Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 01, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | EMIS | ||
Entity Registrant Name | EMISPHERE TECHNOLOGIES INC | ||
Entity Central Index Key | 805326 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 60,687,478 | ||
Entity Public Float | $12,882,005 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $3,683 | $4,053 |
Inventories | 2,068 | 230 |
Prepaid expenses and other current assets | 188 | 622 |
Total current assets | 5,939 | 4,905 |
Equipment and leasehold improvements, net | 25 | 40 |
Other assets | 24 | 34 |
Total assets | 5,988 | 4,979 |
Current liabilities: | ||
Notes payable, related party, net of related discount | 556 | |
Accounts payable and accrued expenses | 1,846 | 1,539 |
Derivative instruments: | ||
Related party | 5,548 | 3,638 |
Others | 239 | 540 |
Other current liabilities | 30 | |
Total current liabilities | 7,633 | 6,303 |
Notes payable, related party net of related discount | 44,546 | 32,523 |
Derivative instruments - Related party | 24,133 | 11,331 |
Deferred revenue | 41,616 | 41,616 |
Deferred lease liability and other liabilities | 10 | 7 |
Total liabilities | 117,938 | 91,780 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Preferred stock, $.01 par value; authorized 4,000,000 shares at December 31, 2014; and authorized 2,000,000 shares at December 31, 2013; issued and outstanding at December 31, 2014 - none | ||
Common stock, $.01 par value; authorized 400,000,000 shares at December 31, 2014; and authorized 200,000,000 at December 31, 2013; issued 60,977,210 shares (60,687,478 outstanding) at December 31, 2014 and 2013 | 610 | 610 |
Additional paid-in capital | 405,531 | 405,300 |
Accumulated deficit | -514,139 | -488,759 |
Common stock held in treasury, at cost; 289,732 shares | -3,952 | -3,952 |
Total stockholders' deficit | -111,950 | -86,801 |
Total liabilities and stockholders' deficit | $5,988 | $4,979 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 4,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 400,000,000 | 200,000,000 |
Common stock, shares issued | 60,977,210 | 60,977,210 |
Common stock, shares outstanding | 60,687,478 | 60,687,478 |
Treasury stock, shares | 289,732 | 289,732 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Revenue | $0 | $0 | $0 |
Cost of goods sold | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 |
Costs and expenses: | |||
Research and development | 1,128 | 836 | 1,867 |
General and administrative | 8,162 | 6,749 | 4,935 |
Loss (gain) on disposal of fixed assets | 10 | -10 | |
Depreciation and amortization | 15 | 9 | 29 |
Total costs and expenses | 9,305 | 7,604 | 6,821 |
Operating loss | -9,305 | -7,604 | -6,821 |
Other non-operating income (expense): | |||
Investment and other income | 10 | 81 | 45 |
Change in fair value of derivative instruments: | |||
Related party | -12,172 | -8,491 | 7,880 |
Others | 300 | 58 | 230 |
Interest expense - related party | -6,232 | -4,955 | -6,236 |
Total other non-operating income (expense) | -18,094 | -13,307 | 1,919 |
Loss before income tax benefit (expense) | -27,399 | -20,911 | -4,902 |
Income tax benefit (expense) | 2,019 | -28 | 2,974 |
Net loss | ($25,380) | ($20,939) | ($1,928) |
Net loss per share, basic | ($0.42) | ($0.35) | ($0.03) |
Net loss per share, diluted | ($0.42) | ($0.35) | ($0.03) |
Weighted average shares outstanding, basic | 60,687,478 | 60,687,478 | 60,687,478 |
Weighted average shares outstanding, diluted | 60,687,478 | 60,687,478 | 60,687,478 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities: | |||
Net loss | ($25,380) | ($20,939) | ($1,928) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 15 | 9 | 29 |
Non-cash interest expense: | |||
Related party | 6,007 | 4,955 | 6,236 |
Others | 0 | 0 | 0 |
Changes in the fair value of derivative instruments: | |||
Related party | 12,172 | 8,491 | -7,880 |
Others | -300 | -58 | -230 |
Non-cash compensation | 231 | 205 | 344 |
Loss (gain) on disposal of fixed assets | 10 | -10 | |
Provision for bad debts | 31 | ||
Changes in assets and liabilities excluding non-cash charges: | |||
Decrease (increase) in accounts receivable | 1 | -10 | |
(Increase) decrease inventories | -1,361 | 19 | 9 |
(Increase) decrease in prepaid expenses and other current assets | -43 | -473 | 432 |
Decrease (increase) in security deposits | 10 | -34 | |
Increase in accounts payable, accrued expenses and other | 306 | 615 | 29 |
(Decrease) increase in other current liabilities | -30 | 30 | -33 |
Increase in deferred revenue | 10,002 | 21 | |
(Increase) decrease in deferred lease and other liabilities | 3 | -2 | -4 |
Total adjustments | 17,010 | 23,804 | -1,070 |
Net cash (used in) provided by operating activities | -8,370 | 2,865 | -2,998 |
Cash flows from investing activities: | |||
Decrease in restricted cash | 247 | ||
Purchase of fixed assets | -46 | ||
Proceeds from sale of fixed assets | 13 | ||
Net cash provided by investing activities | 201 | 13 | |
Cash flows from financing activities: | |||
Proceeds from notes payable | 8,000 | 1,400 | |
Payments for debt issue costs | -497 | ||
Net cash (used in) provided by financing activities | 8,000 | -497 | 1,400 |
Net increase (decrease) in cash and cash equivalents | -370 | 2,569 | -1,585 |
Cash and cash equivalents, beginning of year | 4,053 | 1,484 | 3,069 |
Cash and cash equivalents, end of year | 3,683 | 4,053 | 1,484 |
Non-cash investing and financing activities: | |||
Debt discounts issued in debt modifications | 4,041 | ||
Conversion of accrued interest to notes payable | $5,542 | $3,031 |
Statements_of_Stockholders_Def
Statements of Stockholders' Deficit (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Stock Held in Treasury [Member] |
In Thousands, except Share data | |||||
Beginning Balance at Dec. 31, 2011 | ($64,527) | $610 | $404,707 | ($465,892) | ($3,952) |
Beginning Balance, shares at Dec. 31, 2011 | 60,977,210 | 289,732 | |||
Net loss | -1,928 | -1,928 | |||
Capital contributed from imputed interest | 45 | 45 | |||
Stock based compensation for employees | 176 | 176 | |||
Stock based compensation for directors | 168 | 168 | |||
Ending Balance at Dec. 31, 2012 | -66,066 | 610 | 405,096 | -467,820 | -3,952 |
Ending Balance, shares at Dec. 31, 2012 | 60,977,210 | 289,732 | |||
Net loss | -20,939 | -20,939 | |||
Stock based compensation for employees | 47 | 47 | |||
Stock based compensation for directors | 157 | 157 | |||
Ending Balance at Dec. 31, 2013 | -86,801 | 610 | 405,300 | -488,759 | -3,952 |
Ending Balance, shares at Dec. 31, 2013 | 60,977,210 | 289,732 | |||
Net loss | -25,380 | -25,380 | |||
Stock based compensation for employees | 71 | 71 | |||
Stock based compensation for directors | 160 | 160 | |||
Ending Balance at Dec. 31, 2014 | ($111,950) | $610 | $405,531 | ($514,139) | ($3,952) |
Ending Balance, shares at Dec. 31, 2014 | 9,195,376 | 60,977,210 | 289,732 |
Nature_of_Operations_Risks_and
Nature of Operations, Risks and Uncertainties and Liquidity | 12 Months Ended |
Dec. 31, 2014 | |
Text Block [Abstract] | |
Nature of Operations, Risks and Uncertainties and Liquidity | 1. Nature of Operations, Risks and Uncertainties and Liquidity |
Nature of Operations. Emisphere Technologies, Inc. (“Emisphere,” “the Company,” “our,” “us,” or “we”) is a commercial stage, specialty pharmaceutical company that has recently commenced commercial operations. The Company launched its first prescription product, oral Eligen B12™ Rx, in the U.S. during March 2015. Additionally, the Company is currently engaged in multiple ex-US licensing discussions with the intention of offering oral Eligen B12™ Rx for sale in global markets. Beyond Eligen B12™ Rx, the Company utilizes its proprietary Eligen® Technology to create new oral formulations of therapeutic agents. Emisphere is currently partnered with global pharmaceutical companies for the development of new orally delivered therapeutics | |
By building on the oral Eligen B12™ Rx product, the Company intends to establish a sound product portfolio platform on which to expand its B12 therapeutic franchise as well as expand internal new product development with new therapeutic agents. The Company will also continue to develop its existing drug delivery carrier partnerships and expand its carrier business by seeking out and engaging in new global licensing opportunities. | |
Our core business strategy is to pursue the commercialization of oral Eligen B12™ Rx, build new, high-value partnerships and continue to expand upon existing partnerships, evaluate commercial opportunities for new prescription medical foods, and promote new uses for our Eligen®Technology, a broad-based proprietary oral drug delivery platform which makes it possible to avoid injections for drug administration through the use of delivery agents, or “carriers,” which facilitate or enable transport of therapeutic molecules, including large peptides and proteins, across biological membranes such as those of the gastrointestinal tract. Our delivery agents have no known pharmacological activity in the amounts used to enhance oral drug delivery and therefore may be considered excipients. | |
Risks and Uncertainties. We have no prescription products currently approved for sale by the U.S. FDA. There can be no assurance that our research and development will be successfully completed, that any products developed will obtain necessary government regulatory approval or that any approved products will be commercially viable. In addition, we operate in an environment of rapid change in technology and are dependent upon the continued services of our current employees, consultants and subcontractors. We are highly dependent upon the commercial success of oral Eligen B12™ Rx and cannot be sure that our plans will be successful. We have limited capital resources and significant commitments and obligations. | |
Since our inception in 1986, we have generated significant losses from operations and we anticipate that we will continue to generate significant losses from operations for the foreseeable future, and that in order to continue as a going concern, our business will require substantial additional investment that we have not yet secured. | |
As of December 31, 2014, our accumulated deficit was approximately $514.1 million. Our loss from operations was $9.3 million, $7.6 million and $6.8 million for the years ended December 31, 2014, 2013 and 2012, respectively. Our net loss was $25.4 million, $20.9 million and $1.9 million for the years ended December 31, 2014, 2013 and 2012, respectively. Our net cash provided (outlays) from operations and capital expenditures were ($8.4) million, $3.1 million and ($3.0) million for the years ended December 31, 2014, 2013 and 2012, respectively. Net cash provided (outlays) include receipts of deferred revenue of $0.0 million, $10.0 million, and $0.02 million for 2014, 2013, and 2012, respectively. Our stockholders’ deficit was $111.9 million and $86.8 million as of December 31, 2014 and 2013, respectively. On December 31, 2014 we had approximately $3.7 million cash. | |
As of December 31, 2014, the Company’s obligations included approximately $40.9 million (face value) under its Second Amended and Restated Convertible Notes (the “Convertible Notes”), approximately $8.3 million (face value) under a loan agreement entered into on August 20, 2014 (the “Loan Agreement”), approximately $0.7 million (face value) under its Second Amended and Restated Reimbursement Notes (the “Reimbursement Notes”), and approximately $1.9 million (face value) under its Second Amended and Restated Bridge Notes (the “Bridge Notes”). The Convertible Notes and the Loan Agreement are subject to various sales, operating and manufacturing performance criteria. | |
Under the terms of the Loan Agreement, described in Note 7 to the Financial Statements, Emisphere may borrow, at specified times and based on the attainment of specified performance milestones, up to an aggregate of $20.0 million to finance the development, manufacturing, marketing and sales of its oral Eligen B12™ Rx Product. The new loan facility will mature on December 31, 2019 and bear interest at a rate of 13% per year. The first borrowing under the Loan Agreement occurred on August 20, 2014, in an original principal amount of $5.0 million, and the second occurred on November 4, 2014 in an original principal amount of $3.0 million. Subject to achieving certain operational milestones relating to the timely manufacture and commencement of sales of oral Eligen B12™ Rx, of which there can be no assurance, the Company may request three additional borrowings under the Loan Agreement as follows: up to $5.0 million in the first quarter of 2015, up to $5.0 million in the second quarter of 2015, and up to $2.0 million in the third quarter of 2015. In addition to funding available through the Loan Agreement, the Company received approximately $1.7 million and $0.3 million on January 14, 2014, and December 9, 2014, respectively, from the sale of unused net operating losses by participating in the Technology Business Tax Certificate Transfer Program, sponsored by the New Jersey Economic Development Authority. | |
We believe the Company’s current cash balance, in addition to cash available through additional borrowings under the Loan Agreement, assuming attainment of the milestones, will provide sufficient capital to support the commercial launch of oral Eligen B12™ Rx in the U.S. market and to continue operations through the end of 2015. The Company’s future capital requirements beyond 2015 and financial success depend largely on the commercial success of our oral Eligen B12™ Rx product and our ability to leverage existing as well as securing new partnering opportunities. There is no assurance that our plans will be successful. If we fail to raise sufficient capital from commercial operations or partnerships, we will need to seek capital from other sources. We cannot assure you that financing will be available on favorable terms or at all. If we fail to generate sufficient additional capital from sales of oral Eligen B12™ Rx or obtain substantial cash inflows from existing or new partners or other sources prior to the end 2015, we could be forced to cease operations. Additionally, if additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities would result in dilution to our existing stockholders. These conditions raise substantial doubt about our ability to continue as a going concern. Consequently, the audit reports prepared by our independent registered public accounting firm relating to our financial statements for the years ended December 31, 2014, 2013 and 2012 include an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. | |
Furthermore, despite our optimism regarding the Eligen® Technology, even in the event that the Company is adequately funded, there is no guarantee that any of our products or product candidates will perform as hoped or that such products can be successfully commercialized. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Accounting Policies [Abstract] | ||||
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies | |||
Use of Estimates. The preparation of financial statements in accordance with accounting principles generally accepted in the U.S. involves the use of estimates and assumptions that affect the recorded amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses and performance period for revenue recognition. Actual results may differ substantially from these estimates. Significant estimates include accrued expenses, the variables and method used to calculate stock-based compensation, derivative instruments and deferred taxes. | ||||
Concentration of Credit Risk. Financial instruments, which potentially subject us to concentrations of credit risk, consist of cash, cash equivalents, restricted cash and investments. We invest excess funds in accordance with a policy objective seeking to preserve both liquidity and safety of principal. We generally invest our excess funds in obligations of the U.S. government and its agencies, bank deposits, money market funds, and investment grade debt securities issued by corporations and financial institutions. We hold no collateral for these financial instruments. | ||||
Cash, Cash Equivalents, and Investments. We consider all highly liquid, interest-bearing instruments with original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents may include demand deposits held in banks and interest bearing money market funds. Our investment policy requires that commercial paper be rated A-1, P-1 or better by either Standard and Poor’s Corporation or Moody’s Investor Services or another nationally recognized agency and that securities of issuers with a long-term credit rating must be rated at least “A” (or equivalent). As of December 31, 2014, we held no investments. | ||||
Inventory. Inventories are stated at the lower of cost or market determined by the first in, first out method. | ||||
Impairment of Long-Lived Assets. In accordance with FASB ASC 360-10-35, we review our long-lived assets for impairment whenever events and circumstances indicate that the carrying value of an asset might not be recoverable. An impairment loss, measured as the amount by which the carrying value exceeds the fair value, is recognized if the carrying amount exceeds estimated undiscounted future cash flows. | ||||
Equipment and Leasehold Improvements. Equipment and leasehold improvements are stated at cost. Depreciation and amortization are provided on a straight-line basis over the estimated useful life of the asset. Leasehold improvements are amortized over the term of the lease or useful life of the improvements, whichever is shorter. Expenditures for maintenance and repairs that do not materially extend the useful lives of the respective assets are charged to expense as incurred. The cost and accumulated depreciation or amortization of assets retired or sold are removed from the respective accounts and any gain or loss is recognized in operations. | ||||
Deferred Lease Liability. Our leases provide for rental holidays and escalations of the minimum rent during the lease term, as well as additional rent based upon increases in real estate taxes and common maintenance charges. We record rent expense from leases with rental holidays and escalations using the straight-line method, thereby prorating the total rental commitment over the term of the lease. Under this method, the deferred lease liability represents the difference between the minimum cash rental payments and the rent expense computed on a straight-line basis. | ||||
Revenue Recognition. We recognize revenue in accordance with FASB ASC 605-10-S99, Revenue Recognition. | ||||
Oral Eligen B12™ Rx Product | ||||
We will sell our Oral Eligen B12™ Rx product through drug wholesalers and retail pharmacies. We will recognize revenue from prescription product sales, net of sales discounts, chargebacks, and rebates. We will accept returns of unsalable product from customers within a return period of six months prior to and 12 months following product expiration. Our Oral Eligen B12™ Rx product currently has a shelf life of 24 months from the date of manufacture. Given the limited history of our Oral Eligen B12™ Rx product, we currently cannot reliably estimate expected returns of the prescription products at the time of shipment. Accordingly, we will defer recognition of revenue on prescription products until the right of return no longer exists, which occurs at the earlier of the time the Oral Eligen B12™ Rx product is dispensed through patient prescriptions or expiration of the right of return. | ||||
Collaborative Agreements and Feasibility Studies | ||||
Revenue earned from collaborative agreements and feasibility studies is comprised of reimbursed research and development costs, as well as upfront and research and development milestone payments. Deferred revenue represents payments received which are related to future performance. Revenue from feasibility studies, which are typically short term in nature, is recognized upon delivery of the study, provided that all other revenue recognition criteria are met. | ||||
Revenue from collaboration agreements are recognized using the proportional performance method provided that we can reasonably estimate the level of effort required to complete our performance obligations under an arrangement and such performance obligations are provided on a best effort basis and based on “expected payments.” Under the proportional performance method, periodic revenue related to nonrefundable cash payments is recognized as the percentage of actual effort expended to date as of that period to the total effort expected for all of our performance obligations under the arrangement. Actual effort is generally determined based upon actual hours incurred and include research and development (“R&D”) activities performed by us and time spent for Joint Steering Committee (“JSC”) activities. Total expected effort is generally based upon the total R&D and JSC hours incorporated into the project plan that is agreed to by both parties to the collaboration. Significant management judgments and estimates are required in determining the level of effort required under an arrangement and the period over which we expect to complete the related performance obligations. Estimates of the total expected effort included in each project plan are based on historical experience of similar efforts and expectations based on the knowledge of scientists for both the Company and its collaboration partners. The Company periodically reviews and updates the project plan for each collaborative agreement. The most recent reviews took place in January 2014. In the event that a change in estimate occurs, the change will be accounted for using the cumulative catch-up method which provides for an adjustment to revenue in the current period. Estimates of our level of effort may change in the future, resulting in a material change in the amount of revenue recognized in future periods. | ||||
Generally under collaboration arrangements, nonrefundable payments received during the period of performance may include time- or performance-based milestones. The proportion of actual performance to total expected performance is applied to the “expected payments” in determining periodic revenue. However, revenue is limited to the sum of (i) the amount of nonrefundable cash payments received and (ii) the payments that are contractually due but have not yet been paid. | ||||
With regard to revenue recognition in connection with development and license agreements that include multiple deliverables, Emisphere’s management reviews the relevant terms of the agreements and determines whether such deliverables should be accounted for as a single unit of accounting in accordance with FASB ASC 605-25, Multiple-Element Arrangements. If it is determined that a delivered license and Eligen® Technology do not have stand-alone value and Emisphere does not have objective evidence of fair value of the undelivered Eligen® Technology or the manufacturing value of all the undelivered items, then such deliverables are accounted for as a single unit of accounting and any payments received pursuant to such agreement, including any upfront or development milestone payments and any payments received for support services, will be deferred and included in deferred revenue within our balance sheet until such time as management can estimate when all of such deliverables will be delivered, if ever. Management reviews and reevaluates such conclusions as each item in the arrangement is delivered and circumstances of the development arrangement change. See Note 12 for more information about the Company’s accounting for revenue from specific development and license agreements. | ||||
Research and Development and Clinical Trial Expenses. Research and development expenses include costs directly attributable to the conduct of research and development programs, including the cost of salaries, payroll taxes, employee benefits, materials, supplies, maintenance of research equipment, costs related to research collaboration and licensing agreements, the cost of services provided by outside contractors, including services related to our clinical trials, clinical trial expenses, the full cost of manufacturing drug for use in research, pre-clinical development, and clinical trials. All costs associated with research and development are expensed as incurred. | ||||
Clinical research expenses represent obligations resulting from our contracts with various research organizations in connection with conducting clinical trials for our product candidates. We account for those expenses on an accrual basis according to the progress of the trial as measured by patient enrollment and the timing of the various aspects of the trial. Accruals are recorded in accordance with the following methodology: (i) the costs for period expenses, such as investigator meetings and initial start-up costs, are expensed as incurred based on management’s estimates, which are impacted by any change in the number of sites, number of patients and patient start dates; (ii) direct service costs, which are primarily ongoing monitoring costs, are recognized on a straight-line basis over the life of the contract; and (iii) principal investigator expenses that are directly associated with recruitment are recognized based on actual patient recruitment. All changes to the contract amounts due to change orders are analyzed and recognized in accordance with the above methodology. Change orders are triggered by changes in the scope, time to completion and the number of sites. During the course of a trial, we adjust our rate of clinical expense recognition if actual results differ from our estimates. | ||||
Income Taxes. Deferred tax liabilities and assets are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. These liabilities and assets are determined based on differences between the financial reporting and tax basis of assets and liabilities measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recognized to reduce deferred tax assets to the amount that is more likely than not to be realized. In assessing the likelihood of realization, management considered estimates of future taxable income. | ||||
Stock-Based Employee Compensation. We recognize expense for our share-based compensation based on the fair value of the awards at the time they are granted. We estimate the value of stock option awards on the date of grant using the Black-Scholes model. The determination of the fair value of share-based payment awards on the date of grant is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, expected term, risk-free interest rate, expected dividends and expected forfeiture rates. The forfeiture rate is estimated using historical option cancellation information, adjusted for anticipated changes in expected exercise and employment termination behavior. Our outstanding awards do not contain market or performance conditions therefore we have elected to recognize share-based employee compensation expense on a straight-line basis over the requisite service period. | ||||
Fair Value of Financial Instruments. The carrying amounts for cash, cash equivalents, accounts payable, and accrued expenses approximate fair value because of their short-term nature. At December 31, 2014, the carrying value of the Second Amended and Restated Convertible Notes, Second Amended and Restated Reimbursement Notes, Second Amended and Restated Bridge Notes and Loan Agreement was $44.5 million, which reflects its original cost plus accrued interest. See Note 7 for further discussion of the notes payable. | ||||
Derivative Instruments. Derivative instruments consist of common stock warrants, and certain instruments embedded in certain notes payable and related agreements. These financial instruments are recorded in the balance sheets at fair value as liabilities. Changes in fair value are recognized in earnings in the period of change. | ||||
Fair Value Measurements. The authoritative guidance for fair value measurements defines fair value as the price that would be received if an asset were to be sold or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: | ||||
Ÿ | Level 1 — Quoted prices in active markets for identical assets or liabilities | |||
Ÿ | Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data for substantially the full term of the assets or liabilities | |||
Ÿ | Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities | |||
Future Impact of Recently Issued Accounting Standards | ||||
New Accounting Pronouncements | ||||
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is currently evaluating the impact of the new standards. | ||||
In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which provides guidance on management’s responsibility in evaluating whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. The adoption of ASU 2014-15 is not expected to have a material impact on our financial position, results of operations or cash flows. | ||||
Management does not believe there would have been a material effect on the accompanying financial statements had any other recently issued, but not yet effective, accounting standards been adopted in the current period. |
Inventory
Inventory | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Inventory | 3. Inventory | ||||||||
Inventory consists of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(In thousands) | |||||||||
Raw Materials | $ | 1,350 | |||||||
Work-in-process | 718 | 230 | |||||||
Total | $ | 2,068 | $ | 230 | |||||
Prepaid_Expenses_and_Other_Cur
Prepaid Expenses and Other Current Assets | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Text Block [Abstract] | |||||||||
Prepaid Expenses and Other Current Assets | 4. Prepaid Expenses and Other Current Assets | ||||||||
Prepaid expenses and other current assets consist of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(In thousands) | |||||||||
Prepaid corporate insurance | $ | 53 | $ | 92 | |||||
Deposit on inventory | — | 477 | |||||||
Prepaid expenses and other current assets | 135 | 53 | |||||||
$ | 188 | $ | 622 | ||||||
Fixed_Assets
Fixed Assets | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
Fixed Assets | 5. Fixed Assets | ||||||||||
Equipment and leasehold improvements, net, consists of the following: | |||||||||||
December 31, | |||||||||||
Useful Lives In Years | 2014 | 2013 | |||||||||
(In thousands) | |||||||||||
Equipment | 7-Mar | $ | 601 | $ | 601 | ||||||
Leasehold improvements | Term of lease | 27 | 27 | ||||||||
628 | 628 | ||||||||||
Less, accumulated depreciation and amortization | 603 | 588 | |||||||||
$ | 25 | $ | 40 | ||||||||
Depreciation expense for the years ended December 31, 2014, 2013 and 2012, was $15 thousand, $9 thousand and $29 thousand, respectively. |
Accounts_Payable_and_Accrued_E
Accounts Payable and Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Accounts Payable and Accrued Expenses | 6. Accounts Payable and Accrued Expenses | ||||||||
Accounts payable and accrued expenses consist of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(In thousands) | |||||||||
Accounts payable | $ | 530 | $ | 525 | |||||
Accrued legal, professional fees and other | 1,262 | 967 | |||||||
Accrued vacation | 54 | 47 | |||||||
$ | 1,846 | $ | 1,539 | ||||||
Notes_Payable
Notes Payable | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Notes Payable | 7. Notes Payable | ||||||||
Notes payable, net of related discounts, consists of the following: | |||||||||
December 31, | 2013 | ||||||||
2014 | |||||||||
(in thousands) | |||||||||
Convertible Notes | $ | 35,332 | $ | 32,230 | |||||
Loan Agreement | 8,307 | — | |||||||
Reimbursement Notes | 636 | 556 | |||||||
Bridge Notes | 271 | 293 | |||||||
44,546 | 33,079 | ||||||||
Less: Current portion | — | 556 | |||||||
Non-current Notes payable, net of related discounts | $ | 44,546 | $ | 32,523 | |||||
On August 20, 2014, the Company entered into a series of agreements (the “Transaction Documents”) with MHR Capital Partners Master Account LP, MHR Capital Partners (100) LP, MHR Institutional Partners II LP, and MHR Institutional Partners IIA LP, (collectively, “MHR” or the “Lenders”), for a new loan facility, an extension of the Company’s existing obligations under various promissory notes previously issued to the Lenders, and for payment by the Company of certain royalties to MHR (the “Transaction”). | |||||||||
The Loan Agreement provides for, among other things, a commitment (the “Commitment”) of the Lenders to loan the Company up to $20 million to finance the development, manufacturing, marketing and sale of oral Eligen B12™ Rx (the “B12 Product”). The Company may make five borrowings (each, a “Borrowing”, and collectively, the “Loan”) under the Loan Agreement. The first Borrowing occurred on August 20, 2014 in an original principal amount of $5 million, and the second occurred on November 4, 2014, in an original principal amount of $3 million. Subject to achieving certain operational milestones relating to the timely manufacture and commencement of sales of the B12 Product, of which there can be no assurance, the Company may request three additional Borrowings as follows: up to $5.0 million in the first quarter of 2015, up to $5.0 million in the second quarter of 2015, and up to $2.0 million in the third quarter of 2015. | |||||||||
In addition, as described below, if the Company does not have sufficient cash in excess of the Minimum Cash Balance, as defined below, to pay any Royalties that become due under the Royalty Agreement, as described below, in cash, such Royalties will be paid as an additional Loan under the Loan Agreement by increasing the principal amount outstanding under the Loan Agreement (any such Loan, “Paid-In-Kind Royalties”). The “Minimum Cash Balance” generally means cash on hand (plus certain cash expenditures during such fiscal year that are unrelated to the B12 Product or related products) of at least $10 million (or $15 million, under certain circumstances beginning as early as October 1, 2015), subject to certain permitted deductions. | |||||||||
Except with respect to Paid-In-Kind Royalties incurred under the Loan Agreement after all amounts of principal and interest have previously been paid in full, the Loan will mature on the earlier of (a) December 31, 2019, and, (b) 30 days after the end of any fiscal year in which the Company’s cash (plus certain cash expenditures during such fiscal year that are unrelated to the B12 Product or related products) as of the end of such fiscal year (subject to certain permitted deductions) is more than three times the principal amount of the Loan as of the end of such fiscal year. Paid-In-Kind Royalties incurred under the Loan Agreement after all amounts of principal and interest have previously been paid in full mature one year following the date of incurrence. The Loan bears interest at a rate of 13% per annum (the “Interest Rate”), compounded monthly, and will be payable in kind and in arrears on June 30 and December 31 of each year up to and including the maturity date by increasing the outstanding principal amount of the Loan by the amount of each such interest payment. So long as an event of default under the Loan Agreement (an “Event of Default”) has occurred and is continuing, at the election of MHR, interest shall accrue on the Loan at a rate equal to 2% per annum above the Interest Rate (“Default Rate”). Interest at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured or waived in writing and shall be payable upon demand and, if not paid when due, shall itself bear interest at the Default Rate. The Loan must be repaid from time to time prior to maturity pursuant to (a) a cash sweep of 50% of the Company’s adjusted consolidated free cash flow, or 75% of the Company’s adjusted consolidated free cash flow in any year in which the adjusted consolidated free cash flow exceeds $50 million, to the extent such cash sweep does not cause the Company’s cash as of the end of such year to be less than the Minimum Cash Balance, (b) a cash sweep of 50% of any cash proceeds received from any third party in connection with the license, distribution or sale of any of the Company’s products other than the B12 Product or related products (the “Non-B12 Products”), subject to the priority described below, and (c) a Royalty Match (as described below), to the extent such Royalty Match does not cause the Company’s cash as of the end of such year to be less than the Minimum Cash Balance and subject to the priority described below. The Loan Agreement provides for certain representations and warranties, conditions precedent to the Lenders’ obligation to lend, affirmative and negative covenants of the Company (including, but not limited to, certain milestones in the development of its B12 Products) and Events of Default. | |||||||||
In connection with the entry into the Loan Agreement, on August 20, 2014, the Lenders and the Company further amended and restated (i) the Convertible Notes issued by the Company to certain of the Lenders, (ii) the Bridge Notes issued by the Company to certain of the Lenders, and (iii) the Reimbursement Notes (and, together with the Convertible Notes and Bridge Notes, the “MHR Notes”). Also, in connection with the entry into the Loan Agreement and the amendment and restatement of the MHR Notes, Institutional Partners IIA and the Company have amended the Pledge and Security Agreement, dated September 26, 2005, as amended, by and between the Company and Institutional Partners IIA to, among other things, secure the Reimbursement Notes and payments due under the Loan Agreement with substantially all of the Company’s assets, and secure the payments due under the Royalty Agreement and Paid-In-Kind Royalties due under the Loan Agreement with the Company’s intellectual property relating to the B12 Products and related products. | |||||||||
As of December 31, 2014, the principal balance of the Loan agreement was $8.3 million including approximately $0.3 million interest payable in kind. | |||||||||
Convertible Notes. On September 26, 2005, we received net proceeds of approximately $12.9 million under a $15 million secured loan agreement (the “2005 Loan Agreement”) executed with MHR. Under the 2005 Loan Agreement, MHR requested, and on May 16, 2006, we effected, the exchange of the loan from MHR for the predecessor of the Convertible Notes, which were 11% senior secured convertible notes with substantially the same terms as the 2005 Loan Agreement, except that the original Convertible Notes were convertible, at the sole discretion of MHR, into shares of our common stock at a price per share of $3.78. In connection with the original Convertible Notes exchange, the Company agreed to appoint a representative of MHR (the “MHR Nominee”) and another person (the “Mutual Director”) to the Board. Further, the Company agreed to amend, and in January 2006 did amend, its certificate of incorporation to provide for continuity of the MHR Nominee and the Mutual Nominee on the Board so long as MHR holds at least 2% of the outstanding common stock of the Company. The original Convertible Notes were amended and restated on May 7, 2013 and amended and restated a second time on August 20, 2014 as described below. | |||||||||
The Convertible Notes now provide for a new maturity date of March 31, 2022 (subject to acceleration upon the occurrence of certain specified events of default, including the failure to meet certain sales, performance, and manufacturing milestones specified in the Convertible Notes). The interest rate is 13% per annum, compounded monthly, which interest will be payable in the form of additional Convertible Notes. The Convertible Notes are collateralized by a first priority lien in favor of the Lenders on substantially all of the Company’s assets. After all principal and interest under the Loan Agreement and Reimbursement Notes are repaid, the remaining Convertible Notes must be redeemed from time to time prior to maturity pursuant to a cash sweep of 50% of the Company’s adjusted consolidated free cash flow (75% of the Company’s adjusted consolidated free cash flow in any year in which the Company’s adjusted consolidated free cash flow exceeds $50 million) to the extent such cash sweep does not cause the Company’s cash as of the end of such year to be less than the Minimum Cash Balance. The Convertible Notes are convertible, at the option of the holders, at a conversion price of $1.25 per share of common stock, which conversion price is subject to adjustment upon the occurrence of specified events, including stock dividends, stock splits, certain fundamental corporate transactions, and certain issuances of common stock by the Company. The Convertible Notes must also be redeemed from time to time prior to maturity pursuant to (a) a cash sweep of 50% of any cash proceeds received from any third party in connection with the license, distribution or sale of any Non-B12 Product, subject to the priority described below and (b) a Royalty Match (as described below), to the extent such Royalty Match does not cause the Company’s cash as of the end of such year to be less than the Minimum Cash Balance and subject to the priority described below. If we fail to meet our obligations under the terms of the Convertible Notes, or fail to meet any of the sales, operating or manufacturing performance criteria included in the Convertible Notes, we would be in default under these notes, which would give MHR the option of foreclosing on substantially all of our assets. As of December 31, 2014, the principal balance of the Convertible Notes was $40.9 million; and the Convertible Notes were convertible into 32,717,484 shares of our common stock. | |||||||||
Reimbursement Notes. On June 8, 2010, the Company issued the predecessor to the Reimbursement Notes to MHR in the form of certain non-interest bearing promissory notes in the aggregate principal amount of $600,000 in reimbursement for legal expenses incurred by MHR in connection with MHR’s agreement to, among other things, waive certain rights as a senior secured party of the Company and enter into a non-disturbance agreement with the Company’s collaboration partner Novartis Pharma AG, and, if necessary, to enter into a comparable agreement in connection with another potential Company transaction. The original Reimbursement Notes were amended and restated on May 7, 2013 and amended and restated again on August 20, 2014 as described below. | |||||||||
The Reimbursement Notes provide for a maturity date of the earlier of (a) March 31, 2022 and (b) immediately prior to the time that any amounts outstanding under the Loan Agreement are repaid (subject to acceleration upon the occurrence of certain events of default specified in the Reimbursement Notes), and bear interest at the rate of 10% per annum, compounded monthly, which interest is payable in the form of additional Reimbursement Notes. The Reimbursement Notes are collateralized by a first priority lien in favor of the Lenders on substantially all of the Company’s assets. The Reimbursement Notes are convertible, at the option of the holders, at a conversion price of $0.50 per share of common stock, which conversion price is subject to adjustment upon the occurrence of specified events, including stock dividends, stock splits, certain fundamental corporate transactions, and certain issuances of common stock by the Company. The Reimbursement Notes must also be redeemed from time to time prior to maturity pursuant to a cash sweep of 50% of any cash proceeds received from any third party in connection with the license, distribution or sale of any Non-B12 Product, subject to the priority described below. As of December 31, 2014, the principal balance of the Reimbursement Notes was $0.68 million; and the Reimbursement Notes were convertible into 1,365,606 shares of our common stock. | |||||||||
Bridge Notes. On October 17, 2012, the Company issued to MHR the predecessor to the Bridge Notes in the aggregate principal amount of $1,400,000. The original Bridge Notes provided for an interest rate of 13% per annum and were payable on demand. The Bridge Notes were amended and restated on May 7, 2013 and restated again on August 20, 2014 as described below. | |||||||||
The Bridge Notes provide for a maturity date of March 31, 2022 (subject to acceleration upon the occurrence of certain events of default specified) and bear interest at 13% per year, compounded monthly and payable in the form of additional Bridge Notes. The Bridge Notes are collateralized by a first priority lien in favor of the Lenders on substantially all of the Company’s assets. The Bridge Notes are convertible, at the option of the holders, at a conversion price of $0.50 per share of common stock, which conversion price is subject to adjustment upon the occurrence of specified events, including stock dividends, stock splits, certain fundamental corporate transactions, and certain issuances of common stock by the Company. The Bridge Notes must also be redeemed from time to time prior to maturity pursuant to (a) a cash sweep of 50% of any cash proceeds received from any third party in connection with the license, distribution or sale of any Non-B12 Product, subject to the priority described below and (b) a Royalty Match (as described below), to the extent such Royalty Match does not cause the Company’s cash as of the end of such year to be less than the Minimum Cash Balance and subject to the priority described below. As of December 31, 2014, the principal balance of the Bridge Notes was $1.86 million; and the Reimbursement Notes were convertible into 3,710,158 shares of our common stock. | |||||||||
The priority of the cash sweep for Non-B12 Products is as follows: (i) to redeem the Reimbursement Notes, (ii) to prepay principal and interest outstanding under the Loan Agreement; (ii) to reduce the Commitment; (iv) to redeem the Convertible Notes; and (v) to redeem the Bridge Notes. | |||||||||
As a condition to MHR entering into the Loan Agreement and amending and restating the MHR Notes, the Company and MHR entered into a Royalty Agreement (the “Royalty Agreement”) on August 20, 2014, pursuant to which the Company agreed to pay to MHR, subject to specified terms and conditions, royalties in perpetuity (the “Royalties”), commencing as of the date of the Royalty Agreement, in an amount equal to: twenty percent (20%) of all Net Product Sales (as defined in the Royalty Agreement) and any third party payments arising in connection with the sale of the B12 Product and related products, during any fiscal year; provided that, from and after October 1, 2015, if no amount of indebtedness is outstanding under the Loan Agreement (the “Indebtedness Repayment Condition”), such amount shall be reduced to (i) five percent (5%) of all Net Sales and third party payments commencing with the first quarter immediately following the quarter in which the Indebtedness Repayment Condition is satisfied, or (ii) two and one half percent (2.5%) of all Net Sales commencing with the quarter immediately following the quarter in which the Indebtedness Repayment Condition is satisfied, but only with respect to the Net Sales made in any country in which there was not a Valid Patent Claim (as defined in the Royalty Agreement) and where generic entry of a competitive product not by the Company or its affiliates that does not infringe a Valid Patent Claim in such country has occurred, in each case as of the last day of such Fiscal Quarter. Once the royalty rate has been reduced to 5%, the rate shall not be reinstated to 20% even if amounts become outstanding under the Loan Agreement as a result of Paid-In-Kind Royalties. Payments of Royalties shall be made in cash to the extent such Royalties do not cause the Company’s cash as of the end of any year to be less than the Minimum Cash Balance, and otherwise shall be paid as Paid-In-Kind Royalties. | |||||||||
If any Royalties become due under the Royalty Agreement when the royalty rate is 5% or 2.5%, the amount outstanding under the Loan Agreement, Convertible Notes and Bridge Notes shall be reduced in an amount equal to such royalty payment, to the extent such payment does not cause the Company’s cash as of the end of such year to be less than the Minimum Cash Balance (the “Royalty Match”), in the following priority: (i) first, to prepay the Loan; (ii) second, to redeem the Convertible Notes; and (iii) finally, to redeem the Bridge Notes. | |||||||||
Additional fees paid by Emisphere in connection with the Loan Agreement, MHR Notes and the Royalty Agreement included the reimbursement of $225 thousand of MHR’s professional fees associated with the transaction, which was recorded as interest expense. | |||||||||
We accounted for the modifications to the Company’s obligations to MHR evidenced by the MHR Notes as a troubled debt restructuring under FASC ASC 470-60. As there was only a modification of terms to the existing debt and we did not transfer any assets or equity in a settlement to MHR no gain or loss was recorded on the transaction. The change in cash outflows resulting from the modification of terms are accounted for on a prospective basis. In accordance with FASB ASC 470-60, the $225 thousand of fees were accounted for as a financing fee and included in interest expense on the accompanying statements of operations. | |||||||||
On April 26, 2013, the Company entered into a restructuring agreement (the “Restructuring Agreement”) with MHR regarding the restructuring of the terms of the Company’s obligations under the Convertible Notes, the Reimbursement Notes, and the Bridge Notes. As of April 26, 2013, these obligations, which were amended and restated in conjunction with the restructuring, included approximately $32.9 million due and payable under the Convertible Notes, approximately $0.6 million due and payable under the Reimbursement Notes, and approximately $1.5 million due and payable under the Bridge Notes. All of these obligations were either past due or payable on demand prior to the Restructuring Agreement. After restructuring, as of December 31, 2013, these obligations included approximately $35.9 million (face value) under the Amended and Restated Convertible Notes, approximately $0.6 million (face value) under the Amended and Restated Reimbursement Notes, and approximately $1.6 million (face value) under the Amended and Restated Bridge Notes. | |||||||||
Pursuant to the Restructuring, the Company (i) amended and restated its August 2009 Warrants entitling MHR to purchase, in the aggregate, 3,729,323 shares of the Company’s common stock (collectively, the “Amended and Restated 2009 Warrants”); (ii) amended and restated its June 2010 Warrants described in Note 8 entitling MHR to purchase, in the aggregate, 865,000 shares of the Company’s common stock (the “Amended and Restated June 2010 Warrants”); (iii) amended and restated its August 2010 Warrants and August 2010 Waiver Warrants entitling MHR to purchase, in the aggregate, 3,598,146 shares of the Company’s common stock (the “Amended and Restated August 2010 Warrants”); (iv) amended and restated the July 2011 Warrants and July 2011 Waiver Warrants entitling MHR to purchase, in the aggregate, 3,805,307 shares of the Company’s common stock (the “Amended and Restated 2011 Warrants” and, together with the Amended and Restated 2009 Warrants, the Amended and Restated June 2010 Warrants, and the Amended and Restated August 2010 Warrants, the “Amended and Restated Warrants”); and (v) issued new warrants to MHR to purchase 10,000,000 shares of the Company’s common stock (the “2013 Restructuring Warrants” and, together with the Amended and Restated Warrants, the “MHR Restructuring Warrants”). The MHR Restructuring Warrants entitle MHR to purchase, in the aggregate, 21,997,776 shares of the Company’s common stock (the “Warrant Shares”) at an exercise price of $0.50 per share, and will expire on July 8, 2019. The exercise price of the MHR Restructuring Warrants and number of Warrant Shares issuable upon exercise of the MHR Restructuring Warrants are subject to adjustment upon the occurrence of specified events, including stock dividends, stock splits, combinations of shares, and certain fundamental corporate transactions. | |||||||||
Additional fees paid by Emisphere in connection with the consummation of the transactions contemplated by the Restructuring Agreement included the reimbursement of $497 thousand of MHR’s legal fees associated with the transaction. | |||||||||
The Company determined that the modifications to the Company’s obligations to MHR evidenced by the Convertible Notes, Reimbursement Notes, and Bridge Notes (collectively, the “MHR Obligations”) were not substantial in accordance with ASC 470-50, “Modifications and Extinguishments”. The amendments to the MHR Obligations were accounted for as modifications rather than extinguishments. As such, each of (i) the $497 thousand of MHR’s legal fees, (ii) the fair value of the 10,000,000 MHR Restructuring Warrants, and (iii) the incremental value from the modification of the August 2009 Warrants, June 2010 Warrants, August 2010 MHR Warrants, August 2010 Waiver Warrants, July 2011 MHR Warrants, and July 2011 Waiver Warrants, (collectively, the “Modification Fees”) were accounted for as discounts to the MHR Obligations as of May 7, 2013, the date that the transactions contemplated by the Restructuring Agreement were consummated. The Modification Fees were allocated to the Amended and Restated Convertible Notes, Amended and Restated Bridge Notes and Amended and Restated Reimbursement Notes based on their weighted average. The Company calculated the incremental value of the modification to the August 2009 Warrants, June 2010 Warrants, August 2010 Warrants, August 2010 Waiver Warrants, July 2011 Warrants, and July 2011 Waiver Warrants as the difference between the value of their fair value immediately before and after the consummation of Restructuring. | |||||||||
The estimated fair value of the Amended and Restated June 2010 Warrants, which contain reset provisions, were calculated using the Monte Carlo valuation model, while the estimated fair value of the other warrants were calculated using the Black-Scholes valuation model. Inherent in both of these models are assumptions related to expected volatility, remaining life, risk-free rate and expected dividend yield. For the Amended and Restated June 2010 Warrants using a Monte Carlo model, we estimate the probability and timing of potential future financing and fundamental transactions as applicable. The assumptions used by the Company are summarized below: | |||||||||
Amended and Restated August 2009 Warrants | |||||||||
Immediately | Immediately | ||||||||
Before | After | ||||||||
Closing stock price | $ | 0.24 | $ | 0.23 | |||||
Conversion price | $ | 0.7 | $ | 0.5 | |||||
Expected volatility | 175.71 | % | 143.31 | % | |||||
Remaining term (years) | 1.29 | 6.17 | |||||||
Risk-free rate | 0.11 | % | 1.21 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
Amended and Restated June 2010 Warrants | |||||||||
Immediately | Immediately | ||||||||
Before | After | ||||||||
Closing stock price | $ | 0.24 | $ | 0.23 | |||||
Conversion price | $ | 2.9 | $ | 0.5 | |||||
Expected volatility | 185 | % | 145 | % | |||||
Remaining term (years) | 1.29 | 6.17 | |||||||
Risk-free rate | 0.14 | % | 1.01 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
Amended and Restated August 2010 Warrants | |||||||||
Immediately | Immediately | ||||||||
Before | After | ||||||||
Closing stock price | $ | 0.24 | $ | 0.23 | |||||
Conversion price | $ | 1.26 | $ | 0.5 | |||||
Expected volatility | 182.34 | % | 143.31 | % | |||||
Remaining term (years) | 2.31 | 6.17 | |||||||
Risk-free rate | 0.22 | % | 1.21 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
Amended and Restated July 2011 Warrants | |||||||||
Immediately | Immediately | ||||||||
Before | After | ||||||||
Closing stock price | $ | 0.24 | $ | 0.23 | |||||
Conversion price | $ | 1.09 | $ | 0.5 | |||||
Expected volatility | 174.11 | 143.31 | % | ||||||
Remaining term (years) | 3.17 | 6.17 | |||||||
Risk-free rate | 0.36 | % | 1.21 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
MHR Restructuring Warrants | |||||||||
Immediately | Immediately | ||||||||
Before | After | ||||||||
Closing stock price | $ | — | $ | 0.23 | |||||
Conversion price | $ | — | $ | 0.5 | |||||
Expected volatility | — | 143.31 | % | ||||||
Remaining term (years) | — | 6.17 | |||||||
Risk-free rate | — | 1.21 | % | ||||||
Expected dividend yield | — | 0 | % | ||||||
The estimated fair value of the warrants immediately before and after the modification is as follows: | |||||||||
Immediately | Immediately | ||||||||
Before | After | ||||||||
(in thousands) | |||||||||
Amended and Restated August 2009 Warrants | $ | 445 | $ | 768 | |||||
Amended and Restated June 2010 Warrants | $ | 152 | $ | 294 | |||||
Amended and Restated August 2010 Warrants | $ | 570 | $ | 741 | |||||
Amended and Restated July 2011 Warrants | $ | 696 | $ | 783 | |||||
MHR Restructuring Warrants | $ | — | $ | 2,058 | |||||
The Company determined that due to the adjustment of the conversion price of the Amended and Restated Convertible Notes, Amended and Restated Bridge Notes, and Amended and Restated Reimbursement Notes upon the occurrence of certain events, the embedded conversion features are not considered indexed to the Company’s own stock and, therefore, does not meet the scope exception in FASB ASC 815-10-15, requiring the embedded conversion features to be accounted for as derivative liabilities. Because the modification of the bifurcated conversion option of the Amended and Restated Convertible Notes was accounted for at fair value both before and after the modification, the change in the fair value of the conversion options was reflected in the accompanying statements of operations. The estimated fair value of the embedded conversion feature of the Amended and Restated Convertible Notes was $0 and $12,810,557 immediately before and after the modification, respectively. Since there were no conversion terms to the Bridge Notes or the Reimbursement Notes prior to their amendment and restatement, the addition of the embedded conversion option in the Amended and Restated Bridge Notes and Amended and Restated Reimbursement Notes was recorded as a discount to the respective notes. The fair value of the embedded conversion feature of the Amended and Restated Bridge Notes and the Amended and Restated Reimbursement Notes on May 7, 2013, was $1,104,767 and $156,041, respectively. | |||||||||
The estimated fair values of the conversion features embedded in the Amended and Restated Convertible Notes, Amended and Restated Reimbursement Notes, and the Amended and Restated Bridge Notes which contain reset provisions were measured using the Monte Carlo valuation model. In using the Monte Carlo model, we estimate the probability and timing of potential future financing and fundamental transactions as applicable. Assumptions used by the Company are summarized below: | |||||||||
Amended and Restated Convertible Notes | |||||||||
May 7, | |||||||||
2013 | |||||||||
Closing stock price | $ | 0.23 | |||||||
Conversion price | $ | 1.25 | |||||||
Expected volatility | 160 | % | |||||||
Remaining term (years) | 4.39 | ||||||||
Risk-free rate | 0.63 | % | |||||||
Expected dividend yield | 0 | % | |||||||
Amended and Restated Reimbursement Notes | |||||||||
May 7, | |||||||||
2013 | |||||||||
Closing stock price | $ | 0.23 | |||||||
Conversion price | $ | 0.5 | |||||||
Expected volatility | 184 | % | |||||||
Remaining term (years) | 0.97 | ||||||||
Risk-free rate | 0.15 | % | |||||||
Expected dividend yield | 0 | % | |||||||
Amended and Restated Bridge Notes | |||||||||
May 7, | |||||||||
2013 | |||||||||
Closing stock price | $ | 0.23 | |||||||
Conversion price | $ | 0.5 | |||||||
Expected volatility | 160 | % | |||||||
Remaining term (years) | 4.39 | ||||||||
Risk-free rate | 0.63 | % | |||||||
Expected dividend yield | 0 | % | |||||||
The carrying value of the MHR Obligations is comprised of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Amended and Restated Convertible Notes | $ | 40,897 | $ | 35,935 | |||||
Loan Agreement | 8,307 | — | |||||||
Amended and Restated Reimbursement Notes | 683 | 637 | |||||||
Amended and Restated Bridge Notes | 1,855 | 1,627 | |||||||
Unamortized discounts | (7,196 | ) | (5,120 | ) | |||||
$ | 44,546 | $ | 33,079 | ||||||
Derivative_Instruments
Derivative Instruments | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||
Derivative Instruments | 8. Derivative Instruments | ||||||||
Derivative instruments consist of the following: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Convertible Notes | $ | 21,501 | $ | 10,371 | |||||
Reimbursement Notes | 705 | 7 | |||||||
Bridge Notes | 1,926 | 960 | |||||||
Amended and Restated August 2009 Warrants | 930 | 597 | |||||||
Amended and Restated June 2010 MHR Warrants | 282 | 249 | |||||||
Amended and Restated August 2010 Warrants | 654 | 420 | |||||||
August 2010 Investor Warrants | 29 | 171 | |||||||
Amended and Restated August 2010 MHR Waiver Warrants | 243 | 156 | |||||||
Amended and Restated July 2011 Warrants | 750 | 482 | |||||||
July 2011 Investor Warrants | 210 | 369 | |||||||
Amended and Restated July 2011 MHR Waiver Warrants | 198 | 127 | |||||||
May 2013 MHR Modification Warrants | 2,492 | 1,600 | |||||||
$ | 29,920 | $ | 15,509 | ||||||
Some of the Company’s outstanding derivative instruments have an exercise price reset feature. The estimated fair value of warrants and embedded conversion features that have an exercise price reset feature is estimated using the Monte Carlo valuation model. The estimated fair value of warrants that do not contain an exercise price reset feature is measured using the Black-Scholes valuation model. Inherent in both of these models are assumptions related to expected volatility, remaining life, risk-free rate and expected dividend yield. For the Monte Carlo model, we estimate the probability and timing of potential future financing and fundamental transactions as applicable. | |||||||||
Embedded Conversion Feature of MHR Notes. The Convertible Notes, the Reimbursement Notes, and the Bridge Notes (collectively, the “MHR Notes”) contain a provision whereby the conversion price is adjustable upon the occurrence of certain events, including the issuance by Emisphere of common stock or common stock equivalents at a price which is lower than the current conversion price of each of the MHR Notes and lower than the then-current market price. Under FASB ASC 815-40-15-5, the embedded conversion feature of the MHR Notes is not considered indexed to the Company’s own stock and, therefore, does not meet the scope exception in FASB ASC 815-10-15 and thus needs to be accounted for as a derivative liability. The liability associated with the Convertible Notes and the Bridge Notes has been presented as a non-current liability as of December 31, 2014 and 2013, to correspond to its host contract. The liability associated with the Reimbursement Notes has been presented as a current liability as of December 31, 2013 and a non-current liability as of December 31, 2014, to correspond to its host contract. | |||||||||
Convertible Notes. In addition to the foregoing, the adjustment provision of the Convertible Notes does not become effective unless and until the Company were to raise $10 million through the issuance of common stock or common stock equivalents during any consecutive 24 month period. The fair value of the embedded conversion feature of the Convertible Notes is estimated at the end of each quarterly reporting period using the Monte Carlo model. The assumptions used in computing the fair values as December 31, 2014 and 2013, are as follows: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Closing stock price | $ | 0.28 | $ | 0.18 | |||||
Conversion price | $ | 1.25 | $ | 1.25 | |||||
Expected volatility | 140 | % | 160 | % | |||||
Remaining term (years) | 7.25 | 3.75 | |||||||
Risk-free rate | 1.97 | % | 1.13 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
The fair value of the embedded conversion feature of the Convertible Notes increased $8.9 million and $10.1 million for the years ended December 31, 2014 and 2013, respectively, and decreased $7.1 million for the year ended December 31, 2012 which amounts have been recognized in the accompanying statements of operations. | |||||||||
Reimbursement Notes. The fair value of the embedded conversion feature of the Reimbursement Notes is estimated at the end of each quarterly reporting period using the Monte Carlo model. The assumptions used in computing the fair value as of December 31, 2014 and 2013 are as follows: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Closing stock price | $ | 0.28 | $ | 0.18 | |||||
Conversion price | $ | 0.5 | $ | 0.5 | |||||
Expected volatility | 140 | % | 99 | % | |||||
Remaining term (years) | 7.25 | 0.33 | |||||||
Risk-free rate | 1.97 | % | 0.07 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
The fair value of the embedded conversion of the Reimbursement Notes increased $0.7 million for the year ended December 31, 2014 and decreased $0.1 million from its inception date of May 7, 2013 through December 31, 2013, which has been recognized in the accompanying statements of operations. | |||||||||
Bridge Notes. The fair value of the embedded conversion feature of the Bridge Notes is estimated at the end of each quarterly reporting period using the Monte Carlo model. The assumptions used in computing the fair value as of December 31, 2014 and 2013 are as follows: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Closing stock price | $ | 0.28 | $ | 0.18 | |||||
Conversion price | $ | 0.5 | $ | 0.5 | |||||
Expected volatility | 140 | % | 160 | % | |||||
Remaining term (years) | 7.25 | 3.75 | |||||||
Risk-free rate | 1.97 | % | 1.13 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
The fair value of the embedded conversion feature of the Bridge Notes increased $0.7 million for the year ended December 31, 2014 and decreased $0.1 million from its inception date of May 7, 2013 through December 31, 2013, which has been recognized in the accompanying statements of operations. | |||||||||
Amended and Restated June 2010 Warrants. In June 2010, the Company granted MHR warrants to purchase 865,000 shares of its common stock (the “June 2010 Warrants”). In connection with the Restructuring, on May 7, 2013, the Company amended and restated the Original Warrants such that the expiration date of the Original Warrant was extended to July 8, 2019, and the exercise price was reduced to $0.50 per share (as amended and restated, the “Amended and Restated August 2010 Warrants”, The exercise price of the Amended and Restated June 2010 Warrants is adjustable upon the occurrence of certain events, including the issuance by Emisphere of common stock or common stock equivalents at a price which is lower than the current exercise price of these warrants and lower than the current market price. However, the adjustment provision does not become effective unless the Company were to raise $10 million through the issuance of common stock or common stock equivalents at a price which is lower than the current conversion price of these warrants and lower than the current market price during any consecutive 24 month period. The fair value of the Amended and Restated June 2010 Warrants is estimated at the end of each quarterly reporting period using the Monte Carlo model. The assumptions used in computing the fair value of the Amended and Restated June 2010 Warrants as of December 31, 2014 and 2013, are as follows: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Closing stock price | $ | 0.28 | $ | 0.18 | |||||
Conversion price | $ | 0.5 | $ | 0.5 | |||||
Expected volatility | 160 | % | 150 | % | |||||
Remaining term (years) | 4.52 | 5.5 | |||||||
Risk-free rate | 1.51 | % | 1.9 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
The fair value of the Amended and Restated June 2010 MHR Warrants increased $32 thousand and $0.2 million for the years ended December 31, 2014 and 2013, respectively, and decreased $0.3 million for the year ended December 31, 2012. These fluctuations have been recognized in the accompanying statements of operations. | |||||||||
Amended and Restated Warrants. Prior to the Restructuring, the Company issued to MHR warrants to purchase varying amounts of its common stocks at various times from 2009 through 2011, as described more fully below (the August 2009 Warrants, August 2010 Warrants, August 2010 MHR Waiver Warrants, July 2011 Warrants, July 2011 MHR Waiver Warrants, and collectively, the “Original Warrants”). In connection with the Restructuring, on May 7, 2013, the Company amended and restated each of the Original Warrants such that the expiration date of each Original Warrant was extended to July 8, 2019, and the exercise price was reduced to $0.50 per share (as amended and restated, the “Amended and Restated August 2009 Warrants”, “Amended and Restated August 2010 Warrants”, “Amended and Restated August 2010 MHR Waiver Warrants”, “Amended and Restated July 2011 Warrants”, “Amended and Restated July 2011 MHR Waiver Warrants”, and collectively, the “Amended and Restated Warrants”) . Under the terms of each of the Amended and Restated Warrants, as well as the August 2010 Investor Warrants, July 2011 Investor Warrants and 2013 Restructuring Warrants (collectively, the Investor Warrants, and together with the Original Warrants, the “Warrants”), the Company has an obligation to make a cash payment to the holders of each of the Warrants for any gain that could have been realized if such holder exercised the warrants and we subsequently failed to deliver a certificate representing the shares to be issued upon such exercise by the third trading day after the Warrants were exercised. Accordingly, the Warrants have been accounted for as a liability. The fair value of each of the Warrants is estimated, at the end of each quarterly reporting period, using the Black-Scholes model. The assumptions used in computing the fair value the Original Warrants as of December 31, 2014 and 2013, are as follows: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Closing stock price | $ | 0.28 | $ | 0.18 | |||||
Conversion price | $ | 0.5 | $ | 0.5 | |||||
Expected volatility | 161 | % | 153 | % | |||||
Remaining term (years) | 4.52 | 5.5 | |||||||
Risk-free rate | 1.65 | % | 1.75 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
The assumptions used in computing the fair value of the Investor Warrants, as well as the fair value of each of the Warrants and any other relevant terms, are described below. | |||||||||
Amended and Restated August 2009 Warrants. In connection with an equity financing in August 2009 (the “August 2009 Financing”), Emisphere sold warrants to purchase 3.7 million shares of common stock to MHR (the “August 2009 Warrants”, and as amended and restated, the “Amended and Restated August 2009 Warrants”). The fair value of the Amended and Restated August 2009 Warrants increased $0.3 million and $0.2 million for the years ended December 31, 2013, respectively, and decreased $0.2 million for the year ended December 31, 2012, which has been recognized in the accompanying statements of operations. | |||||||||
Amended and Restated August 2010 Warrants. In connection with an equity financing conducted in August 2010 (the “August 2010 Financing”), Emisphere sold warrants to purchase 2.6 million shares of common stock to MHR (the “August 2010 MHR Warrants”). The fair value of the Amended and Restated August 2010 Warrants increased $0.2 million and $0.1 million for the years ended December 31, 2013, respectively, and decreased $0.1 million for the year ended December 31, 2012 which has been recognized in the accompanying statements of operations. | |||||||||
August 2010 Investor Warrants. Also in connection with the August 2010 Financing, Emisphere sold warrants to purchase 2.6 million shares of common stock to unrelated investors (the “August 2010 Warrants”). On January 12, 2011, one of the unrelated investors notified the Company of its intention to exercise 0.2 million warrants. The assumptions used in computing the fair value of the remaining August 2010 Warrants as of December 31, 2014 and 2013, are as follows: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Closing stock price | $ | 0.28 | $ | 0.18 | |||||
Conversion price | $ | 1.26 | $ | 1.26 | |||||
Expected volatility | 116 | % | 165 | % | |||||
Remaining term (years) | 0.65 | 1.66 | |||||||
Risk-free rate | 0.12 | % | 0.38 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
The fair value of the August 2010 Investor Warrants decreased by $0.1 million, in each of the years ended December 31, 2014 and 2013, 2012 which has been recognized in the accompanying statements of operations. | |||||||||
Amended and Restated August 2010 MHR Waiver Warrants. Also in connection with the August 2010 Financing, the Company entered into a waiver agreement with MHR, pursuant to which MHR waived certain anti-dilution adjustment rights under the Convertible Notes and certain warrants issued by the Company to MHR that would otherwise have been triggered by the August 2010 Financing. As consideration for such waiver, the Company issued to MHR warrants to purchase 975,000 shares of its common stock (the “August 2010 Waiver Warrants”). The fair value of the Amended and Restated August 2010 Waiver Warrants increased by $0.1 million, and decreased by $0.1 million, and $0.4 million for the years ended December 31, 2014, 2013, 2012, respectively, which has been recognized in the accompanying statements of operations. | |||||||||
Amended and Restated July 2011 MHR Warrants. In connection with an equity financing conducted in July 2011 (the “July 2011 Financing”), Emisphere sold warrants to purchase 3.01 million shares of common stock to MHR (the “July 2011 MHR Warrants”. The fair value of the Amended and Restated July 2011 MHR Warrants increased $0.3 million and $0.1 million for the years ended December 31, 2014 and 2013, respectively, and decreased $0.01 million for the year ended December 31, 2012 which has been recorded in the accompanying statements of operations. | |||||||||
July 2011 Investor Warrants. Also in connection with the July 2011 Financing, Emisphere sold warrants to purchase 3.01 million shares of common stock to unrelated investors (the “July 2011 Warrants”). The July 2011 Warrants are exercisable at $1.09 per share and expire July 6, 2016. The assumptions used in computing the fair value of the July 2011 Warrants as of December 31, 2014 and 2013, are as follows: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Closing stock price | $ | 0.28 | $ | 0.18 | |||||
Conversion price | $ | 1.09 | $ | 1.09 | |||||
Expected volatility | 122 | % | 183 | % | |||||
Remaining term (years) | 1.51 | 2.5 | |||||||
Risk-free rate | 0.67 | % | 0.63 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
The fair value of the July 2011 Investor Warrants decreased $0.2 million for the year ended December 31, 2014, increased $28 thousand for the year ended December 31, 2013, and decreased $0.03 million for the year ended December 31, 2012, which has been recorded in the statements of operations. | |||||||||
Amended and Restated July 2011 MHR Waiver Warrants. Also in connection with the July 2011 Financing, the Company entered into a waiver agreement with MHR, pursuant to which MHR waived certain anti-dilution adjustment rights under the Convertible Notes and certain warrants issued by the Company to MHR that would otherwise have been triggered by the July 2011 Financing. As consideration for such waiver, the Company issued to MHR warrants to purchase 795,000 shares of its common stock (the “July 2011 Waiver Warrants”). The fair value of the Amended and Restated July 2011 MHR Waiver Warrants increased $71 thousand and $37 thousand for the years ended December 31, 2014, and 2013, respectively, and decreased $33 thousand for the year ended December 31, 2012 which has been recorded in the statements of operations. | |||||||||
2013 Restructuring Warrants. The Company issued to MHR warrants to purchase 10 million shares of its common stock (the “2013 Restructuring Warrants”) as part of the Restructuring. The assumptions used in computing the fair value of the 2013 Restructuring Warrants as of December 31, 2014 and 2013, are as follows: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Closing stock price | $ | 0.28 | $ | 0.18 | |||||
Conversion price | $ | 0.5 | $ | 0.5 | |||||
Expected volatility | 161 | % | 153 | % | |||||
Remaining term (years) | 4.52 | 5.5 | |||||||
Risk-free rate | 1.65 | % | 1.75 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
The fair value of the 2013 Restructuring Warrants increased $0.9 million for the year ended December 31, 2014 and decreased by $0.5 million from its inception date of May 7, 2013, through December 31, 2013, which has been recognized in the accompanying statements of operations. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes | 9. Income Taxes | ||||||||||||
The components of our income tax expense (benefit) in 2014 and 2013 are as follows: | |||||||||||||
2014 | 2013 | ||||||||||||
Current Tax Expense (Benefit) | |||||||||||||
Federal | — | 28 | |||||||||||
State | (2,019 | ) | — | ||||||||||
(2,019 | ) | 28 | |||||||||||
Deferred Tax Expense (Benefit) | |||||||||||||
Federal | — | — | |||||||||||
State | — | — | |||||||||||
— | — | ||||||||||||
Total Tax Expense (Benefit) | (2,019 | ) | 28 | ||||||||||
As of December 31, 2014, we have available unused federal net operating loss (NOL) carry-forwards of $355 million, which will expire in various years from 2018 to 2034. We have New York NOL carry-forwards of $296 with the remainder expiring in various years from 2018 through 2034. We have New Jersey NOL carry-forwards of $7.2 million, which will expire in various years from 2023 through 2034. | |||||||||||||
As of December 31, 2014, we have Research and Development tax credit carryforwards of $11 million which will expire in various years from 2018 to 2032. | |||||||||||||
The effective rate differs from the statutory rate of 34% for 2014, 2013 and 2012 primarily due to the following: | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Statutory Rate on pre-tax book loss | (34.00 | %) | (34.00 | %) | (34.00 | %) | |||||||
Stock option issuance | 0.09 | % | 0.08 | % | 1.22 | % | |||||||
Sale of NJ NOL’s | 2.51 | % | 0 | % | 0 | % | |||||||
Disallowed interest | 0.51 | % | 3.57 | % | 12.05 | % | |||||||
Derivatives | 14.75 | % | 13.71 | % | (56.26 | %) | |||||||
Expired net operating losses and credits | 2.74 | % | 41.83 | % | 61.64 | % | |||||||
Utilization of net operating loss | 0 | % | (2.86 | )% | 0 | % | |||||||
State Tax benefit of Sale of NJ NOL | (7.37 | %) | 0 | % | (60.67 | %) | |||||||
State Tax benefit — other | (2.82 | %) | 6.21 | % | 0 | % | |||||||
True-ups and adjustments | 0.02 | % | 0.44 | % | 5.29 | % | |||||||
Change in federal valuation allowance | 16.22 | % | (28.85 | %) | 10.06 | % | |||||||
(7.35 | %) | 0.13 | % | (60.67 | %) | ||||||||
The tax effect of temporary differences, net operating loss carry-forwards, and research and experimental tax credit carryforwards as of December 31, 2014 and 2013 is as follows: | |||||||||||||
Deferred tax assets and valuation allowance: | |||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(in thousands) | |||||||||||||
Current deferred tax asset: | |||||||||||||
Accrued liabilities | 23 | 16 | |||||||||||
Valuation allowance | (23 | ) | (16 | ) | |||||||||
Net current deferred tax asset | — | — | |||||||||||
Non-current deferred tax assets: | |||||||||||||
Fixed and intangible assets | 9 | 54 | |||||||||||
Net operation loss carry-forwards | 121,180 | 119,797 | |||||||||||
AMT credit carry-forwards | 74 | 74 | |||||||||||
Capital loss and charitable carry-forwards | 9 | 3 | |||||||||||
Research and experimental tax credits | 11,021 | 10,307 | |||||||||||
Stock compensation | 486 | 423 | |||||||||||
Deferred revenue | 16,621 | 16,621 | |||||||||||
Interest | 3,414 | 1,101 | |||||||||||
Valuation allowance | (152,814 | ) | (148,380 | ) | |||||||||
Net non-current deferred tax asset | — | — | |||||||||||
Future ownership changes may limit the future utilization of these net operating loss and research and development tax credit carry-forwards as defined by the Internal Revenue Code. We performed an in-depth analysis and determined that the net operating losses and research and development expenses are not limited under Section 382. The net deferred tax asset has been fully offset by a valuation allowance due to our history of taxable losses and uncertainty regarding our ability to generate sufficient taxable income in the future to utilize these deferred tax assets. | |||||||||||||
We apply the provisions of ASC 740-10-25 which provides recognition criteria and a related measurement model for uncertain tax positions taken or expected to be taken in income tax returns. ASC 740-10-25 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. Tax positions that meet the more likely than not threshold are then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company had no tax positions relating to open income tax returns that were considered to be uncertain. Accordingly, we have not recorded a liability for unrecognized tax benefits upon adoption of ASC 740-10-25. There continues to be no liability related to unrecognized tax benefits at December 31, 2014. | |||||||||||||
The Company’s 2011, 2012 and 2013 Federal, New York and New Jersey tax returns remain subject to examination by the respective taxing authorities. In addition, net operating losses and research tax credits arising from prior years are also subject to examination at the time that they are utilized in future years. Neither the Company’s federal or state tax returns are currently under examination. |
Stockholders_Deficit
Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Stockholders' Deficit | 10. Stockholders’ Deficit |
Our certificate of incorporation provides for the issuance of 4,000,000 shares of preferred stock with the rights, preferences, qualifications, and terms to be determined by our Board of Directors. As of December 31, 2014 and 2013, there were no shares of preferred stock outstanding. | |
We have a stockholder rights plan in which Preferred Stock Purchase Rights (the “Rights”) have been granted at the rate of one one-hundredth of a share of Series A Junior Participating Cumulative Preferred Stock (“Series A Preferred Stock”) at an exercise price of $80 for each share of our common stock. The Rights expire on April 7, 2016. | |
The Rights are not exercisable, or transferable apart from the common stock, until the earlier of (i) ten days following a public announcement that a person or group of affiliated or associated persons have acquired beneficial ownership of 20% or more of our outstanding common stock or (ii) ten business days (or such later date, as defined) following the commencement of, or announcement of an intention to make a tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a person, or group, of 20% or more of our outstanding common stock. MHR is specifically excluded from the provisions of the plan. | |
Furthermore, if we enter into consolidation, merger, or other business combinations, as defined, each Right would entitle the holder upon exercise to receive, in lieu of shares of Series A Preferred Stock, a number of shares of common stock of the acquiring company having a value of two times the exercise price of the Right, as defined. The Rights contain anti-dilutive provisions and are redeemable at our option, subject to certain defined restrictions for $.01 per Right. | |
As a result of the Rights dividend, the Board of Directors designated 200,000 shares of preferred stock as Series A Preferred Stock and on June 5, 2012, the Company filed a Certificate of Increase of Series A Preferred Stock, increasing the number of shares of the Company’s Series A Preferred Stock from 200,000 to 1,000,000. Holders of Series A Preferred Stock will be entitled to a preferential cumulative quarterly dividend of the greater of $1.00 per share or 100 times the per share dividend declared on our common stock. Shares of Series A Preferred Stock have a liquidation preference, as defined, and each share will have 100 votes and will vote together with the common shares. | |
On June 5, 2014, the Company filed with the Secretary of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to its Amended and Restated Certificate of Incorporation, increasing the number of authorized shares of common stock from 200,000,000 to 400,000,000 shares and increasing the number of authorized shares of preferred stock from 2,000,000 to 4,000,000 shares. |
StockBased_Compensation_Plans
Stock-Based Compensation Plans | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||
Stock-Based Compensation Plans | 11. Stock-Based Compensation Plans | ||||||||||||||||
Total compensation expense recorded during the years ended December 31, 2014, 2013 and 2012 for share-based payment awards was $0.2 million, $0.2 million and $0.3 million, respectively. At December 31, 2014, total unrecognized estimated compensation expense related to non-vested stock options granted prior to that date was approximately $0.1 million, which is expected to be recognized over a weighted-average period of 1.6 years. No tax benefit was realized due to a continued pattern of operating losses. We have a policy of issuing new shares to satisfy share option exercises. No options were exercised during the years ended December 31, 2014 and 2013. | |||||||||||||||||
During the year ended December 31, 2014, the Company granted 495,000 options which included 215,000 options to Timothy Rothwell, Chairman of the Board, 40,000 options to each of the Company’s outside directors, and 40,000 options to Michael Garone, Chief Financial Officer. The options were valued on the grant date at $144 thousand using the Black Scholes pricing model. | |||||||||||||||||
Using the Black-Scholes model, we have estimated our stock price volatility using the historical volatility in the market price of our common stock for the expected term of the option. The risk-free interest rate is based on the yield curve of U.S. Treasury STRIP securities for the expected term of the option. We have never paid cash dividends and do not intend to pay cash dividends in the foreseeable future. Accordingly, we assumed a 0% dividend yield. The forfeiture rate is estimated using historical option cancellation information, adjusted for anticipated changes in expected exercise and employment termination behavior. Forfeiture rates and the expected term of options are estimated separately for groups of employees that have similar historical exercise behavior. The ranges presented below are the result of certain groups of employees displaying different behavior. | |||||||||||||||||
The following weighted-average assumptions were used for grants made under the stock option plans for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||||||
2014 | |||||||||||||||||
Directors | Executives | Employees | |||||||||||||||
Expected volatility | 143.09-145.11 | % | 142.69 | % | 145.03 | % | |||||||||||
Expected term | 6.8 years | 6.8 years | 6.8 years | ||||||||||||||
Risk-free interest rate | 1.97-2.20 | % | 2.22 | % | 1.75 | % | |||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
Annual forfeiture rate | 14.5 | % | 14.5 | % | 14.5 | % | |||||||||||
2013 | |||||||||||||||||
Directors | Executives | Employees | |||||||||||||||
Expected volatility | 138.29-141.54 | % | 134.9 | % | 134.9-141.9 | % | |||||||||||
Expected term | 6.8 years | 6.8 years | 6.8 years | ||||||||||||||
Risk-free interest rate | 1.45-2.24 | % | 1.21 | % | 1.21 -2.03 | % | |||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
Annual forfeiture rate | 14.5 | % | 14.5 | % | 14.5 | % | |||||||||||
2012 | |||||||||||||||||
Directors | Executives | Employees | |||||||||||||||
Expected volatility | 120.0-125.6 | % | 121.9-131.1 | % | 121.9 | % | |||||||||||
Expected term | 6.8 years | 6.8 years | 6.8 years | ||||||||||||||
Risk-free interest rate | 1.04-1.38 | % | 0.99-1.07 | % | 0.99 | % | |||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
Annual forfeiture rate | 14.5 | % | 14.5 | % | 14.5 | % | |||||||||||
Stock Option Plans. On April 20, 2007, the stockholders approved the 2007 Stock Award and Incentive Plan (the “2007 Plan”). The 2007 Plan provides for grants of options, stock appreciation rights, restricted stock, deferred stock, bonus stock and awards in lieu of obligations, dividend equivalents, other stock based awards and performance awards to executive officers and other employees of the Company, and non-employee directors, consultants and others who provide substantial service to us. The 2007 Plan provides for the issuance of 9,195,376 shares as follows: 7,500,000 new shares, 1,294,306 shares remaining and transferred from the Company’s 2000 Stock Option Plan (the “2000 Plan”) (which was then replaced by the 2007 Plan) and 401,070 shares remaining and transferred from the Company’s Stock Option Plan for Outside Directors (the “Directors Stock Plan”). In addition, shares cancelled, expired, forfeited, settled in cash, settled by delivery of fewer shares than the number underlying the award, or otherwise terminated under the 2000 Plan will become available for issuance under the 2007 Plan, once registered. As of December 31, 2014 4,483,766 shares remain available for issuance under the 2007 Plan. Generally, the options vest at the rate of 20% per year and expire within a five-to-ten-year period, as determined by the compensation committee of the Board of Directors and as defined by the Plans. | |||||||||||||||||
The Company also has grants outstanding under its expired and terminated 2000 Stock Option Plan (the “2000 Plan”). Under our 2000 Plan a maximum of 1,945,236 shares of our common stock were available for issuance. The 2000 Plan was available to employees, directors and consultants. The 2000 Plan provides for the grant of either ISOs, as defined by the Internal Revenue Code, or non-qualified stock options, which do not qualify as ISOs. Generally, the options vest at the rate of 20% per year and expire within a five- to ten-year period, as determined by the compensation committee of the Board of Directors and as defined by the Plans. | |||||||||||||||||
Transactions involving stock options awarded under the Plans described above during the years ended December 31, 2014, 2013 and 2012 are summarized as follows: | |||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Shares | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term in Years | |||||||||||||||||
(In thousands) | |||||||||||||||||
Outstanding at December 31, 2011 | 3,168,630 | $ | 3.03 | 3.4 | $ | 18 | |||||||||||
Granted | 2,736,750 | $ | 0.43 | ||||||||||||||
Expired | (1,709,020 | ) | $ | 3.67 | |||||||||||||
Forfeited | (45,950 | ) | $ | 1.3 | |||||||||||||
Outstanding at December 31, 2012 | 4,150,410 | $ | 1.07 | 8.4 | $ | 1,076 | |||||||||||
Granted | 505,000 | $ | 0.2 | ||||||||||||||
Expired | (88,000 | ) | $ | 3.03 | |||||||||||||
Forfeited | (226,660 | ) | $ | 1.61 | |||||||||||||
Outstanding at December 31, 2013 | 4,340,750 | $ | 0.9 | 7.8 | $ | 56 | |||||||||||
Granted | 495,000 | $ | 0.31 | ||||||||||||||
Expired | (2,000 | ) | $ | 5.2 | |||||||||||||
Forfeited | (13,000 | ) | $ | 0.67 | |||||||||||||
Outstanding at December 31, 2014 | 4,820,750 | $ | 0.84 | 7.1 | $ | 223 | |||||||||||
Vested and exercisable at December 31, 2014 | 3,174,094 | $ | 0.95 | 6.7 | $ | 198 | |||||||||||
Vested and expected to vest at December 31, 2014 | 4,571,027 | $ | 0.85 | 7.1 | $ | 221 | |||||||||||
The weighted-average grant date fair value of options granted during the years ended December 31, 2014, 2013 and 2012 was $0.29, $0.19 and $0.10, respectively. | |||||||||||||||||
Outside Directors’ Plan. We previously issued options to outside directors who are neither officers nor employees of Emisphere nor holders of more than 5% of our common stock under the Directors Stock Plan. As amended, a maximum of 725,000 shares of our common stock were available for issuance under the Outside Directors’ Plan in the form of options and restricted stock. The Directors Stock Plan expired on January 29, 2007. Options and restricted stock are now granted to directors under the 2007 Plan discussed above. | |||||||||||||||||
Transactions involving stock options awarded under the Directors Stock Plan during the years ended December 31, 2014, 2013 and 2012 are summarized as follows: | |||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Shares | Average | Average | Intrinsic Value | ||||||||||||||
Exercise Price | Remaining | ||||||||||||||||
Contractual | |||||||||||||||||
Term in Years | |||||||||||||||||
(In thousands) | |||||||||||||||||
Outstanding at December 31, 2011 | 79,000 | $ | 9.27 | 1.7 | |||||||||||||
Expired | (37,000 | ) | $ | 13.06 | |||||||||||||
Outstanding at December 31, 2012 | 42,000 | $ | 5.93 | 1.9 | |||||||||||||
Expired | (21,000 | ) | $ | 2.89 | |||||||||||||
Outstanding at December 31, 2013 | 21,000 | $ | 8.97 | 2.7 | |||||||||||||
Outstanding at December 31, 2014 | 21,000 | $ | 8.97 | 1.4 | |||||||||||||
Vested and Exercisable at December 31, 2014 | 21,000 | $ | 8.97 | 1.4 | $ | — | |||||||||||
Non-Plan Options. Our Board of Directors previously granted options (“Non-Plan Options”) to two consultants. The Board of Directors determines the number and terms of each grant (option exercise price, vesting, and expiration date). | |||||||||||||||||
Transactions involving awards of Non-Plan Options during the years ended December 31, 2014, 2013 and 2012 are summarized as follows: | |||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Shares | Average | Average | Intrinsic Value | ||||||||||||||
Exercise Price | Remaining | ||||||||||||||||
Contractual | |||||||||||||||||
Term in Years | |||||||||||||||||
(In thousands) | |||||||||||||||||
Outstanding at December 31, 2011 | 10,000 | $ | 3.64 | 2 | |||||||||||||
Expired | (5,000 | ) | 3.15 | ||||||||||||||
Outstanding at December 31, 2012 | 5,000 | $ | 4.12 | 0.5 | |||||||||||||
Expired | (5,000 | ) | 4.12 | ||||||||||||||
Outstanding at December 31, 2013 | — | $ | — | — | |||||||||||||
Outstanding at December 31, 2014 | — | $ | — | — | |||||||||||||
Vested and Exercisable at December 31, 2014 | — | $ | — | — | $ | — | |||||||||||
Collaborative_Research_Agreeme
Collaborative Research Agreements | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborative Research Agreements | 12. Collaborative Research Agreements |
We are a party to collaborative agreements with corporate partners to provide development and commercialization services relating to the collaborative products. These agreements are in the form of research and development collaboration and licensing agreements. In connection with these agreements, we have granted licenses or the rights to obtain licenses to our oral drug delivery technology. In return, we are entitled to receive certain payments upon the achievement of milestones and will receive royalties on sales of products should they be commercialized. Under these agreements, we are entitled to also be reimbursed for research and development costs. We also have the right to manufacture and supply delivery agents developed under these agreements to our corporate partners. | |
We also perform research and development for others pursuant to feasibility agreements, which are of short duration and are designed to evaluate the applicability of our drug delivery agents to specific drugs. Under the feasibility agreements, we are generally reimbursed for the cost of work performed. | |
All of our collaborative agreements are subject to termination by our corporate partners without significant financial penalty to them. Milestone and upfront payments received in connection with these agreements was $0.0 million, $10.0 million, and $0.0 million in the years ended December 31, 2014, 2013 and, 2012, respectively. Expense reimbursements received in connection with these agreements was $0.0 million, $0.00 million and $0.02 million for the years ended December 31, 2014, 2013 and 2012, respectively. There were no expenses incurred in connection with these agreements in the years ended December 31, 2014, 2013 and 2012, respectively. Significant agreements are described below. | |
Novo Nordisk Agreements | |
GLP-1 License Agreement | |
On June 21, 2008, we entered into an exclusive Development and License Agreement with Novo Nordisk pursuant to which Novo Nordisk will develop and commercialize oral formulations of Novo Nordisk proprietary products in combination with Emisphere carriers (the “GLP-1 License Agreement”). Under such the GLP-1 License Agreement, Emisphere could receive more than $87.0 million in contingent product development and sales milestone payments including a $10.0 million non-refundable license fee which was received during June 2008. Emisphere would also be entitled to receive royalties in the event Novo Nordisk commercializes products developed under such agreement. Under the terms of the GLP-1 License Agreement, Novo Nordisk is responsible for the development and commercialization of the products. Initially Novo Nordisk is focusing on the development of oral formulations of its proprietary GLP-1 receptor agonists. In January 2010, Novo Nordisk had its first Phase I clinical trial with a long acting oral GLP-1 receptor agonist. This milestone released a $2 million payment to Emisphere. | |
The GLP-1 License Agreement includes multiple deliverables including the license grant, several versions of the Company’s Eligen® Technology (or carriers), support services and manufacturing. Emisphere management reviewed the relevant terms of the GLP-1 License Agreement and determined that such deliverables should be accounted for as a single unit of accounting in accordance with FASB ASC 605-25, Multiple-Element Arrangements, since the delivered license and Eligen® Technology do not have stand-alone value and Emisphere does not have objective evidence of fair value of the undelivered Eligen® Technology or the manufacturing value of all the undelivered items. Such conclusion will be reevaluated as each item in the arrangement is delivered. Consequently, any payments received from Novo Nordisk pursuant to such agreement, including the initial $10 million upfront payment and any payments received for support services, will be deferred and included in Deferred Revenue within our balance sheet. Management cannot currently estimate when all of such deliverables will be delivered nor can they estimate when, if ever, Emisphere will have objective evidence of the fair value for all of the undelivered items, therefore all payments from Novo Nordisk are expected to be deferred for the foreseeable future. | |
On April 26, 2013, the Company entered into an Amendment No. 2 (the “Amendment”) to the GLP-1 License Agreement. The Amendment provides, among other things, for a payment of $10 million from Novo Nordisk to the Company as a prepayment for the achievement of certain development milestones that would have otherwise become payable to the Company under the GLP-1 License Agreement in exchange for a reduction in the rate of potential future royalty payments as provided in the GLP-1 License Agreement. The $10 million payment from Novo Nordisk was received by the Company on May 6, 2013, and recorded as deferred revenue. | |
As of December 31, 2014 and 2013, total deferred revenue from the GLP-1 License Agreement was $23.6 million, comprised of the $10.0 million April 26, 2013 prepayment, the $10.0 million non-refundable license fee, $2 million milestone payment and $1.6 million in support services. | |
Insulins License Agreement | |
On December 20, 2010, we entered into an exclusive Development and License Agreement with Novo Nordisk, pursuant to which we granted to Novo Nordisk an exclusive license to develop and commercialize oral formulations of Novo Nordisk’s insulins, using the Company’s proprietary delivery agents (the “Insulins License Agreement”). The Insulins License Agreement includes $57.5 million in potential product development and sales milestone payments including a $5.0 million non- refundable, non-creditable license fee. Emisphere would also be entitled to receive royalties in the event Novo Nordisk commercializes products developed under such the Insulins License Agreement. | |
The Insulins License Agreement includes multiple deliverables including the license grant, several versions of the Company’s Eligen® Technology (or carriers), support services and manufacturing. Emisphere management reviewed the relevant terms of the Novo Nordisk agreement and determined that such deliverables should be accounted for as a single unit of accounting in accordance with FASB ASC 605-25, Multiple-Element Arrangements, since the delivered license and Eligen® Technology do not have stand-alone value and Emisphere does not have objective evidence of fair value of the undelivered Eligen® Technology or the manufacturing value of all the undelivered items. Such conclusion will be reevaluated as each item in the arrangement is delivered. Consequently any payments received from Novo Nordisk pursuant to such agreement, including the initial $5.0 million upfront payment and any payments received for support services, will be deferred and included in Deferred Revenue within our balance sheet. Management cannot currently estimate when all of such deliverables will be delivered nor can they estimate when, if ever, Emisphere will have objective evidence of the fair value for all of the undelivered items, therefore all payments from Novo Nordisk are expected to be deferred for the foreseeable future. | |
As of December 31, 2014 and 2013, total deferred revenue from the Insulins License Agreement was $5.0 million, comprised of the non-refundable, non-creditable license fee. | |
Novartis Agreements | |
Salmon Calcitonin Agreements | |
We have collaborated with Novartis in connection with the development and testing of oral formulations of salmon calcitonin (“sCT”) to treat osteoarthritis and osteoporosis (the “Salmon Calcitonin Program”). We entered into a Research Collaboration and Option Agreement, dated as of December 3, 1997, as amended on October 20, 2000 (the “Salmon Calcitonin Option Agreement”) with Novartis to develop an oral form of sCT, which is a hormone that inhibits the bone-tissue resorbing activity of specialized bone cells called osteoclasts, enabling the bone to retain more of its mass and functionality. Pursuant to the Salmon Calcitonin Option Agreement, the Company granted Novartis the option to acquire from the Company a license to develop and commercialize oral sCT utilizing Emisphere’s Eligen® Technology and the right to commence research collaboration with the Company with respect to a second compound, in exchange for certain option exercise payments. Novartis also agreed to reimburse the Company with respect to certain research and development costs incurred by the Company in connection with the sCT Program. Furthermore, under the Salmon Calcitonin Option Agreement, the Company is obligated to help to manage this program through a joint “steering committee” with Novartis. The Salmon Calcitonin Option Agreement expires upon the expiration of the last to expire of the patents of the Company described therein, subject to certain early termination rights, including termination by either party for material breach of the other party and termination by Novartis in favor of a license executed thereunder. | |
In May 2007, Novartis and Nordic Bioscience notified the Company that they were initiating a Phase III clinical study of SMC021 for the treatment of osteoarthritis (“OA”) using the Company’s Eligen® Technology. A second Phase III study of SMC021 for the treatment of OA, designed to meet FDA requirements for U.S. registration, was initiated by Novartis and Nordic Bioscience in October 2008. | |
On December 14, 2011, the Company announced that Novartis had informed the Company that it will not pursue further clinical development of the investigational drug SMC021 (oral calcitonin) as a treatment option in osteoarthritis and for post-menopausal osteoporosis and that it will not seek regulatory submission for SMC021 in either indication. Novartis advised the Company that its decision to stop the clinical program of SMC021 in both indications was based on analysis and evaluation of data from three Phase III clinical trials (two in osteoarthritis and one in osteoporosis) conducted by Nordic Bioscience showed that SMC021 failed to meet key efficacy endpoints in all three trials, despite displaying a favorable safety profile. | |
Although Novartis has not informed Emisphere of its intention to terminate the Salmon Calcitonin Option Agreement and the Salmon Calcitonin License Agreement, in the likely event that Novartis determines to terminate these agreements, we will reacquire the rights to our technology licensed to Novartis thereunder. | |
Oral PTH-1-34 Agreements | |
We have collaborated with Novartis in connection with the development and testing of oral formulations of PTH-1-34 (“PTH”) to treat osteoarthritis and osteoporosis (the “PTH Program”). On December 1, 2004, we entered into a Research Collaboration Option and License Agreement with Novartis whereby Novartis obtained an option to license our existing technology to develop oral forms of PTH 1-34 (the “PTH Option Agreement”). On March 7, 2006, Novartis exercised its option to the license. PTH is produced by the parathyroid glands to regulate the amount of calcium and phosphorus in the body. Recombinant PTH, currently approved for the treatment of osteoporosis, is available only by injection. When used therapeutically, it increases bone density and bone strength to help prevent fractures. It is approved to treat osteoporosis, a disease associated with a gradual thinning and weakening of the bones that occurs most frequently in women after menopause. Untreated postmenopausal osteoporosis can lead to chronic back pain, disabling fractures, and lost mobility. During April 2010, we announced that Novartis initiated a second Phase I trial for an oral PTH-1-34 which uses Emisphere’s Eligen® Technology, and was in development for the treatment of postmenopausal osteoporosis. On June 17, 2011, the Company announced that Novartis informed Emisphere of the results of its recently completed Proof of Concept study for an oral PTH1-34 using Emisphere’s Eligen® Technology in post-menopausal women with osteoporosis or osteopenia. Novartis informed Emisphere that, although the study confirmed that oral PTH1-34 was both safe and well-tolerated, several clinical endpoints were not met. Based on the data analyzed, Novartis has terminated the study and anticipates no further work on the oral formulation of PTH1-34. The Company has requested additional information from Novartis in order to further analyze and evaluate the results of this trial. Although Novartis has not informed Emisphere of its intention to terminate the PTH Option Agreement in accordance with relevant terms thereunder, Emisphere would reacquire the rights to develop and/or commercialize the product should Novartis so terminate the Agreement. | |
Genta Agreement | |
In March 2006, we entered into a collaborative agreement with Genta to develop an oral formulation of a gallium-containing compound. Under the terms of the agreement, we would be eligible for future milestone payments totaling up to a maximum of $24.3 million. On August 2, 2012, Genta Incorporated filed a voluntary petition for relief under Chapter 7 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The collaborative agreement was subsequently rejected during the bankruptcy. In connection with the bankruptcy case, Genta’s secured creditor, Heron Therapeutics (now GFV LLC), purchased substantially all of Genta’s assets including patents directed to oral gallium formulations. | |
Total deferred revenue as of December 31, 2014 and 2013 related to Novartis agreements was $13.0 million. |
Defined_Contribution_Retiremen
Defined Contribution Retirement Plan | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Defined Contribution Retirement Plan | 13. Defined Contribution Retirement Plan |
We have a defined contribution retirement plan (the “Retirement Plan”), the terms of which, as amended, allow eligible employees who have met certain age and service requirements to participate by electing to contribute a percentage of their compensation to be set aside to pay their future retirement benefits, as defined by the Retirement Plan. We have agreed to make discretionary contributions to the Retirement Plan. For the years ended December 31, 2014, 2013 and 2012, we made contributions to the Retirement Plan totaling approximately $0.04 million, $0.03 million, $0.04 million, respectively. |
Net_Loss_Per_Share
Net Loss Per Share | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Net Loss Per Share | 14. Net Loss Per Share | ||||||||||||
The following table sets forth the information needed to compute basic and diluted earnings per share for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(In thousands, except per share amounts) | |||||||||||||
Net loss | $ | (25,380 | ) | $ | (20,939 | ) | $ | (1,928 | ) | ||||
Net loss per common share, basic and diluted: | |||||||||||||
Weighted average common shares outstanding, basic | 60,687,478 | 60,687,478 | 60,687,478 | ||||||||||
Net loss per share, basic and diluted | $ | (0.42 | ) | $ | (0.35 | ) | $ | (0.03 | ) | ||||
The following table sets forth the number of potential shares of common stock that have been excluded from diluted net loss per share because their effect was anti-dilutive: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Options to purchase common shares | 4,820,750 | 4,340,750 | 1,524,160 | ||||||||||
Outstanding warrants and options to purchase warrants | 27,443,728 | 27,443,727 | 17,443,727 | ||||||||||
Amended and Restated Convertible notes | 32,717,484 | 28,748,424 | 8,353,518 | ||||||||||
Amended and Restated Reimbursement notes | 1,365,606 | 1,274,334 | — | ||||||||||
Amended and Restated Bridge notes | 3,710,158 | 3,254,246 | — | ||||||||||
70,057,726 | 65,061,481 | 27,321,407 | |||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies | 15. Commitments and Contingencies | ||||
Commitments. | |||||
We lease office space at 4 Becker Farm Road, Roseland, NJ under a non-cancellable operating lease expiring in 2017. | |||||
As of December 31, 2014, future minimum rental payments are as follows: | |||||
Years Ending December 31, | |||||
(In thousands) | |||||
2015 | 136 | ||||
2016 | 148 | ||||
2017 | 74 | ||||
Total | $ | 358 | |||
Rent expense for the years ended December 31, 2014, 2013 and 2012 was $0.1 million, $0.1 million and $0.3 million, respectively. Additional charges under this lease for real estate taxes and common maintenance charges for the years ended December 31, 2014, 2013 and 2012, were $0.04 million, $0.02 million and $0.01 million, respectively. | |||||
The Company evaluates the financial consequences of legal actions periodically or as facts present themselves and records accruals to account for its best estimate of future costs accordingly. | |||||
Contingencies. In the ordinary course of business, we enter into agreements with third parties that include indemnification provisions which, in our judgment, are normal and customary for companies in our industry sector. These agreements are typically with business partners, clinical sites, and suppliers. Pursuant to these agreements, we generally agree to indemnify, hold harmless, and reimburse indemnified parties for losses suffered or incurred by the indemnified parties with respect to our product candidates, use of such product candidates, or other actions taken or omitted by us. The maximum potential amount of future payments we could be required to make under these indemnification provisions is unlimited. We have not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the estimated fair value of liabilities relating to these provisions is minimal. Accordingly, we have no liabilities recorded for these provisions as of December 31, 2014. | |||||
As a condition to MHR entering into the Loan Agreement and amending and restating the MHR Notes, the Company and MHR entered into a Royalty Agreement (the “Royalty Agreement”) on August 20, 2014, providing for the payment by the Company to MHR of certain royalties on the terms and conditions set forth therein (see Note 7). Under the terms of the Royalty Agreement, the Company agreed to pay to MHR, subject to the terms and conditions of the Royalty Agreement, royalties in perpetuity (the “Royalties”), commencing as of the date of the Royalty Agreement, in an amount equal to: twenty percent (20%) of all Net Product Sales (as defined in the Royalty Agreement) and any third party payments arising in connection with the sale of the B12 Product and related products, during any fiscal year; provided that, from and after October 1, 2015, if no amount of indebtedness is outstanding under the Loan 13 Table of Contents Agreement (the “Indebtedness Repayment Condition”), such amount shall be reduced to (i) five percent (5%) of all Net Sales and third party payments commencing with the first quarter immediately following the quarter in which the Indebtedness Repayment Condition is satisfied, or (ii) two and one half percent (2.5%) of all Net Sales commencing with the quarter immediately following the quarter in which the Indebtedness Repayment Condition is satisfied, but only with respect to the Net Sales made in any country in which there was not a Valid Patent Claim (as defined in the Royalty Agreement) and where generic entry of a competitive product not by the Company or its affiliates that does not infringe a Valid Patent Claim in such country has occurred, in each case as of the last day of such Fiscal Quarter. Once the royalty rate has been reduced to 5%, the rate shall not be reinstated to 20% even if amounts become outstanding under the Loan Agreement as a result of Paid-In-Kind Royalties. Payments of Royalties shall be made in cash to the extent such Royalties do not cause the Company’s cash as of the end of any year to be less than the Minimum Cash Balance, and otherwise shall be paid as Paid-In-Kind Royalties. | |||||
In the normal course of business, we may be confronted with issues or events that may result in a contingent liability. These generally relate to lawsuits, claims, environmental actions or the action of various regulatory agencies. If necessary, management consults with counsel and other appropriate experts to assess any matters that arise. If, in our opinion, we have incurred a probable loss as set forth by accounting principles generally accepted in the U.S., an estimate is made of the loss and the appropriate accounting entries are reflected in our financial statements. |
Summarized_Quarterly_Financial
Summarized Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Summarized Quarterly Financial Data (Unaudited) | 16. Summarized Quarterly Financial Data (Unaudited) | ||||||||||||||||
Following are summarized quarterly financial data (unaudited) for the years ended December 31, 2014 and 2013: | |||||||||||||||||
2014 | |||||||||||||||||
March 31 | June 30 | September 30 | December 31 | ||||||||||||||
(In thousands) | |||||||||||||||||
Total revenue | $ | — | $ | — | $ | — | $ | — | |||||||||
Operating loss | (2,345 | ) | (1,539 | ) | (2,120 | ) | (3,301 | ) | |||||||||
Net income (loss) | (3,358 | ) | (8,069 | ) | (14,373 | ) | 420 | ||||||||||
Net income (loss) per share, basic | $ | (0.06 | ) | $ | (0.13 | ) | $ | (0.24 | ) | $ | 0.01 | ||||||
Net income (loss) per share, diluted | $ | (0.06 | ) | $ | (0.13 | ) | $ | (0.24 | ) | $ | 0.01 | ||||||
2013 | |||||||||||||||||
March 31 | June 30 | September 30 | December 31 | ||||||||||||||
(In thousands) | |||||||||||||||||
Total revenue | $ | — | $ | — | $ | — | $ | — | |||||||||
Operating loss | (1,712 | ) | (1,788 | ) | (1,761 | ) | (2,343 | ) | |||||||||
Net income loss | (2,424 | ) | (13,982 | ) | (1,720 | ) | (2,813 | ) | |||||||||
Net loss per share, basic | $ | (0.04 | ) | $ | (0.23 | ) | $ | (0.03 | ) | $ | (0.05 | ) | |||||
Net (loss) per share, diluted | $ | (0.04 | ) | $ | (0.23 | ) | $ | (0.03 | ) | $ | (0.05 | ) |
Fair_Value
Fair Value | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||
Fair Value | 17. Fair Value | ||||||||||||
In accordance with FASB ASC 820, Fair Value Measurements and Disclosures, the following table represents the Company’s fair value hierarchy for its financial liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013: | |||||||||||||
December 31, 2014 | Level 2 | Level 3 | Total | ||||||||||
(in thousands) | (in thousands) | (in thousands) | |||||||||||
Derivative instruments | $ | 5,506 | $ | 24,414 | $ | 29,920 | |||||||
December 31, 2013: | Level 2 | Level 3 | Total | ||||||||||
(in thousands) | (in thousands) | (in thousands) | |||||||||||
Derivative instruments | $ | 3,922 | $ | 11,587 | $ | 15,509 | |||||||
Level 3 financial instruments consist of common stock warrants and embedded conversion features. The fair value of these warrants and embedded conversion features that have exercise reset features are estimated using a Monte Carlo valuation model. The unobservable input used by the Company was the estimation of the likelihood of a reset occurring on the embedded conversion feature of the Convertible Notes, the embedded conversion feature of the Reimbursement Notes, the embedded conversion feature of the Bridge Notes, and the embedded feature of Amended and Restated June 2010 Warrants. These estimates of the likelihood of completing an equity raise that would meet the criteria to trigger the reset provisions are based on numerous factors, including the remaining term of the financial statements and the Company’s overall financial condition. | |||||||||||||
The following table summarizes the changes in fair value of the Company’s Level 3 financial instruments for the years ended December 31, 2014 and 2013: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Beginning Balance | $ | 11,587 | $ | 309 | |||||||||
Derivative liability of embedded conversion feature of the Bridge Notes | 221 | 1,187 | |||||||||||
Derivative liability of embedded conversion feature of the Reimbursement Notes | 47 | 156 | |||||||||||
Derivative liability of embedded conversion feature of the Convertible Notes | 2,272 | 862 | |||||||||||
Change in fair value | 10,287 | 9,073 | |||||||||||
Ending Balance | $ | 24,414 | $ | 11,587 | |||||||||
Changes in the unobservable input values would likely cause material changes in the fair value of the Company’s Level 3 financial instruments. The significant unobservable input used in the fair value measurement is the estimation of the likelihood of the occurrence of a change to the contractual terms of the financial instruments. A significant increase (decrease) in this likelihood would result in a higher (lower) fair value measurement. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | 18. Subsequent Events |
On January 6, 2015, the Company borrowed $5.0 million in original principal amount on its $20,0 million secured credit facility governed by (i) the Loan Agreement, dated as of August 20, 2014, by and between the Company and MHR Capital Partners Master Account LP and affiliated funds, (ii) the Amended and Restated Pledge and Security Agreement, dated as of August 20, 2014, by and between the Company and MHR Institutional Partners IIA LP, and (iii) the Royalty Agreement, dated as of August 20, 2014, by and between Emisphere Technologies, Inc. and MHR Capital Master Account LP and affiliated funds. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Accounting Policies [Abstract] | ||||
Use of Estimates | Use of Estimates. The preparation of financial statements in accordance with accounting principles generally accepted in the U.S. involves the use of estimates and assumptions that affect the recorded amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses and performance period for revenue recognition. Actual results may differ substantially from these estimates. Significant estimates include accrued expenses, the variables and method used to calculate stock-based compensation, derivative instruments and deferred taxes. | |||
Concentration of Credit Risk | Concentration of Credit Risk. Financial instruments, which potentially subject us to concentrations of credit risk, consist of cash, cash equivalents, restricted cash and investments. We invest excess funds in accordance with a policy objective seeking to preserve both liquidity and safety of principal. We generally invest our excess funds in obligations of the U.S. government and its agencies, bank deposits, money market funds, and investment grade debt securities issued by corporations and financial institutions. We hold no collateral for these financial instruments. | |||
Cash, Cash Equivalents, and Investments | Cash, Cash Equivalents, and Investments. We consider all highly liquid, interest-bearing instruments with original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents may include demand deposits held in banks and interest bearing money market funds. Our investment policy requires that commercial paper be rated A-1, P-1 or better by either Standard and Poor’s Corporation or Moody’s Investor Services or another nationally recognized agency and that securities of issuers with a long-term credit rating must be rated at least “A” (or equivalent). As of December 31, 2014, we held no investments. | |||
Inventory | Inventory. Inventories are stated at the lower of cost or market determined by the first in, first out method. | |||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets. In accordance with FASB ASC 360-10-35, we review our long-lived assets for impairment whenever events and circumstances indicate that the carrying value of an asset might not be recoverable. An impairment loss, measured as the amount by which the carrying value exceeds the fair value, is recognized if the carrying amount exceeds estimated undiscounted future cash flows. | |||
Equipment and Leasehold Improvements | Equipment and Leasehold Improvements. Equipment and leasehold improvements are stated at cost. Depreciation and amortization are provided on a straight-line basis over the estimated useful life of the asset. Leasehold improvements are amortized over the term of the lease or useful life of the improvements, whichever is shorter. Expenditures for maintenance and repairs that do not materially extend the useful lives of the respective assets are charged to expense as incurred. The cost and accumulated depreciation or amortization of assets retired or sold are removed from the respective accounts and any gain or loss is recognized in operations. | |||
Deferred Lease Liability | Deferred Lease Liability. Our leases provide for rental holidays and escalations of the minimum rent during the lease term, as well as additional rent based upon increases in real estate taxes and common maintenance charges. We record rent expense from leases with rental holidays and escalations using the straight-line method, thereby prorating the total rental commitment over the term of the lease. Under this method, the deferred lease liability represents the difference between the minimum cash rental payments and the rent expense computed on a straight-line basis. | |||
Revenue Recognition | Revenue Recognition. We recognize revenue in accordance with FASB ASC 605-10-S99, Revenue Recognition. | |||
Oral Eligen B12™ Rx Product | ||||
We will sell our Oral Eligen B12™ Rx product through drug wholesalers and retail pharmacies. We will recognize revenue from prescription product sales, net of sales discounts, chargebacks, and rebates. We will accept returns of unsalable product from customers within a return period of six months prior to and 12 months following product expiration. Our Oral Eligen B12™ Rx product currently has a shelf life of 24 months from the date of manufacture. Given the limited history of our Oral Eligen B12™ Rx product, we currently cannot reliably estimate expected returns of the prescription products at the time of shipment. Accordingly, we will defer recognition of revenue on prescription products until the right of return no longer exists, which occurs at the earlier of the time the Oral Eligen B12™ Rx product is dispensed through patient prescriptions or expiration of the right of return. | ||||
Collaborative Agreements and Feasibility Studies | ||||
Revenue earned from collaborative agreements and feasibility studies is comprised of reimbursed research and development costs, as well as upfront and research and development milestone payments. Deferred revenue represents payments received which are related to future performance. Revenue from feasibility studies, which are typically short term in nature, is recognized upon delivery of the study, provided that all other revenue recognition criteria are met. | ||||
Revenue from collaboration agreements are recognized using the proportional performance method provided that we can reasonably estimate the level of effort required to complete our performance obligations under an arrangement and such performance obligations are provided on a best effort basis and based on “expected payments.” Under the proportional performance method, periodic revenue related to nonrefundable cash payments is recognized as the percentage of actual effort expended to date as of that period to the total effort expected for all of our performance obligations under the arrangement. Actual effort is generally determined based upon actual hours incurred and include research and development (“R&D”) activities performed by us and time spent for Joint Steering Committee (“JSC”) activities. Total expected effort is generally based upon the total R&D and JSC hours incorporated into the project plan that is agreed to by both parties to the collaboration. Significant management judgments and estimates are required in determining the level of effort required under an arrangement and the period over which we expect to complete the related performance obligations. Estimates of the total expected effort included in each project plan are based on historical experience of similar efforts and expectations based on the knowledge of scientists for both the Company and its collaboration partners. The Company periodically reviews and updates the project plan for each collaborative agreement. The most recent reviews took place in January 2014. In the event that a change in estimate occurs, the change will be accounted for using the cumulative catch-up method which provides for an adjustment to revenue in the current period. Estimates of our level of effort may change in the future, resulting in a material change in the amount of revenue recognized in future periods. | ||||
Generally under collaboration arrangements, nonrefundable payments received during the period of performance may include time- or performance-based milestones. The proportion of actual performance to total expected performance is applied to the “expected payments” in determining periodic revenue. However, revenue is limited to the sum of (i) the amount of nonrefundable cash payments received and (ii) the payments that are contractually due but have not yet been paid. | ||||
With regard to revenue recognition in connection with development and license agreements that include multiple deliverables, Emisphere’s management reviews the relevant terms of the agreements and determines whether such deliverables should be accounted for as a single unit of accounting in accordance with FASB ASC 605-25, Multiple-Element Arrangements. If it is determined that a delivered license and Eligen® Technology do not have stand-alone value and Emisphere does not have objective evidence of fair value of the undelivered Eligen® Technology or the manufacturing value of all the undelivered items, then such deliverables are accounted for as a single unit of accounting and any payments received pursuant to such agreement, including any upfront or development milestone payments and any payments received for support services, will be deferred and included in deferred revenue within our balance sheet until such time as management can estimate when all of such deliverables will be delivered, if ever. Management reviews and reevaluates such conclusions as each item in the arrangement is delivered and circumstances of the development arrangement change. See Note 12 for more information about the Company’s accounting for revenue from specific development and license agreements. | ||||
Research and Development and Clinical Trial Expenses | Research and Development and Clinical Trial Expenses. Research and development expenses include costs directly attributable to the conduct of research and development programs, including the cost of salaries, payroll taxes, employee benefits, materials, supplies, maintenance of research equipment, costs related to research collaboration and licensing agreements, the cost of services provided by outside contractors, including services related to our clinical trials, clinical trial expenses, the full cost of manufacturing drug for use in research, pre-clinical development, and clinical trials. All costs associated with research and development are expensed as incurred. | |||
Clinical research expenses represent obligations resulting from our contracts with various research organizations in connection with conducting clinical trials for our product candidates. We account for those expenses on an accrual basis according to the progress of the trial as measured by patient enrollment and the timing of the various aspects of the trial. Accruals are recorded in accordance with the following methodology: (i) the costs for period expenses, such as investigator meetings and initial start-up costs, are expensed as incurred based on management’s estimates, which are impacted by any change in the number of sites, number of patients and patient start dates; (ii) direct service costs, which are primarily ongoing monitoring costs, are recognized on a straight-line basis over the life of the contract; and (iii) principal investigator expenses that are directly associated with recruitment are recognized based on actual patient recruitment. All changes to the contract amounts due to change orders are analyzed and recognized in accordance with the above methodology. Change orders are triggered by changes in the scope, time to completion and the number of sites. During the course of a trial, we adjust our rate of clinical expense recognition if actual results differ from our estimates. | ||||
Income Taxes | Income Taxes. Deferred tax liabilities and assets are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. These liabilities and assets are determined based on differences between the financial reporting and tax basis of assets and liabilities measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is recognized to reduce deferred tax assets to the amount that is more likely than not to be realized. In assessing the likelihood of realization, management considered estimates of future taxable income. | |||
Stock-Based Employee Compensation | Stock-Based Employee Compensation. We recognize expense for our share-based compensation based on the fair value of the awards at the time they are granted. We estimate the value of stock option awards on the date of grant using the Black-Scholes model. The determination of the fair value of share-based payment awards on the date of grant is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the term of the awards, expected term, risk-free interest rate, expected dividends and expected forfeiture rates. The forfeiture rate is estimated using historical option cancellation information, adjusted for anticipated changes in expected exercise and employment termination behavior. Our outstanding awards do not contain market or performance conditions therefore we have elected to recognize share-based employee compensation expense on a straight-line basis over the requisite service period. | |||
Fair Value of Financial Instruments | Fair Value of Financial Instruments. The carrying amounts for cash, cash equivalents, accounts payable, and accrued expenses approximate fair value because of their short-term nature. At December 31, 2014, the carrying value of the Second Amended and Restated Convertible Notes, Second Amended and Restated Reimbursement Notes, Second Amended and Restated Bridge Notes and Loan Agreement was $44.5 million, which reflects its original cost plus accrued interest. See Note 7 for further discussion of the notes payable. | |||
Derivative Instruments | Derivative Instruments. Derivative instruments consist of common stock warrants, and certain instruments embedded in certain notes payable and related agreements. These financial instruments are recorded in the balance sheets at fair value as liabilities. Changes in fair value are recognized in earnings in the period of change. | |||
Fair Value Measurements | Fair Value Measurements. The authoritative guidance for fair value measurements defines fair value as the price that would be received if an asset were to be sold or paid to transfer a liability in an orderly transaction between market participants on the measurement date. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact. The guidance describes a fair value hierarchy based on the levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: | |||
• | Level 1 — Quoted prices in active markets for identical assets or liabilities | |||
• | Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or corroborated by observable market data for substantially the full term of the assets or liabilities | |||
• | Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the value of the assets or liabilities | |||
Revenue from Contracts with Customers | In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is currently evaluating the impact of the new standards. | |||
Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern | In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”), which provides guidance on management’s responsibility in evaluating whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. The adoption of ASU 2014-15 is not expected to have a material impact on our financial position, results of operations or cash flows. |
Inventory_Tables
Inventory (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Schedule of Changes in Inventory | Inventory consists of the following: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(In thousands) | |||||||||
Raw Materials | $ | 1,350 | |||||||
Work-in-process | 718 | 230 | |||||||
Total | $ | 2,068 | $ | 230 |
Prepaid_Expenses_and_Other_Cur1
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Text Block [Abstract] | |||||||||
Components of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(In thousands) | |||||||||
Prepaid corporate insurance | $ | 53 | $ | 92 | |||||
Deposit on inventory | — | 477 | |||||||
Prepaid expenses and other current assets | 135 | 53 | |||||||
$ | 188 | $ | 622 | ||||||
Fixed_Assets_Tables
Fixed Assets (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2014 | |||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||
Summary of Equipment and Leasehold Improvements | Equipment and leasehold improvements, net, consists of the following: | ||||||||||
December 31, | |||||||||||
Useful Lives In Years | 2014 | 2013 | |||||||||
(In thousands) | |||||||||||
Equipment | 7-Mar | $ | 601 | $ | 601 | ||||||
Leasehold improvements | Term of lease | 27 | 27 | ||||||||
628 | 628 | ||||||||||
Less, accumulated depreciation and amortization | 603 | 588 | |||||||||
$ | 25 | $ | 40 | ||||||||
Accounts_Payable_and_Accrued_E1
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables and Accruals [Abstract] | |||||||||
Summary of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(In thousands) | |||||||||
Accounts payable | $ | 530 | $ | 525 | |||||
Accrued legal, professional fees and other | 1,262 | 967 | |||||||
Accrued vacation | 54 | 47 | |||||||
$ | 1,846 | $ | 1,539 | ||||||
Notes_Payable_Tables
Notes Payable (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Summary of Notes Payable | Notes payable, net of related discounts, consists of the following: | ||||||||
December 31, | 2013 | ||||||||
2014 | |||||||||
(in thousands) | |||||||||
Convertible Notes | $ | 35,332 | $ | 32,230 | |||||
Loan Agreement | 8,307 | — | |||||||
Reimbursement Notes | 636 | 556 | |||||||
Bridge Notes | 271 | 293 | |||||||
44,546 | 33,079 | ||||||||
Less: Current portion | — | 556 | |||||||
Non-current Notes payable, net of related discounts | $ | 44,546 | $ | 32,523 | |||||
Statements of Fair Value Assumptions | The assumptions used by the Company are summarized below: | ||||||||
Amended and Restated August 2009 Warrants | |||||||||
Immediately | Immediately | ||||||||
Before | After | ||||||||
Closing stock price | $ | 0.24 | $ | 0.23 | |||||
Conversion price | $ | 0.7 | $ | 0.5 | |||||
Expected volatility | 175.71 | % | 143.31 | % | |||||
Remaining term (years) | 1.29 | 6.17 | |||||||
Risk-free rate | 0.11 | % | 1.21 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
Amended and Restated June 2010 Warrants | |||||||||
Immediately | Immediately | ||||||||
Before | After | ||||||||
Closing stock price | $ | 0.24 | $ | 0.23 | |||||
Conversion price | $ | 2.9 | $ | 0.5 | |||||
Expected volatility | 185 | % | 145 | % | |||||
Remaining term (years) | 1.29 | 6.17 | |||||||
Risk-free rate | 0.14 | % | 1.01 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
Amended and Restated August 2010 Warrants | |||||||||
Immediately | Immediately | ||||||||
Before | After | ||||||||
Closing stock price | $ | 0.24 | $ | 0.23 | |||||
Conversion price | $ | 1.26 | $ | 0.5 | |||||
Expected volatility | 182.34 | % | 143.31 | % | |||||
Remaining term (years) | 2.31 | 6.17 | |||||||
Risk-free rate | 0.22 | % | 1.21 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
Amended and Restated July 2011 Warrants | |||||||||
Immediately | Immediately | ||||||||
Before | After | ||||||||
Closing stock price | $ | 0.24 | $ | 0.23 | |||||
Conversion price | $ | 1.09 | $ | 0.5 | |||||
Expected volatility | 174.11 | 143.31 | % | ||||||
Remaining term (years) | 3.17 | 6.17 | |||||||
Risk-free rate | 0.36 | % | 1.21 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
MHR Restructuring Warrants | |||||||||
Immediately | Immediately | ||||||||
Before | After | ||||||||
Closing stock price | $ | — | $ | 0.23 | |||||
Conversion price | $ | — | $ | 0.5 | |||||
Expected volatility | — | 143.31 | % | ||||||
Remaining term (years) | — | 6.17 | |||||||
Risk-free rate | — | 1.21 | % | ||||||
Expected dividend yield | — | 0 | % | ||||||
Estimated Fair Value of Warrants | The estimated fair value of the warrants immediately before and after the modification is as follows: | ||||||||
Immediately | Immediately | ||||||||
Before | After | ||||||||
(in thousands) | |||||||||
Amended and Restated August 2009 Warrants | $ | 445 | $ | 768 | |||||
Amended and Restated June 2010 Warrants | $ | 152 | $ | 294 | |||||
Amended and Restated August 2010 Warrants | $ | 570 | $ | 741 | |||||
Amended and Restated July 2011 Warrants | $ | 696 | $ | 783 | |||||
MHR Restructuring Warrants | $ | — | $ | 2,058 | |||||
Book Value of MHR Convertible Notes | The carrying value of the MHR Obligations is comprised of the following: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Amended and Restated Convertible Notes | $ | 40,897 | $ | 35,935 | |||||
Loan Agreement | 8,307 | — | |||||||
Amended and Restated Reimbursement Notes | 683 | 637 | |||||||
Amended and Restated Bridge Notes | 1,855 | 1,627 | |||||||
Unamortized discounts | (7,196 | ) | (5,120 | ) | |||||
$ | 44,546 | $ | 33,079 | ||||||
Amended and Restated Convertible Notes [Member] | |||||||||
Statements of Fair Value Assumptions | Amended and Restated Convertible Notes | ||||||||
May 7, | |||||||||
2013 | |||||||||
Closing stock price | $ | 0.23 | |||||||
Conversion price | $ | 1.25 | |||||||
Expected volatility | 160 | % | |||||||
Remaining term (years) | 4.39 | ||||||||
Risk-free rate | 0.63 | % | |||||||
Expected dividend yield | 0 | % | |||||||
Amended and Restated Reimbursement Notes [Member] | |||||||||
Statements of Fair Value Assumptions | Amended and Restated Reimbursement Notes | ||||||||
May 7, | |||||||||
2013 | |||||||||
Closing stock price | $ | 0.23 | |||||||
Conversion price | $ | 0.5 | |||||||
Expected volatility | 184 | % | |||||||
Remaining term (years) | 0.97 | ||||||||
Risk-free rate | 0.15 | % | |||||||
Expected dividend yield | 0 | % | |||||||
Amended and Restated Bridge Notes [Member] | |||||||||
Statements of Fair Value Assumptions | Amended and Restated Bridge Notes | ||||||||
May 7, | |||||||||
2013 | |||||||||
Closing stock price | $ | 0.23 | |||||||
Conversion price | $ | 0.5 | |||||||
Expected volatility | 160 | % | |||||||
Remaining term (years) | 4.39 | ||||||||
Risk-free rate | 0.63 | % | |||||||
Expected dividend yield | 0 | % |
Derivative_Instruments_Tables
Derivative Instruments (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Components of Derivative Instruments | Derivative instruments consist of the following: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
(in thousands) | |||||||||
Convertible Notes | $ | 21,501 | $ | 10,371 | |||||
Reimbursement Notes | 705 | 7 | |||||||
Bridge Notes | 1,926 | 960 | |||||||
Amended and Restated August 2009 Warrants | 930 | 597 | |||||||
Amended and Restated June 2010 MHR Warrants | 282 | 249 | |||||||
Amended and Restated August 2010 Warrants | 654 | 420 | |||||||
August 2010 Investor Warrants | 29 | 171 | |||||||
Amended and Restated August 2010 MHR Waiver Warrants | 243 | 156 | |||||||
Amended and Restated July 2011 Warrants | 750 | 482 | |||||||
July 2011 Investor Warrants | 210 | 369 | |||||||
Amended and Restated July 2011 MHR Waiver Warrants | 198 | 127 | |||||||
May 2013 MHR Modification Warrants | 2,492 | 1,600 | |||||||
$ | 29,920 | $ | 15,509 | ||||||
Convertible Notes [Member] | |||||||||
Summary of Assumptions Used in Computing Fair Value | The assumptions used in computing the fair values as December 31, 2014 and 2013, are as follows: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Closing stock price | $ | 0.28 | $ | 0.18 | |||||
Conversion price | $ | 1.25 | $ | 1.25 | |||||
Expected volatility | 140 | % | 160 | % | |||||
Remaining term (years) | 7.25 | 3.75 | |||||||
Risk-free rate | 1.97 | % | 1.13 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
Reimbursement Notes [Member] | |||||||||
Summary of Assumptions Used in Computing Fair Value | The assumptions used in computing the fair value as of December 31, 2014 and 2013 are as follows: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Closing stock price | $ | 0.28 | $ | 0.18 | |||||
Conversion price | $ | 0.5 | $ | 0.5 | |||||
Expected volatility | 140 | % | 99 | % | |||||
Remaining term (years) | 7.25 | 0.33 | |||||||
Risk-free rate | 1.97 | % | 0.07 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
Bridge Notes [Member] | |||||||||
Summary of Assumptions Used in Computing Fair Value | The assumptions used in computing the fair value as of December 31, 2014 and 2013 are as follows: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Closing stock price | $ | 0.28 | $ | 0.18 | |||||
Conversion price | $ | 0.5 | $ | 0.5 | |||||
Expected volatility | 140 | % | 160 | % | |||||
Remaining term (years) | 7.25 | 3.75 | |||||||
Risk-free rate | 1.97 | % | 1.13 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
Amended and Restated June 2010 Warrants [Member] | |||||||||
Summary of Assumptions Used in Computing Fair Value | The assumptions used in computing the fair value of the Amended and Restated June 2010 Warrants as of December 31, 2014 and 2013, are as follows: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Closing stock price | $ | 0.28 | $ | 0.18 | |||||
Conversion price | $ | 0.5 | $ | 0.5 | |||||
Expected volatility | 160 | % | 150 | % | |||||
Remaining term (years) | 4.52 | 5.5 | |||||||
Risk-free rate | 1.51 | % | 1.9 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
Warrant [Member] | |||||||||
Summary of Assumptions Used in Computing Fair Value | The assumptions used in computing the fair value the Original Warrants as of December 31, 2014 and 2013, are as follows: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Closing stock price | $ | 0.28 | $ | 0.18 | |||||
Conversion price | $ | 0.5 | $ | 0.5 | |||||
Expected volatility | 161 | % | 153 | % | |||||
Remaining term (years) | 4.52 | 5.5 | |||||||
Risk-free rate | 1.65 | % | 1.75 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
August 2010 Investor Warrants [Member] | |||||||||
Summary of Assumptions Used in Computing Fair Value | The assumptions used in computing the fair value of the remaining August 2010 Warrants as of December 31, 2014 and 2013, are as follows: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Closing stock price | $ | 0.28 | $ | 0.18 | |||||
Conversion price | $ | 1.26 | $ | 1.26 | |||||
Expected volatility | 116 | % | 165 | % | |||||
Remaining term (years) | 0.65 | 1.66 | |||||||
Risk-free rate | 0.12 | % | 0.38 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
July 2011 Investor Warrants [Member] | |||||||||
Summary of Assumptions Used in Computing Fair Value | The assumptions used in computing the fair value of the July 2011 Warrants as of December 31, 2014 and 2013, are as follows: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Closing stock price | $ | 0.28 | $ | 0.18 | |||||
Conversion price | $ | 1.09 | $ | 1.09 | |||||
Expected volatility | 122 | % | 183 | % | |||||
Remaining term (years) | 1.51 | 2.5 | |||||||
Risk-free rate | 0.67 | % | 0.63 | % | |||||
Expected dividend yield | 0 | % | 0 | % | |||||
2013 Restructuring Warrants [Member] | |||||||||
Summary of Assumptions Used in Computing Fair Value | The assumptions used in computing the fair value of the 2013 Restructuring Warrants as of December 31, 2014 and 2013, are as follows: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Closing stock price | $ | 0.28 | $ | 0.18 | |||||
Conversion price | $ | 0.5 | $ | 0.5 | |||||
Expected volatility | 161 | % | 153 | % | |||||
Remaining term (years) | 4.52 | 5.5 | |||||||
Risk-free rate | 1.65 | % | 1.75 | % | |||||
Expected dividend yield | 0 | % | 0 | % |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Summary of Income Tax Expense (Benefit) | The components of our income tax expense (benefit) in 2014 and 2013 are as follows: | ||||||||||||
2014 | 2013 | ||||||||||||
Current Tax Expense (Benefit) | |||||||||||||
Federal | — | 28 | |||||||||||
State | (2,019 | ) | — | ||||||||||
(2,019 | ) | 28 | |||||||||||
Deferred Tax Expense (Benefit) | |||||||||||||
Federal | — | — | |||||||||||
State | — | — | |||||||||||
— | — | ||||||||||||
Total Tax Expense (Benefit) | (2,019 | ) | 28 | ||||||||||
Schedule of Effective Income Tax Rate Reconciliation | The effective rate differs from the statutory rate of 34% for 2014, 2013 and 2012 primarily due to the following: | ||||||||||||
2014 | 2013 | 2012 | |||||||||||
Statutory Rate on pre-tax book loss | (34.00 | %) | (34.00 | %) | (34.00 | %) | |||||||
Stock option issuance | 0.09 | % | 0.08 | % | 1.22 | % | |||||||
Sale of NJ NOL’s | 2.51 | % | 0 | % | 0 | % | |||||||
Disallowed interest | 0.51 | % | 3.57 | % | 12.05 | % | |||||||
Derivatives | 14.75 | % | 13.71 | % | (56.26 | %) | |||||||
Expired net operating losses and credits | 2.74 | % | 41.83 | % | 61.64 | % | |||||||
Utilization of net operating loss | 0 | % | (2.86 | )% | 0 | % | |||||||
State Tax benefit of Sale of NJ NOL | (7.37 | %) | 0 | % | (60.67 | %) | |||||||
State Tax benefit — other | (2.82 | %) | 6.21 | % | 0 | % | |||||||
True-ups and adjustments | 0.02 | % | 0.44 | % | 5.29 | % | |||||||
Change in federal valuation allowance | 16.22 | % | (28.85 | %) | 10.06 | % | |||||||
(7.35 | %) | 0.13 | % | (60.67 | %) | ||||||||
Schedule of Deferred Tax Assets and Liabilities | The tax effect of temporary differences, net operating loss carry-forwards, and research and experimental tax credit carryforwards as of December 31, 2014 and 2013 is as follows: | ||||||||||||
December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
(in thousands) | |||||||||||||
Current deferred tax asset: | |||||||||||||
Accrued liabilities | 23 | 16 | |||||||||||
Valuation allowance | (23 | ) | (16 | ) | |||||||||
Net current deferred tax asset | — | — | |||||||||||
Non-current deferred tax assets: | |||||||||||||
Fixed and intangible assets | 9 | 54 | |||||||||||
Net operation loss carry-forwards | 121,180 | 119,797 | |||||||||||
AMT credit carry-forwards | 74 | 74 | |||||||||||
Capital loss and charitable carry-forwards | 9 | 3 | |||||||||||
Research and experimental tax credits | 11,021 | 10,307 | |||||||||||
Stock compensation | 486 | 423 | |||||||||||
Deferred revenue | 16,621 | 16,621 | |||||||||||
Interest | 3,414 | 1,101 | |||||||||||
Valuation allowance | (152,814 | ) | (148,380 | ) | |||||||||
Net non-current deferred tax asset | — | — | |||||||||||
StockBased_Compensation_Plans_
Stock-Based Compensation Plans (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Schedule of Weighted-Average Assumptions Used for Grants Made Under the Stock Option Plans | The following weighted-average assumptions were used for grants made under the stock option plans for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||||||
2014 | |||||||||||||||||
Directors | Executives | Employees | |||||||||||||||
Expected volatility | 143.09-145.11 | % | 142.69 | % | 145.03 | % | |||||||||||
Expected term | 6.8 years | 6.8 years | 6.8 years | ||||||||||||||
Risk-free interest rate | 1.97-2.20 | % | 2.22 | % | 1.75 | % | |||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
Annual forfeiture rate | 14.5 | % | 14.5 | % | 14.5 | % | |||||||||||
2013 | |||||||||||||||||
Directors | Executives | Employees | |||||||||||||||
Expected volatility | 138.29-141.54 | % | 134.9 | % | 134.9-141.9 | % | |||||||||||
Expected term | 6.8 years | 6.8 years | 6.8 years | ||||||||||||||
Risk-free interest rate | 1.45-2.24 | % | 1.21 | % | 1.21 -2.03 | % | |||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
Annual forfeiture rate | 14.5 | % | 14.5 | % | 14.5 | % | |||||||||||
2012 | |||||||||||||||||
Directors | Executives | Employees | |||||||||||||||
Expected volatility | 120.0-125.6 | % | 121.9-131.1 | % | 121.9 | % | |||||||||||
Expected term | 6.8 years | 6.8 years | 6.8 years | ||||||||||||||
Risk-free interest rate | 1.04-1.38 | % | 0.99-1.07 | % | 0.99 | % | |||||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | |||||||||||
Annual forfeiture rate | 14.5 | % | 14.5 | % | 14.5 | % | |||||||||||
Summary of Transactions Involving Stock Options Awarded | Transactions involving stock options awarded under the Plans described above during the years ended December 31, 2014, 2013 and 2012 are summarized as follows: | ||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Shares | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price | Contractual | ||||||||||||||||
Term in Years | |||||||||||||||||
(In thousands) | |||||||||||||||||
Outstanding at December 31, 2011 | 3,168,630 | $ | 3.03 | 3.4 | $ | 18 | |||||||||||
Granted | 2,736,750 | $ | 0.43 | ||||||||||||||
Expired | (1,709,020 | ) | $ | 3.67 | |||||||||||||
Forfeited | (45,950 | ) | $ | 1.3 | |||||||||||||
Outstanding at December 31, 2012 | 4,150,410 | $ | 1.07 | 8.4 | $ | 1,076 | |||||||||||
Granted | 505,000 | $ | 0.2 | ||||||||||||||
Expired | (88,000 | ) | $ | 3.03 | |||||||||||||
Forfeited | (226,660 | ) | $ | 1.61 | |||||||||||||
Outstanding at December 31, 2013 | 4,340,750 | $ | 0.9 | 7.8 | $ | 56 | |||||||||||
Granted | 495,000 | $ | 0.31 | ||||||||||||||
Expired | (2,000 | ) | $ | 5.2 | |||||||||||||
Forfeited | (13,000 | ) | $ | 0.67 | |||||||||||||
Outstanding at December 31, 2014 | 4,820,750 | $ | 0.84 | 7.1 | $ | 223 | |||||||||||
Vested and exercisable at December 31, 2014 | 3,174,094 | $ | 0.95 | 6.7 | $ | 198 | |||||||||||
Vested and expected to vest at December 31, 2014 | 4,571,027 | $ | 0.85 | 7.1 | $ | 221 | |||||||||||
Director Stock Plan [Member] | |||||||||||||||||
Summary of Transactions Involving Stock Options Awarded | Transactions involving stock options awarded under the Directors Stock Plan during the years ended December 31, 2014, 2013 and 2012 are summarized as follows: | ||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Shares | Average | Average | Intrinsic Value | ||||||||||||||
Exercise Price | Remaining | ||||||||||||||||
Contractual | |||||||||||||||||
Term in Years | |||||||||||||||||
(In thousands) | |||||||||||||||||
Outstanding at December 31, 2011 | 79,000 | $ | 9.27 | 1.7 | |||||||||||||
Expired | (37,000 | ) | $ | 13.06 | |||||||||||||
Outstanding at December 31, 2012 | 42,000 | $ | 5.93 | 1.9 | |||||||||||||
Expired | (21,000 | ) | $ | 2.89 | |||||||||||||
Outstanding at December 31, 2013 | 21,000 | $ | 8.97 | 2.7 | |||||||||||||
Outstanding at December 31, 2014 | 21,000 | $ | 8.97 | 1.4 | |||||||||||||
Vested and Exercisable at December 31, 2014 | 21,000 | $ | 8.97 | 1.4 | $ | — | |||||||||||
Non-Plan Options [Member] | |||||||||||||||||
Summary of Transactions Involving Stock Options Awarded | Transactions involving awards of Non-Plan Options during the years ended December 31, 2014, 2013 and 2012 are summarized as follows: | ||||||||||||||||
Number of | Weighted | Weighted | Aggregate | ||||||||||||||
Shares | Average | Average | Intrinsic Value | ||||||||||||||
Exercise Price | Remaining | ||||||||||||||||
Contractual | |||||||||||||||||
Term in Years | |||||||||||||||||
(In thousands) | |||||||||||||||||
Outstanding at December 31, 2011 | 10,000 | $ | 3.64 | 2 | |||||||||||||
Expired | (5,000 | ) | 3.15 | ||||||||||||||
Outstanding at December 31, 2012 | 5,000 | $ | 4.12 | 0.5 | |||||||||||||
Expired | (5,000 | ) | 4.12 | ||||||||||||||
Outstanding at December 31, 2013 | — | $ | — | — | |||||||||||||
Outstanding at December 31, 2014 | — | $ | — | — | |||||||||||||
Vested and Exercisable at December 31, 2014 | — | $ | — | — | $ | — | |||||||||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Basic and Diluted Earnings Per Share | The following table sets forth the information needed to compute basic and diluted earnings per share for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
(In thousands, except per share amounts) | |||||||||||||
Net loss | $ | (25,380 | ) | $ | (20,939 | ) | $ | (1,928 | ) | ||||
Net loss per common share, basic and diluted: | |||||||||||||
Weighted average common shares outstanding, basic | 60,687,478 | 60,687,478 | 60,687,478 | ||||||||||
Net loss per share, basic and diluted | $ | (0.42 | ) | $ | (0.35 | ) | $ | (0.03 | ) | ||||
Potential Shares of Common Stock Excluded from Diluted Net Loss Per Share | The following table sets forth the number of potential shares of common stock that have been excluded from diluted net loss per share because their effect was anti-dilutive: | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Options to purchase common shares | 4,820,750 | 4,340,750 | 1,524,160 | ||||||||||
Outstanding warrants and options to purchase warrants | 27,443,728 | 27,443,727 | 17,443,727 | ||||||||||
Amended and Restated Convertible notes | 32,717,484 | 28,748,424 | 8,353,518 | ||||||||||
Amended and Restated Reimbursement notes | 1,365,606 | 1,274,334 | — | ||||||||||
Amended and Restated Bridge notes | 3,710,158 | 3,254,246 | — | ||||||||||
70,057,726 | 65,061,481 | 27,321,407 | |||||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Future Minimum Rental Payments | As of December 31, 2014, future minimum rental payments are as follows: | ||||
Years Ending December 31, | |||||
(In thousands) | |||||
2015 | 136 | ||||
2016 | 148 | ||||
2017 | 74 | ||||
Total | $ | 358 | |||
Summarized_Quarterly_Financial1
Summarized Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Summarized Quarterly Financial Data | Following are summarized quarterly financial data (unaudited) for the years ended December 31, 2014 and 2013: | ||||||||||||||||
2014 | |||||||||||||||||
March 31 | June 30 | September 30 | December 31 | ||||||||||||||
(In thousands) | |||||||||||||||||
Total revenue | $ | — | $ | — | $ | — | $ | — | |||||||||
Operating loss | (2,345 | ) | (1,539 | ) | (2,120 | ) | (3,301 | ) | |||||||||
Net income (loss) | (3,358 | ) | (8,069 | ) | (14,373 | ) | 420 | ||||||||||
Net income (loss) per share, basic | $ | (0.06 | ) | $ | (0.13 | ) | $ | (0.24 | ) | $ | 0.01 | ||||||
Net income (loss) per share, diluted | $ | (0.06 | ) | $ | (0.13 | ) | $ | (0.24 | ) | $ | 0.01 | ||||||
2013 | |||||||||||||||||
March 31 | June 30 | September 30 | December 31 | ||||||||||||||
(In thousands) | |||||||||||||||||
Total revenue | $ | — | $ | — | $ | — | $ | — | |||||||||
Operating loss | (1,712 | ) | (1,788 | ) | (1,761 | ) | (2,343 | ) | |||||||||
Net income loss | (2,424 | ) | (13,982 | ) | (1,720 | ) | (2,813 | ) | |||||||||
Net loss per share, basic | $ | (0.04 | ) | $ | (0.23 | ) | $ | (0.03 | ) | $ | (0.05 | ) | |||||
Net (loss) per share, diluted | $ | (0.04 | ) | $ | (0.23 | ) | $ | (0.03 | ) | $ | (0.05 | ) |
Fair_Value_Tables
Fair Value (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||
Fair Value Hierarchy for Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | the following table represents the Company’s fair value hierarchy for its financial liabilities measured at fair value on a recurring basis as of December 31, 2014 and 2013: | ||||||||||||
December 31, 2014 | Level 2 | Level 3 | Total | ||||||||||
(in thousands) | (in thousands) | (in thousands) | |||||||||||
Derivative instruments | $ | 5,506 | $ | 24,414 | $ | 29,920 | |||||||
December 31, 2013: | Level 2 | Level 3 | Total | ||||||||||
(in thousands) | (in thousands) | (in thousands) | |||||||||||
Derivative instruments | $ | 3,922 | $ | 11,587 | $ | 15,509 | |||||||
Schedule of Changes in Fair Value of Level 3 Financial Instruments | The following table summarizes the changes in fair value of the Company’s Level 3 financial instruments for the years ended December 31, 2014 and 2013: | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Beginning Balance | $ | 11,587 | $ | 309 | |||||||||
Derivative liability of embedded conversion feature of the Bridge Notes | 221 | 1,187 | |||||||||||
Derivative liability of embedded conversion feature of the Reimbursement Notes | 47 | 156 | |||||||||||
Derivative liability of embedded conversion feature of the Convertible Notes | 2,272 | 862 | |||||||||||
Change in fair value | 10,287 | 9,073 | |||||||||||
Ending Balance | $ | 24,414 | $ | 11,587 | |||||||||
Nature_of_Operations_Risks_and1
Nature of Operations, Risks and Uncertainties and Liquidity - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 09, 2014 | Aug. 20, 2014 | Jan. 14, 2014 | Dec. 31, 2014 | Sep. 14, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 04, 2014 | Dec. 31, 2011 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | |
Borrowing | Borrowing | ||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Accumulated deficit | ($514,139,000) | ($488,759,000) | ($514,139,000) | ($488,759,000) | |||||||||||||||
Net loss from operation | -3,301,000 | -2,120,000 | -1,539,000 | -2,345,000 | -2,343,000 | -1,761,000 | -1,788,000 | -1,712,000 | -9,305,000 | -7,604,000 | -6,821,000 | ||||||||
Net loss | 420,000 | -14,373,000 | -8,069,000 | -3,358,000 | -2,813,000 | -1,720,000 | -13,982,000 | -2,424,000 | -25,380,000 | -20,939,000 | -1,928,000 | ||||||||
Net cash provided (outlays) from operation and capital expenditures | -8,400,000 | 3,100,000 | -3,000,000 | ||||||||||||||||
Net cash provided (outlays) include receipts of deferred revenue | 0 | 10,000,000 | 20,000 | ||||||||||||||||
Stockholder ' deficit | -111,950,000 | -86,801,000 | -111,950,000 | -86,801,000 | -66,066,000 | -64,527,000 | |||||||||||||
Cash | 3,683,000 | 4,053,000 | 3,683,000 | 4,053,000 | 1,484,000 | 3,069,000 | |||||||||||||
Maximum borrowing capacity | 20,000,000 | 20,000,000 | 20,000,000 | ||||||||||||||||
Maturity date of loans | 31-Dec-19 | ||||||||||||||||||
Loan interest rate | 13.00% | ||||||||||||||||||
Principal amount | 5,000,000 | 3,000,000 | |||||||||||||||||
Number of expected additional borrowings | 3 | 3 | |||||||||||||||||
Sale of unused net operating losses | 300,000 | 1,700,000 | |||||||||||||||||
Loan Agreement [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Company's obligations under Loan Agreement | 8,300,000 | 8,300,000 | |||||||||||||||||
Principal amount | 8,300,000 | 8,300,000 | |||||||||||||||||
Second Amended and Restated [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Company's obligations under Convertible Notes | 40,900,000 | 40,900,000 | |||||||||||||||||
Company's obligations under Reimbursement Notes | 700,000 | 700,000 | |||||||||||||||||
Company's obligations under Bridge Notes | 1,900,000 | 1,900,000 | |||||||||||||||||
Scenario Forecast [Member] | Maximum [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Additional borrowings capacity | $2,000,000 | $5,000,000 | $5,000,000 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Schedule Of Accounting Policies [Line Items] | |
Cash equivalents maturity description | Three months or less |
Investments | $0 |
Shelf life of product | 24 months |
Carrying value and accrued interest on convertible notes | $44,500,000 |
Minimum [Member] | |
Schedule Of Accounting Policies [Line Items] | |
Period of unsalable product returns | 6 months |
Maximum [Member] | |
Schedule Of Accounting Policies [Line Items] | |
Period of unsalable product returns | 12 months |
Inventory_Schedule_of_Changes_
Inventory - Schedule of Changes in Inventory (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ||
Raw Materials | $1,350 | |
Work in process | 718 | 230 |
Total | $2,068 | $230 |
Prepaid_Expenses_and_Other_Cur2
Prepaid Expenses and Other Current Assets - Components of Prepaid Expenses and Other Current Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid corporate insurance | $53 | $92 |
Deposit on inventory | 477 | |
Prepaid expenses and other current assets | 135 | 53 |
Total prepaid expenses and other current assets | $188 | $622 |
Fixed_Assets_Summary_of_Equipm
Fixed Assets - Summary of Equipment and Leasehold Improvements (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $628 | $628 |
Less: accumulated depreciation and amortization | 603 | 588 |
Equipment and leasehold improvements, net | 25 | 40 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | 601 | 601 |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, useful lives in years | 3 years | |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment, useful lives in years | 7 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Leasehold improvements, useful lives in years | Term of lease | |
Equipment and leasehold improvements, gross | $27 | $27 |
Fixed_Assets_Additional_Inform
Fixed Assets - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property Plant and Equipment Useful Life and Values [Abstract] | |||
Depreciation expense | $15 | $9 | $29 |
Accounts_Payable_and_Accrued_E2
Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ||
Accounts payable | $530 | $525 |
Accrued legal, professional fees and other | 1,262 | 967 |
Accrued vacation | 54 | 47 |
Accounts payable and accrued expenses, total | $1,846 | $1,539 |
Notes_Payable_Summary_of_Notes
Notes Payable - Summary of Notes Payable (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Total | $44,546 | $33,079 |
Less: Current portion | 556 | |
Non-current Notes payable, net of related discounts | 44,546 | 32,523 |
Loan Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Non-current Notes payable, net of related discounts | 8,307 | |
Reimbursement Notes [Member] | ||
Debt Instrument [Line Items] | ||
Non-current Notes payable, net of related discounts | 636 | 556 |
Bridge Notes [Member] | ||
Debt Instrument [Line Items] | ||
Non-current Notes payable, net of related discounts | 271 | 293 |
Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Non-current Notes payable, net of related discounts | $35,332 | $32,230 |
Notes_Payable_Additional_Infor
Notes Payable - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||
Aug. 20, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Nov. 04, 2014 | 16-May-06 | Sep. 26, 2005 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2013 | Apr. 26, 2013 | Jun. 08, 2010 | Oct. 17, 2012 | 7-May-13 | |
Borrowing | Borrowing | |||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Maximum borrowing capacity | $20,000,000 | $20,000,000 | $20,000,000 | |||||||||||
Number of borrowings | 5 | |||||||||||||
Principal amount | 5,000,000 | 3,000,000 | ||||||||||||
Number of expected additional borrowings | 3 | 3 | ||||||||||||
Minimum cash balance | 10,000,000 | 10,000,000 | ||||||||||||
Minimum cash balance under certain circumstances | 15,000,000 | 15,000,000 | ||||||||||||
Loan maturity description | Loan will mature on the earlier of (a) December 31, 2019, and, (b) 30 days after the end of any fiscal year in which the Company's cash (plus certain cash expenditures during such fiscal year that are unrelated to the B12 Product or related products) as of the end of such fiscal year (subject to certain permitted deductions) is more than three times the principal amount of the Loan as of the end of such fiscal year. | |||||||||||||
Interest rate | 13.00% | 13.00% | ||||||||||||
Debt instrument interest rate terms | Interest at a rate of 13% per annum (the "Interest Rate"), compounded monthly, and will be payable in kind and in arrears on June 30 and December 31 of each year | |||||||||||||
Cash sweep as percentage of Consolidated Free Cash Flow | 75.00% | |||||||||||||
Cash sweep as percentage of Consolidated Free Cash Flow upon conditions | 75.00% | |||||||||||||
Cash sweep value | 50,000,000 | |||||||||||||
Cash sweep as percentage of cash proceeds | 50.00% | |||||||||||||
Debt instrument, description | On August 20, 2014, the Lenders and the Company further amended and restated (i) the Convertible Notes issued by the Company to certain of the Lenders, (ii) the Bridge Notes issued by the Company to certain of the Lenders, and (iii) the Reimbursement Notes (and, together with the Convertible Notes and Bridge Notes, the "MHR Notes"). | |||||||||||||
Net proceeds of secured loan agreement | 12,900,000 | |||||||||||||
Conversion price per share | $3.78 | |||||||||||||
11% Senior secured convertible notes loan agreement, execution date | 16-May-06 | |||||||||||||
Restructuring initiation date | 20-Aug-14 | |||||||||||||
Minimum percentage of common stock outstanding to provide continuity to Mutual Nominee on Board | 2.00% | |||||||||||||
Maturity date | 31-Dec-19 | |||||||||||||
Legal fees | 497,000 | |||||||||||||
Fair value of the MHR restructuring warrants | 10,000,000 | 10,000,000 | ||||||||||||
Scenario Forecast [Member] | Maximum [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Additional borrowings capacity | 2,000,000 | 5,000,000 | 5,000,000 | |||||||||||
Amended and Restated [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Company's obligations under Convertible Notes | 35,900,000 | |||||||||||||
Company's obligations under Reimbursement Notes | 600,000 | |||||||||||||
Company's obligations under Bridge Notes | 1,600,000 | |||||||||||||
Convertible Notes [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Principal amount | 40,900,000 | 40,900,000 | ||||||||||||
Cash sweep as percentage of Consolidated Free Cash Flow | 50.00% | |||||||||||||
Cash sweep value | 50,000,000 | |||||||||||||
Cash sweep as percentage of cash proceeds | 50.00% | |||||||||||||
Conversion price per share | $1.25 | $1.25 | ||||||||||||
Maturity date | 31-Mar-22 | |||||||||||||
Shares of common stock | 32,717,484 | |||||||||||||
Amended and Restated August 2009 Warrants [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Number of warrants issued | 3,729,323 | 3,729,323 | ||||||||||||
Amended and Restated June 2010 MHR Warrants [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Number of warrants issued | 865,000 | 865,000 | ||||||||||||
August 2010 Investor Warrants [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Number of warrants issued | 3,598,146 | 3,598,146 | ||||||||||||
Amended and Restated July 2011 Warrants [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Number of warrants issued | 3,805,307 | 3,805,307 | ||||||||||||
May 2013 MHR Modification Warrants [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Number of warrants issued | 10,000,000 | 10,000,000 | ||||||||||||
Warrants exercised with exercise price | $0.50 | $0.50 | ||||||||||||
Warrant shares, Expiry date | 8-Jul-19 | |||||||||||||
MHR Restructuring Warrants [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Number of warrants issued | 21,997,776 | 21,997,776 | ||||||||||||
Royalty Agreement [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Royalty agreement date | 20-Aug-14 | |||||||||||||
Net sales percentage on royalty agreement | 20.00% | 20.00% | ||||||||||||
Net sales percentage on royalty agreement | 5.00% | 5.00% | ||||||||||||
Net sales percentage on royalty agreement | 2.50% | 2.50% | ||||||||||||
Royalty agreement description | (i) five percent (5%) of all Net Sales and third party payments commencing with the first quarter immediately following the quarter in which the Indebtedness Repayment Condition is satisfied, or (ii) two and one half percent (2.5%) of all Net Sales commencing with the quarter immediately following the quarter in which the Indebtedness Repayment Condition is satisfied, but only with respect to the Net Sales made in any country in which there was not a Valid Patent Claim (as defined in the Royalty Agreement) and where generic entry of a competitive product not by the Company or its affiliates that does not infringe a Valid Patent Claim in such country has occurred, in each case as of the last day of such Fiscal Quarter. | |||||||||||||
MHR Promissory Notes [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Principal amount | 15,000,000 | 600,000 | ||||||||||||
Interest rate | 11.00% | |||||||||||||
Additional interest rate as an event of default | 2.00% | |||||||||||||
Restructuring initiation date | 7-May-13 | |||||||||||||
Financing fee | 225,000 | |||||||||||||
Company's obligations under Convertible Notes | 32,900,000 | |||||||||||||
Company's obligations under Reimbursement Notes | 600,000 | |||||||||||||
Company's obligations under Bridge Notes | 1,500,000 | |||||||||||||
MHR Promissory Notes [Member] | Royalty Agreement [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Professional fees | 225,000 | |||||||||||||
Loan Agreement [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Principal amount | 8,300,000 | 8,300,000 | ||||||||||||
Cash sweep as percentage of Consolidated Free Cash Flow | 50.00% | |||||||||||||
Interest payable | 300,000 | |||||||||||||
Reimbursement Notes [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Principal amount | 680,000 | 680,000 | ||||||||||||
Interest rate | 10.00% | 10.00% | ||||||||||||
Debt instrument interest rate terms | Interest at the rate of 10% per annum, compounded monthly, which interest is payable in the form of additional Reimbursement Notes. | |||||||||||||
Cash sweep as percentage of Consolidated Free Cash Flow | 50.00% | |||||||||||||
Conversion price per share | $0.50 | $0.50 | ||||||||||||
Restructuring initiation date | 20-Aug-14 | |||||||||||||
Maturity date | 31-Mar-22 | |||||||||||||
Shares of common stock | 1,365,606 | |||||||||||||
Bridge Notes [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Principal amount | 1,860,000 | 1,860,000 | 1,400,000 | |||||||||||
Interest rate | 13.00% | 13.00% | ||||||||||||
Debt instrument interest rate terms | Interest at 13% per year, compounded monthly and payable in the form of additional Bridge Notes. | |||||||||||||
Cash sweep as percentage of Consolidated Free Cash Flow | 50.00% | |||||||||||||
Maturity date | 31-Mar-22 | |||||||||||||
Shares of common stock | 3,710,158 | |||||||||||||
Convertible Notes default description | The Bridge Notes were amended and restated on May 7, 2013, as described below and, restated again on August 20, 2014. | |||||||||||||
Debt instrument convertible amended conversion price | $0.50 | |||||||||||||
Amended and Restated Convertible Notes [Member] | Immediately Before [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Fair value of embedded conversion feature | 0 | |||||||||||||
Amended and Restated Convertible Notes [Member] | Immediately After [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Fair value of embedded conversion feature | 12,810,557 | |||||||||||||
Amended and Restated Bridge Notes [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Fair value of embedded conversion feature | 1,104,767 | |||||||||||||
Amended and Restated Reimbursement Notes [Member] | ||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||
Fair value of embedded conversion feature | $156,041 |
Notes_Payable_Statements_of_Fa
Notes Payable - Statements of Fair Value Assumptions (Detail) (USD $) | 0 Months Ended | 12 Months Ended |
7-May-13 | Dec. 31, 2014 | |
Amended and Restated Convertible Notes [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Closing stock price | $0.23 | |
Conversion price | $1.25 | |
Expected volatility | 160.00% | |
Remaining term (years) | 4 years 4 months 21 days | |
Risk-free rate | 0.63% | |
Expected dividend yield | 0.00% | |
Amended and Restated Reimbursement Notes [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Closing stock price | $0.23 | |
Conversion price | $0.50 | |
Expected volatility | 184.00% | |
Remaining term (years) | 11 months 19 days | |
Risk-free rate | 0.15% | |
Expected dividend yield | 0.00% | |
Amended and Restated Bridge Notes [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Closing stock price | $0.23 | |
Conversion price | $0.50 | |
Expected volatility | 160.00% | |
Remaining term (years) | 4 years 4 months 21 days | |
Risk-free rate | 0.63% | |
Expected dividend yield | 0.00% | |
Immediately Before [Member] | Amended and Restated August 2009 Warrants [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Closing stock price | $0.24 | |
Conversion price | $0.70 | |
Expected volatility | 175.71% | |
Remaining term (years) | 1 year 3 months 15 days | |
Risk-free rate | 0.11% | |
Expected dividend yield | 0.00% | |
Immediately Before [Member] | Amended and Restated June 2010 Warrants [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Closing stock price | $0.24 | |
Conversion price | $2.90 | |
Expected volatility | 185.00% | |
Remaining term (years) | 1 year 3 months 15 days | |
Risk-free rate | 0.14% | |
Expected dividend yield | 0.00% | |
Immediately Before [Member] | Amended and Restated August 2010 Warrants [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Closing stock price | $0.24 | |
Conversion price | $1.26 | |
Expected volatility | 182.34% | |
Remaining term (years) | 2 years 3 months 22 days | |
Risk-free rate | 0.22% | |
Expected dividend yield | 0.00% | |
Immediately Before [Member] | Amended and Restated July 2011 Warrants [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Closing stock price | $0.24 | |
Conversion price | $1.09 | |
Expected volatility | 174.11% | |
Remaining term (years) | 3 years 2 months 1 day | |
Risk-free rate | 0.36% | |
Expected dividend yield | 0.00% | |
Immediately After [Member] | Amended and Restated August 2009 Warrants [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Closing stock price | $0.23 | |
Conversion price | $0.50 | |
Expected volatility | 143.31% | |
Remaining term (years) | 6 years 2 months 1 day | |
Risk-free rate | 1.21% | |
Expected dividend yield | 0.00% | |
Immediately After [Member] | Amended and Restated June 2010 Warrants [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Closing stock price | $0.23 | |
Conversion price | $0.50 | |
Expected volatility | 145.00% | |
Remaining term (years) | 6 years 2 months 1 day | |
Risk-free rate | 1.01% | |
Expected dividend yield | 0.00% | |
Immediately After [Member] | Amended and Restated August 2010 Warrants [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Closing stock price | $0.23 | |
Conversion price | $0.50 | |
Expected volatility | 143.31% | |
Remaining term (years) | 6 years 2 months 1 day | |
Risk-free rate | 1.21% | |
Expected dividend yield | 0.00% | |
Immediately After [Member] | Amended and Restated July 2011 Warrants [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Closing stock price | $0.23 | |
Conversion price | $0.50 | |
Expected volatility | 143.31% | |
Remaining term (years) | 6 years 2 months 1 day | |
Risk-free rate | 1.21% | |
Expected dividend yield | 0.00% | |
Immediately After [Member] | MHR Restructuring Warrants [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Closing stock price | $0.23 | |
Conversion price | $0.50 | |
Expected volatility | 143.31% | |
Remaining term (years) | 6 years 2 months 1 day | |
Risk-free rate | 1.21% | |
Expected dividend yield | 0.00% |
Notes_Payable_Estimated_Fair_V
Notes Payable - Estimated Fair Value of Warrants (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Estimated Fair Value Of Warrants [Line Items] | ||
Fair value of warrants | $10,000,000 | |
Immediately Before [Member] | Amended and Restated August 2009 Warrants [Member] | ||
Estimated Fair Value Of Warrants [Line Items] | ||
Fair value of warrants | 445,000 | |
Immediately Before [Member] | Amended and Restated June 2010 Warrants [Member] | ||
Estimated Fair Value Of Warrants [Line Items] | ||
Fair value of warrants | 152,000 | |
Immediately Before [Member] | Amended and Restated August 2010 Warrants [Member] | ||
Estimated Fair Value Of Warrants [Line Items] | ||
Fair value of warrants | 570,000 | |
Immediately Before [Member] | Amended and Restated July 2011 Warrants [Member] | ||
Estimated Fair Value Of Warrants [Line Items] | ||
Fair value of warrants | 696,000 | |
Immediately After [Member] | Amended and Restated August 2009 Warrants [Member] | ||
Estimated Fair Value Of Warrants [Line Items] | ||
Fair value of warrants | 768,000 | |
Immediately After [Member] | Amended and Restated June 2010 Warrants [Member] | ||
Estimated Fair Value Of Warrants [Line Items] | ||
Fair value of warrants | 294,000 | |
Immediately After [Member] | Amended and Restated August 2010 Warrants [Member] | ||
Estimated Fair Value Of Warrants [Line Items] | ||
Fair value of warrants | 741,000 | |
Immediately After [Member] | Amended and Restated July 2011 Warrants [Member] | ||
Estimated Fair Value Of Warrants [Line Items] | ||
Fair value of warrants | 783,000 | |
Immediately After [Member] | MHR Restructuring Warrants [Member] | ||
Estimated Fair Value Of Warrants [Line Items] | ||
Fair value of warrants | $2,058,000 |
Notes_Payable_Book_Value_of_MH
Notes Payable - Book Value of MHR Convertible Notes (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Unamortized discounts | ($7,196) | ($5,120) |
Notes payable, total | 44,546 | 33,079 |
Amended and Restated Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 40,897 | 35,935 |
Loan Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 8,307 | |
Amended and Restated Reimbursement Notes [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable, total | 683 | 637 |
Amended and Restated Bridge Notes [Member] | ||
Debt Instrument [Line Items] | ||
Notes payable, total | $1,855 | $1,627 |
Derivative_Instruments_Compone
Derivative Instruments - Components of Derivative Instruments (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivative [Line Items] | ||
Derivative instruments | $29,920 | $15,509 |
Convertible Notes [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 21,501 | 10,371 |
Reimbursement Notes [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 705 | 7 |
Bridge Notes [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 1,926 | 960 |
Amended and Restated August 2009 Warrants [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 930 | 597 |
Amended and Restated June 2010 MHR Warrants [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 282 | 249 |
Amended and Restated August 2010 Warrants [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 654 | 420 |
August 2010 Investor Warrants [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 29 | 171 |
Amended and Restated August 2010 MHR Waiver Warrants [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 243 | 156 |
Amended and Restated July 2011 Warrants [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 750 | 482 |
July 2011 Investor Warrants [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 210 | 369 |
Amended and Restated July 2011 Warrants [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 198 | 127 |
May 2013 MHR Modification Warrants [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | $2,492 | $1,600 |
Derivative_Instruments_Additio
Derivative Instruments - Additional Information (Detail) (USD $) | 12 Months Ended | 8 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jan. 12, 2011 | |
Convertible Notes [Member] | |||||
Schedule Of Loans And Allowance For Loan By Class Individually And Collectively Evaluated For Impairment [Line Items] | |||||
Issuance of common stock | $10,000,000 | ||||
Fair value of embedded conversion feature increased/(decreased) | 8,900,000 | 10,100,000 | -7,100,000 | ||
Reimbursement Notes [Member] | |||||
Schedule Of Loans And Allowance For Loan By Class Individually And Collectively Evaluated For Impairment [Line Items] | |||||
Fair value of embedded conversion feature increased/(decreased) | 700,000 | -100,000 | |||
Bridge Notes [Member] | |||||
Schedule Of Loans And Allowance For Loan By Class Individually And Collectively Evaluated For Impairment [Line Items] | |||||
Fair value of embedded conversion feature increased/(decreased) | 700,000 | -100,000 | |||
Amended and Restated June 2010 Warrants [Member] | |||||
Schedule Of Loans And Allowance For Loan By Class Individually And Collectively Evaluated For Impairment [Line Items] | |||||
Issuance of common stock | 10,000,000 | ||||
Fair value of embedded conversion feature increased/(decreased) | 32,000 | 200,000 | -300,000 | ||
Number of warrants issued | 865,000 | ||||
Reduced exercise price of warrants | $0.50 | ||||
Warrants expiry date | 8-Jul-19 | ||||
Amended and Restated August 2009 Warrants [Member] | |||||
Schedule Of Loans And Allowance For Loan By Class Individually And Collectively Evaluated For Impairment [Line Items] | |||||
Fair value of embedded conversion feature increased/(decreased) | 300,000 | 200,000 | -200,000 | ||
Number of warrants sold to MHR | 3,700,000 | ||||
Amended and Restated August 2010 Warrants [Member] | |||||
Schedule Of Loans And Allowance For Loan By Class Individually And Collectively Evaluated For Impairment [Line Items] | |||||
Fair value of embedded conversion feature increased/(decreased) | 200,000 | 100,000 | -100,000 | ||
Number of warrants sold to MHR | 2,600,000 | ||||
August 2010 Investor Warrants [Member] | |||||
Schedule Of Loans And Allowance For Loan By Class Individually And Collectively Evaluated For Impairment [Line Items] | |||||
Fair value of embedded conversion feature increased/(decreased) | -100,000 | -100,000 | -100,000 | ||
Number of warrants issued | 2,600,000 | ||||
Number of warrants exercised by unrelated investors | 200,000 | ||||
Amended and Restated August 2010 MHR Waiver Warrants [Member] | |||||
Schedule Of Loans And Allowance For Loan By Class Individually And Collectively Evaluated For Impairment [Line Items] | |||||
Number of warrants sold to MHR | 975,000 | ||||
Increase (Decrease) Warrants,Fair value | 100,000 | -100,000 | -400,000 | ||
Amended and Restated July 2011 Warrants [Member] | |||||
Schedule Of Loans And Allowance For Loan By Class Individually And Collectively Evaluated For Impairment [Line Items] | |||||
Number of warrants sold to MHR | 3,010,000 | ||||
Fair value of warrants increased | 300,000 | 100,000 | |||
Fair value of warrants decreased | 10,000 | ||||
July 2011 Investor Warrants [Member] | |||||
Schedule Of Loans And Allowance For Loan By Class Individually And Collectively Evaluated For Impairment [Line Items] | |||||
Number of warrants issued | 3,010,000 | ||||
Fair value of warrants increased | 28,000 | ||||
Fair value of warrants decreased | 200,000 | 30,000 | |||
Exercise price of warrants issued | $1.09 | ||||
Amended and Restated July 2011 MHR Waiver Warrants [Member] | |||||
Schedule Of Loans And Allowance For Loan By Class Individually And Collectively Evaluated For Impairment [Line Items] | |||||
Number of warrants sold to MHR | 795,000 | ||||
Fair value of warrants increased | 71,000 | 37,000 | |||
Fair value of warrants decreased | 33,000 | ||||
2013 Restructuring Warrants [Member] | |||||
Schedule Of Loans And Allowance For Loan By Class Individually And Collectively Evaluated For Impairment [Line Items] | |||||
Number of warrants sold to MHR | 10,000,000 | ||||
Fair value of warrants increased | 900,000 | ||||
Fair value of warrants decreased | $500,000 |
Derivative_Instruments_Summary
Derivative Instruments - Summary of Assumptions Used in Computing Fair Value (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Convertible Notes [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value assumption stock price | $0.28 | $0.18 |
Fair value assumption conversion price | $1.25 | $1.25 |
Expected volatility rate | 140.00% | 160.00% |
Remaining term of expected volatility | 7 years 3 months | 3 years 9 months |
Risk-free interest rate | 1.97% | 1.13% |
Expected dividend yield | 0.00% | 0.00% |
Reimbursement Notes [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value assumption stock price | $0.28 | $0.18 |
Fair value assumption conversion price | $0.50 | $0.50 |
Expected volatility rate | 140.00% | 99.00% |
Remaining term of expected volatility | 7 years 3 months | 3 months 29 days |
Risk-free interest rate | 1.97% | 0.07% |
Expected dividend yield | 0.00% | 0.00% |
Bridge Notes [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value assumption stock price | $0.28 | $0.18 |
Fair value assumption conversion price | $0.50 | $0.50 |
Expected volatility rate | 140.00% | 160.00% |
Remaining term of expected volatility | 7 years 3 months | 3 years 9 months |
Risk-free interest rate | 1.97% | 1.13% |
Expected dividend yield | 0.00% | 0.00% |
Amended and Restated June 2010 Warrants [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value assumption stock price | $0.28 | $0.18 |
Fair value assumption conversion price | $0.50 | $0.50 |
Expected volatility rate | 160.00% | 150.00% |
Remaining term of expected volatility | 4 years 6 months 7 days | 5 years 6 months |
Risk-free interest rate | 1.51% | 1.90% |
Expected dividend yield | 0.00% | 0.00% |
Warrant [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value assumption stock price | $0.28 | $0.18 |
Fair value assumption conversion price | $0.50 | $0.50 |
Expected volatility rate | 161.00% | 153.00% |
Remaining term of expected volatility | 4 years 6 months 7 days | 5 years 6 months |
Risk-free interest rate | 1.65% | 1.75% |
Expected dividend yield | 0.00% | 0.00% |
August 2010 Investor Warrants [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value assumption stock price | $0.28 | $0.18 |
Fair value assumption conversion price | $1.26 | $1.26 |
Expected volatility rate | 116.00% | 165.00% |
Remaining term of expected volatility | 7 months 24 days | 1 year 7 months 28 days |
Risk-free interest rate | 0.12% | 0.38% |
Expected dividend yield | 0.00% | 0.00% |
July 2011 Investor Warrants [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value assumption stock price | $0.28 | $0.18 |
Fair value assumption conversion price | $1.09 | $1.09 |
Expected volatility rate | 122.00% | 183.00% |
Remaining term of expected volatility | 1 year 6 months 4 days | 2 years 6 months |
Risk-free interest rate | 0.67% | 0.63% |
Expected dividend yield | 0.00% | 0.00% |
2013 Restructuring Warrants [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value assumption stock price | $0.28 | $0.18 |
Fair value assumption conversion price | $0.50 | $0.50 |
Expected volatility rate | 161.00% | 153.00% |
Remaining term of expected volatility | 4 years 6 months 7 days | 5 years 6 months |
Risk-free interest rate | 1.65% | 1.75% |
Expected dividend yield | 0.00% | 0.00% |
Income_Taxes_Summary_of_Income
Income Taxes - Summary of Income Tax Expense (Benefit) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current Tax Expense (Benefit) | |||
Federal | $28 | ||
State | -2,019 | ||
Total Current Tax Expense (Benefit) | -2,019 | 28 | |
Deferred Tax Expense (Benefit) | |||
Federal | 0 | 0 | |
State | 0 | 0 | |
Total Deferred Tax Expense (Benefit) | 0 | 0 | |
Total Tax Expense (Benefit) | ($2,019) | $28 | ($2,974) |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax [Line Items] | |||
Difference of effective income tax rate and Federal statutory rate | 34.00% | 34.00% | 34.00% |
Probability of likely to be realized upon settlement | 50.00% | ||
Domestic Country [Member] | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | 355 | ||
NOL carry-forwards starting date | 2018 | ||
NOL carry-forwards Ending date | 2034 | ||
State and Local Jurisdiction [Member] | New York [Member] | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | 296 | ||
NOL carry-forwards starting date | 2018 | ||
NOL carry-forwards Ending date | 2034 | ||
State and Local Jurisdiction [Member] | New Jersey [Member] | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | 7.2 | ||
NOL carry-forwards starting date | 2023 | ||
NOL carry-forwards Ending date | 2034 | ||
Research [Member] | |||
Income Tax [Line Items] | |||
NOL carry-forwards starting date | 2018 | ||
NOL carry-forwards Ending date | 2032 | ||
Research and development tax credit carry-forwards | 11 | ||
Research and development tax credit carry-forwards expiration description | Expire in various years from 2018 to 2032. |
Income_Taxes_Schedule_of_Effec
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Statutory Rate on pre-tax book loss | -34.00% | -34.00% | -34.00% |
Stock option issuance | 0.09% | 0.08% | 1.22% |
Sale of NJ NOL's | 2.51% | 0.00% | 0.00% |
Disallowed interest | 0.51% | 3.57% | 12.05% |
Derivatives | 14.75% | 13.71% | -56.26% |
Expired net operating losses and credits | 2.74% | 41.83% | 61.64% |
Utilization of net operating loss | 0.00% | -2.86% | 0.00% |
State Tax benefit of Sale of NJ NOL | -7.37% | 0.00% | -60.67% |
State Tax benefit - other | -2.82% | 6.21% | 0.00% |
True-ups and adjustments | 0.02% | 0.44% | 5.29% |
Change in federal valuation allowance | 16.22% | -28.85% | 10.06% |
Total | -7.35% | 0.13% | -60.67% |
Income_Taxes_Schedule_of_Defer
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current deferred tax asset: | ||
Accrued liabilities | $23 | $16 |
Valuation allowance | -23 | -16 |
Net current deferred tax asset | 0 | 0 |
Non-current deferred tax assets: | ||
Fixed and intangible assets | 9 | 54 |
Net operation loss carry-forwards | 121,180 | 119,797 |
AMT credit carry-forwards | 74 | 74 |
Capital loss and charitable carry-forwards | 9 | 3 |
Research and experimental tax credits | 11,021 | 10,307 |
Stock compensation | 486 | 423 |
Deferred revenue | 16,621 | 16,621 |
Interest | 3,414 | 1,101 |
Valuation allowance | -152,814 | -148,380 |
Net non-current deferred tax asset | $0 | $0 |
Stockholders_Deficit_Additiona
Stockholders' Deficit - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Jun. 05, 2014 | Dec. 31, 2013 | |
Capital Unit [Line Items] | |||
Preferred stock, shares authorized | 4,000,000 | 2,000,000 | |
Preferred stock, shares outstanding | 0 | 0 | |
Exercise price of common stock | $80 | ||
Expiry of Rights | 7-Apr-16 | ||
Exercisable Period | The Rights are not exercisable, or transferable apart from the common stock, until the earlier of (i) ten days following a public announcement that a person or group of affiliated or associated persons have acquired beneficial ownership of 20% or more of our outstanding common stock or (ii) ten business days (or such later date, as defined) following the commencement of, or announcement of an intention to make a tender offer or exchange offer, the consummation of which would result in the beneficial ownership by a person, or group, of 20% or more of our outstanding common stock. | ||
Beneficial ownership over common stock | 20.00% | ||
Designated as Series A preferred stock | 200,000 | ||
Preferential cumulative quarterly dividend entitled to a stockholder | Greater of $1.00 per share or 100 times | ||
Minimum cumulative quarterly dividend per share | $1 | ||
Preferred stock dividend per share multiple | 100 | ||
Preferred stock voting rights | 100 votes | ||
Authorized shares of common stock, Before Amendment | 200,000,000 | ||
Authorized shares of common stock, After Amendment | 400,000,000 | 400,000,000 | 200,000,000 |
Number of authorized shares of preferred stock, Before Amendment | 2,000,000 | ||
Series A Preferred Stock [Member] | |||
Capital Unit [Line Items] | |||
Exercise price per rights | $0.01 | ||
Increasing the number of shares of the Company's Series A Junior Participating Cumulative Preferred Stock, Before Amendment | 200,000 | ||
Increasing the number of shares of the Company's Series A Junior Participating Cumulative Preferred Stock, After Amendment | 1,000,000 |
StockBased_Compensation_Plans_1
Stock-Based Compensation Plans - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||
Apr. 20, 2007 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total compensation expense for share-based payment awards | $200,000 | $200,000 | $300,000 | |
Total unrecognized estimated compensation expense related to non-vested stock options granted | 100,000 | |||
Stock plan expected to be recognized over a weighted-average period | 1 year 7 months 6 days | |||
Tax benefit | 0 | |||
Exercise of options, Shares/Options exercised | 0 | 0 | ||
Number of Shares, Granted/Total options granted | 495,000 | 505,000 | 2,736,750 | |
Options valued on the grant date | $144,000 | |||
Previously issued options to outside directors | 0.00% | |||
Approval date of 2007 Stock Award and Incentive Plan | 20-Apr-07 | |||
Issuance of aggregate shares | 9,195,376 | |||
New shares issued under the plan | 7,500,000 | |||
Shares transferred from 2000 Stock Option Plan | 1,294,306 | |||
Shares transferred to 2007 plan from Directors Stock Plan | 401,070 | |||
Shares available for future issuance | 4,483,766 | |||
Rate at option vested | 20.00% | |||
Weighted-average grant date fair value of options granted | $0.29 | $0.19 | $0.10 | |
2000 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Rate at option vested | 20.00% | |||
Maximum shares of common stock available for issuance | 1,945,236 | |||
Director Stock Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Previously issued options to outside directors | 5.00% | |||
Maximum shares of common stock available for issuance | 725,000 | |||
Expiry of Directors Stock Plan | 29-Jan-07 | |||
Timothy Rothwell [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares, Granted/Total options granted | 215,000 | |||
Outside Directors [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares, Granted/Total options granted | 40,000 | |||
Michael Garone [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares, Granted/Total options granted | 40,000 | |||
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiry of vested option | 5 years | |||
Minimum [Member] | 2000 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiry of vested option | 10 years | |||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiry of vested option | 10 years | |||
Maximum [Member] | 2000 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiry of vested option | 5 years |
StockBased_Compensation_Plans_2
Stock-Based Compensation Plans - Schedule of Weighted-Average Assumptions Used for Grants Made Under the Stock Option Plans (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Directors [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Expected term | 6 years 9 months 18 days | 6 years 9 months 18 days | 6 years 9 months 18 days |
Dividend yield | 0.00% | 0.00% | 0.00% |
Annual forfeiture rate | 14.50% | 14.50% | 14.50% |
Directors [Member] | Minimum [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Expected volatility | 143.09% | 138.29% | 120.00% |
Risk-free interest rate | 1.97% | 1.45% | 1.04% |
Directors [Member] | Maximum [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Expected volatility | 145.11% | 141.54% | 125.60% |
Risk-free interest rate | 2.20% | 2.24% | 1.38% |
Executives [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Expected volatility | 142.69% | 134.90% | |
Expected term | 6 years 9 months 18 days | 6 years 9 months 18 days | 6 years 9 months 18 days |
Risk-free interest rate | 2.22% | 1.21% | |
Dividend yield | 0.00% | 0.00% | 0.00% |
Annual forfeiture rate | 14.50% | 14.50% | 14.50% |
Executives [Member] | Minimum [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Expected volatility | 121.90% | ||
Risk-free interest rate | 0.99% | ||
Executives [Member] | Maximum [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Expected volatility | 131.10% | ||
Risk-free interest rate | 1.07% | ||
Employees [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Expected volatility | 145.03% | 121.90% | |
Expected term | 6 years 9 months 18 days | 6 years 9 months 18 days | 6 years 9 months 18 days |
Risk-free interest rate | 1.75% | 0.99% | |
Dividend yield | 0.00% | 0.00% | 0.00% |
Annual forfeiture rate | 14.50% | 14.50% | 14.50% |
Employees [Member] | Minimum [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Expected volatility | 134.90% | ||
Risk-free interest rate | 1.21% | ||
Employees [Member] | Maximum [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Expected volatility | 141.90% | ||
Risk-free interest rate | 2.03% |
StockBased_Compensation_Plans_3
Stock-Based Compensation Plans - Summary of Transactions Involving Stock Options Awarded (Detail) (USD $) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Outstanding, Beginning Balance | 4,340,750 | 4,150,410 | 3,168,630 | |
Number of Shares, Granted | 495,000 | 505,000 | 2,736,750 | |
Number of Shares, Expired | -2,000 | -88,000 | -1,709,020 | |
Number of Shares, Forfeited | -13,000 | -226,660 | -45,950 | |
Number of Shares Outstanding, Ending Balance | 4,820,750 | 4,340,750 | 4,150,410 | 3,168,630 |
Weighted Average Exercise Price, Beginning Balance | $0.90 | $1.07 | $3.03 | |
Stock options vested and exercisable | 3,174,094 | |||
Weighted Average Exercise Price, Granted | $0.31 | $0.20 | $0.43 | |
Number of stock options vested and expected to vest | 4,571,027 | |||
Weighted Average Exercise price, Expired | $5.20 | $3.03 | $3.67 | |
Weighted Average Exercise Price, Forfeited | $0.67 | $1.61 | $1.30 | |
Weighted Average Exercise Price, Ending Balance | $0.84 | $0.90 | $1.07 | $3.03 |
Stock options vested and exercisable, Weighted Average Exercise Price | $0.95 | |||
Stock options vested and expected to vest, Weighted Average Exercise Price | $0.85 | |||
Weighted Average Remaining Contractual Term in Years | 7 years 1 month 6 days | 7 years 9 months 18 days | 8 years 4 months 24 days | 3 years 4 months 24 days |
Stock options vested and exercisable, Weighted Average Remaining Contractual Term in Years | 6 years 8 months 12 days | |||
Stock options vested and expected to vest, Weighted Average Remaining Contractual Term in Years | 7 years 1 month 6 days | |||
Options Outstanding, Aggregate Intrinsic Value | $223 | $56 | $1,076 | $18 |
Stock options vested and exercisable, Aggregate Intrinsic Value | 198 | |||
Stock options vested and expected to vest, Aggregate Intrinsic Value | $221 | |||
Non-Plan Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Outstanding, Beginning Balance | 5,000 | 10,000 | ||
Number of Shares, Expired | -5,000 | -5,000 | ||
Number of Shares Outstanding, Ending Balance | 5,000 | |||
Director Stock Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Outstanding, Beginning Balance | 21,000 | 42,000 | 79,000 | |
Number of Shares, Expired | -21,000 | -37,000 | ||
Number of Shares Outstanding, Ending Balance | 21,000 | 21,000 | 42,000 | 79,000 |
Weighted Average Exercise Price, Beginning Balance | $8.97 | $5.93 | $9.27 | |
Stock options vested and exercisable | 21,000 | |||
Weighted Average Exercise price, Expired | $2.89 | $13.06 | ||
Weighted Average Exercise Price, Ending Balance | $8.97 | $8.97 | $5.93 | $9.27 |
Stock options vested and exercisable, Weighted Average Exercise Price | $8.97 | |||
Weighted Average Remaining Contractual Term in Years | 1 year 4 months 24 days | 2 years 8 months 12 days | 1 year 10 months 24 days | 1 year 8 months 12 days |
Stock options vested and exercisable, Weighted Average Remaining Contractual Term in Years | 1 year 4 months 24 days | |||
Non-Plan Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted Average Exercise Price, Beginning Balance | $4.12 | $3.64 | ||
Weighted Average Exercise price, Expired | $4.12 | $3.15 | ||
Weighted Average Exercise Price, Ending Balance | $4.12 | $3.64 | ||
Weighted Average Remaining Contractual Term in Years | 6 months | 2 years |
Collaborative_Research_Agreeme1
Collaborative Research Agreements - Additional Information (Detail) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 21, 2008 | Dec. 31, 2010 | 6-May-13 | |
Indefinite-lived Intangible Assets [Line Items] | ||||||
Milestone and upfront payments to agreements | $0 | $10,000,000 | $0 | |||
Expense of reimbursements | 0 | 0 | 20,000 | |||
Expenses in research and development | 0 | 0 | 0 | |||
Deferred revenue | 41,616,000 | 41,616,000 | ||||
Genta [Member] | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Excess amounts in milestone payments | 24,300,000 | |||||
Novartis Agreement [Member] | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Deferred revenue | 13,000,000 | 13,000,000 | ||||
GLP-1 License Agreement [Member] | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Milestone and upfront payments to agreements | 2,000,000 | 2,000,000 | ||||
Sales and development excess amount | 87,000,000 | |||||
Non-refundable license fee | 10,000,000 | 10,000,000 | 10,000,000 | |||
Payment released to Emisphere by milestone | 2,000,000 | |||||
Initial upfront payment | 10,000,000 | |||||
Deferred revenue | 23,600,000 | 23,600,000 | 10,000,000 | |||
Payment in support services | 1,600,000 | 1,600,000 | ||||
Insulins License Agreement [Member] | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Sales and development excess amount | 57,500,000 | |||||
Non-refundable license fee | 5,000,000 | |||||
Initial upfront payment | 5,000,000 | |||||
Deferred revenue | $5,000,000 | $5,000,000 |
Defined_Contribution_Retiremen1
Defined Contribution Retirement Plan - Additional Information (Detail) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule Of Sale Of Subsidiary [Abstract] | |||
Contributions to the Retirement Plan | $0.04 | $0.03 | $0.04 |
Net_Loss_Per_Share_Basic_and_D
Net Loss Per Share - Basic and Diluted Earnings Per share (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 14, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Earnings Per Share [Abstract] | |||||||||||
Net loss | $420 | ($14,373) | ($8,069) | ($3,358) | ($2,813) | ($1,720) | ($13,982) | ($2,424) | ($25,380) | ($20,939) | ($1,928) |
Net loss per common share, basic and diluted: | |||||||||||
Weighted average common shares outstanding, basic | 60,687,478 | 60,687,478 | 60,687,478 | ||||||||
Net loss per share, basic and diluted | ($0.42) | ($0.35) | ($0.03) |
Net_Loss_Per_Share_Potential_S
Net Loss Per Share - Potential Shares of Common Stock Excluded from Diluted Net Loss Per Share (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Impairment Effects on Earnings Per Share [Line Items] | |||
Options to purchase common shares | 4,820,750 | 4,340,750 | 1,524,160 |
Outstanding warrants and options to purchase warrants | 27,443,728 | 27,443,727 | 17,443,727 |
Potential shares of common stock excluded from diluted net loss per share | 70,057,726 | 65,061,481 | 27,321,407 |
Amended and Restated Convertible Notes [Member] | |||
Impairment Effects on Earnings Per Share [Line Items] | |||
Amended and Restated notes | 32,717,484 | 28,748,424 | 8,353,518 |
Amended and Restated Reimbursement Notes [Member] | |||
Impairment Effects on Earnings Per Share [Line Items] | |||
Amended and Restated notes | 1,365,606 | 1,274,334 | |
Bridge Notes [Member] | |||
Impairment Effects on Earnings Per Share [Line Items] | |||
Amended and Restated notes | 3,710,158 | 3,254,246 |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Leases Future Minimum Payment Due [Line Items] | |||
Operating lease expiration period | 2017 | ||
Rent expense | $100,000 | $100,000 | $300,000 |
Additional charges under lease for real estate taxes and common maintenance charges | 40,000 | 20,000 | 10,000 |
Liabilities recorded for indemnification provisions | $0 | ||
Royalty Agreement [Member] | |||
Operating Leases Future Minimum Payment Due [Line Items] | |||
Net sales percentage on royalty agreement | 20.00% | ||
Net sales percentage on royalty agreement | 5.00% | ||
Net sales percentage on royalty agreement | 2.50% | ||
Royalty agreement description | (i) five percent (5%) of all Net Sales and third party payments commencing with the first quarter immediately following the quarter in which the Indebtedness Repayment Condition is satisfied, or (ii) two and one half percent (2.5%) of all Net Sales commencing with the quarter immediately following the quarter in which the Indebtedness Repayment Condition is satisfied, but only with respect to the Net Sales made in any country in which there was not a Valid Patent Claim (as defined in the Royalty Agreement) and where generic entry of a competitive product not by the Company or its affiliates that does not infringe a Valid Patent Claim in such country has occurred, in each case as of the last day of such Fiscal Quarter. |
Commitments_and_Contingencies_2
Commitments and Contingencies - Future Minimum Rental Payments (Detail) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $136 |
2016 | 148 |
2017 | 74 |
Total | $358 |
Summarized_Quarterly_Financial2
Summarized Quarterly Financial Data (Unaudited) - Schedule of Quarterly Financial Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 14, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenue | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 |
Operating loss | -3,301 | -2,120 | -1,539 | -2,345 | -2,343 | -1,761 | -1,788 | -1,712 | -9,305 | -7,604 | -6,821 |
Net income (loss) | $420 | ($14,373) | ($8,069) | ($3,358) | ($2,813) | ($1,720) | ($13,982) | ($2,424) | ($25,380) | ($20,939) | ($1,928) |
Net income (loss) per share, basic | $0.01 | ($0.24) | ($0.13) | ($0.06) | ($0.05) | ($0.03) | ($0.23) | ($0.04) | ($0.42) | ($0.35) | ($0.03) |
Net income (loss) per share, diluted | $0.01 | ($0.24) | ($0.13) | ($0.06) | ($0.05) | ($0.03) | ($0.23) | ($0.04) | ($0.42) | ($0.35) | ($0.03) |
Fair_Value_Fair_Value_Hierarch
Fair Value - Fair Value Hierarchy for Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivative [Line Items] | ||
Derivative instruments | $29,920 | $15,509 |
Level 2 [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 5,506 | 3,922 |
Level 3 [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | $24,414 | $11,587 |
Fair_Value_Schedule_of_Changes
Fair Value - Schedule of Changes in Fair Value of Level 3 Financial Instruments (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liability of embedded conversion feature | $24,414 | $11,587 |
Beginning Balance | 11,587 | 309 |
Change in fair value | 10,287 | 9,073 |
Ending Balance | 24,414 | 11,587 |
Bridge Notes [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liability of embedded conversion feature | 221 | 1,187 |
Ending Balance | 221 | 1,187 |
Reimbursement Notes [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liability of embedded conversion feature | 47 | 156 |
Ending Balance | 47 | 156 |
Convertible Notes [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liability of embedded conversion feature | 2,272 | 862 |
Ending Balance | $2,272 | $862 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | Dec. 31, 2014 | Nov. 04, 2014 | Aug. 20, 2014 | Jan. 06, 2015 |
Subsequent Event [Line Items] | ||||
Principal amount | $3,000,000 | $5,000,000 | ||
Maximum borrowing capacity | 20,000,000 | 20,000,000 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Principal amount | 5,000,000 | |||
Maximum borrowing capacity | $20,000,000 |