-Average Remaining Contractual Life (years) | 2 years 7 months 10 days | ||
Warrants Exercisable Exercise Price | $ 15.81 |
Stockholder Protection Rights_2
Stockholder Protection Rights Plan (Details Narrative) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Jul. 27, 2017 | |
Stockholder Protection Rights Plan [Abstract] | ||
Exercise price of warrants | $ 30 | $ 6.60 |
Number of business days after announcement rights are not exercisable for certain persons | 10 days | |
Beneficial ownership percentage of company outstanding shares of common stock by acquiring person | 15.00% | |
Percentage of company outstanding shares of common stock by acquiring person | 50.00% |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Deferred tax valuation allowance, percentage | 100.00% | |
Deferred tax valuation allowance | $ 2,400,000 | $ 60,200,000 |
Earliest Tax Year [Member] | ||
Expiration date | Dec. 31, 2019 | |
Tax credit expiration date | Dec. 31, 2023 | |
Latest Tax Year [Member] | ||
Expiration date | Dec. 31, 2038 | |
Tax credit expiration date | Dec. 31, 2038 | |
Federal [Member] | ||
Operating loss carryforwards | $ 323,400,000 | |
Tax credit research and development | 16,000,000 | |
Federal [Member] | Unrestricted [Member] | ||
Operating loss carryforwards | 248,300,000 | |
Federal [Member] | Shareholders [Member] | ||
Operating loss carryforwards | 74,500,000 | |
State [Member] | ||
Operating loss carryforwards | 248,300,000 | |
Tax credit research and development | 22,000,000 | |
State [Member] | Unrestricted [Member] | ||
Operating loss carryforwards | $ 248,300,000 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 69,619 | $ 66,251 |
Tax credit carryforwards | 33,348 | 33,899 |
Equipment, furnishings and other | 4,523 | 4,909 |
Total deferred tax assets | 107,490 | 105,059 |
Deferred tax liabilities | ||
Net deferred tax assets | 107,490 | 105,059 |
Valuation allowance | (107,490) | (105,059) |
Deferred tax assets |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal benefit at statutory rate | $ (1,907) | $ (10,352) |
State income taxes, net of Federal taxes | (657) | (1,809) |
State credits | (112) | (506) |
Warrant liabilities | (111) | (465) |
Other permanent differences | 12 | 14 |
Provision related to change in valuation allowance | (1,415) | (60,629) |
Federal rate adjustment | 25,762 | |
NQ Options | 47 | |
Current year tax credit | (665) | |
NOL Adjustments | 45,521 | |
Termination/Cancellation of Equity Compensation Awards | 695 | 2,998 |
Return to provision | 664 | 84 |
Other, net | 2 | 3 |
Net loss before income taxes | $ 1 | $ 4 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | ||
Balance at Beginning of Year | $ 105,059,000 | $ 165,210,000 |
Additions Charged to Costs and Expenses | ||
Additions Charged to Other Accounts | 2,431,000 | (60,151,000) |
Deductions | ||
Balance at End of Year | $ 107,490,000 | $ 105,059,000 |