Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 01, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | EMIS | ||
Entity Registrant Name | EMISPHERE TECHNOLOGIES INC | ||
Entity Central Index Key | 805,326 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | $ 28,630,594 |
Balance Sheets
Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 6,085 | $ 12,898 |
Accounts receivable, net | 301 | 455 |
Inventories | 67 | 1,340 |
Prepaid expenses and other current assets | 107 | 1,081 |
Total current assets | 6,560 | 15,774 |
Equipment and leasehold improvements, net | 12 | |
Security deposit | 24 | 24 |
Total assets | 6,584 | 15,810 |
Current liabilities: | ||
Accounts payable and accrued expenses | 869 | 2,121 |
Notes payable, related party | 7,000 | |
Deferred revenue, current portion | 513 | 631 |
Royalty payable - related party | 0 | 208 |
Derivative instruments: | ||
Related party | 8,343 | 12,690 |
Others | 205 | |
Total current liabilities | 9,725 | 22,855 |
Notes payable, related party net of related discount | 67,589 | 54,172 |
Derivative instruments - related party | 34,851 | 35,071 |
Royalty payable - related party | 206 | |
Deferred revenue | 55,616 | 55,616 |
Deferred lease liability and other liabilities | 5 | 14 |
Total liabilities | 167,992 | 167,728 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Preferred stock, $.01 par value; authorized 4,000,000 shares at December 31, 2016 and 2015; issued and outstanding at December 31, 2016 and 2015 - none | ||
Common stock, $.01 par value; authorized 400,000,000 shares at December 31, 2016 and 2015 issued 60,977,210 shares (60,687,478 outstanding) at December 31, 2016 and 2015 | 610 | 610 |
Additional paid-in capital | 406,495 | 405,944 |
Accumulated deficit | (564,561) | (554,520) |
Common stock held in treasury, at cost; 289,732 shares | (3,952) | (3,952) |
Total stockholders' deficit | (161,408) | (151,918) |
Total liabilities and stockholders' deficit | $ 6,584 | $ 15,810 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 4,000,000 | 4,000,000 |
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 | 400,000,000 |
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 ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Net revenue | $ 1,195 | $ 411 | |
Cost of goods sold | 286 | 201 | |
Write-off of slow moving inventory | 1,214 | 691 | |
Gross loss | (305) | (481) | |
Costs and expenses: | |||
Research and development | 373 | 475 | $ 1,128 |
General and administrative | 5,228 | 5,950 | 5,968 |
Selling expenses | 1,923 | 11,176 | 2,194 |
Depreciation and amortization | 12 | 14 | 15 |
Total costs and expenses | 7,536 | 17,615 | 9,305 |
Operating loss | (7,841) | (18,096) | (9,305) |
Other non-operating income (expense): | |||
Investment and other income | 15 | 12 | 10 |
Change in fair value of derivative instruments: | |||
Related party | 8,933 | (13,950) | (12,172) |
Others | 205 | 34 | 300 |
Interest expense - related party | (11,353) | (8,966) | (6,232) |
Total other non-operating income (expense) | (2,200) | (22,870) | (18,094) |
Loss before income tax benefit | (10,041) | (40,966) | (27,399) |
Income tax benefit | 585 | 2,019 | |
Net loss | $ (10,041) | $ (40,381) | $ (25,380) |
Net loss per share, basic and diluted | $ (0.17) | $ (0.67) | $ (0.42) |
Weighted average shares outstanding, basic and diluted | 60,687,478 | 60,687,478 | 60,687,478 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | |||
Net Loss | $ (10,041) | $ (40,381) | $ (25,380) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 12 | 14 | 15 |
Provision for slow moving inventory | 1,214 | 691 | |
Provision for doubtful accounts | (3) | 9 | |
Non-cash interest expense: | |||
Related party | 10,782 | 8,756 | 6,007 |
Changes in the fair value of derivative instruments: | |||
Related party | (8,933) | 13,950 | 12,172 |
Others | (205) | (34) | (300) |
Non-cash compensation | 343 | 413 | 231 |
Changes in assets and liabilities excluding non-cash charges: | |||
Decrease (increase) in accounts receivable | 157 | (464) | |
Decrease (increase) inventories | 59 | 37 | (1,361) |
Decrease (increase) in prepaid expenses and other current assets | 974 | (893) | (43) |
Decrease in security deposits | 10 | ||
(Decrease) increase in accounts payable and accrued expenses | (1,251) | 274 | 306 |
(Decrease) in other current liabilities | (30) | ||
Increase in royalty payable | 206 | 208 | |
(Decrease) increase in deferred revenue | (118) | 14,631 | |
(Decrease) increase in deferred lease and other liabilities | (9) | 4 | 3 |
Total adjustments | 3,228 | 37,596 | 17,010 |
Net cash used in operating activities | (6,813) | (2,785) | (8,370) |
Cash flows from financing activities: | |||
Proceeds from notes payable | 12,000 | 8,000 | |
Net cash provided by financing activities | 12,000 | 8,000 | |
Net (decrease) increase in cash and cash equivalents | (6,813) | 9,215 | (370) |
Cash and cash equivalents, beginning of year | 12,898 | 3,683 | 4,053 |
Cash and cash equivalents, end of year | 6,085 | 12,898 | 3,683 |
Non-cash investing and financing activities: | |||
Increase in debt discounts for new derivatives | 4,365 | 4,130 | 2,540 |
Conversion of accrued interest to notes payable | 10,782 | $ 8,756 | $ 5,542 |
Fully depreciated assets written off | 593 | ||
Forgiveness of royalty payable, related party | $ 208 |
Statements of Stockholders' Def
Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Common Stock Held in Treasury [Member] |
Beginning Balance at Dec. 31, 2013 | $ (86,801) | $ 610 | $ 405,300 | $ (488,759) | $ (3,952) |
Beginning 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 | 60,977,210 | 289,732 | |||
Net Loss | (40,381) | (40,381) | |||
Stock based compensation for employees | 164 | 164 | |||
Stock based compensation for directors | 249 | 249 | |||
Ending Balance at Dec. 31, 2015 | (151,918) | $ 610 | 405,944 | (554,520) | $ (3,952) |
Ending Balance, shares at Dec. 31, 2015 | 60,977,210 | 289,732 | |||
Net Loss | (10,041) | (10,041) | |||
Stock based compensation for employees | 142 | 142 | |||
Stock based compensation for directors | 201 | 201 | |||
Forgiveness of royalty payable- related party | 208 | 208 | |||
Ending Balance at Dec. 31, 2016 | $ (161,408) | $ 610 | $ 406,495 | $ (564,561) | $ (3,952) |
Ending Balance, shares at Dec. 31, 2016 | 9,259,476 | 60,977,210 | 289,732 |
Nature of Operations, Risks and
Nature of Operations, Risks and Uncertainties and Liquidity | 12 Months Ended |
Dec. 31, 2016 | |
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. is a commercial stage pharmaceutical and drug delivery company. We are in partnership with global pharmaceutical companies to develop new formulations of existing products, as well as new chemical entities, using our Eligen ® ® Our core business strategy is to build new, high-value partnerships and continue to expand upon existing partnerships, pursue the global commercialization of oral Eligen B12™ to optimize its economic value, evaluate commercial opportunities for new prescription medical foods, and promote new uses for our Eligen ® Risks and Uncertainties. 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, 2016, our accumulated deficit was approximately $564.6 million. Our loss from operations was $7.8 million, $18.1 million and $9.3 million for the years ended December 31, 2016, 2015 and 2014, respectively. Our net loss was $10.0 million, $40.4 million and $25.4 million for the years ended December 31, 2016, 2015 and 2014, respectively. Our net cash provided (outlays) from operations and capital expenditures were ($6.8), ($2.8) million and ($8.4) million for the years ended December 31, 2016, 2015 and 2014, respectively. Net cash provided (outlays) include receipts of deferred revenue of ($.1) million, $14.6 million and $0.0 million for 2016, 2015, and 2014, respectively. Our stockholders’ deficit was $161.4 million and $151.9 million as of December 31, 2016 and 2015, respectively. On December 31, 2016 we had approximately $6.1 million in cash. As of December 31, 2016, the Company’s obligations included approximately $53 million (face value) under its Second Amended and Restated Convertible Notes (the “Convertible Notes”), approximately $26 million (face value) under a loan agreement entered into on August 20, 2014 (the “Loan Agreement”), approximately $0.8 million (face value) under its Second Amended and Restated Reimbursement Notes (the “Reimbursement Notes”), and approximately $2.4 million (face value) under its Second Amended and Restated Bridge Notes (the “Bridge Notes”). On October 26, 2015 we received a total payment of $14 million from Novo Nordisk pursuant to, and consisting of, $5 million as payment for entry into the Expansion License Agreement and $9 million as payment in connection with the third amendment to the GLP-1 License Agreement. Under terms of its loan agreements, the Company was obligated to pre-pay certain loans and notes using 50% of any extraordinary receipts, such as the $14 million received from Novo Nordisk. Under the terms of the Loan Agreement and Convertible Notes Emisphere is required to satisfy annual net sales targets of Eligen B12™. As described in Note 7 to the Financial Statements, on December 8, 2016, we entered into various agreements whereby, among other things, the creditor under our Loan Agreement and Convertible Notes agreed to waive any event of default resulting from our failure to satisfy the net sales milestones for the Eligen B12™ product for the 2016 fiscal year and all future periods specified in our Loan Agreement and Convertible Notes. The creditor also agreed to irrevocably waive the Company’s obligation to pre-pay $7 million of certain loans and notes resulting from the $14 million cash receipt from Novo Nordisk. Management has concluded that due to the conditions described above, there is substantial doubt about the entity’s ability to continue as a going concern through March 30, 2018. We have evaluated the significance of the conditions in relation to our ability to meet our obligations and believe that our current cash balance will provide sufficient capital to continue operations through approximately March 2018. While our plan is to raise capital from commercial operations and/or product partnering opportunities to address our capital deficiencies and meet our operating cash requirements, there is no assurance that our plans will be successful. If we fail to generate sufficient capital from commercial operations or partnerships, we will need to seek capital from other sources and risk default under the terms of our existing loans. We cannot assure you that financing will be available on favorable terms or at all. 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. Furthermore, despite our optimism regarding the Eligen ® |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Use of Estimates. Reclassification Concentration of Credit Risk. Cash, Cash Equivalents, and Investments. Trade Accounts Receivable and Allowance for Doubtful Accounts. Inventory. Impairment of Long-Lived Assets. Equipment and Leasehold Improvements. Deferred Lease Liability. Revenue Recognition. Revenue Recognition. Oral Eligen B12™ Rx Product We sell our Oral Eligen B12™ Rx product through drug wholesalers and retail pharmacies. We recognize revenue from prescription product sales, net of sales discounts, chargebacks, and rebates. We 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 36 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 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 2017. 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 ® ® Research and Development and Clinical Trial Expenses. 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. Stock-Based Employee Compensation. Advertising Expenses. Fair Value of Financial Instruments. Derivative Instruments. Fair Value Measurements. • 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 Future Impact of Recently Issued Accounting Standards In April 2015, the FASB issued ASU 2015-03, “Interest — Imputation of Interest” (“ASU 2015-03”), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. ASU 2015-03 is effective for annual and interim periods beginning on or after December 15, 2015. The adoption of ASU 2015-03 did not have a material impact on our financial position, results of operations or cash flows. 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 did not have a material impact on our financial position, results of operations or cash flows. In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory” (“ASU 2015-11”). ASU 2015-11 requires that inventory within the scope of the guidance be measured at the lower of cost and net realizable value. Inventory measured using last-in, first-out and retail inventory method are excluded from this new guidance. This ASU replaces the concept of market with the single measurement of net realizable value and is intended to create efficiencies for preparers and more closely aligns U.S. GAAP with IFRS. This ASU is effective for public business entities in fiscal years beginning after December 15, 2016, including interim periods within those years. Prospective application is required and early adoption is permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-11 is not expected to have a material impact on our financial position, results of operations or cash flows. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), During January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). The standard addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is not permitted with the exception of certain provisions related to the presentation of other comprehensive income. The adoption of ASU 2016-01 is not expected to have a material impact on our financial position, results of operations or cash flows. During February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”). The standard requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of ASU 2016-02 is not expected to have a material impact on our financial position, results of operations or cash flows due to an insignificant number of leases that the Company has entered into. In March 2016, the FASB issued ASU No. 2016-06, “Contingent Put and Call Option in Debt Instruments” (“ASU 2016-06”). ASU 2016-06 is intended to simplify the analysis of embedded derivatives for debt instruments that contain contingent put or call options. The amendments in ASU 2016-06 clarify that an entity is required to assess the embedded call or put options solely in accordance with the four-step decision sequence. Consequently, when a call (put) option is contingently exercisable, an entity does not have to initially assess whether the event that triggers the ability to exercise a call (put) option is related to interest rates or credit risks. The amendments in ASU 2016-06 take effect for public business entities for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company does not expect the adoption of ASU 2016–01 to have a significant impact on its financial statements. In March 2016, FASB issued ASU No. 2016-09, “Improvements to Employee Share-based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The adoption of ASU 2016-09 is not expected to have a material impact on our financial position, results of operations or cash flows. In August 2016, FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 clarifies the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those years beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of ASU No. 2016-15 to have a material impact on its financial statements. 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, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory Inventory consists of the following: December 31, 2016 2015 (In thousands) Raw Materials $ — $ 558 Finished Goods 67 782 $ 67 $ 1,340 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 (In thousands) Prepaid corporate insurance $ 86 $ 93 Deposit on inventory — 184 Prepaid expenses and other current assets 21 804 $ 107 $ 1,081 |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2016 | |
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 2016 2015 (In thousands) Equipment 3-7 $ 9 $ 601 Leasehold improvements Term of lease 27 27 36 628 Less, accumulated depreciation and amortization 36 616 $ — $ 12 Depreciation expense for the years ended December 31, 2016, 2015 and 2014, was $12 thousand, $14 thousand and $15 thousand, respectively. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 2015 (In thousands) Accounts payable $ 638 $ 1,762 Accrued legal, professional fees and other 202 304 Accrued vacation 29 55 $ 869 $ 2,121 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable | 7. Notes Payable Notes payable, net of related discounts, consists of the following: December 31, 2015 (in thousands) Convertible Notes $ 40,699 $ 37,450 Loan Agreement 26,004 22,801 Reimbursement Notes 795 755 Bridge Notes 91 166 67,589 61,172 Less: Current portion — 7,000 Non-current Notes payable, net of related discounts $ 67,589 $ 54,172 Loan Agreement. In 2014, 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. Additional fees paid by Emisphere in connection with the Loan Agreement, MHR Notes and the Royalty Agreement included the reimbursement of $0.3 million of MHR’s professional fees associated with the transaction, which was recorded as interest expense for the year ended December 31, 2014. The Loan Agreement provided 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 Loan Agreement provided for five borrowings (each, a “Borrowing”, and collectively, the “Loan”). The first Borrowing occurred on August 20, 2014 in an original principal amount of $5 million, the second occurred on November 4, 2014, in an original principal amount of $3 million, the third occurred on January 6, 2015 in an original principal amount of $5.0 million, the fourth occurred on April 6, 2015 in an original principal amount of $5.0 million, and the fifth and final borrowing occurred on July 1, 2015 in an original principal amount of $2.0 million. 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. 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 Agreement provides for certain representations and warranties, affirmative and negative covenants of the Company 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, 2016, the principal balance of the Loan agreement was approximately $26.0 million. Convertible Notes. The August 20, 2014 amended and restated Convertible Notes provide for a 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, 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, 2016, the principal balance of the Convertible Notes was approximately $53.0 million; and the Convertible Notes were convertible into 42,373,002 shares of our common stock. The Company was required to satisfy annual net sales targets of Eligen B12™ by December 31 for each fiscal year beginning 2015 through 2019 pursuant to the terms of the Loan Agreement and Convertible Notes. Failure to satisfy the sales targets will result in an event of default under these instruments, provided that the Company is not granted a waiver. On November 10, 2015, the Lenders agreed to waive any event of default resulting from the failure to satisfy the net sales milestones for the Eligen B12™ product for the 2015 fiscal year specified in the Loan Agreement and Convertible Notes (See “December 2016 Debt Modification”, below”). Reimbursement Notes. 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. As of December 31, 2016, the principal balance of the Reimbursement Notes was $0.8 million; and the Reimbursement Notes were convertible into 1,671,632 shares of our common stock. Bridge Notes. 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. As of December 31, 2016, the principal balance of the Bridge Notes was approximately $2.4 million; and the Bridge Notes were convertible into 4,824,006 shares of our common stock. Royalty Agreement. If the Company does not have sufficient cash in excess of the Minimum Cash Balance to pay any Royalties that become due under the Royalty Agreement 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 of at least $10 million (or $15 million, under certain circumstances beginning as early as October 1, 2015). On December 31, 2015, the Company had a $12.9 million cash balance, greater than the $10 million Minimum Cash Balance as defined under the Loan Agreement, therefore $0.2 million Royalties payable under the Royalty Agreement for 2015 were due in cash. In December 2016, the accrued Royalties for 2015 were forgiven (see below). As of December 31, 2016, the Company accrued $0.2 million of Royalties. Such Royalties will be paid in 2017 by increasing the principal amount outstanding under the Loan Agreement. December 2016 Debt Modifications In consideration of the above modifications, the Company granted to MHR, among other things, a portion of any royalties payable under the terms of the GLP-1 Agreement equal to 0.5% of net sales for any licensed product subject to the GLP -1 Agreement. The GLP-1 Agreement was amended to provide that, among other things, Novo Nordisk will pay such 0.5% royalties directly to MHR. The above debt modifications were accounted for 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. Direct costs incurred by Emisphere in connection with the above modifications were $0.4 million which was recorded as interest expense for the year ended December 13, 2016. As MHR is a related party, the forgiveness of the 2015 royalty accrual of $0.2 million was recorded in additional paid-in capital as a capital contribution. The carrying value of the MHR Obligations is comprised of the following: December 31, 2016 2015 (in thousands) Amended and Restated Convertible Notes $ 52,966 $ 46,542 Loan Agreement 26,004 22,801 Amended and Restated Reimbursement Notes 836 755 Amended and Restated Bridge Notes 2,412 2,155 Unamortized discounts (14,629 ) (11,041 ) $ 67,589 $ 61,172 |
Derivative Instruments
Derivative Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | 8. Derivative Instruments Derivative instruments consist of the following: December 31, 2016 2015 (in thousands) Convertible Notes $ 30,559 $ 30,823 Reimbursement Notes 1,105 1,118 Bridge Notes 3,187 3,130 Amended and Restated August 2009 Warrants 1,412 2,142 Amended and Restated June 2010 MHR Warrants 344 552 Amended and Restated August 2010 Warrants 993 1,507 Amended and Restated August 2010 MHR Waiver Warrants 369 560 Amended and Restated July 2011 Warrants 1,139 1,729 July 2011 Investor Warrants* — 205 Amended and Restated July 2011 MHR Waiver Warrants 301 456 May 2013 MHR Modification Warrants 3,785 5,744 $ 43,194 $ 47,966 * Expired in July of 2016 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. Convertible Notes . December 31, December 31, Closing stock price $ 0.60 $ 0.68 Conversion price $ 1.25 $ 1.25 Expected volatility 146 % 143 % Remaining term (years) 5.25 6.25 Risk-free rate 1.95 % 1.95 % Expected dividend yield 0 % 0 % The fair value of the embedded conversion feature of the Convertible Notes decreased $4.3 million for the year ended December 31, 2016 and increased $5.7 million and $8.9 million for the years ended December 31, 2015 and 2014, respectively, which amounts have been recognized in the accompanying statements of operations. Reimbursement Notes . December 31, December 31, Closing stock price $ 0.60 $ 0.68 Conversion price $ 0.50 $ 0.50 Expected volatility 146 % 143 % Remaining term (years) 5.25 6.25 Risk-free rate 1.95 % 1.95 % Expected dividend yield 0 % 0 % The fair value of the embedded conversion of the Reimbursement Notes decreased $0.1 million for the year ended December 31, 2016 and increased $0.3 and $0.7 million for the years ended December 31, 2016 and 2015, respectively, which has been recognized in the accompanying statements of operations. Bridge Notes . December 31, December 31, Closing stock price $ 0.60 $ 0.68 Conversion price $ 0.50 $ 0.50 Expected volatility 146 % 143 % Remaining term (years) 5.25 6.25 Risk-free rate 1.95 % 1.95 % Expected dividend yield 0 % 0 % The fair value of the embedded conversion feature of the Bridge Notes decreased $0.2 million for the year ended December 31, 2016 and increased $0.8 million and $0.7 million for the years ended December 31, 2015 and 2014, respectively, which has been recognized in the accompanying statements of operations. Amended and Restated June 2010 Warrants. December 31, December 31, Closing stock price $ 0.60 $ 0.68 Conversion price $ 0.50 $ 0.50 Expected volatility 103 % 136 % Remaining term (years) 2.52 3.52 Risk-free rate 1.33 % 1.42 % Expected dividend yield 0 % 0 % The fair value of the Amended and Restated June 2010 MHR Warrants decreased $0.2 million for the year ended December 31, 2016 and increased $.3 million and $32 thousand for the years ended December 31, 2015 and 2014, respectively. These fluctuations have been recognized in the accompanying statements of operations. Amended and Restated Warrants. December 31, December 31, Closing stock price $ 0.60 $ 0.68 Conversion price $ 0.50 $ 0.50 Expected volatility 103 % 141 % Remaining term (years) 2.52 3.52 Risk-free rate 1.47 % 1.31 % Expected dividend yield 0 % 0 % The fair value of the Original Warrants decreased $2.2 million for the year ended December 31, 2016 and increased $3.8 million and $1.0 million for the years ended December 31, 2015 and 2014, respectively. These fluctuations have been recognized in the accompanying statements of operations. August 2010 Investor Warrants . July 2011 Investor Warrants. December 31, Closing stock price $ 0.68 Conversion price $ 1.09 Expected volatility 88 % Remaining term (years) 0.51 Risk-free rate 0.49 % Expected dividend yield 0 % The fair value of the July 2011 Investor Warrants decreased $0.2 million for the period from January 1, 2016 through their expiration on July 6, 2016 and decreased $5 thousand and $0.2 million for the years ended December 31, 2015 and 2014, respectively, which has been recognized in the accompanying statements of operations. 2013 Restructuring Warrants . December 31, December 31, Closing stock price $ 0.60 $ 0.68 Conversion price $ 0.50 $ 0.50 Expected volatility 103 % 141 % Remaining term (years) 2.52 3.52 Risk-free rate 1.47 % 1.31 % Expected dividend yield 0 % 0 % The fair value of the 2013 Restructuring Warrants decreased $2 million for the year ended December 31, 2016 and increased $3.3 million and $0.9 for the years ended December 31, 2015 and 2014, respectively, which has been recognized in the accompanying statements of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The components of our income tax benefit in 2016 and 2015 are as follows: 2016 2015 Current Tax Benefit Federal $ — $ — State — (585 ) — (585 ) Deferred Tax Expense (Benefit) Federal — — State — — — — Total Tax Benefit $ — $ (585 ) As of December 31, 2016, we have available unused federal net operating loss (NOL) carry-forwards of $366 million, which will expire in various years from 2018 to 2036. We have New York NOL carry-forwards of $306 with the remainder expiring in various years from 2018 through 2036. We have New Jersey NOL carry-forwards of $10 million, which will expire in various years from 2020 through 2023. As of December 31, 2016, 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 2016, 2015 and 2014 primarily due to the following: 2016 2015 2014 Statutory Rate on pre-tax book loss (34.00 %) (34.00 %) (34.00 %) Stock option issuance 0.48 % 0.14 % 0.09 % Sale of NJ NOL’s 0.00 % 1.05 % 2.51 % Disallowed interest 2.63 % 0.10 % 0.51 % Derivatives (30.94 %) 11.72 % 14.75 % Expired net operating losses and credits 0.00 % 0.00 % 2.74 % State Tax benefit of Sale of NJ NOL 0.00 % (1.45 %) (7.37 %) State Tax benefit — other (10.80 %) (3.85 %) (2.82 %) True-ups and adjustments 2.62 % (0.57 %) 0.02 % Change in federal valuation allowance 70.01 % 25.42 % 16.22 % 0.00 % (1.44 %) (7.35 %) The tax effect of temporary differences, net operating loss carry-forwards, and research and experimental tax credit carryforwards as of December 31, 2016 and 2015 is as follows: Deferred tax assets and valuation allowance: December 31, 2016 2015 (in thousands) Current deferred tax asset: Accrued liabilities $ 97 $ 111 Inventory reserve 225 — Valuation allowance (322 ) (111 ) Net current deferred tax asset — — Non-current deferred tax assets: Fixed and intangible assets 13 11 Net operation loss carry-forwards 124,945 122,205 AMT credit carry-forwards 74 74 Capital loss and charitable carry-forwards 14 13 Research and experimental tax credits 11,021 11,021 Stock compensation 665 586 Deferred revenue 22,213 22,213 Interest 10,866 6,870 Valuation allowance $ (169,811 ) $ (162,993 ) 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, 2016. The Company’s 2013, 2014 and 2015 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, 2016 | |
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, 2016 and 2015, there were no shares of preferred stock outstanding. 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. |
Stock-Based Compensation Plans
Stock-Based Compensation Plans | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016, 2015 and 2014 for share-based payment awards was $0.3 million, $0.4 million and $0.2 million, respectively. At December 31, 2016, total unrecognized estimated compensation expense related to non-vested stock options granted prior to that date was approximately $0.4 million, which is expected to be recognized over a weighted-average period of 1.53 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, 2016 and 2015. During the year ended December 31, 2015, the Company granted 1,785,000 options which included: 40,000 options to Michael Garone, former Chief Financial Officer (valued on the grant date of January 14, 2015 at $0.34 using the Black Scholes pricing model); 175,000 options to Timothy Rothwell, Chairman of the Board, 75,000 options to each of the Company’s outside directors, 300,000 options to Alan L. Rubino, President and Chief Executive Officer, 150,000 options to Carl Sailer, Vice President, Sales and Marketing, and an additional 40,000 options to Michael Garone, former Chief Financial Officer (valued on the grant date of March 3, 2015 at $0.55 using the Black Scholes pricing model); 250,000 options to non-executive employees and consultants (valued on the grant date of March 6, 2015 at $0.59 using the Black Scholes pricing model); an additional 40,000 options to each of the Company’s outside directors (valued on the grant date of May 20, 2015, at $0.50); an additional 175,000 options to Timothy Rothwell, Chairman of the Board, (valued on the grant date of September 14, 2015 at $0.60 using the Black Scholes pricing model); and an additional 40,000 options to Carl Sailer, Vice President, Sales and Marketing, (valued on the grant date of October 15, 2015 at $0.59 using the Black Scholes pricing model). During the year ended December 31, 2016, the Company granted 40,000 options to Mr. Michael Garone (valued on the grant date of January 14, 2016 at $0.61 using the Black Scholes pricing model). Mr. Garone resigned from Emisphere and his official last day of employment was June 24, 2016 (“Separation Date”). His unexercised, vested options were due to expire on September 25, 2016 (90 days from separation). On September 20, 2016 the Company entered into a separation agreement with Michael Garone. The Company agreed to extend the period of time during which any and all of his unexpired, vested and unexercised stock options may be exercisable to March 21, 2017 (a six-month extension). The Company calculated the incremental fair value equal to the difference between the fair value of the modified award and the fair value of the original award. The incremental fair value of $7 thousand was expensed immediately. In addition, the Company granted 240,000 options which included 40,000 options to each of the Company’s outside directors (valued on the grant date of May 25, 2016, at $0.73 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, 2016, 2015 and 2014: 2016 Directors Executives Employees Expected volatility 143.91 % 145.82 % — Expected term 6.8 years 6.8 years — Risk-free interest rate 1.69 % 1.87 % — Dividend yield 0 % 0 % — Annual forfeiture rate 14.5 % 14.5 % — 2015 Directors Executives Employees Expected volatility 147.57-148.95 % 145.87-148.05 % 148.06 % Expected term 6.8 years 6.8 years 6.8 years Risk-free interest rate 1.83-1.93 % 1.58-1.90 % 1.99 % Dividend yield 0 % 0 % 0 % Annual forfeiture rate 14.5 % 14.5 % 14.5 % 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 % Stock Option 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. As of December 31, 2016, 50,000 options remained outstanding under the 2000 Plan. Transactions involving stock options awarded under the Plans described above during the years ended December 31, 2016, 2015 and 2014 are summarized as follows: Number of Weighted Weighted Aggregate (In thousands) Outstanding at December 31, 2013 4,340,750 $ 0.90 7.8 $ 56 Granted 495,000 $ 0.31 Expired (2,000 ) $ 5.20 Forfeited (13,000 ) $ 0.67 Outstanding at December 31, 2014 4,820,750 $ 0.84 7.1 $ 223 Granted 1,785,000 $ 0.57 Expired (58,500 ) $ 4.81 Outstanding at December 31, 2015 6,547,250 $ 0.73 7.0 $ 969 Granted 280,000 $ 0.76 Expired (26,600 ) $ 8.24 Forfeited (413,817 ) $ 1.26 Outstanding at December 31, 2016 6,386,833 $ 0.67 6.1 $ 956 Vested and exercisable at December 31, 2016 5,180,157 $ 0.69 5.6 $ 923 Vested and expected to vest at December 31, 2016 6,245,896 $ 0.67 6.1 $ 953 The weighted-average grant date fair value of options granted during the years ended December 31, 2016, 2015 and 2014 and was $0.72, $0.54 and $0.29, respectively. Outside Directors’ Plan. Transactions involving stock options awarded under the Directors Stock Plan during the years ended December 31, 2016, 2015 and 2014 are summarized as follows: Number of Weighted Weighted Aggregate (In thousands) Outstanding at December 31, 2013 21,000 $ 8.97 2.7 Outstanding at December 31, 2014 21,000 $ 8.97 1.4 Outstanding at December 31, 2015 21,000 $ 8.97 0.4 Expired (21,000 ) $ 8.97 Outstanding at December 31, 2016 — $ — — Vested and Exercisable at December 31, 2016 — $ — — $ — Non-Plan Options. |
Collaborative Research Agreemen
Collaborative Research Agreements | 12 Months Ended |
Dec. 31, 2016 | |
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, $14.0 million, and $0.0 million in the years ended December 31, 2016, 2015 and, 2014, respectively. There were no expenses incurred in connection with these agreements in the years ended December 31, 2016, 2015 and 2014. 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”). Emisphere received approximately $32.6 million as of December 31, 2016, and could receive up to an additional $60 million in contingent product development and sales milestone payments under the terms of the GLP-1 License Agreement. Emisphere would also be entitled to receive royalties on sales 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 ® Multiple-Element Arrangements ® ® 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. On October 14, 2015, we amended the GLP-1 License Agreement for a third time to provide for, among other things, a payment of $9.0 million to us from Novo Nordisk as prepayment of a product development milestone that would have otherwise become payable to the Company under the GLP-1 License Agreement and in exchange for a reduction in certain future royalty payments. The $9.0 million payment from Novo Nordisk was received October 26, 2015, and recorded as deferred revenue. On December 31, 2016, we further amended the GLP-1 License Agreement to provide for the direct payment by Novo Nordisk to MHR of 0.5% of net sales for any licensed product subject to the GLP-1 Agreement, which represents the portion of Emisphere’s royalty assigned to MHR in consideration of the debt modifications (see note 7). As of December 31, 2016 and 2015, total deferred revenue from the GLP-1 License Agreement was $32.6 million, comprised of the $9.0 million prepayment received October 26, 2015, the $10.0 million prepayment received April 26, 2013, the $10.0 million non-refundable license fee, $2 million milestone payment and $1.6 million in support services. Expansion License Agreement On October 14, 2015, we also entered into a new Development and License Agreement with Novo Nordisk (the “Expansion License Agreement”) to develop and commercialize oral formulations of four classes of Novo Nordisk’s investigational molecules targeting major metabolic disorders, including diabetes and obesity, using our oral Eligen ® ® ® As of December 31, 2016 and 2015, total deferred revenue from the Expansion License Agreement was $5.0 million, comprised of the non-refundable, non-creditable license fee. 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 ® Multiple-Element Arrangements ® ® As of December 31, 2016 and 2015, 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. 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 ® 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. 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 but subsequently terminated development activities and anticipates no further work on the oral formulation of PTH Program. 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. Total deferred revenue as of December 31, 2016 and 2015 related to Novartis agreements was $13.0 million. |
Defined Contribution Retirement
Defined Contribution Retirement Plan | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016, 2015 and 2014, we made contributions to the Retirement Plan totaling approximately $0.03 million, $0.04 million and $0.04 million, respectively. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016, 2015 and 2014: Year Ended December 31, 2016 2015 2014 (In thousands, except per share amounts) Net loss $ (10,041 ) $ (40,381 ) $ (25,380 ) 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 $ (0.17 ) $ (0.67 ) $ (0.42 ) 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, 2016 2015 2014 Options to purchase common shares 6,386,833 6,547,250 4,820,750 Outstanding warrants and options to purchase warrants 21,997,775 25,008,082 27,443,728 Amended and Restated Convertible notes 42,373,002 37,233,561 32,717,484 Amended and Restated Reimbursement notes 1,671,632 1,510,682 1,365,606 Amended and Restated Bridge notes 4,824,006 4,229,826 3,710,158 77,253,248 74,529,401 70,057,726 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016, future minimum rental payments are as follows: Years Ending December 31, (In thousands) 2017 $ 74 Total $ 74 Rent expense for the years ended December 31, 2016, 2015 and 2014 was $0.1 million, $0.1 million and $0.1 million, respectively. Additional charges under this lease for real estate taxes and common maintenance charges for the years ended December 31, 2016, 2015 and 2014, were $0.3 million, $0.04 million and $0.04 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. 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. As part of the “December 2016 Debt Modification,” MHR irrevocably waived any and all rights to the $.2 million of royalties due them for the year ended December 31, 2015. 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. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value | 16. Fair Value In accordance with FASB ASC 820, Fair Value Measurements and Disclosures December 31, 2016 Level 2 Level 3 Total (in thousands) (in thousands) (in thousands) Derivative instruments $ 7,999 $ 35,195 $ 43,194 December 31, 2015: Level 2 Level 3 Total (in thousands) (in thousands) (in thousands) Derivative instruments $ 12,343 $ 35,623 $ 47,966 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, 2016 and 2015: Year Ended December 31, 2016 2015 Beginning Balance $ 35,623 $ 24,414 Derivative liability of embedded conversion feature of the Bridge Notes 297 377 Derivative liability of embedded conversion feature of the Reimbursement Notes 41 105 Derivative liability of embedded conversion feature of the Convertible Notes 4,027 3,648 Change in fair value (4,793 ) 7,079 Ending Balance $ 35,195 $ 35,623 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. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates. |
Reclassification | Reclassification |
Concentration of Credit Risk | Concentration of Credit Risk. |
Cash, Cash Equivalents, and Investments | Cash, Cash Equivalents, and Investments. |
Trade Accounts Receivable and Allowance for Doubtful Accounts | Trade Accounts Receivable and Allowance for Doubtful Accounts. |
Inventory | Inventory. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets. |
Equipment and Leasehold Improvements | Equipment and Leasehold Improvements. |
Deferred Lease Liability | Deferred Lease Liability. |
Revenue Recognition | Revenue Recognition. Revenue Recognition. Oral Eligen B12™ Rx Product We sell our Oral Eligen B12™ Rx product through drug wholesalers and retail pharmacies. We recognize revenue from prescription product sales, net of sales discounts, chargebacks, and rebates. We 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 36 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 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 2017. 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 ® ® |
Research and Development and Clinical Trial Expenses | Research and Development and Clinical Trial Expenses. 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. |
Stock-Based Employee Compensation | Stock-Based Employee Compensation. |
Advertising Expenses | Advertising Expenses. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments. |
Derivative Instruments | Derivative Instruments. |
Fair Value Measurements | Fair Value Measurements. • 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 |
Future Impact of Recently Issued Accounting Standards | Future Impact of Recently Issued Accounting Standards In April 2015, the FASB issued ASU 2015-03, “Interest — Imputation of Interest” (“ASU 2015-03”), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. ASU 2015-03 is effective for annual and interim periods beginning on or after December 15, 2015. The adoption of ASU 2015-03 did not have a material impact on our financial position, results of operations or cash flows. 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 did not have a material impact on our financial position, results of operations or cash flows. In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory” (“ASU 2015-11”). ASU 2015-11 requires that inventory within the scope of the guidance be measured at the lower of cost and net realizable value. Inventory measured using last-in, first-out and retail inventory method are excluded from this new guidance. This ASU replaces the concept of market with the single measurement of net realizable value and is intended to create efficiencies for preparers and more closely aligns U.S. GAAP with IFRS. This ASU is effective for public business entities in fiscal years beginning after December 15, 2016, including interim periods within those years. Prospective application is required and early adoption is permitted as of the beginning of an interim or annual reporting period. The adoption of ASU 2015-11 is not expected to have a material impact on our financial position, results of operations or cash flows. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), During January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments — Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). The standard addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is not permitted with the exception of certain provisions related to the presentation of other comprehensive income. The adoption of ASU 2016-01 is not expected to have a material impact on our financial position, results of operations or cash flows. During February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”). The standard requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than 12 months on its balance sheet. The update also expands the required quantitative and qualitative disclosures surrounding leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of ASU 2016-02 is not expected to have a material impact on our financial position, results of operations or cash flows due to an insignificant number of leases that the Company has entered into. In March 2016, the FASB issued ASU No. 2016-06, “Contingent Put and Call Option in Debt Instruments” (“ASU 2016-06”). ASU 2016-06 is intended to simplify the analysis of embedded derivatives for debt instruments that contain contingent put or call options. The amendments in ASU 2016-06 clarify that an entity is required to assess the embedded call or put options solely in accordance with the four-step decision sequence. Consequently, when a call (put) option is contingently exercisable, an entity does not have to initially assess whether the event that triggers the ability to exercise a call (put) option is related to interest rates or credit risks. The amendments in ASU 2016-06 take effect for public business entities for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company does not expect the adoption of ASU 2016–01 to have a significant impact on its financial statements. In March 2016, FASB issued ASU No. 2016-09, “Improvements to Employee Share-based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The adoption of ASU 2016-09 is not expected to have a material impact on our financial position, results of operations or cash flows. In August 2016, FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 clarifies the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those years beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of ASU No. 2016-15 to have a material impact on its financial statements. 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 (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Changes in Inventory | Inventory consists of the following: December 31, 2016 2015 (In thousands) Raw Materials $ — $ 558 Finished Goods 67 782 $ 67 $ 1,340 |
Prepaid Expenses and Other Cu25
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Text Block [Abstract] | |
Components of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: December 31, 2016 2015 (In thousands) Prepaid corporate insurance $ 86 $ 93 Deposit on inventory — 184 Prepaid expenses and other current assets 21 804 $ 107 $ 1,081 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Summary of Equipment and Leasehold Improvements, Net | Equipment and leasehold improvements, net, consists of the following: December 31, Useful Lives in Years 2016 2015 (In thousands) Equipment 3-7 $ 9 $ 601 Leasehold improvements Term of lease 27 27 36 628 Less, accumulated depreciation and amortization 36 616 $ — $ 12 |
Accounts Payable and Accrued 27
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following: December 31, 2016 2015 (In thousands) Accounts payable $ 638 $ 1,762 Accrued legal, professional fees and other 202 304 Accrued vacation 29 55 $ 869 $ 2,121 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Notes Payable | Notes payable, net of related discounts, consists of the following: December 31, 2015 (in thousands) Convertible Notes $ 40,699 $ 37,450 Loan Agreement 26,004 22,801 Reimbursement Notes 795 755 Bridge Notes 91 166 67,589 61,172 Less: Current portion — 7,000 Non-current Notes payable, net of related discounts $ 67,589 $ 54,172 |
Carrying Value of MHR Obligations | The carrying value of the MHR Obligations is comprised of the following: December 31, 2016 2015 (in thousands) Amended and Restated Convertible Notes $ 52,966 $ 46,542 Loan Agreement 26,004 22,801 Amended and Restated Reimbursement Notes 836 755 Amended and Restated Bridge Notes 2,412 2,155 Unamortized discounts (14,629 ) (11,041 ) $ 67,589 $ 61,172 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Components of Derivative Instruments | Derivative instruments consist of the following: December 31, 2016 2015 (in thousands) Convertible Notes $ 30,559 $ 30,823 Reimbursement Notes 1,105 1,118 Bridge Notes 3,187 3,130 Amended and Restated August 2009 Warrants 1,412 2,142 Amended and Restated June 2010 MHR Warrants 344 552 Amended and Restated August 2010 Warrants 993 1,507 Amended and Restated August 2010 MHR Waiver Warrants 369 560 Amended and Restated July 2011 Warrants 1,139 1,729 July 2011 Investor Warrants* — 205 Amended and Restated July 2011 MHR Waiver Warrants 301 456 May 2013 MHR Modification Warrants 3,785 5,744 $ 43,194 $ 47,966 |
Warrants [Member] | |
Summary of Assumptions Used in Computing Fair Value | The assumptions used in computing the fair value of the Original Warrants as of December 31, 2016 and 2015, are as follows: December 31, December 31, Closing stock price $ 0.60 $ 0.68 Conversion price $ 0.50 $ 0.50 Expected volatility 103 % 141 % Remaining term (years) 2.52 3.52 Risk-free rate 1.47 % 1.31 % Expected dividend yield 0 % 0 % |
Convertible Notes [Member] | |
Summary of Assumptions Used in Computing Fair Value | The assumptions used in computing the fair values as December 31, 2016 and 2015 are as follows: December 31, December 31, Closing stock price $ 0.60 $ 0.68 Conversion price $ 1.25 $ 1.25 Expected volatility 146 % 143 % Remaining term (years) 5.25 6.25 Risk-free rate 1.95 % 1.95 % 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, 2016 and 2015 are as follows: December 31, December 31, Closing stock price $ 0.60 $ 0.68 Conversion price $ 0.50 $ 0.50 Expected volatility 146 % 143 % Remaining term (years) 5.25 6.25 Risk-free rate 1.95 % 1.95 % 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, 2016 and 2015 are as follows: December 31, December 31, Closing stock price $ 0.60 $ 0.68 Conversion price $ 0.50 $ 0.50 Expected volatility 146 % 143 % Remaining term (years) 5.25 6.25 Risk-free rate 1.95 % 1.95 % 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, 2016 and 2015, are as follows: December 31, December 31, Closing stock price $ 0.60 $ 0.68 Conversion price $ 0.50 $ 0.50 Expected volatility 103 % 136 % Remaining term (years) 2.52 3.52 Risk-free rate 1.33 % 1.42 % 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, 2015, are as follows: December 31, Closing stock price $ 0.68 Conversion price $ 1.09 Expected volatility 88 % Remaining term (years) 0.51 Risk-free rate 0.49 % Expected dividend yield 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, 2016 and 2015, are as follows: December 31, December 31, Closing stock price $ 0.60 $ 0.68 Conversion price $ 0.50 $ 0.50 Expected volatility 103 % 141 % Remaining term (years) 2.52 3.52 Risk-free rate 1.47 % 1.31 % Expected dividend yield 0 % 0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Benefit | The components of our income tax benefit in 2016 and 2015 are as follows: 2016 2015 Current Tax Benefit Federal $ — $ — State — (585 ) — (585 ) Deferred Tax Expense (Benefit) Federal — — State — — — — Total Tax Benefit $ — $ (585 ) |
Schedule of Effective Income Tax Rate Reconciliation | The effective rate differs from the statutory rate of 34% for 2016, 2015 and 2014 primarily due to the following: 2016 2015 2014 Statutory Rate on pre-tax book loss (34.00 %) (34.00 %) (34.00 %) Stock option issuance 0.48 % 0.14 % 0.09 % Sale of NJ NOL’s 0.00 % 1.05 % 2.51 % Disallowed interest 2.63 % 0.10 % 0.51 % Derivatives (30.94 %) 11.72 % 14.75 % Expired net operating losses and credits 0.00 % 0.00 % 2.74 % State Tax benefit of Sale of NJ NOL 0.00 % (1.45 %) (7.37 %) State Tax benefit — other (10.80 %) (3.85 %) (2.82 %) True-ups and adjustments 2.62 % (0.57 %) 0.02 % Change in federal valuation allowance 70.01 % 25.42 % 16.22 % 0.00 % (1.44 %) (7.35 %) |
Schedule of Deferred Tax Assets and Liabilities | Deferred tax assets and valuation allowance: December 31, 2016 2015 (in thousands) Current deferred tax asset: Accrued liabilities $ 97 $ 111 Inventory reserve 225 — Valuation allowance (322 ) (111 ) Net current deferred tax asset — — Non-current deferred tax assets: Fixed and intangible assets 13 11 Net operation loss carry-forwards 124,945 122,205 AMT credit carry-forwards 74 74 Capital loss and charitable carry-forwards 14 13 Research and experimental tax credits 11,021 11,021 Stock compensation 665 586 Deferred revenue 22,213 22,213 Interest 10,866 6,870 Valuation allowance $ (169,811 ) $ (162,993 ) Net non-current deferred tax asset — — |
Stock-Based Compensation Plans
Stock-Based Compensation Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Weighted-Average Assumptions Used for Grants Made Under Stock Option Plans | The following weighted-average assumptions were used for grants made under the stock option plans for the years ended December 31, 2016, 2015 and 2014: 2016 Directors Executives Employees Expected volatility 143.91 % 145.82 % — Expected term 6.8 years 6.8 years — Risk-free interest rate 1.69 % 1.87 % — Dividend yield 0 % 0 % — Annual forfeiture rate 14.5 % 14.5 % — 2015 Directors Executives Employees Expected volatility 147.57-148.95 % 145.87-148.05 % 148.06 % Expected term 6.8 years 6.8 years 6.8 years Risk-free interest rate 1.83-1.93 % 1.58-1.90 % 1.99 % Dividend yield 0 % 0 % 0 % Annual forfeiture rate 14.5 % 14.5 % 14.5 % 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 % |
Summary of Transactions Involving Stock Options Awarded | Transactions involving stock options awarded under the Plans described above during the years ended December 31, 2016, 2015 and 2014 are summarized as follows: Number of Weighted Weighted Aggregate (In thousands) Outstanding at December 31, 2013 4,340,750 $ 0.90 7.8 $ 56 Granted 495,000 $ 0.31 Expired (2,000 ) $ 5.20 Forfeited (13,000 ) $ 0.67 Outstanding at December 31, 2014 4,820,750 $ 0.84 7.1 $ 223 Granted 1,785,000 $ 0.57 Expired (58,500 ) $ 4.81 Outstanding at December 31, 2015 6,547,250 $ 0.73 7.0 $ 969 Granted 280,000 $ 0.76 Expired (26,600 ) $ 8.24 Forfeited (413,817 ) $ 1.26 Outstanding at December 31, 2016 6,386,833 $ 0.67 6.1 $ 956 Vested and exercisable at December 31, 2016 5,180,157 $ 0.69 5.6 $ 923 Vested and expected to vest at December 31, 2016 6,245,896 $ 0.67 6.1 $ 953 |
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, 2016, 2015 and 2014 are summarized as follows: Number of Weighted Weighted Aggregate (In thousands) Outstanding at December 31, 2013 21,000 $ 8.97 2.7 Outstanding at December 31, 2014 21,000 $ 8.97 1.4 Outstanding at December 31, 2015 21,000 $ 8.97 0.4 Expired (21,000 ) $ 8.97 Outstanding at December 31, 2016 — $ — — Vested and Exercisable at December 31, 2016 — $ — — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016, 2015 and 2014: Year Ended December 31, 2016 2015 2014 (In thousands, except per share amounts) Net loss $ (10,041 ) $ (40,381 ) $ (25,380 ) 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 $ (0.17 ) $ (0.67 ) $ (0.42 ) |
Potential Shares of Common Stock Excluded from Diluted Net Income 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, 2016 2015 2014 Options to purchase common shares 6,386,833 6,547,250 4,820,750 Outstanding warrants and options to purchase warrants 21,997,775 25,008,082 27,443,728 Amended and Restated Convertible notes 42,373,002 37,233,561 32,717,484 Amended and Restated Reimbursement notes 1,671,632 1,510,682 1,365,606 Amended and Restated Bridge notes 4,824,006 4,229,826 3,710,158 77,253,248 74,529,401 70,057,726 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Rental Payments | As of December 31, 2016, future minimum rental payments are as follows: Years Ending December 31, (In thousands) 2017 $ 74 Total $ 74 |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Hierarchy for Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | In accordance with FASB ASC 820, Fair Value Measurements and Disclosures December 31, 2016 Level 2 Level 3 Total (in thousands) (in thousands) (in thousands) Derivative instruments $ 7,999 $ 35,195 $ 43,194 December 31, 2015: Level 2 Level 3 Total (in thousands) (in thousands) (in thousands) Derivative instruments $ 12,343 $ 35,623 $ 47,966 |
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, 2016 and 2015: Year Ended December 31, 2016 2015 Beginning Balance $ 35,623 $ 24,414 Derivative liability of embedded conversion feature of the Bridge Notes 297 377 Derivative liability of embedded conversion feature of the Reimbursement Notes 41 105 Derivative liability of embedded conversion feature of the Convertible Notes 4,027 3,648 Change in fair value (4,793 ) 7,079 Ending Balance $ 35,195 $ 35,623 |
Nature of Operations, Risks a35
Nature of Operations, Risks and Uncertainties and Liquidity - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 26, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | |||||
Accumulated deficit | $ (564,561) | $ (554,520) | |||
Net loss from operation | (7,841) | (18,096) | $ (9,305) | ||
Net Loss | (10,041) | (40,381) | (25,380) | ||
Net cash provided (outlays) from operation and capital expenditures | (6,800) | (2,800) | (8,400) | ||
Net cash provided (outlays) include receipts of deferred revenue | (100) | 14,600 | 0 | ||
Stockholder's deficit | (161,408) | (151,918) | (111,950) | $ (86,801) | |
Cash | 6,085 | 12,898 | $ 3,683 | $ 4,053 | |
Company's financial obligations under Reimbursement Notes | 67,589 | 61,172 | |||
Payment received from Novo Nordisk | $ 14,000 | ||||
Percent of extraordinary receipts used to pre-pay certain loans and notes | 50.00% | ||||
Loan Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Company's financial obligations under Loan Agreement | 26,000 | ||||
Company's financial obligations under Reimbursement Notes | 26,004 | $ 22,801 | |||
Expansion License Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Payment received from Novo Nordisk | $ 5,000 | ||||
GLP 1 Development License Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Payment received from Novo Nordisk | $ 9,000 | ||||
Creditor agreement, waiver amount of certain loans and notes | 7,000 | ||||
Second Amended and Restated [Member] | |||||
Debt Instrument [Line Items] | |||||
Company's financial obligations under Convertible Notes | 53,000 | ||||
Company's financial obligations under Bridge Notes | 2,400 | ||||
Second Amended and Restated [Member] | Reimbursement Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Company's financial obligations under Reimbursement Notes | $ 800 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Accounting Policies [Line Items] | |||
Cash equivalents maturity description | Three months or less | ||
Investments | $ 0 | ||
Allowance for doubtful accounts | 6,000 | $ 9,000 | |
Inventory reserve | $ 600,000 | 700,000 | |
Shelf life of product | 36 months | ||
Advertising expense | $ 300,000 | $ 700,000 | $ 0 |
Carrying value and accrued interest on convertible notes | $ 67,600,000 | ||
Minimum [Member] | |||
Schedule Of Accounting Policies [Line Items] | |||
Period of trade accounts receivable considered to be delinquent | 90 days | ||
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 ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 558 | |
Finished Goods | $ 67 | 782 |
Total | $ 67 | $ 1,340 |
Prepaid Expenses and Other Cu38
Prepaid Expenses and Other Current Assets - Components of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid corporate insurance | $ 86 | $ 93 |
Deposit on inventory | 184 | |
Prepaid expenses and other current assets | 21 | 804 |
Total prepaid expenses and other current assets | $ 107 | $ 1,081 |
Fixed Assets - Summary of Equip
Fixed Assets - Summary of Equipment and Leasehold Improvements, Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 36 | $ 628 |
Less: accumulated depreciation and amortization | 36 | 616 |
Equipment and leasehold improvements, net | 12 | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Equipment and leasehold improvements, gross | $ 9 | 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 Infor
Fixed Assets - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property Plant and Equipment Useful Life and Values [Abstract] | |||
Depreciation expense | $ 12 | $ 14 | $ 15 |
Accounts Payable and Accrued 41
Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 638 | $ 1,762 |
Accrued legal, professional fees and other | 202 | 304 |
Accrued vacation | 29 | 55 |
Accounts payable and accrued expenses, total | $ 869 | $ 2,121 |
Notes Payable - Summary of Note
Notes Payable - Summary of Notes Payable (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total | $ 67,589 | $ 61,172 |
Less: Current portion | 7,000 | |
Non-current notes payable, net of related discounts | 67,589 | 54,172 |
Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Non-current notes payable, net of related discounts | 40,699 | 37,450 |
Loan Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Non-current notes payable, net of related discounts | 26,004 | 22,801 |
Reimbursement Notes [Member] | ||
Debt Instrument [Line Items] | ||
Non-current notes payable, net of related discounts | 795 | 755 |
Bridge Notes [Member] | ||
Debt Instrument [Line Items] | ||
Non-current notes payable, net of related discounts | $ 91 | $ 166 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Detail) | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 08, 2016USD ($) | Oct. 26, 2015USD ($) | Aug. 20, 2014USD ($)Borrowing | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | Dec. 31, 2015USD ($) | Jul. 01, 2015USD ($) | Apr. 06, 2015USD ($) | Jan. 06, 2015USD ($) | Nov. 04, 2014USD ($) | Oct. 17, 2012USD ($) | Jun. 08, 2010USD ($) | May 16, 2006$ / shares | Sep. 26, 2005USD ($) |
Class of Warrant or Right [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ 20,000,000 | ||||||||||||||
Number of borrowings | Borrowing | 5 | ||||||||||||||
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 | ||||||||||||||
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 | $ / shares | $ 3.78 | ||||||||||||||
11% Senior secured convertible notes loan agreement, execution date | May 16, 2006 | ||||||||||||||
Restructuring initiation date | Aug. 20, 2014 | ||||||||||||||
Minimum percentage of common stock outstanding to provide continuity to Mutual Nominee on Board | 2.00% | ||||||||||||||
Cash sweep as percentage of Consolidated Free Cash Flow | 75.00% | ||||||||||||||
Cash sweep as percentage of cash proceeds | 50.00% | ||||||||||||||
Net sales percentage on royalty agreement | 0.50% | ||||||||||||||
Minimum cash balance | $ 10,000,000 | $ 10,000,000 | |||||||||||||
Minimum cash balance under certain circumstances | 15,000,000 | 15,000,000 | |||||||||||||
Cash balance | 12,900,000 | 12,900,000 | |||||||||||||
Royalties payable under the Royalty Agreement | 0 | 0 | $ 208,000 | ||||||||||||
Payment received from Novo Nordisk | $ 14,000,000 | ||||||||||||||
Aggregate cash proceeds required to debt modifications | $ 5,000,000 | ||||||||||||||
Direct costs due to debt modifications | 400,000 | ||||||||||||||
Forgiveness of royalty accrual | 200,000 | ||||||||||||||
Convertible Notes [Member] | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Principal amount | $ 53,000,000 | $ 53,000,000 | |||||||||||||
Interest rate | 13.00% | 13.00% | |||||||||||||
Conversion price per share | $ / shares | $ 1.25 | $ 1.25 | |||||||||||||
Maturity date | Mar. 31, 2022 | ||||||||||||||
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% | ||||||||||||||
Shares of common stock | shares | 42,373,002 | ||||||||||||||
Royalty Agreement [Member] | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Royalty agreement date | Aug. 20, 2014 | ||||||||||||||
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% | |||||||||||||
Maximum [Member] | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Additional borrowings capacity | $ 2,000,000 | ||||||||||||||
MHR Promissory Notes [Member] | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Principal amount | $ 600,000 | $ 15,000,000 | |||||||||||||
Interest rate | 11.00% | ||||||||||||||
Additional interest rate as an event of default | 2.00% | ||||||||||||||
Restructuring initiation date | May 7, 2013 | ||||||||||||||
MHR Promissory Notes [Member] | Royalty Agreement [Member] | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Professional fees | $ 300,000 | ||||||||||||||
Loan Agreement [Member] | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Principal amount | $ 26,000,000 | $ 5,000,000 | $ 26,000,000 | $ 5,000,000 | $ 5,000,000 | $ 3,000,000 | |||||||||
Forgivenes of debt | 7,000,000 | ||||||||||||||
Reimbursement Notes [Member] | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Principal amount | $ 800,000 | $ 800,000 | |||||||||||||
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. | ||||||||||||||
Conversion price per share | $ / shares | $ 0.50 | $ 0.50 | |||||||||||||
Restructuring initiation date | Aug. 20, 2014 | ||||||||||||||
Maturity date | Mar. 31, 2022 | ||||||||||||||
Shares of common stock | shares | 1,671,632 | ||||||||||||||
Prepayment of notes and loans | 800,000 | ||||||||||||||
Loans Payable [Member] | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Prepayment of notes and loans | $ 6,200,000 | ||||||||||||||
Bridge Notes [Member] | |||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||
Principal amount | $ 2,400,000 | $ 2,400,000 | $ 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. | ||||||||||||||
Maturity date | Mar. 31, 2022 | ||||||||||||||
Shares of common stock | shares | 4,824,006 | ||||||||||||||
Convertible Notes default description | The Bridge Notes were amended and restated on May 7, 2013 and restated again on August 20, 2014 as described below. | ||||||||||||||
Debt instrument convertible amended conversion price | $ / shares | $ 0.50 |
Notes Payable - Carrying Value
Notes Payable - Carrying Value of MHR Obligations (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Unamortized discounts | $ (14,629) | $ (11,041) |
Non-current notes payable, net of related discounts | 67,589 | 61,172 |
Amended and Restated Convertible Notes [Member] | ||
Debt Instrument [Line Items] | ||
Non-current notes payable, net of related discounts | 52,966 | 46,542 |
Loan Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Non-current notes payable, net of related discounts | 26,004 | 22,801 |
Amended and Restated Reimbursement Notes [Member] | ||
Debt Instrument [Line Items] | ||
Non-current notes payable, net of related discounts | 836 | 755 |
Amended and Restated Bridge Notes [Member] | ||
Debt Instrument [Line Items] | ||
Non-current notes payable, net of related discounts | $ 2,412 | $ 2,155 |
Derivative Instruments - Compon
Derivative Instruments - Components of Derivative Instruments (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative [Line Items] | ||
Derivative instruments | $ 43,194 | $ 47,966 |
Convertible Notes [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 30,559 | 30,823 |
Reimbursement Notes [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 1,105 | 1,118 |
Bridge Notes [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 3,187 | 3,130 |
Amended and Restated August 2009 Warrants [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 1,412 | 2,142 |
Amended and Restated June 2010 MHR Warrants [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 344 | 552 |
August 2010 Investor Warrants [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 993 | 1,507 |
Amended and Restated August 2010 MHR Waiver Warrants [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 369 | 560 |
Amended and Restated July 2011 Warrants [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 1,139 | 1,729 |
July 2011 Investor Warrants [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 205 | |
Amended and Restated July 2011 MHR Waiver Warrants [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 301 | 456 |
May 2013 MHR Modification Warrants [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | $ 3,785 | $ 5,744 |
Derivative Instruments - Additi
Derivative Instruments - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | 8 Months Ended | 12 Months Ended | |||
Jul. 06, 2016 | Aug. 26, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 12, 2011 | |
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) | $ (2,200) | $ 3,800 | $ 1,000 | |||
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 | |||||
Fair value of embedded conversion feature increased/(decreased) | (4,300) | 5,700 | 8,900 | |||
Amended and Restated June 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) | 300 | 32 | |||
Reduced exercise price of warrants | $ 0.50 | |||||
Warrants expiry date | Jul. 8, 2019 | |||||
2013 Restructuring Warrants [Member] | ||||||
Schedule Of Loans And Allowance For Loan By Class Individually And Collectively Evaluated For Impairment [Line Items] | ||||||
Fair value of warrants decreased | $ 2,000 | |||||
Number of warrants sold to MHR | 10,000 | |||||
Fair value of warrants increased | 3,300 | 900 | ||||
August 2010 Investor Warrants [Member] | ||||||
Schedule Of Loans And Allowance For Loan By Class Individually And Collectively Evaluated For Impairment [Line Items] | ||||||
Warrants expiry date | Aug. 26, 2015 | |||||
Number of warrants issued | 2,600 | |||||
Number of warrants exercised by unrelated investors | 200 | |||||
Fair value of warrants decreased | $ 29 | |||||
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) | $ (200) | 800 | 700 | |||
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) | $ 100 | 300 | 700 | |||
July 2011 Investor Warrants [Member] | ||||||
Schedule Of Loans And Allowance For Loan By Class Individually And Collectively Evaluated For Impairment [Line Items] | ||||||
Warrants expiry date | Jul. 6, 2016 | |||||
Fair value of warrants decreased | $ 200 | $ 5 | $ 200 | |||
Number of warrants sold to MHR | 3,010 | |||||
Exercise price of warrants issued | $ 1.09 |
Derivative Instruments - Summar
Derivative Instruments - Summary of Assumptions Used in Computing Fair Value (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Warrants [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value assumption stock price | $ 0.60 | $ 0.68 |
Fair value assumption conversion price | $ 0.50 | $ 0.50 |
Expected volatility rate | 103.00% | 141.00% |
Remaining term of expected volatility | 2 years 6 months 7 days | 3 years 6 months 7 days |
Risk-free interest rate | 1.47% | 1.31% |
Expected dividend yield | 0.00% | 0.00% |
Convertible Notes [Member] | ||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ||
Fair value assumption stock price | $ 0.60 | $ 0.68 |
Fair value assumption conversion price | $ 1.25 | $ 1.25 |
Expected volatility rate | 146.00% | 143.00% |
Remaining term of expected volatility | 5 years 3 months | 6 years 3 months |
Risk-free interest rate | 1.95% | 1.95% |
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 | $ 0.60 | $ 0.68 |
Fair value assumption conversion price | $ 0.50 | $ 0.50 |
Expected volatility rate | 146.00% | 143.00% |
Remaining term of expected volatility | 5 years 3 months | 6 years 3 months |
Risk-free interest rate | 1.95% | 1.95% |
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 | $ 0.60 | $ 0.68 |
Fair value assumption conversion price | $ 0.50 | $ 0.50 |
Expected volatility rate | 146.00% | 143.00% |
Remaining term of expected volatility | 5 years 3 months | 6 years 3 months |
Risk-free interest rate | 1.95% | 1.95% |
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 | $ 0.60 | $ 0.68 |
Fair value assumption conversion price | $ 0.50 | $ 0.50 |
Expected volatility rate | 103.00% | 136.00% |
Remaining term of expected volatility | 2 years 6 months 7 days | 3 years 6 months 7 days |
Risk-free interest rate | 1.33% | 1.42% |
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 | $ 0.60 | $ 0.68 |
Fair value assumption conversion price | $ 0.50 | $ 0.50 |
Expected volatility rate | 103.00% | 141.00% |
Remaining term of expected volatility | 2 years 6 months 7 days | 3 years 6 months 7 days |
Risk-free interest rate | 1.47% | 1.31% |
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 | $ 0.68 | |
Fair value assumption conversion price | $ 1.09 | |
Expected volatility rate | 88.00% | |
Remaining term of expected volatility | 6 months 4 days | |
Risk-free interest rate | 0.49% | |
Expected dividend yield | 0.00% |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Benefit (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current Tax Benefit | |||
Federal | $ 0 | $ 0 | |
State | (585) | ||
Total Current Tax Benefit | (585) | ||
Deferred Tax Expense (Benefit) | |||
Federal | 0 | 0 | |
State | 0 | 0 | |
Total Deferred Tax Expense (Benefit) | $ 0 | 0 | |
Total Tax Benefit | $ (585) | $ (2,019) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
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 | $ 366 | ||
NOL carry-forwards starting date | 2,018 | ||
NOL carry-forwards Ending date | 2,036 | ||
State and Local Jurisdiction [Member] | New York [Member] | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | $ 306 | ||
NOL carry-forwards starting date | 2,018 | ||
NOL carry-forwards Ending date | 2,036 | ||
State and Local Jurisdiction [Member] | New Jersey [Member] | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | $ 10 | ||
NOL carry-forwards starting date | 2,020 | ||
NOL carry-forwards Ending date | 2,023 | ||
Research [Member] | |||
Income Tax [Line Items] | |||
NOL carry-forwards starting date | 2,018 | ||
NOL carry-forwards Ending date | 2,032 | ||
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 Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Statutory Rate on pre-tax book loss | (34.00%) | (34.00%) | (34.00%) |
Stock option issuance | 0.48% | 0.14% | 0.09% |
Sale of NJ NOL's | 0.00% | 1.05% | 2.51% |
Disallowed interest | 2.63% | 0.10% | 0.51% |
Derivatives | (30.94%) | 11.72% | 14.75% |
Expired net operating losses and credits | 0.00% | 0.00% | 2.74% |
State Tax benefit of Sale of NJ NOL | (0.00%) | (1.45%) | (7.37%) |
State Tax benefit - other | (10.80%) | (3.85%) | (2.82%) |
True-ups and adjustments | 2.62% | (0.57%) | 0.02% |
Change in federal valuation allowance | 70.01% | 25.42% | 16.22% |
Total | 0.00% | (1.44%) | (7.35%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current deferred tax asset: | ||
Accrued liabilities | $ 97 | $ 111 |
Inventory reserve | 225 | |
Valuation allowance | (322) | (111) |
Net current deferred tax asset | 0 | 0 |
Non-current deferred tax assets: | ||
Fixed and intangible assets | 13 | 11 |
Net operation loss carry-forwards | 124,945 | 122,205 |
AMT credit carry-forwards | 74 | 74 |
Capital loss and charitable carry-forwards | 14 | 13 |
Research and experimental tax credits | 11,021 | 11,021 |
Stock compensation | 665 | 586 |
Deferred revenue | 22,213 | 22,213 |
Interest | 10,866 | 6,870 |
Valuation allowance | (169,811) | (162,993) |
Net non-current deferred tax asset | $ 0 | $ 0 |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Detail) - shares | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 05, 2014 |
Equity [Abstract] | |||
Preferred stock, shares authorized | 4,000,000 | 4,000,000 | |
Preferred stock, shares outstanding | 0 | 0 | |
Authorized shares of common stock, Before Amendment | 200,000,000 | ||
Authorized shares of common stock, After Amendment | 400,000,000 | 400,000,000 | 400,000,000 |
Number of authorized shares of preferred stock, Before Amendment | 2,000,000 |
Stock-Based Compensation Plan53
Stock-Based Compensation Plans - Additional Information (Detail) - USD ($) | May 25, 2016 | Jan. 14, 2016 | Oct. 15, 2015 | Sep. 14, 2015 | May 20, 2015 | Mar. 06, 2015 | Mar. 03, 2015 | Jan. 14, 2015 | Apr. 20, 2007 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Total compensation expense for share-based payment awards | $ 300,000 | $ 400,000 | $ 200,000 | |||||||||
Total unrecognized estimated compensation expense related to non-vested stock options granted | $ 400,000 | |||||||||||
Stock plan expected to be recognized over a weighted-average period | 1 year 6 months 11 days | |||||||||||
Exercise of options, Shares/Options exercised | 0 | 0 | ||||||||||
Tax benefit | $ 0 | |||||||||||
Number of Shares, Granted/Total options granted | 280,000 | 1,785,000 | 495,000 | |||||||||
Previously issued options to outside directors | 0.00% | |||||||||||
Approval date of 2007 Stock Award and Incentive Plan | Apr. 20, 2007 | |||||||||||
Issuance of aggregate shares | 9,259,476 | |||||||||||
New shares issued under the plan | 7,500,000 | |||||||||||
Shares transferred from 2000 Stock Option Plan | 1,358,406 | |||||||||||
Shares transferred to 2007 plan from Directors Stock Plan | 401,070 | |||||||||||
Shares available for future issuance | 2,896,683 | |||||||||||
Rate at option vested | 20.00% | |||||||||||
Weighted-average grant date fair value of options granted | $ 0.72 | $ 0.54 | $ 0.29 | |||||||||
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 | 0.05% | |||||||||||
Maximum shares of common stock available for issuance | 725,000 | |||||||||||
Expiry of Directors Stock Plan | Jan. 29, 2007 | |||||||||||
Black Scholes Option Pricing Model [Member] | May 25, 2016 [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of Shares, Granted/Total options granted | 240,000 | |||||||||||
Michael Garone [Member] | Black Scholes Option Pricing Model [Member] | January 14, 2015 [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of Shares, Granted/Total options granted | 40,000 | |||||||||||
Options valued on the grant date | $ 0.34 | |||||||||||
Michael Garone [Member] | Black Scholes Option Pricing Model [Member] | March 3, 2015 [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of Shares, Granted/Total options granted | 40,000 | |||||||||||
Options valued on the grant date | $ 0.55 | |||||||||||
Michael Garone [Member] | Black Scholes Option Pricing Model [Member] | January 14, 2016 [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of Shares, Granted/Total options granted | 40,000 | |||||||||||
Options valued on the grant date | $ 0.61 | |||||||||||
Incremental fair value expensed | $ 7,000 | |||||||||||
Timothy Rothwell [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of Shares, Granted/Total options granted | 175,000 | |||||||||||
Timothy Rothwell [Member] | Black Scholes Option Pricing Model [Member] | September 14, 2015 [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of Shares, Granted/Total options granted | 175,000 | |||||||||||
Options valued on the grant date | $ 0.60 | |||||||||||
Outside Directors [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of Shares, Granted/Total options granted | 75,000 | |||||||||||
Outside Directors [Member] | May 20, 2015 [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of Shares, Granted/Total options granted | 40,000 | |||||||||||
Outside Directors [Member] | Black Scholes Option Pricing Model [Member] | May 20, 2015 [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Options valued on the grant date | $ 0.50 | |||||||||||
Outside Directors [Member] | Black Scholes Option Pricing Model [Member] | May 25, 2016 [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of Shares, Granted/Total options granted | 40,000 | |||||||||||
Options valued on the grant date | $ 0.73 | |||||||||||
President [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of Shares, Granted/Total options granted | 300,000 | |||||||||||
Chief Executive Officer [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of Shares, Granted/Total options granted | 150,000 | |||||||||||
Non Executive Employees and Consultants [Member] | Black Scholes Option Pricing Model [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of Shares, Granted/Total options granted | 250,000 | |||||||||||
Options valued on the grant date | $ 0.59 | |||||||||||
Carl Sailer, Vice President, Sales and Marketing [Member] | Black Scholes Option Pricing Model [Member] | October 15, 2015 [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of Shares, Granted/Total options granted | 40,000 | |||||||||||
Options valued on the grant date | $ 0.59 | |||||||||||
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 |
Stock-Based Compensation Plan54
Stock-Based Compensation Plans - Schedule of Weighted-Average Assumptions Used for Grants Made Under Stock Option Plans (Detail) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Directors [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Expected volatility, Minimum | 147.57% | 143.09% | |
Expected volatility, Maximum | 148.95% | 145.11% | |
Expected volatility | 143.91% | ||
Expected term | 6 years 9 months 18 days | 6 years 9 months 18 days | 6 years 9 months 18 days |
Risk-free interest rate, Minimum | 1.83% | 1.97% | |
Risk-free interest rate, Maximum | 1.93% | 2.20% | |
Risk-free interest rate | 1.69% | ||
Dividend yield | 0.00% | 0.00% | 0.00% |
Annual forfeiture rate | 14.50% | 14.50% | 14.50% |
Executives [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Expected volatility, Minimum | 145.87% | ||
Expected volatility, Maximum | 148.05% | ||
Expected volatility | 145.82% | 142.69% | |
Expected term | 6 years 9 months 18 days | 6 years 9 months 18 days | 6 years 9 months 18 days |
Risk-free interest rate, Minimum | 1.58% | ||
Risk-free interest rate, Maximum | 1.90% | ||
Risk-free interest rate | 1.87% | 2.22% | |
Dividend yield | 0.00% | 0.00% | 0.00% |
Annual forfeiture rate | 14.50% | 14.50% | 14.50% |
Employees [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||
Expected volatility | 148.06% | 145.03% | |
Expected term | 6 years 9 months 18 days | 6 years 9 months 18 days | |
Risk-free interest rate | 1.99% | 1.75% | |
Dividend yield | 0.00% | 0.00% | |
Annual forfeiture rate | 14.50% | 14.50% |
Stock-Based Compensation Plan55
Stock-Based Compensation Plans - Summary of Transactions Involving Stock Options Awarded (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Outstanding, Beginning Balance | 6,547,250 | 4,820,750 | 4,340,750 | |
Number of Shares, Granted | 280,000 | 1,785,000 | 495,000 | |
Number of Shares, Expired | (26,600) | (58,500) | (2,000) | |
Number of Shares, Forfeited | (413,817) | (13,000) | ||
Number of Shares Outstanding, Ending Balance | 6,386,833 | 6,547,250 | 4,820,750 | 4,340,750 |
Weighted Average Exercise Price, Beginning Balance | $ 0.73 | $ 0.84 | $ 0.90 | |
Stock options vested and exercisable | 5,180,157 | |||
Weighted Average Exercise Price, Granted | $ 0.76 | 0.57 | 0.31 | |
Number of stock options vested and expected to vest | 6,245,896 | |||
Weighted Average Exercise price, Expired | $ 8.24 | 4.81 | 5.20 | |
Weighted Average Exercise Price, Forfeited | 1.26 | 0.67 | ||
Weighted Average Exercise Price, Ending Balance | 0.67 | $ 0.73 | $ 0.84 | $ 0.90 |
Stock options vested and exercisable, Weighted Average Exercise Price | 0.69 | |||
Stock options vested and expected to vest, Weighted Average Exercise Price | $ 0.67 | |||
Weighted Average Remaining Contractual Term in Years | 6 years 1 month 6 days | 7 years | 7 years 1 month 6 days | 7 years 9 months 18 days |
Stock options vested and exercisable, Weighted Average Remaining Contractual Term in Years | 5 years 7 months 6 days | |||
Stock options vested and expected to vest, Weighted Average Remaining Contractual Term in Years | 6 years 1 month 6 days | |||
Options Outstanding, Aggregate Intrinsic Value | $ 956 | $ 969 | $ 223 | $ 56 |
Stock options vested and exercisable, Aggregate Intrinsic Value | 923 | |||
Stock options vested and expected to vest, Aggregate Intrinsic Value | $ 953 | |||
Director Stock Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares Outstanding, Beginning Balance | 21,000 | 21,000 | 21,000 | |
Number of Shares, Expired | (21,000) | |||
Number of Shares Outstanding, Ending Balance | 21,000 | 21,000 | ||
Weighted Average Exercise Price, Beginning Balance | $ 8.97 | $ 8.97 | $ 8.97 | |
Weighted Average Exercise price, Expired | $ 8.97 | |||
Weighted Average Exercise Price, Ending Balance | $ 8.97 | $ 8.97 | ||
Weighted Average Remaining Contractual Term in Years | 4 months 24 days | 1 year 4 months 24 days | 2 years 8 months 12 days |
Collaborative Research Agreem56
Collaborative Research Agreements - Additional Information (Detail) - USD ($) | Oct. 14, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2010 | Oct. 26, 2015 | May 06, 2013 |
Indefinite-lived Intangible Assets [Line Items] | |||||||
Milestone and upfront payments to agreements | $ 0 | $ 14,000,000 | $ 0 | ||||
Expenses in research and development | 0 | 0 | $ 0 | ||||
Deferred revenue | 55,616,000 | 55,616,000 | |||||
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 | |||||
Deferred revenue | 32,600,000 | 32,600,000 | $ 10,000,000 | ||||
Sales and development excess amount | 60,000,000 | ||||||
Payment released to Emisphere by milestone | 2,000,000 | ||||||
Initial upfront payment | 10,000,000 | ||||||
Non-refundable license fee | 10,000,000 | 10,000,000 | |||||
Payment in support services | $ 1,600,000 | 1,600,000 | |||||
GLP-1 License Agreement [Member] | Novo Nordisk [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Deferred revenue | $ 9,000,000 | ||||||
Percentage of net sales | 0.50% | ||||||
Expansion License Agreement [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
License agreement termination period | 90 days | ||||||
Expansion License Agreement [Member] | Up-front Payment Arrangement [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Milestone and upfront payments to agreements | $ 5,000,000 | ||||||
Expansion License Agreement [Member] | Development and Sales of Exclusively Licensed Molecule Class[Member] | Maximum [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Milestone and upfront payments to agreements | 62,500,000 | ||||||
Expansion License Agreement [Member] | Development of Non Exclusively Licensed Molecule Class [Member] | Maximum [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Milestone and upfront payments to agreements | 20,000,000 | ||||||
Expansion License Agreement [Member] | Development and Sales of Additional Exclusively Licensed Molecule Class [Member] | Maximum [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Milestone and upfront payments to agreements | 62,500,000 | ||||||
Expansion License Agreement [Member] | Development of Additional Non Exclusively Licensed Molecule Class [Member] | Maximum [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Milestone and upfront payments to agreements | $ 20,000,000 | ||||||
Expansion License Agreement [Member] | Novo Nordisk [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Deferred revenue | $ 5,000,000 | 5,000,000 | |||||
Insulins License Agreement [Member] | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Deferred revenue | $ 5,000,000 | $ 5,000,000 | |||||
Sales and development excess amount | $ 57,500,000 | ||||||
Initial upfront payment | 5,000,000 | ||||||
Non-refundable license fee | $ 5,000,000 |
Defined Contribution Retireme57
Defined Contribution Retirement Plan - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Sale Of Subsidiary [Abstract] | |||
Contributions to the Retirement Plan | $ 30 | $ 40 | $ 40 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||
Net Loss | $ (10,041) | $ (40,381) | $ (25,380) |
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 | $ (0.17) | $ (0.67) | $ (0.42) |
Net Loss Per Share - Potential
Net Loss Per Share - Potential Shares of Common Stock Excluded from Diluted Net Income Per Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Impairment Effects on Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of Earnings per share amount | 77,253,248 | 74,529,401 | 70,057,726 |
Options to Purchase Common Shares [Member] | |||
Impairment Effects on Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of Earnings per share amount | 6,386,833 | 6,547,250 | 4,820,750 |
Warrants [Member] | |||
Impairment Effects on Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of Earnings per share amount | 21,997,775 | 25,008,082 | 27,443,728 |
Amended and Restated Convertible Notes [Member] | |||
Impairment Effects on Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of Earnings per share amount | 42,373,002 | 37,233,561 | 32,717,484 |
Amended and Restated Reimbursement Notes [Member] | |||
Impairment Effects on Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of Earnings per share amount | 1,671,632 | 1,510,682 | 1,365,606 |
Bridge Notes [Member] | |||
Impairment Effects on Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from computation of Earnings per share amount | 4,824,006 | 4,229,826 | 3,710,158 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 08, 2016 | |
Operating Leases Future Minimum Payment Due [Line Items] | ||||
Operating lease expiration period | 2,017 | |||
Rent expense | $ 100,000 | $ 100,000 | $ 100,000 | |
Additional charges under lease for real estate taxes and common maintenance charges | 300,000 | $ 40,000 | $ 40,000 | |
Liabilities recorded for indemnification provisions | $ 0 | |||
Net sales percentage on royalty agreement | 0.50% | |||
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. | |||
Royalty Agreement [Member] | MHR [Member] | ||||
Operating Leases Future Minimum Payment Due [Line Items] | ||||
Royalties payable under the Royalty Agreement written off | $ 200,000 |
Commitments and Contingencies61
Commitments and Contingencies - Future Minimum Rental Payments (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 74 |
Total | $ 74 |
Fair Value - Fair Value Hierarc
Fair Value - Fair Value Hierarchy for Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative [Line Items] | ||
Derivative instruments | $ 43,194 | $ 47,966 |
Level 2 [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | 7,999 | 12,343 |
Level 3 [Member] | ||
Derivative [Line Items] | ||
Derivative instruments | $ 35,195 | $ 35,623 |
Fair Value - Schedule of Change
Fair Value - Schedule of Changes in Fair Value of Level 3 Financial Instruments (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liability of embedded conversion feature | $ 35,623 | $ 24,414 |
Beginning Balance | 35,623 | 24,414 |
Change in fair value | (4,793) | 7,079 |
Ending Balance | 35,195 | 35,623 |
Bridge Notes [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liability of embedded conversion feature | 377 | 377 |
Beginning Balance | 377 | |
Ending Balance | 297 | 377 |
Reimbursement Notes [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liability of embedded conversion feature | 105 | 105 |
Beginning Balance | 105 | |
Ending Balance | 41 | 105 |
Convertible Notes [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Derivative liability of embedded conversion feature | 3,648 | 3,648 |
Beginning Balance | 3,648 | |
Ending Balance | $ 4,027 | $ 3,648 |