Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 10, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | INSV | |
Entity Registrant Name | INSITE VISION INC | |
Entity Central Index Key | 802,724 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 131,951,033 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | [1] |
Current assets: | |||
Cash and cash equivalents | $ 1,755 | $ 1,656 | |
Accounts receivable | 357 | 349 | |
Prepaid expenses and other current assets | 187 | 36 | |
Debt issuance costs, net | 922 | 1,267 | |
Total current assets | 3,221 | 3,308 | |
Property and equipment, net | 1,436 | 1,597 | |
Total assets | 4,657 | 4,905 | |
Current liabilities: | |||
Accounts payable | 583 | 611 | |
Accrued liabilities | 1,160 | 660 | |
Accrued compensation and related expense | 1,880 | 1,655 | |
Accrued royalties | 890 | 892 | |
Accrued interest | 141 | 85 | |
Lease incentive, current | 186 | 186 | |
Secured notes payable | 11,255 | 5,199 | |
Warrant liability | 1,336 | 1,191 | |
Total current liabilities | 17,431 | 10,479 | |
Deferred revenue | 1,000 | 1,000 | |
Lease incentive | 836 | 928 | |
Total liabilities | $ 19,267 | $ 12,407 | |
Commitments and contingencies | |||
Stockholders' deficit: | |||
Preferred stock, $0.01 par value, 5,000,000 shares authorized, none issued and outstanding | |||
Common stock, $0.01 par value, 350,000,000 shares and 240,000,000 shares authorized at June 30, 2015 and December 31, 2014, respectively; 131,951,033 shares issued and outstanding at June 30, 2015 and December 31, 2014 | $ 1,320 | $ 1,320 | |
Additional paid-in capital | 166,797 | 166,440 | |
Accumulated deficit | (182,727) | (175,262) | |
Total stockholders' deficit | (14,610) | (7,502) | |
Total liabilities and stockholders' deficit | $ 4,657 | $ 4,905 | |
[1] | Derived from the Company's audited consolidated financial statements as of December 31, 2014. |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 | [1] |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value | $ 0.01 | $ 0.01 | |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 350,000,000 | 240,000,000 | |
Common stock, shares issued | 131,951,033 | 131,951,033 | |
Common stock, shares outstanding | 131,951,033 | 131,951,033 | |
[1] | Derived from the Company's audited consolidated financial statements as of December 31, 2014. |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
Royalties | $ 353 | $ 252 | $ 712 | $ 1,398 |
Licensing fee | 6,000 | 3,000 | 6,000 | |
Other revenues | 39 | 97 | 56 | 104 |
Total revenues | 392 | 6,349 | 3,768 | 7,502 |
Expenses: | ||||
Research and development | 4,108 | 2,535 | 6,212 | 5,082 |
General and administrative | 2,029 | 1,400 | 3,667 | 3,340 |
Cost of revenues, principally royalties to third parties | 145 | 158 | 276 | 296 |
Total expenses | 6,282 | 4,093 | 10,155 | 8,718 |
Income (loss) from operations | (5,890) | 2,256 | (6,387) | (1,216) |
Gain on extinguishment of debt | 35,999 | 35,999 | ||
Interest expense and other, net | (715) | (1,420) | (1,278) | (3,207) |
Change in fair value of warrant liability | (32) | 314 | 200 | 894 |
Net income (loss) | $ (6,637) | $ 37,149 | $ (7,465) | $ 32,470 |
Net income (loss) per share: | ||||
Income (loss) per share - basic | $ (0.05) | $ 0.28 | $ (0.06) | $ 0.25 |
Income (loss) per share - diluted | $ (0.05) | $ 0.28 | $ (0.06) | $ 0.25 |
Weighted average shares used in per-share calculation: | ||||
- Basic | 131,951 | 131,951 | 131,951 | 131,951 |
- Diluted | 131,951 | 131,951 | 131,951 | 132,333 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
OPERATING ACTIVITIES: | ||||
Net income (loss) | $ 37,149 | $ (7,465) | $ 32,470 | |
Adjustment to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 170 | 165 | ||
Amortization of debt issuance costs | 845 | 185 | ||
Amortization of lease incentive | (92) | (92) | ||
Gain on extinguishment of debt | (35,999) | (35,999) | ||
Stock-based compensation | 210 | 357 | 462 | |
Change in fair value of warrant liability | (314) | (200) | (894) | |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (8) | 725 | ||
Other receivables | 1,007 | |||
Prepaid expenses and other current assets | (151) | (86) | ||
Accounts payable | (28) | 148 | ||
Accrued liabilities | 500 | (994) | ||
Accrued compensation and related expense | 225 | 318 | ||
Accrued royalties | (2) | 95 | ||
Accrued interest | 56 | 2,003 | ||
Deferred revenues | 993 | |||
Net cash provided by (used in) operating activities | (5,793) | 506 | ||
INVESTING ACTIVITIES: | ||||
Purchase of property and equipment | (9) | (282) | ||
Decrease in short-term investments | 5,000 | |||
Net cash provided by (used in) investing activities | (9) | 4,718 | ||
FINANCING ACTIVITIES: | ||||
Proceeds from secured notes payable, net of issuance costs | 5,901 | |||
Payment of secured notes payable | (6,000) | |||
Net cash provided by (used in) financing activities | 5,901 | (6,000) | ||
Net increase (decrease) in cash and cash equivalents | 99 | (776) | ||
Cash and cash equivalents at beginning of period | 1,656 | [1] | 3,251 | |
Cash and cash equivalents at end of period | 2,475 | 1,755 | 2,475 | |
Supplemental disclosure of cash flow information: | ||||
Interest received | 1 | |||
Interest paid | 345 | 1,018 | ||
Income taxes paid | 1 | 1 | ||
Non-cash investing activities - Lease incentive | $ 201 | 201 | ||
Non-cash financing activities - Debt extinguishment | $ 36,047 | |||
Non-cash financing activities - Warrant issuance | $ 345 | |||
[1] | Derived from the Company's audited consolidated financial statements as of December 31, 2014. |
Significant Accounting Policies
Significant Accounting Policies and Use of Estimates | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies and Use of Estimates | Note 1. Significant Accounting Policies and Use of Estimates Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of InSite Vision Incorporated (“InSite” or the “Company”) and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the preparation of the condensed consolidated financial statements. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial results and financial condition have been included. Operating results for the three and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for any future period. The Company operates in one segment using one measure of profitability to manage its business. All of the Company’s long-lived assets are located in the United States. Revenues are primarily royalties from the North American license (the “Akorn License”) of AzaSite ® In January 2015, the Company entered into a license agreement with Nicox S.A. (“Nicox”), a France-based publicly traded company, for the development and commercialization of AzaSite (1% azithromycin), AzaSite Xtra TM TM Under the license agreement, Nicox can request up to twelve full-time equivalent (“FTE”) employees from the Company to assist with presenting data to regulatory authorities in the European Union, obtaining European Union regulatory approvals and dealing with the approved product manufacturer in the United States. Nicox has agreed to reimburse the Company for the use of its employees. Should the twelve FTE employees be needed for a full year, the reimbursement to the Company would be approximately $3.6 million. A joint collaboration and development committee will oversee further product development of the licensed products for the European Union including AzaSite Xtra and any additional indications for BromSite. The Company has the right to utilize the jointly developed data for regulatory approval outside of the Nicox territory including in the United States. Each company will bear 50% of the development cost. In the fourth quarter of 2014, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers (the “Purchasers”). Pursuant to the Purchase Agreement, the Company agreed to sell 12% Senior Secured Notes (the “Notes”) to the Purchasers and issue warrants to purchase shares of the Company’s common stock. The Company sold Notes to the Purchasers having an aggregate principal amount of $5.2 million in the fourth quarter of 2014 and had the option to sell additional Notes to the Purchasers in an aggregate principal amount of $2.6 million until October 9, 2016. In accordance with the Purchase Agreement, on April 17, 2015, the Company sold Notes to the Purchasers having an aggregate principal amount equal to $2.6 million and issued warrants to purchase an aggregate of 3,464,456 shares of the Company’s common stock at an exercise price of $0.18 per share. The Company has no remaining borrowings under the Purchase Agreement. Riverbank Capital Securities acted as the placement agent (the “Placement Agent”) for the offering of Notes and warrants pursuant to the Purchase Agreement and received $155,900, a 6% cash commission on the gross proceeds from the sale of the Notes and issuance of the warrants on April 17, 2015. Timothy McInerney, the Chairman of the Board of the Company and a member of the Company’s Board of Directors, is a principal of the Placement Agent and was a Purchaser in the offering of Notes and warrants under the same terms as the other Purchasers. On June 8, 2015, the Company, QLT Inc., a corporation incorporated under the laws of British Columbia (“QLT”), and Isotope Acquisition Corp., a Delaware corporation and indirect wholly owned subsidiary of QLT (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into the Company, and the Company will be the surviving corporation (the “Surviving Corporation”) in the merger and a wholly owned indirect subsidiary of QLT (the “Merger”). Pursuant to the terms of the Merger Agreement, each share of the Company’s common stock issued and outstanding (the “Company Common Stock”) (except shares owned by QLT or a subsidiary of QLT and shares held by stockholders who exercise their appraisal rights under Delaware law) will be cancelled and will be automatically converted into the right to receive 0.048 of validly issued, fully paid and non-assessable shares of QLT common shares (the “Merger Consideration”). No fractional shares will be issued in connection with the Merger, and the Company’s stockholders will receive cash in lieu of any fractional shares in the Merger pursuant to the terms of the Merger Agreement. Pursuant to the terms of the Merger Agreement, each option to acquire shares of Company Common Stock that is outstanding and unexercised will terminate and have no further effect, and the holder thereof will have no right to receive any consideration therefor. However, holders of any such options will have at least five days prior to the closing of the Merger to fully exercise their options. Pursuant to the terms of the Merger Agreement, each holder of a warrant to purchase shares of Company Common Stock (collectively, the “Company Warrants”) will have the right to elect to surrender such holder’s warrants to the Company as the surviving corporation of the Merger in return for a cash payment. Each Company Warrant that has not been cancelled in exchange for a cash payment form the Company in accordance with the terms of the Company Warrants will become converted into and become a warrant to purchase QLT common shares and QLT will assume each such Company Warrant in accordance with its terms. Pursuant to the terms of the Merger Agreement, the Company was required to submit to the United States Food and Drug Administration (the “FDA”) a new drug application (“NDA”) with respect to BromSite™. The Company filed the NDA with the FDA on June 11, 2015. In addition, QLT’s obligation to consummate the Merger is conditioned on, among other things, (1) the FDA not having issued a written communication refusing to file the NDA with respect to BromSite for review by August 10, 2015, which is the 60th day following the FDA’s receipt of the BromSite NDA, and (2) the FDA not having asserted a deficiency that is reasonably likely to require one or more additional clinical studies with respect to BromSite by August 24, 2015, which is the 74th day following the FDA’s receipt of the BromSite NDA. The Merger Agreement is subject to adoption by the Company’s stockholders, among other things. The Merger Agreement contains certain termination rights for each of the Company and QLT, including the right of each party to terminate the Merger Agreement if the Merger has not been consummated by December 8, 2015. The Company may be required to pay to QLT a termination fee of $1,170,000. In connection with the consummation of the Merger, certain holders of the Company’s outstanding Notes have agreed to waive their rights to a mandatory redemption of such holders’ Notes in connection with the consummation of the Merger. See Note 7—Subsequent Events for additional information. Secured Note In connection with the execution of the Merger Agreement, the Company and QLT entered into a secured note (the “QLT Note”) pursuant to which QLT agreed to provide a secured line of credit of up to $9,853,333 to the Company. Interest accrues on the amounts borrowed at the rate of 12% per annum. All borrowings under the QLT Note will be due and payable 12 months following the termination of the Merger Agreement except that our obligation to repay those amounts will accelerate and become due and payable on the occurrence of any event of default or on the termination of the Merger Agreement under the following circumstances: (1) QLT terminates the Merger Agreement as a result of our Board of Directors (A) changing or withdrawing its recommendation following the time of its receipt of a superior proposal or (B) failing to reaffirm its recommendation within five days of QLT requesting such reaffirmation following a publicly announced acquisition proposal; (2) we terminate the Merger Agreement to engage in a competing transaction constituting a superior proposal; or (3) we complete a competing transaction following certain termination events under the Merger Agreement. Pursuant to the terms of the QLT Note, the Company borrowed $2,360,000 in connection with the Company’s preparation of the BromSite NDA. The Company has the right to draw an additional $600,000 to finance certain manufacturing costs, and beginning in June 2015, may also borrow up to $1,100,000 per month for six months, and up to $293,333 in December. The Company also borrowed $1,100,000 in June 2015. As of June 30, 2015, total borrowings from the QLT Note were $3,460,000. The QLT Note is secured by substantially all of the assets of the Company pursuant to the terms of a Security Agreement. The QLT Note is further secured by certain copyrights, trademarks, patents and patent applications of the Company pursuant to the terms of an IP Security Agreement. All borrowings under the QLT Note will accelerate and become due and payable under certain circumstances in which the Merger Agreement terminates, including if (1) QLT terminates the Merger Agreement as a result of the Company’s Board effecting a change in its recommendation that Company stockholders vote in favor of the Merger or recommend an alternative transaction or due to the Company’s material breach of its obligations relating to the solicitation of a competing transaction, (2) the Company terminates the Merger Agreement to engage in a competing transaction, or (3) the Company completes a competing transaction following the termination of the Merger Agreement. The Company has incurred significant losses since inception. Clinical trials and costs to prepare an NDA for the Company’s product candidates with the FDA are very expensive and difficult, in part because they are subject to rigorous regulatory requirements. As of June 30, 2015, the Company’s accumulated deficit was $182.7 million and cash and cash equivalents were $1.8 million. The Company’s ability to fund its operations is dependent primarily upon its ability to consummate the Merger with QLT or raise or have access to sufficient funding to execute on its business plan. Absent the transactions contemplated by the Merger Agreement including the secured line of credit of up to $9,853,333 granted by QLT to the Company, the Company expects that its cash and cash equivalents balance, anticipated cash flows from operations and the net proceeds from existing debt financing arrangements would have only been adequate to fund its operations until approximately July 2015. In their audit report related to the Company’s consolidated financial statements for the year ended December 31, 2014, which is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, the Company’s auditors refer to the Company’s recurring losses from operations, available cash equivalent balances and accumulated deficit and a substantial doubt about its ability to continue as a going concern. The Company expects the secured line of credit granted to it by QLT will fund operations until completion of the Merger; however, if the Merger Agreement terminates prior to completion, no additional funding from QLT would be available and if the Company is unable to enter into a strategic transaction or secure sufficient additional funding, its management believes that it will need to cease operations and liquidate its assets. The Company’s financial statements were prepared on the assumption that it will continue as a going concern and do not include any adjustments should it be unable to continue as a going concern. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Use of Estimates The preparation of financial statements requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. Warrant Liability The Company issued warrants to purchase shares of the Company’s common stock in connection with a private placement equity financing transaction in July 2011 and private placement debt financing transactions in the fourth quarter of 2014 and the second quarter of 2015. The Company accounts for these warrants as a liability measured at fair value due to a provision included in the warrant agreements that provides the warrant holders with an option to require the Company (or its successor) to purchase their warrants for cash in the event of a “Fundamental Transaction” (as defined in the warrant agreements). The actual amount of cash required if the mandatory purchase option is exercised would be determined using the Black-Scholes Option Pricing Model (the “Black-Scholes Model”) as determined in accordance with the terms of the warrant agreements. The fair value of the warrant liability is estimated using the Black-Scholes Model, which requires inputs such as the remaining term of the warrants, share price volatility and risk-free interest rate. These assumptions are reviewed on a monthly basis and changes in the estimated fair value of the outstanding warrants are recognized each reporting period in the Condensed Consolidated Statements of Operations under “Change in fair value of warrant liability.” Fair Value Measurements Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. The Company’s financial instruments consist mainly of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and debt obligations. Accounts receivable and accounts payable are reflected in the accompanying unaudited condensed consolidated financial statements at cost, which approximates fair value due to the short-term nature of these instruments. While the Company believes its valuation methodologies are appropriate and consistent with those of other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. At June 30, 2015, less than $0.1 million of the Company’s cash and cash equivalents consisted of Level 1 U.S. Treasury-backed government securities or money market funds that are measured at fair value on a recurring basis. As discussed above, the fair value of the warrant liability, determined using Level 3 criteria, was initially recorded on the grant date and remeasured at June 30, 2015 and December 31, 2014 using the Black-Scholes Model, which requires inputs such as the remaining term of the warrants, share price volatility and risk-free interest rate. These inputs are subjective and generally require significant analysis and judgment to develop. A significant increase (decrease) of any of the subjective variables would result in a correlated increase (decrease) in the warrant liability and an inverse effect on net income (loss). The fair value of the warrant liability was estimated using the following weighted-average assumptions, as determined in accordance with the terms of the warrant agreements, at June 30, 2015 and December 31, 2014: June 30, December 31, Risk-free interest rate 0.8 % 0.9 % Remaining term (years) 2.3 2.4 Expected dividends 0.0 % 0.0 % Volatility 100.0 % 101.2 % The expected dividend yield was set at zero because the Company has never paid cash dividends and has no present intention to pay cash dividends. Expected volatility was based on the historical volatility of the Company’s common stock and was equal to the greater of 100% or the 30-day volatility rate. The risk-free interest rates were taken from the Daily Federal Yield Curve Rates as published by the Federal Reserve and represent the yields on actively traded U.S. Treasury securities for a term equal to the remaining term of the warrants. The following table provides a summary of changes in the fair value of the Company’s warrant liability, its only Level 3 financial liability, for the six months ended June 30, 2015 (in thousands): Balance at December 31, 2014 $ 1,191 Initial fair value of warrants as of date of issuance $ 345 Net decrease in fair value of warrant liability for all outstanding warrants on remeasurement (200 ) Balance at June 30, 2015 $ 1,336 The net decrease in the estimated fair value of the warrant liability was recognized as income under “Change in fair value of warrant liability” in the Condensed Consolidated Statements of Operations. The warrant liability’s exposure to market risk will vary over time depending on interest rates and the Company’s stock price. Although the table above reflects the current estimated fair value of the warrant liability, it does not reflect the gains or losses associated with market exposures, which will depend on actual market conditions during the remaining life of the warrants. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers. The FASB and the International Accounting Standards Board (“IASB”) initiated a joint project to clarify the principles for recognizing revenue and developed a common revenue recognition standard for U.S. generally accepted accounting principles (“GAAP’) and International Financial Reporting Standards (“IFRS”). Under the guidance, an entity should recognize revenue when the entity satisfies a performance obligation within a contract at a determined transaction price. This update is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is not permitted. The Company does not expect that the adoption of this standard will materially impact the Company’s consolidated statement of financial position or results of operations. In August 2014, the FASB issued Accounting Standards Update No. 2014-15 (“ASU 2014-15”), Presentation of Financial Statements – Going Concern. This standard includes guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern within one year after the financial statements are issued. If conditions or events raise substantial doubt, the entity must disclose the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, management’s evaluation of those conditions or events, and management’s plans to mitigate the conditions or events. This update is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect that the adoption of this standard will materially impact the Company’s consolidated statement of financial position or results of operations. In April 2015, the FASB issued Accounting Standards Update No. 2015-03 (“ASU 2015-03”), Simplifying the Presentation of Debt Issuance Costs. This standard requires that debt issuance costs be presented in the balance sheet as a direct reduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The update is effective for annual and interim reporting periods beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. The new guidance will be applied on a retrospective basis. The Company does not expect that the adoption of this standard will materially impact the Company’s consolidated statement of financial position or results of operations. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 2. Stock-Based Compensation Equity Incentive Program In 2007, the Company’s stockholders approved the Company’s 2007 Performance Incentive Plan (the “2007 Plan”), which provides for grants of options and other equity-based awards to the Company’s employees, directors and consultants. Options granted under this plan, and its predecessor plan, expire 10 years after the date of grant and become exercisable at such times and under such conditions as determined by the Company’s Board of Directors (generally, with 25% vesting after one year and the balance vesting on a daily basis over the next three years of service). Upon termination of the optionee’s service, unvested options terminate and vested options generally expire three months thereafter, if not exercised. Only nonqualified stock options have been granted under these plans to date. On January 1 of each calendar year during the term of the 2007 Plan, the shares of common stock available for issuance under the 2007 Plan will be increased by the lesser of (i) 2% of the total outstanding shares of common stock on December 31 of the preceding calendar year and (ii) 3,000,000 shares. The Board of Directors of the Company delayed the effectiveness of the January 1, 2015 increase in the number of shares available for issuance under the 2007 Plan until the Company’s stockholders approved an increase in the authorized shares of common stock under the Company’s Certificate of Incorporation from 240,000,000 to 350,000,000. The share increase was approved by the Company’s stockholders on March 31, 2015 and effected on April 1, 2015. Therefore, on April 1, 2015, the shares of common stock available for issuance under the 2007 Plan increased by 2,639,020 shares. Stock-based Compensation The Company’s stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period. All of the Company’s stock compensation is accounted for as an equity instrument. The effect of recording stock-based compensation for the three and six months ended June 30, 2015 and 2014 was as follows (in thousands): Three months ended Six months ended June 30, June 30, 2015 2014 2015 2014 Stock-based compensation expense by type of award: Employee stock options $ 166 $ 211 $ 358 $ 466 Scientific Advisory Board stock options — (1 ) (1 ) (4 ) Total stock-based compensation expense $ 166 $ 210 $ 357 $ 462 Stock-based compensation included in expense line items in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2015 and 2014 was as follows (in thousands): Three months ended Six months ended June 30, June 30, 2015 2014 2015 2014 Research and development $ 78 $ 81 $ 171 $ 186 General and administrative 88 129 186 276 $ 166 $ 210 $ 357 $ 462 During the six months ended June 30, 2015 and 2014, the Company granted options to purchase 2,875,000 and 2,777,000 shares of common stock, respectively, with an estimated total grant date fair value of $415,000 and $555,000, respectively. Based on the Company’s historical experience of option pre-vesting cancellations and estimates of future forfeiture rates, the Company has assumed an annualized forfeiture rate of 10% for its options for all periods disclosed. Accordingly, for the quarters ended June 30, 2015 and 2014, the Company estimated that the stock-based compensation for the awards not expected to vest was $236,000 and $276,000, respectively. As of June 30, 2015, unrecorded deferred stock-based compensation balance related to stock options was $1.0 million and will be recognized over an estimated weighted-average amortization period of 2.6 years. Valuation assumptions The Company estimates the fair value of stock options using a Black-Scholes valuation model using the graded-vesting method with the following weighted-average assumptions: Six months ended Stock Options 2015 2014 Risk-free interest rate 1.3 % 1.7 % Expected term (years) 5 5 Expected dividends 0.0 % 0.0 % Volatility 88.8 % 88.2 % The expected dividend yield was set at zero because the Company has never paid cash dividends and has no present intention to pay cash dividends. Expected volatility was based on the historical volatility of the Company’s common stock and the expected moderation in future volatility over the period commensurate with the expected life of the options and other factors. The risk-free interest rates were taken from the Daily Federal Yield Curve Rates as of the grant dates as published by the Federal Reserve and represent the yields on actively traded U.S. Treasury securities for terms equal to the expected term of the options. The expected term calculation was based on the terms utilized by the Company’s peers, observed historical option exercise behavior and post-vesting forfeitures of options by the Company’s employees. No options were granted during the three months ended June 30, 2015 and 2014. The following is a summary of activity for the indicated periods: Number of Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2014 20,744,641 $ 0.37 Granted 2,875,000 0.21 Exercised — 0.00 Forfeited (70,736 ) 0.28 Expired (287,030 ) 0.60 Outstanding at June 30, 2015 23,261,875 $ 0.34 6.78 $ 0 Options vested and expected to vest at June 30, 2015 22,544,709 $ 0.35 6.70 $ 0 Options exercisable at June 30, 2015 16,121,962 $ 0.38 5.87 $ 0 At June 30, 2015, the Company had 3,635,503 shares of common stock available for grant or issuance under its 2007 Plan. The weighted average grant date fair value of options granted during the six months ended June 30, 2015 and 2014 was $0.14 and $0.20 per share, respectively. No options were exercised during the six months ended June 30, 2015 and 2014. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | Note 3. Net Income (Loss) per Share Basic net income (loss) per share has been computed using the weighted-average number of common shares outstanding during the period. Dilutive net income (loss) per share was computed using the sum of the weighted average number of common shares outstanding and the potential number of dilutive common shares outstanding during the period. Potential common shares consist of the shares issuable upon exercise of stock options and warrants. Potentially dilutive securities have been excluded from the computation of diluted net income (loss) per share in 2015 and 2014 as their inclusion would be anti-dilutive. For the three months ended June 30, 2015 and 2014, respectively, 46,595,777 and 35,449,287 options and warrants were excluded from the calculation of diluted net income (loss) per share because the effect was anti-dilutive. For the six months ended June 30, 2015 and 2014, respectively, 46,595,777 and 34,067,149 options and warrants were excluded from the calculation of diluted net income (loss) per share because the effect was anti-dilutive. The following table sets forth the computation of basic and diluted net income (loss) per share: Three months ended Six months ended June 30, June 30, (in thousands, except per share data) 2015 2014 2015 2014 Numerator: Net income (loss) $ (6,637 ) $ 37,149 $ (7,465 ) $ 32,470 Denominator: Weighted-average shares outstanding 131,951 131,951 131,951 131,951 Effect of dilutive securities: Stock options — — — 382 Weighted-average shares outstanding for diluted loss per share 131,951 131,951 131,951 132,333 Net income (loss) per share: Basic $ (0.05 ) $ 0.28 $ (0.06 ) $ 0.25 Diluted $ (0.05 ) $ 0.28 $ (0.06 ) $ 0.25 |
Warrant Liability
Warrant Liability | 6 Months Ended |
Jun. 30, 2015 | |
Text Block [Abstract] | |
Warrant Liability | Note 4. Warrant Liability In July 2011, the Company completed a private placement equity financing transaction in which it sold shares of its common stock and warrants to purchase shares of its common stock. The Company sold a total of 36,978,440 shares of common stock, at a price of $0.60 per share, and issued warrants to purchase up to 14,791,376 shares of common stock. The warrants are exercisable at $0.75 per share and expire five years from the date of issuance. The private placement resulted in $22.2 million in gross proceeds and approximately $20.4 million in net proceeds to the Company after deducting placement agent fees, legal, accounting and other costs associated with the transaction. The Company used the net proceeds of the transaction to fund clinical trials and for general corporate purposes, including working capital. In the fourth quarter of 2014 and the second quarter of 2015, the Company completed private placement debt financing transactions for an aggregate principal amount of $7.8 million. In connection with the debt financings, in the fourth quarter of 2014, the Company issued warrants to purchase up to 2,053,169 shares, 200,620 shares and 2,824,281 shares of common stock that are exercisable at $0.33, $0.31 and $0.26, respectively, per share. In the second quarter of 2015, the Company issued warrants to purchase up to 3,464,456 shares of common stock that are exercisable at $0.18 per share. The warrants expire five years from the date of issuance. As discussed in Note 1, the warrants issued in 2011, 2014 and 2015 included a provision that provides the warrant holders with an option to require the Company (or its successor) to purchase the warrants for cash in an amount equal to the Black-Scholes value in the event of a “Fundamental Transaction” (as defined in the warrant agreements). Accordingly, the fair value of the warrants at the issuance date was estimated using the Black-Scholes Model, as determined in accordance with the terms of the warrant agreements, and the Company recorded a warrant liability of $6.4 million in 2011, $1.0 million in 2014 and $0.3 million in 2015. The warrant liability was remeasured to $1.3 million and $1.2 million at June 30, 2015 and December 31, 2014, respectively. The Company recorded a decrease to the warrant liability of approximately $0.2 and $0.9 million for the six months ended June 30, 2015 and 2014, respectively, which was recognized as income in the Company’s Condensed Consolidated Statement of Operations. Additional disclosures regarding the assumptions used in calculating the fair value of the warrant liability are included in Note 1. |
Common Stock Warrants
Common Stock Warrants | 6 Months Ended |
Jun. 30, 2015 | |
Text Block [Abstract] | |
Common Stock Warrants | Note 5. Common Stock Warrants The following table shows outstanding warrants as of June 30, 2015, all of which were issued in the July 2011 private placement equity financing transaction and in the 2014 and 2015 private placement debt financing transactions. All of the outstanding warrants have cashless exercise provisions in the event the registration statement registering the resale of the shares of common stock issuable upon exercise of the warrants is not effective or the prospectus forming a part of the registration statement is not current. All warrants are exercisable for common stock. Date Issued Warrant Shares Exercise Price Expiration Date Potential Proceeds if July 18, 2011 14,791,376 $ 0.75 July 18, 2016 $ 11,093,532 October 9, 2014 2,053,169 $ 0.33 October 9, 2019 $ 677,546 November 21, 2014 200,620 $ 0.31 November 21, 2019 $ 62,192 December 10, 2014 2,824,281 $ 0.26 December 10, 2019 $ 734,313 April 17, 2015 3,464,456 $ 0.18 April 17, 2020 $ 623,602 Total 23,333,902 $ 13,191,185 |
Legal Proceedings
Legal Proceedings | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | Note 6. Legal Proceedings The Company is subject to various claims and legal actions during the ordinary course of its business. In April 2011, the Company received a Notice Letter that Sandoz, Inc. or Sandoz, filed an Abbreviated New Drug Application, or ANDA, with the FDA seeking marketing approval for a 1% azithromycin ophthalmic solution, or the Sandoz Product, prior to the expiration of the five U.S. patents listed in the Orange Book for AzaSite, which include four of our patents and one patent licensed to us by Pfizer. In the paragraph IV Certification accompanying the Sandoz ANDA filing, Sandoz alleges that the claims of the Orange Book listed patents are invalid, unenforceable and/or will not be infringed upon by the Sandoz Product. On May 26, 2011, the Company, Merck and Pfizer filed a patent infringement lawsuit against Sandoz and related entities. The plaintiff companies agreed that Merck would take the lead in prosecuting this lawsuit. Before the trial, the patents involved in the litigation were limited to the one Pfizer patent and three of our patents. On October 4, 2013, the United States District Court for the District of New Jersey entered a Final Judgment in favor of us and the other plaintiffs finding all the asserted claims of the patents in the litigation valid and infringed by Sandoz and related entities. The Court Order specified that the effective date of any FDA approval of a Sandoz ANDA for generic 1% azithromycin ophthalmic solution products would be no earlier than the expiration date of the patents in the litigation. On November 4, 2013, Sandoz filed an appeal of this decision to the United States Court of Appeals for the Federal Circuit. On November 15, 2013, Akorn acquired Inspire from Merck, and as such, acquired the rights to AzaSite in North America. Akorn took the lead in prosecuting this lawsuit. On April 9, 2015, the Court of Appeals for the Federal Circuit affirmed the decision of the district court holding that Sandoz failed to show that the asserted claims in the patents-in-suit would have been obvious to a person of ordinary skill in the art. In accordance with the judgment of the Court of Appeals entered on April 9, 2015, pursuant to Rule 41(a) of the Federal Rules of Appellate Procedures, the formal mandate was issued on May 18, 2015 to close this case since Sandoz did not seek en banc In May 2013, the Company received a Notice Letter that Mylan Pharmaceuticals, Inc. or Mylan, filed an ANDA with the FDA seeking marketing approval for a 1% azithromycin ophthalmic solution, or the Mylan Product, prior to the expiration of the U.S. patents listed in the Orange Book for AzaSite, which include three of the Company’s patents and one patent licensed to the Company by Pfizer. In the paragraph IV Certification accompanying the Mylan ANDA filing, Mylan alleges that the claims of the Orange Book listed patents are invalid, unenforceable and/or will not be infringed upon by the Mylan Product. On June 14, 2013, the Company, Merck and Pfizer filed a patent infringement lawsuit against Mylan and a related entity. On November 15, 2013, Akorn acquired Inspire from Merck, and as such, acquired the rights to AzaSite in North America. The plaintiff companies agreed that Akorn would take the lead in prosecuting this lawsuit. The filing of this lawsuit triggered an automatic stay, or bar, of the FDA’s approval of the ANDA for up to 30 months or until a final district court decision of the infringement lawsuit, whichever comes first. In February 2015, all of the parties involved in the lawsuit executed a Settlement Agreement including all of the patents in the lawsuit and submitted the same to the United States District Court for the District of New Jersey. On March 4, 2015, the district court issued an Order for Dismissal, without prejudice. On July 24, 2014, Karin Stiens filed a complaint against Bausch & Lomb, Dr. Lance Ferguson and the Company (Fayette (Kentucky) Circuit Court Civil Action No. 14-CI-2829) alleging that she suffered ophthalmological damage when Dr. Ferguson engaged in off-label use of Besivance ® The Company and QLT issued press releases announcing the execution of the Merger Agreement on June 8, 2015. On June 17, 2015, a purported class action lawsuit entitled Speiser, et al. v. Insite Vision, Inc., et al., Civil Action No. RG15774540, was filed in California Superior Court for Alameda County, naming as defendants the Company, all of its directors, QLT Inc. and Isotope Acquisition Corp. On July 10, 2015, a second purported class action entitled McKinley v. Ruane, et al., Civil Action No. RG15777471, was filed in the same court, naming the same defendants. In both cases, the plaintiffs, who claim to be stockholders of the Company, allege in their complaints that the Company’s directors breached fiduciary duties to the stockholders by agreeing to enter into a merger transaction with QLT because the merger consideration is inadequate and the process by which the transaction was agreed to was flawed. The plaintiffs also allege that QLT and Isotope aided and abetted the breaches of duty by the Company’s directors. The plaintiffs seek to enjoin consummation of the transaction or, in the alternative, to recover unspecified money damages, together with costs and attorneys’ fees. Attorneys for the plaintiffs in both cases have indicated that they will seek to consolidate the cases into a single action. The cases are currently at a preliminary stage; the defendants have not filed responses to the complaints and no discovery has taken place. The Company and its directors believe that the complaints are without merit and intend to defend themselves vigorously. There are currently no other claims or legal actions that would have a material adverse impact on our financial position, operations or potential performance. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7. Subsequent Events In accordance with the QLT Note, the Company borrowed an additional $1,100,000 from QLT in July 2015. In August 2015, the Company received an unsolicited proposal from a multi-national pharmaceutical company to acquire all outstanding shares of its common stock at a price of $0.25 per share in cash. The Company remains subject to the Merger Agreement and the Company’s Board of Directors has not changed its recommendation in support of the Merger, the Merger Agreement, or its recommendation that the Company’s stockholders adopt the Merger Agreement. The Company evaluated subsequent events through the date on which the financial statements were issued and determined that there were no subsequent events that required adjustments or disclosures to the financial statements for the quarter ended June 30, 2015. |
Significant Accounting Polici13
Significant Accounting Policies and Use of Estimates (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements include the accounts of InSite Vision Incorporated (“InSite” or the “Company”) and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the preparation of the condensed consolidated financial statements. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial results and financial condition have been included. Operating results for the three and six months ended June 30, 2015 are not necessarily indicative of the results that may be expected for any future period. The Company operates in one segment using one measure of profitability to manage its business. All of the Company’s long-lived assets are located in the United States. Revenues are primarily royalties from the North American license (the “Akorn License”) of AzaSite ® In January 2015, the Company entered into a license agreement with Nicox S.A. (“Nicox”), a France-based publicly traded company, for the development and commercialization of AzaSite (1% azithromycin), AzaSite Xtra TM TM Under the license agreement, Nicox can request up to twelve full-time equivalent (“FTE”) employees from the Company to assist with presenting data to regulatory authorities in the European Union, obtaining European Union regulatory approvals and dealing with the approved product manufacturer in the United States. Nicox has agreed to reimburse the Company for the use of its employees. Should the twelve FTE employees be needed for a full year, the reimbursement to the Company would be approximately $3.6 million. A joint collaboration and development committee will oversee further product development of the licensed products for the European Union including AzaSite Xtra and any additional indications for BromSite. The Company has the right to utilize the jointly developed data for regulatory approval outside of the Nicox territory including in the United States. Each company will bear 50% of the development cost. In the fourth quarter of 2014, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers (the “Purchasers”). Pursuant to the Purchase Agreement, the Company agreed to sell 12% Senior Secured Notes (the “Notes”) to the Purchasers and issue warrants to purchase shares of the Company’s common stock. The Company sold Notes to the Purchasers having an aggregate principal amount of $5.2 million in the fourth quarter of 2014 and had the option to sell additional Notes to the Purchasers in an aggregate principal amount of $2.6 million until October 9, 2016. In accordance with the Purchase Agreement, on April 17, 2015, the Company sold Notes to the Purchasers having an aggregate principal amount equal to $2.6 million and issued warrants to purchase an aggregate of 3,464,456 shares of the Company’s common stock at an exercise price of $0.18 per share. The Company has no remaining borrowings under the Purchase Agreement. Riverbank Capital Securities acted as the placement agent (the “Placement Agent”) for the offering of Notes and warrants pursuant to the Purchase Agreement and received $155,900, a 6% cash commission on the gross proceeds from the sale of the Notes and issuance of the warrants on April 17, 2015. Timothy McInerney, the Chairman of the Board of the Company and a member of the Company’s Board of Directors, is a principal of the Placement Agent and was a Purchaser in the offering of Notes and warrants under the same terms as the other Purchasers. On June 8, 2015, the Company, QLT Inc., a corporation incorporated under the laws of British Columbia (“QLT”), and Isotope Acquisition Corp., a Delaware corporation and indirect wholly owned subsidiary of QLT (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into the Company, and the Company will be the surviving corporation (the “Surviving Corporation”) in the merger and a wholly owned indirect subsidiary of QLT (the “Merger”). Pursuant to the terms of the Merger Agreement, each share of the Company’s common stock issued and outstanding (the “Company Common Stock”) (except shares owned by QLT or a subsidiary of QLT and shares held by stockholders who exercise their appraisal rights under Delaware law) will be cancelled and will be automatically converted into the right to receive 0.048 of validly issued, fully paid and non-assessable shares of QLT common shares (the “Merger Consideration”). No fractional shares will be issued in connection with the Merger, and the Company’s stockholders will receive cash in lieu of any fractional shares in the Merger pursuant to the terms of the Merger Agreement. Pursuant to the terms of the Merger Agreement, each option to acquire shares of Company Common Stock that is outstanding and unexercised will terminate and have no further effect, and the holder thereof will have no right to receive any consideration therefor. However, holders of any such options will have at least five days prior to the closing of the Merger to fully exercise their options. Pursuant to the terms of the Merger Agreement, each holder of a warrant to purchase shares of Company Common Stock (collectively, the “Company Warrants”) will have the right to elect to surrender such holder’s warrants to the Company as the surviving corporation of the Merger in return for a cash payment. Each Company Warrant that has not been cancelled in exchange for a cash payment form the Company in accordance with the terms of the Company Warrants will become converted into and become a warrant to purchase QLT common shares and QLT will assume each such Company Warrant in accordance with its terms. Pursuant to the terms of the Merger Agreement, the Company was required to submit to the United States Food and Drug Administration (the “FDA”) a new drug application (“NDA”) with respect to BromSite™. The Company filed the NDA with the FDA on June 11, 2015. In addition, QLT’s obligation to consummate the Merger is conditioned on, among other things, (1) the FDA not having issued a written communication refusing to file the NDA with respect to BromSite for review by August 10, 2015, which is the 60th day following the FDA’s receipt of the BromSite NDA, and (2) the FDA not having asserted a deficiency that is reasonably likely to require one or more additional clinical studies with respect to BromSite by August 24, 2015, which is the 74th day following the FDA’s receipt of the BromSite NDA. The Merger Agreement is subject to adoption by the Company’s stockholders, among other things. The Merger Agreement contains certain termination rights for each of the Company and QLT, including the right of each party to terminate the Merger Agreement if the Merger has not been consummated by December 8, 2015. The Company may be required to pay to QLT a termination fee of $1,170,000. In connection with the consummation of the Merger, certain holders of the Company’s outstanding Notes have agreed to waive their rights to a mandatory redemption of such holders’ Notes in connection with the consummation of the Merger. See Note 7—Subsequent Events for additional information. Secured Note In connection with the execution of the Merger Agreement, the Company and QLT entered into a secured note (the “QLT Note”) pursuant to which QLT agreed to provide a secured line of credit of up to $9,853,333 to the Company. Interest accrues on the amounts borrowed at the rate of 12% per annum. All borrowings under the QLT Note will be due and payable 12 months following the termination of the Merger Agreement except that our obligation to repay those amounts will accelerate and become due and payable on the occurrence of any event of default or on the termination of the Merger Agreement under the following circumstances: (1) QLT terminates the Merger Agreement as a result of our Board of Directors (A) changing or withdrawing its recommendation following the time of its receipt of a superior proposal or (B) failing to reaffirm its recommendation within five days of QLT requesting such reaffirmation following a publicly announced acquisition proposal; (2) we terminate the Merger Agreement to engage in a competing transaction constituting a superior proposal; or (3) we complete a competing transaction following certain termination events under the Merger Agreement. Pursuant to the terms of the QLT Note, the Company borrowed $2,360,000 in connection with the Company’s preparation of the BromSite NDA. The Company has the right to draw an additional $600,000 to finance certain manufacturing costs, and beginning in June 2015, may also borrow up to $1,100,000 per month for six months, and up to $293,333 in December. The Company also borrowed $1,100,000 in June 2015. As of June 30, 2015, total borrowings from the QLT Note were $3,460,000. The QLT Note is secured by substantially all of the assets of the Company pursuant to the terms of a Security Agreement. The QLT Note is further secured by certain copyrights, trademarks, patents and patent applications of the Company pursuant to the terms of an IP Security Agreement. All borrowings under the QLT Note will accelerate and become due and payable under certain circumstances in which the Merger Agreement terminates, including if (1) QLT terminates the Merger Agreement as a result of the Company’s Board effecting a change in its recommendation that Company stockholders vote in favor of the Merger or recommend an alternative transaction or due to the Company’s material breach of its obligations relating to the solicitation of a competing transaction, (2) the Company terminates the Merger Agreement to engage in a competing transaction, or (3) the Company completes a competing transaction following the termination of the Merger Agreement. The Company has incurred significant losses since inception. Clinical trials and costs to prepare an NDA for the Company’s product candidates with the FDA are very expensive and difficult, in part because they are subject to rigorous regulatory requirements. As of June 30, 2015, the Company’s accumulated deficit was $182.7 million and cash and cash equivalents were $1.8 million. The Company’s ability to fund its operations is dependent primarily upon its ability to consummate the Merger with QLT or raise or have access to sufficient funding to execute on its business plan. Absent the transactions contemplated by the Merger Agreement including the secured line of credit of up to $9,853,333 granted by QLT to the Company, the Company expects that its cash and cash equivalents balance, anticipated cash flows from operations and the net proceeds from existing debt financing arrangements would have only been adequate to fund its operations until approximately July 2015. In their audit report related to the Company’s consolidated financial statements for the year ended December 31, 2014, which is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, the Company’s auditors refer to the Company’s recurring losses from operations, available cash equivalent balances and accumulated deficit and a substantial doubt about its ability to continue as a going concern. The Company expects the secured line of credit granted to it by QLT will fund operations until completion of the Merger; however, if the Merger Agreement terminates prior to completion, no additional funding from QLT would be available and if the Company is unable to enter into a strategic transaction or secure sufficient additional funding, its management believes that it will need to cease operations and liquidate its assets. The Company’s financial statements were prepared on the assumption that it will continue as a going concern and do not include any adjustments should it be unable to continue as a going concern. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2014. |
Use of Estimates | Use of Estimates The preparation of financial statements requires the Company to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates. |
Warrant Liability | Warrant Liability The Company issued warrants to purchase shares of the Company’s common stock in connection with a private placement equity financing transaction in July 2011 and private placement debt financing transactions in the fourth quarter of 2014 and the second quarter of 2015. The Company accounts for these warrants as a liability measured at fair value due to a provision included in the warrant agreements that provides the warrant holders with an option to require the Company (or its successor) to purchase their warrants for cash in the event of a “Fundamental Transaction” (as defined in the warrant agreements). The actual amount of cash required if the mandatory purchase option is exercised would be determined using the Black-Scholes Option Pricing Model (the “Black-Scholes Model”) as determined in accordance with the terms of the warrant agreements. The fair value of the warrant liability is estimated using the Black-Scholes Model, which requires inputs such as the remaining term of the warrants, share price volatility and risk-free interest rate. These assumptions are reviewed on a monthly basis and changes in the estimated fair value of the outstanding warrants are recognized each reporting period in the Condensed Consolidated Statements of Operations under “Change in fair value of warrant liability.” |
Fair Value Measurements | Fair Value Measurements Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. The Company’s financial instruments consist mainly of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and debt obligations. Accounts receivable and accounts payable are reflected in the accompanying unaudited condensed consolidated financial statements at cost, which approximates fair value due to the short-term nature of these instruments. While the Company believes its valuation methodologies are appropriate and consistent with those of other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. At June 30, 2015, less than $0.1 million of the Company’s cash and cash equivalents consisted of Level 1 U.S. Treasury-backed government securities or money market funds that are measured at fair value on a recurring basis. As discussed above, the fair value of the warrant liability, determined using Level 3 criteria, was initially recorded on the grant date and remeasured at June 30, 2015 and December 31, 2014 using the Black-Scholes Model, which requires inputs such as the remaining term of the warrants, share price volatility and risk-free interest rate. These inputs are subjective and generally require significant analysis and judgment to develop. A significant increase (decrease) of any of the subjective variables would result in a correlated increase (decrease) in the warrant liability and an inverse effect on net income (loss). The fair value of the warrant liability was estimated using the following weighted-average assumptions, as determined in accordance with the terms of the warrant agreements, at June 30, 2015 and December 31, 2014: June 30, December 31, Risk-free interest rate 0.8 % 0.9 % Remaining term (years) 2.3 2.4 Expected dividends 0.0 % 0.0 % Volatility 100.0 % 101.2 % The expected dividend yield was set at zero because the Company has never paid cash dividends and has no present intention to pay cash dividends. Expected volatility was based on the historical volatility of the Company’s common stock and was equal to the greater of 100% or the 30-day volatility rate. The risk-free interest rates were taken from the Daily Federal Yield Curve Rates as published by the Federal Reserve and represent the yields on actively traded U.S. Treasury securities for a term equal to the remaining term of the warrants. The following table provides a summary of changes in the fair value of the Company’s warrant liability, its only Level 3 financial liability, for the six months ended June 30, 2015 (in thousands): Balance at December 31, 2014 $ 1,191 Initial fair value of warrants as of date of issuance $ 345 Net decrease in fair value of warrant liability for all outstanding warrants on remeasurement (200 ) Balance at June 30, 2015 $ 1,336 The net decrease in the estimated fair value of the warrant liability was recognized as income under “Change in fair value of warrant liability” in the Condensed Consolidated Statements of Operations. The warrant liability’s exposure to market risk will vary over time depending on interest rates and the Company’s stock price. Although the table above reflects the current estimated fair value of the warrant liability, it does not reflect the gains or losses associated with market exposures, which will depend on actual market conditions during the remaining life of the warrants. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”), Revenue from Contracts with Customers. The FASB and the International Accounting Standards Board (“IASB”) initiated a joint project to clarify the principles for recognizing revenue and developed a common revenue recognition standard for U.S. generally accepted accounting principles (“GAAP’) and International Financial Reporting Standards (“IFRS”). Under the guidance, an entity should recognize revenue when the entity satisfies a performance obligation within a contract at a determined transaction price. This update is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is not permitted. The Company does not expect that the adoption of this standard will materially impact the Company’s consolidated statement of financial position or results of operations. In August 2014, the FASB issued Accounting Standards Update No. 2014-15 (“ASU 2014-15”), Presentation of Financial Statements – Going Concern. This standard includes guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern within one year after the financial statements are issued. If conditions or events raise substantial doubt, the entity must disclose the conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern, management’s evaluation of those conditions or events, and management’s plans to mitigate the conditions or events. This update is effective for interim and annual reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company does not expect that the adoption of this standard will materially impact the Company’s consolidated statement of financial position or results of operations. In April 2015, the FASB issued Accounting Standards Update No. 2015-03 (“ASU 2015-03”), Simplifying the Presentation of Debt Issuance Costs. This standard requires that debt issuance costs be presented in the balance sheet as a direct reduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The update is effective for annual and interim reporting periods beginning after December 15, 2015. Early adoption is permitted for financial statements that have not been previously issued. The new guidance will be applied on a retrospective basis. The Company does not expect that the adoption of this standard will materially impact the Company’s consolidated statement of financial position or results of operations. |
Net Income (Loss) per Share | Basic net income (loss) per share has been computed using the weighted-average number of common shares outstanding during the period. Dilutive net income (loss) per share was computed using the sum of the weighted average number of common shares outstanding and the potential number of dilutive common shares outstanding during the period. Potential common shares consist of the shares issuable upon exercise of stock options and warrants. Potentially dilutive securities have been excluded from the computation of diluted net income (loss) per share in 2015 and 2014 as their inclusion would be anti-dilutive. For the three months ended June 30, 2015 and 2014, respectively, 46,595,777 and 35,449,287 options and warrants were excluded from the calculation of diluted net income (loss) per share because the effect was anti-dilutive. For the six months ended June 30, 2015 and 2014, respectively, 46,595,777 and 34,067,149 options and warrants were excluded from the calculation of diluted net income (loss) per share because the effect was anti-dilutive. |
Significant Accounting Polici14
Significant Accounting Policies and Use of Estimates (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Estimated Fair Value of Warrant Liability | The fair value of the warrant liability was estimated using the following weighted-average assumptions, as determined in accordance with the terms of the warrant agreements, at June 30, 2015 and December 31, 2014: June 30, December 31, Risk-free interest rate 0.8 % 0.9 % Remaining term (years) 2.3 2.4 Expected dividends 0.0 % 0.0 % Volatility 100.0 % 101.2 % |
Changes in Fair Value of Warrant Liability of Level Three Financial Liability | The following table provides a summary of changes in the fair value of the Company’s warrant liability, its only Level 3 financial liability, for the six months ended June 30, 2015 (in thousands): Balance at December 31, 2014 $ 1,191 Initial fair value of warrants as of date of issuance $ 345 Net decrease in fair value of warrant liability for all outstanding warrants on remeasurement (200 ) Balance at June 30, 2015 $ 1,336 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | The effect of recording stock-based compensation for the three and six months ended June 30, 2015 and 2014 was as follows (in thousands): Three months ended Six months ended June 30, June 30, 2015 2014 2015 2014 Stock-based compensation expense by type of award: Employee stock options $ 166 $ 211 $ 358 $ 466 Scientific Advisory Board stock options — (1 ) (1 ) (4 ) Total stock-based compensation expense $ 166 $ 210 $ 357 $ 462 |
Stock-Based Compensation Expenses | Stock-based compensation included in expense line items in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2015 and 2014 was as follows (in thousands): Three months ended Six months ended June 30, June 30, 2015 2014 2015 2014 Research and development $ 78 $ 81 $ 171 $ 186 General and administrative 88 129 186 276 $ 166 $ 210 $ 357 $ 462 |
Weighted-Average Fair Value Assumptions of Stock Options | The Company estimates the fair value of stock options using a Black-Scholes valuation model using the graded-vesting method with the following weighted-average assumptions: Six months ended Stock Options 2015 2014 Risk-free interest rate 1.3 % 1.7 % Expected term (years) 5 5 Expected dividends 0.0 % 0.0 % Volatility 88.8 % 88.2 % |
Summary of Stock Option Activity | The following is a summary of activity for the indicated periods: Number of Weighted-Average Weighted-Average Aggregate Outstanding at December 31, 2014 20,744,641 $ 0.37 Granted 2,875,000 0.21 Exercised — 0.00 Forfeited (70,736 ) 0.28 Expired (287,030 ) 0.60 Outstanding at June 30, 2015 23,261,875 $ 0.34 6.78 $ 0 Options vested and expected to vest at June 30, 2015 22,544,709 $ 0.35 6.70 $ 0 Options exercisable at June 30, 2015 16,121,962 $ 0.38 5.87 $ 0 |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) per Share | The following table sets forth the computation of basic and diluted net income (loss) per share: Three months ended Six months ended June 30, June 30, (in thousands, except per share data) 2015 2014 2015 2014 Numerator: Net income (loss) $ (6,637 ) $ 37,149 $ (7,465 ) $ 32,470 Denominator: Weighted-average shares outstanding 131,951 131,951 131,951 131,951 Effect of dilutive securities: Stock options — — — 382 Weighted-average shares outstanding for diluted loss per share 131,951 131,951 131,951 132,333 Net income (loss) per share: Basic $ (0.05 ) $ 0.28 $ (0.06 ) $ 0.25 Diluted $ (0.05 ) $ 0.28 $ (0.06 ) $ 0.25 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Text Block [Abstract] | |
Outstanding Common Stock Warrants | The following table shows outstanding warrants as of June 30, 2015, all of which were issued in the July 2011 private placement equity financing transaction and in the 2014 and 2015 private placement debt financing transactions. All of the outstanding warrants have cashless exercise provisions in the event the registration statement registering the resale of the shares of common stock issuable upon exercise of the warrants is not effective or the prospectus forming a part of the registration statement is not current. All warrants are exercisable for common stock. Date Issued Warrant Shares Exercise Price Expiration Date Potential Proceeds if July 18, 2011 14,791,376 $ 0.75 July 18, 2016 $ 11,093,532 October 9, 2014 2,053,169 $ 0.33 October 9, 2019 $ 677,546 November 21, 2014 200,620 $ 0.31 November 21, 2019 $ 62,192 December 10, 2014 2,824,281 $ 0.26 December 10, 2019 $ 734,313 April 17, 2015 3,464,456 $ 0.18 April 17, 2020 $ 623,602 Total 23,333,902 $ 13,191,185 |
Significant Accounting Polici18
Significant Accounting Policies and Use of Estimates - Additional Information (Detail) | Apr. 17, 2015USD ($)$ / sharesshares | Jan. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Jan. 31, 2015USD ($) | Jun. 30, 2015USD ($)Segment$ / shares | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 10, 2014$ / shares | Nov. 21, 2014$ / shares | Oct. 09, 2014$ / shares | Jun. 30, 2014USD ($) | Dec. 31, 2013USD ($) | Jul. 31, 2011$ / shares | |
Schedule Of Description Of Business Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||||||
Number of operating segment | Segment | 1 | |||||||||||||
Proceeds from issuance of notes | $ 7,800,000 | |||||||||||||
Merger termination description | The Merger Agreement contains certain termination rights for each of the Company and QLT, including the right of each party to terminate the Merger Agreement if the Merger has not been consummated by December 8, 2015. | |||||||||||||
Merger termination fee | $ 1,170,000 | $ 1,170,000 | 1,170,000 | |||||||||||
Accumulated deficit | (182,727,000) | (182,727,000) | (182,727,000) | $ (175,262,000) | [1] | |||||||||
Cash and cash equivalents | $ 1,755,000 | $ 1,755,000 | $ 1,755,000 | $ 1,656,000 | [1] | $ 2,475,000 | $ 3,251,000 | |||||||
Warrant [Member] | ||||||||||||||
Schedule Of Description Of Business Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||||||
Warrants exercise price | $ / shares | $ 0.18 | $ 0.26 | $ 0.31 | $ 0.33 | $ 0.75 | |||||||||
Level 3 [Member] | Fair Value on Recurring Basis [Member] | Warrant [Member] | ||||||||||||||
Schedule Of Description Of Business Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||||||
Expected dividend yield on warrant liabilities | 0.00% | 0.00% | ||||||||||||
Cash dividends | $ 0 | |||||||||||||
Fair value of liabilities, volatility rate description | Expected volatility was based on the historical volatility of the Company's common stock and was equal to the greater of 100% or the 30-day volatility rate. | |||||||||||||
Fair value of liabilities, expected volatility rate | 100.00% | 101.20% | ||||||||||||
Fair value of liabilities, duration of volatility rate | 30 days | |||||||||||||
New Drug Application [Member] | ||||||||||||||
Schedule Of Description Of Business Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||||||
New drug application date | Jun. 11, 2015 | |||||||||||||
Merger agreement description | QLT’s obligation to consummate the Merger is conditioned on, among other things, (1) the FDA not having issued a written communication refusing to file the NDA with respect to BromSite for review by August 10, 2015, which is the 60th day following the FDA’s receipt of the BromSite NDA, and (2) the FDA not having asserted a deficiency that is reasonably likely to require one or more additional clinical studies with respect to BromSite by August 24, 2015, which is the 74th day following the FDA’s receipt of the BromSite NDA. | |||||||||||||
QLT Inc | ||||||||||||||
Schedule Of Description Of Business Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||||||
Debt instrument interest rate | 12.00% | 12.00% | 12.00% | |||||||||||
Merger agreement date | Jun. 8, 2015 | |||||||||||||
Right to receive shares | $ / shares | $ 0.048 | |||||||||||||
Period to exercise options | 5 days | |||||||||||||
Secured line of credit | $ 9,853,333 | $ 9,853,333 | $ 9,853,333 | |||||||||||
Secured line of credit Interest rate | Interest accrues on the amounts borrowed at the rate of 12% per annum. All borrowings under the QLT Note will be due and payable 12 months following the termination of the Merger Agreement except that our obligation to repay those amounts will accelerate and become due and payable on the occurrence of any event of default or on the termination of the Merger Agreement under the following circumstances: (1) QLT terminates the Merger Agreement as a result of our Board of Directors (A) changing or withdrawing its recommendation following the time of its receipt of a superior proposal or (B) failing to reaffirm its recommendation within five days of QLT requesting such reaffirmation following a publicly announced acquisition proposal; (2) we terminate the Merger Agreement to engage in a competing transaction constituting a superior proposal; or (3) we complete a competing transaction following certain termination events under the Merger Agreement. | |||||||||||||
Secured line of credit, outstanding | 3,460,000 | $ 3,460,000 | 3,460,000 | |||||||||||
Secured line of credit, additional available borrowings | 600,000 | 600,000 | 600,000 | |||||||||||
Additional borrowings under secured line of credit | 1,100,000 | |||||||||||||
QLT Inc | Bromsite [Member] | ||||||||||||||
Schedule Of Description Of Business Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||||||
Secured line of credit, outstanding | 2,360,000 | 2,360,000 | 2,360,000 | |||||||||||
Maximum [Member] | Level 1 [Member] | Fair Value on Recurring Basis [Member] | U.S. Treasury-backed Money Market Funds [Member] | ||||||||||||||
Schedule Of Description Of Business Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||||||
Cash and cash equivalents at fair value | 100,000 | 100,000 | 100,000 | |||||||||||
Maximum [Member] | QLT Inc | ||||||||||||||
Schedule Of Description Of Business Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||||||
Available borrowings in June 2015 | 1,100,000 | 1,100,000 | 1,100,000 | |||||||||||
Available borrowings in July 2015 | 1,100,000 | 1,100,000 | 1,100,000 | |||||||||||
Available borrowings in August 2015 | 1,100,000 | 1,100,000 | 1,100,000 | |||||||||||
Available borrowings in September 2015 | 1,100,000 | 1,100,000 | 1,100,000 | |||||||||||
Available borrowings in October 2015 | 1,100,000 | 1,100,000 | 1,100,000 | |||||||||||
Available borrowings in November 2015 | 1,100,000 | 1,100,000 | 1,100,000 | |||||||||||
Available borrowings in December 2015 | 293,333 | $ 293,333 | 293,333 | |||||||||||
Senior Secured Notes [Member] | ||||||||||||||
Schedule Of Description Of Business Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||||||
Additional warrants connection with notes, expiration date | Oct. 9, 2016 | |||||||||||||
Securities Purchase Agreement [Member] | Maximum [Member] | Private Placement [Member] | ||||||||||||||
Schedule Of Description Of Business Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||||||
Payments for offering of notes | $ 155,900 | |||||||||||||
Percentage of commission received upon issue of warrants | 6.00% | |||||||||||||
Securities Purchase Agreement [Member] | Senior Secured Notes [Member] | ||||||||||||||
Schedule Of Description Of Business Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||||||
Debt instrument interest rate | 12.00% | |||||||||||||
Senior secured notes | 5,200,000 | $ 5,200,000 | 5,200,000 | |||||||||||
Proceeds from issuance of notes | $ 2,600,000 | 2,600,000 | ||||||||||||
Number of warrants issued to purchase common stock | shares | 3,464,456 | |||||||||||||
Warrants exercise price | $ / shares | $ 0.18 | |||||||||||||
Senior secured notes, remaining available borrowings | $ 0 | $ 0 | $ 0 | |||||||||||
Nicox [Member] | ||||||||||||||
Schedule Of Description Of Business Basis Of Presentation And Significant Accounting Policies [Line Items] | ||||||||||||||
License agreement terms | In January 2015, the Company entered into a license agreement with Nicox S.A. ("Nicox"), a France-based publicly traded company, for the development and commercialization of AzaSite (1% azithromycin), AzaSite XtraTM (2% azithromycin) and BromSiteTM(0.075% bromfenac) in Europe, Middle East and Africa (105 total countries). | |||||||||||||
License agreement date | Jan. 31, 2015 | |||||||||||||
Upfront payment received | $ 3,000,000 | |||||||||||||
Potential future upfront license payments to be received | $ 13,750,000 | |||||||||||||
Royalty description | Mid-single digit to double-digit royalties on the net sales. | |||||||||||||
Employee product assistance service reimbursement | $ 3,600,000 | |||||||||||||
Development cost percentage | 50.00% | |||||||||||||
[1] | Derived from the Company's audited consolidated financial statements as of December 31, 2014. |
Significant Accounting Polici19
Significant Accounting Policies and Use of Estimates - Estimated Fair Value of Warrant Liability (Detail) - Warrant [Member] - Level 3 [Member] - Fair Value on Recurring Basis [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0.80% | 0.90% |
Remaining term (years) | 2 years 3 months 18 days | 2 years 4 months 24 days |
Expected dividends | 0.00% | 0.00% |
Volatility | 100.00% | 101.20% |
Significant Accounting Polici20
Significant Accounting Policies and Use of Estimates - Changes in Fair Value of Warrant Liability of Level Three Financial Liability (Detail) - Warrant [Member] - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance at beginning of period | $ 1,191 | |
Initial fair value of warrants as of date of issuance | 345 | |
Net decrease in fair value of warrant liability for all outstanding warrants on remeasurement | (200) | $ (900) |
Balance at end of period | $ 1,336 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Apr. 01, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | [1] | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||
Options granted, Performance Incentive Plan expiration period | 10 years | |||||||
Options vested, Performance Incentive Plan one year in percentage | 25.00% | |||||||
Balance options vested in daily basis | 3 years | |||||||
Unvested options terminate and vested options generally expire | 3 months | |||||||
Common stock available for issuance and increased percentage of the total | 2.00% | |||||||
Common stock shares available for issuance outstanding | 3,000,000 | |||||||
Common stock, shares authorized | 350,000,000 | 350,000,000 | 350,000,000 | 240,000,000 | 240,000,000 | |||
Increase in the number of shares of common stock available for issuance | 2,639,020 | |||||||
Common stock, shares granted options to purchase | 0 | 0 | 2,875,000 | 2,777,000 | ||||
Common stock, shares estimated total grant date fair value | $ 415,000 | $ 555,000 | ||||||
Common stock, shares annualized forfeiture rate | 10.00% | |||||||
Stock-based compensation not expected to vest | $ 236,000 | $ 276,000 | ||||||
Unrecorded deferred stock-based compensation | $ 1,000,000 | $ 1,000,000 | ||||||
Recognized estimated weighted-average amortization period | 2 years 7 months 6 days | |||||||
Expected dividend yield | 0.00% | 0.00% | ||||||
Common stock, shares available for grant or issuance under 2007 Plan | 3,635,503 | 3,635,503 | ||||||
Weighted average fair value options granted | $ 0.14 | $ 0.20 | ||||||
Options exercised | 0 | 0 | ||||||
[1] | Derived from the Company's audited consolidated financial statements as of December 31, 2014. |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-Based Compensation (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | $ 166 | $ 210 | $ 357 | $ 462 |
Employee Stock Options [Member] | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | $ 166 | 211 | 358 | 466 |
Non-employee Stock Options Scientific Advisory Board Stock Options [Member] | ||||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ||||
Total stock-based compensation | $ (1) | $ (1) | $ (4) |
Stock-Based Compensation - St23
Stock-Based Compensation - Stock-Based Compensation Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 166 | $ 210 | $ 357 | $ 462 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | 78 | 81 | 171 | 186 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation | $ 88 | $ 129 | $ 186 | $ 276 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Fair Value Assumptions of Stock Options (Detail) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Risk-free interest rate | 1.30% | 1.70% |
Expected term (years) | 5 years | 5 years |
Expected dividends | 0.00% | 0.00% |
Volatility | 88.80% | 88.20% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Number of shares | ||||
Outstanding at beginning balance | 20,744,641 | |||
Granted | 0 | 0 | 2,875,000 | 2,777,000 |
Exercised | 0 | 0 | ||
Forfeited | (70,736) | |||
Expired | (287,030) | |||
Outstanding at ending balance | 23,261,875 | 23,261,875 | ||
Options vested and expected to vest at ending balance | 22,544,709 | 22,544,709 | ||
Options exercisable at ending balance | 16,121,962 | 16,121,962 | ||
Weighted-Average Exercise Price | ||||
Outstanding at beginning balance | $ 0.37 | |||
Granted | 0.21 | |||
Exercised | 0 | |||
Forfeited | 0.28 | |||
Expired | 0.60 | |||
Outstanding at ending balance | $ 0.34 | 0.34 | ||
Options vested and expected to vest at ending balance | 0.35 | 0.35 | ||
Options exercisable at ending balance | $ 0.38 | $ 0.38 | ||
Weighted-Average Remaining Contractual Term (Years) | ||||
Outstanding at ending balance | 6 years 9 months 11 days | |||
Options vested and expected to vest at ending balance | 6 years 8 months 12 days | |||
Options exercisable at ending balance | 5 years 10 months 13 days | |||
Aggregate Intrinsic Value | ||||
Outstanding at ending balance | $ 0 | $ 0 |
Net Income (Loss) per Share - A
Net Income (Loss) per Share - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Options and warrants excluded from calculation of diluted net income (loss) per share | 46,595,777 | 35,449,287 | 46,595,777 | 34,067,149 |
Net Income (Loss) per Share - C
Net Income (Loss) per Share - Computation of Basic and Diluted Net Income (Loss) per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Numerator: | ||||
Net income (loss) | $ (6,637) | $ 37,149 | $ (7,465) | $ 32,470 |
Denominator: | ||||
Weighted-average shares outstanding | 131,951 | 131,951 | 131,951 | 131,951 |
Effect of dilutive securities: | ||||
Stock options | 382 | |||
Weighted-average shares outstanding for diluted loss per share | 131,951 | 131,951 | 131,951 | 132,333 |
Net income (loss) per share: | ||||
Basic | $ (0.05) | $ 0.28 | $ (0.06) | $ 0.25 |
Diluted | $ (0.05) | $ 0.28 | $ (0.06) | $ 0.25 |
Warrant Liability - Additional
Warrant Liability - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Apr. 17, 2015 | Dec. 10, 2014 | Nov. 21, 2014 | Oct. 09, 2014 | Jul. 31, 2011 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2011 |
Class of Warrant or Right [Line Items] | ||||||||||
Gross proceeds from private placement | $ 22,200 | |||||||||
Net proceeds from private placement | $ 20,400 | |||||||||
Proceeds from issuance of notes | $ 7,800 | |||||||||
Common Stock [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Number of common stock sold | 36,978,440 | |||||||||
Selling price per share | $ 0.60 | |||||||||
Number of warrants issued to purchase common stock | 3,464,456 | 2,824,281 | 200,620 | 2,053,169 | 14,791,376 | 23,333,902 | 23,333,902 | |||
Warrant [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrants exercise price | $ 0.18 | $ 0.26 | $ 0.31 | $ 0.33 | $ 0.75 | |||||
Expiration period of warrants | 5 years | 5 years | 5 years | 5 years | 5 years | |||||
Warrant liability | $ 1,336 | $ 1,336 | $ 1,191 | |||||||
Decrease in warrant liability | (200) | $ (900) | ||||||||
Warrant [Member] | Previously Reported [Member] | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrant liability | $ 300 | $ 300 | $ 1,000 | $ 6,400 |
Common Stock Warrants - Outstan
Common Stock Warrants - Outstanding Common Stock Warrants (Detail) - USD ($) | 6 Months Ended | |||||
Jun. 30, 2015 | Apr. 17, 2015 | Dec. 10, 2014 | Nov. 21, 2014 | Oct. 09, 2014 | Jul. 31, 2011 | |
Warrant [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Exercise Price | $ 0.18 | $ 0.26 | $ 0.31 | $ 0.33 | $ 0.75 | |
Potential Proceeds if Exercised for Cash | $ 13,191,185 | |||||
Warrant [Member] | Warrants Issued On July 18, 2011 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Date Issued | Jul. 18, 2011 | |||||
Exercise Price | $ 0.75 | |||||
Expiration Date | Jul. 18, 2016 | |||||
Potential Proceeds if Exercised for Cash | $ 11,093,532 | |||||
Warrant [Member] | Warrants Issued On October 9, 2014 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Date Issued | Oct. 9, 2014 | |||||
Exercise Price | $ 0.33 | |||||
Expiration Date | Oct. 9, 2019 | |||||
Potential Proceeds if Exercised for Cash | $ 677,546 | |||||
Warrant [Member] | Warrants Issued On November 21, 2014 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Date Issued | Nov. 21, 2014 | |||||
Exercise Price | $ 0.31 | |||||
Expiration Date | Nov. 21, 2019 | |||||
Potential Proceeds if Exercised for Cash | $ 62,192 | |||||
Warrant [Member] | Warrants Issued On December 10, 2014 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Date Issued | Dec. 10, 2014 | |||||
Exercise Price | $ 0.26 | |||||
Expiration Date | Dec. 10, 2019 | |||||
Potential Proceeds if Exercised for Cash | $ 734,313 | |||||
Warrant [Member] | Warrants Issued On April 17, 2015 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Date Issued | Apr. 17, 2015 | |||||
Exercise Price | $ 0.18 | |||||
Expiration Date | Apr. 17, 2020 | |||||
Potential Proceeds if Exercised for Cash | $ 623,602 | |||||
Common Stock [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrant Shares | 23,333,902 | 3,464,456 | 2,824,281 | 200,620 | 2,053,169 | 14,791,376 |
Common Stock [Member] | Warrants Issued On July 18, 2011 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrant Shares | 14,791,376 | |||||
Common Stock [Member] | Warrants Issued On October 9, 2014 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrant Shares | 2,053,169 | |||||
Common Stock [Member] | Warrants Issued On November 21, 2014 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrant Shares | 200,620 | |||||
Common Stock [Member] | Warrants Issued On December 10, 2014 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrant Shares | 2,824,281 | |||||
Common Stock [Member] | Warrants Issued On April 17, 2015 [Member] | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrant Shares | 3,464,456 |
Legal Proceedings - Additional
Legal Proceedings - Additional Information (Detail) - Patent | Jun. 14, 2013 | May. 26, 2011 | Apr. 30, 2011 |
Legal Proceedings [Line Items] | |||
Number of patents infringed | 5 | ||
Maximum [Member] | |||
Legal Proceedings [Line Items] | |||
Period for filing of lawsuit | 30 months | ||
Company [Member] | |||
Legal Proceedings [Line Items] | |||
Number of patents infringed | 3 | 4 | |
Pfizer Inc [Member] | |||
Legal Proceedings [Line Items] | |||
Number of patents infringed | 1 | 1 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 1 Months Ended | |
Jul. 31, 2015 | Jun. 30, 2015 | |
August 2,015 | ||
Subsequent Event [Line Items] | ||
Common stock price per share | $ 0.25 | |
QLT Inc | ||
Subsequent Event [Line Items] | ||
Additional borrowings under secured line of credit | $ 1,100,000 | |
Subsequent Events | QLT Inc | ||
Subsequent Event [Line Items] | ||
Additional borrowings under secured line of credit | $ 1,100,000 |