Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 10, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | DELCATH SYSTEMS, INC. | |
Entity Central Index Key | 872,912 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 2,197,431 | |
Document Fiscal Year Focus | 2,016 | |
Trading Symbol | DCTH | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Current assets | |||
Cash and cash equivalents | $ 3,689 | $ 12,607 | |
Restricted cash | 23,737 | 0 | |
Accounts receivables, net | 342 | 277 | |
Inventories | 600 | 757 | |
Prepaid expenses and other current assets | 310 | 960 | |
Deferred financing costs | 489 | 0 | |
Total current assets | 29,167 | 14,601 | |
Restricted cash, net of current portion | 6,550 | 0 | |
Deferred financing costs, net of current portion | 122 | 0 | |
Property, plant and equipment, net | 1,141 | 1,132 | |
Total assets | 36,980 | 15,733 | |
Current liabilities | |||
Accounts payable | 182 | 284 | |
Accrued expenses | 2,701 | 2,243 | |
Warrant liability | 22,502 | 3,785 | |
Total current liabilities | 25,385 | 6,312 | |
Convertible notes payable, net of debt discount | 6,413 | 0 | |
Deferred Revenue | 31 | 0 | |
Other non-current liabilities | 665 | 820 | |
Total liabilities | 32,494 | 7,132 | |
Commitments and Contingencies | |||
Stockholders' equity | |||
Preferred stock, $.01 par value; 10,000,000 shares authorized; no shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 0 | 0 | |
Common stock, $.01 par value; 500,000,000 shares authorized; 1,541,043 and 1,396,348 shares issued and 1,521,933 and 1,360,239 shares outstanding at September 30, 2016 and December 31, 2015, respectively | [1] | 15 | 14 |
Additional paid-in capital | 275,245 | 269,863 | |
Accumulated deficit | (270,703) | (261,217) | |
Treasury stock, at cost; 110 shares at September 30, 2016 and December 31, 2015, respectively | [1] | (51) | (51) |
Accumulated other comprehensive income | (20) | (8) | |
Total stockholders' equity | 4,486 | 8,601 | |
Total liabilities and stockholders' equity | $ 36,980 | $ 15,733 | |
[1] | reflects a one-for-sixteen (1:16) reverse stock split effected on July 21, 2016 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) | Sep. 30, 2016$ / sharesshares | Dec. 31, 2015$ / sharesshares |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 1,541,043 | 1,396,348 |
Common stock, shares outstanding (in shares) | 1,521,933 | 1,360,239 |
Treasury stock, at cost (in shares) | 110 | 110 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Income Statement [Abstract] | |||||
Revenue | $ 435 | $ 399 | $ 1,316 | $ 1,308 | |
Cost of goods sold | 112 | 90 | 373 | 360 | |
Gross profit | 323 | 309 | 943 | 948 | |
Operating expenses: | |||||
Selling, general and administrative | 2,361 | 2,276 | 7,025 | 7,818 | |
Research and development | 2,686 | 1,683 | 5,975 | 4,112 | |
Total operating expenses | 5,047 | 3,959 | 13,000 | 11,930 | |
Operating loss | (4,724) | (3,650) | (12,057) | (10,982) | |
Change in fair value of the warrant liability, net | 8,680 | 1,253 | 9,171 | 1,414 | |
Interest income (expense) | (4,963) | (14) | (6,584) | (39) | |
Other income (expense) | 2 | (11) | (15) | (4) | |
Net loss | (1,005) | (2,422) | (9,485) | (9,611) | |
Other comprehensive income (loss): | |||||
Foreign currency translation adjustments | (2) | (4) | (12) | (12) | |
Comprehensive loss | $ (1,007) | $ (2,426) | $ (9,497) | $ (9,623) | |
Common share data: | |||||
Basic and diluted loss per common share | [1] | $ (0.66) | $ (1.96) | $ (6.38) | $ (10.75) |
Weighted average number of basic and diluted common shares outstanding | [1] | 1,521,927 | 1,233,086 | 1,486,986 | 893,819 |
[1] | reflects a one-for-sixteen (1:16) reverse stock split effected on July 21, 2016 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (Parenthetical) | Jul. 21, 2016 |
Income Statement [Abstract] | |
Reverse stock split ratio | 0.0625 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (9,485) | $ (9,611) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock option compensation expense | 138 | 255 |
Restricted stock compensation expense | 228 | 189 |
Depreciation expense | 232 | 504 |
Loss on disposal of equipment | 1 | 2 |
Warrant liability fair value adjustment | (9,171) | (1,414) |
Non-cash interest income | (1) | (1) |
Deferred revenue | 31 | 0 |
Debt discount and deferred finance costs amortization | 6,567 | 0 |
Changes in assets and liabilities: | ||
Decrease in prepaid expenses and other assets | 610 | 306 |
Increase in accounts receivable | (94) | (135) |
Decrease (increase) in inventories | 190 | (62) |
Increase (decrease) in accounts payable and accrued expenses | 312 | (2,056) |
Decrease in other non-current liabilities | (155) | (165) |
Net cash used in operating activities | (10,597) | (12,188) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (245) | (129) |
Increase in restricted cash | (1,087) | 0 |
Proceeds from sales of property, plant and equipment | 0 | 2 |
Net cash used in investing activities | (1,332) | (127) |
Cash flows from financing activities: | ||
Increase in restricted cash | (29,200) | 0 |
Net proceeds from convertible debt financing | 31,436 | 0 |
Net proceeds from sale of stock and exercise of warrants | 704 | 8,674 |
Net cash provided by financing activities | 2,940 | 8,674 |
Foreign currency effects on cash and cash equivalents | 71 | (162) |
Net decrease in cash and cash equivalents | (8,918) | (3,803) |
Cash and cash equivalents: | ||
Beginning of period | 12,607 | 20,469 |
End of period | 3,689 | 16,666 |
Supplemental non-cash activities: | ||
Fair value of warrants issued | 28,133 | 4,247 |
Fair value of warrants exercised | $ 245 | $ 123 |
General
General | 9 Months Ended |
Sep. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
General | (1) General The interim condensed consolidated financial statements of Delcath Systems, Inc. (“Delcath” or the “Company”) as of and for the three months and nine months ended September 30, 2016 and 2015 should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (“Annual Report”), which has been filed with the Securities Exchange Commission (“SEC”) and can also be found on the Company’s website (www.delcath.com). In these notes the terms “us”, “we” or “our” refer to Delcath and its consolidated subsidiaries. On July 19, 2016, shareholders of the Company approved, through a shareholder vote, an amendment to the Company’s Amended and Restated Certificate of Incorporation authorizing the Board of Directors to effect a reverse stock split of Delcath’s common stock at a ratio within a range of one-for-ten (1:10) to one-for-twenty (1:20). The reverse stock split became effective on July 21, 2016 at which time Delcath’s common stock began trading on the NASDAQ Stock Exchange on a one-for-sixteen (1:16) split-adjusted basis. All owners of record as of the open of the NASDAQ market on July 21, 2016 received one issued and outstanding share of Delcath common stock in exchange for sixteen issued and outstanding shares of Delcath common stock. No fractional shares were issued in connection with the reverse stock split. All fractional shares created by the one-for-sixteen exchange were rounded up to the next whole share. All current and prior period amounts related to shares, share prices and earnings per share, presented in these condensed consolidated financial statements and the accompanying Notes, have been restated to give retrospective presentation for the reverse stock split. Description of Business Delcath Systems, Inc. is an interventional oncology Company focused on the treatment of primary and metastatic liver cancers. Our investigational product—Melphalan Hydrochloride for Injection for use with the Delcath Hepatic Delivery System (Melphalan/HDS) —is designed to administer high-dose chemotherapy to the liver while controlling systemic exposure and associated side effects. In Europe, our system is in early-stage commercial development under the trade name Delcath Hepatic CHEMOSAT® Delivery System for Melphalan (CHEMOSAT®), where it has been used at major medical centers to treat a wide range of cancers of the liver. Our primary research focus is on ocular melanoma liver metastases (mOM), intrahepatic cholangiocarcinoma (ICC), hepatocellular carcinoma (HCC or primary liver), and certain other cancers that are metastatic to the liver. We believe the disease states we are investigating represent a multi-billion dollar global market opportunity and a clear unmet medical need. Our clinical development program (CDP) for CHEMOSAT/Melphalan/HDS is comprised of: The FOCUS Clinical Trial for Patients with Hepatic Dominant Ocular Melanoma, a Global Phase 3 clinical trial that is investigating overall survival in mOM, and a Global Phase 2 clinical trial program investigating Melphalan/HDS with and without sorafenib in HCC and Melphalan/HDS in ICC. Our CDP also includes a commercial registry for CHEMOSAT non-clinical commercial cases performed in Europe and sponsorship of select investigator initiated trials (IITs) in HCC and colorectal cancer liver metastases (mCRC).. Liquidity and Operating Matters The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and has an accumulated deficit of $270.7 $1.0 $10.6 The Company’s existence is dependent upon management’s ability to obtain additional funding sources or to enter into strategic alliances. There can be no assurance that the Company’s efforts will result in the resolution of the Company’s liquidity needs. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern. The Company has incurred losses since inception. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales. As a result of issuing $35.0 million in senior secured convertible notes in June 2016, management believes that its capital resources are adequate to fund operations through the end of 2017. To the extent additional capital is not available when needed, the Company may be forced to abandon some or all of its development and commercialization efforts, which would have a material adverse effect on the prospects of the business. Operations of the Company are subject to certain risks and uncertainties, including, among others, uncertainties and risks related to clinical research, product development; regulatory approvals; technology; patents and proprietary rights; comprehensive government regulations; limited commercial manufacturing; marketing and sales experience; and dependence on key personnel. Basis of Presentation These interim condensed consolidated financial statements are unaudited and were prepared by the Company in accordance with generally accepted accounting principles in the United States of America (GAAP) and with the SEC’s instructions to Form 10-Q and Article 10 of Regulation S-X. They include the accounts of all entities controlled by Delcath and all significant inter-company accounts and transactions have been eliminated in consolidation. The preparation of interim financial statements requires management to make assumptions and estimates that impact the amounts reported. These interim condensed consolidated financial statements, in the opinion of management, reflect all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the Company’s results of operations, financial position and cash flows for the interim periods ended September 30, 2016 and 2015; however, certain information and footnote disclosures normally included in our Annual Report have been condensed or omitted as permitted by GAAP. It is important to note that the Company’s results of operations and cash flows for interim periods are not necessarily indicative of the results of operations and cash flows to be expected for a full fiscal year or any interim period. Significant Accounting Policies A description of our significant accounting policies has been provided in Note 3 Summary of Significant Accounting Policies Deferred Revenue Deferred revenue on the accompanying condensed consolidated balance sheets includes payment received for product sales to a distributor. When obligations or contingencies remain after the products are shipped, such as training and certifying the treatment centers, revenue is deferred until the obligations or contingencies are satisfied. The Company will recognize the revenue related to product sales when its obligations under the agreement have been satisfied. Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded as restricted cash on the accompanying condensed consolidated balance sheets. On June 13, 2016, the Company issued $35.0 million in senior secured convertible notes and received $32.2 million in cash proceeds. Under the terms of the notes, at closing, an initial tranche of $3.0 million was available for immediate use by the Company for general corporate purposes. The remaining cash proceeds of $29.2 million will be available in a tranche of $3.0 million on December 31, 2016 (‘First Release Date”) and the remainder of $26.2 million in four equal tranches to be released quarterly, beginning in January 2017 (“Subsequent Release Dates”), pursuant to an account control agreement whereby the restrictions on the proceeds are terminated when the Company meets certain equity conditions. The terms of the Notes are discussed in more detail in Note 7 of the Company’s interim condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q. The cash is deposited in an account that is not FDIC insured. Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) that updates the principles for recognizing revenue. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also amends the required disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company expects to adopt this guidance when effective, and does not anticipate that this guidance will materially impact its consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements — Going Concern, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the ASU (1) provides a definition of the term substantial doubt, (2) requires an evaluation every reporting period including interim periods, (3) provides principles for considering the mitigating effect of management’s plans, (4) requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) requires an express statement and other disclosures when substantial doubt is not alleviated, and (6) requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). This standard is effective for the fiscal years ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company does not anticipate that this guidance will materially impact its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of debt discounts or premiums. The ASU is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. During the year 2015, the Company elected early adoption of this standard and applied the changes in its financial statements and related disclosures. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 more closely aligns the measurement of inventory in U.S. GAAP with the measurement of inventory in International Financial Reporting Standards by requiring companies using the first-in, first-out and average costs methods to measure inventory using the lower of cost and net realizable value, where net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for annual reporting periods beginning after December 15, 2016 and interim periods within those fiscal years. ASU 2015-11 should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company does not anticipate that this guidance will materially impact its consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740). ASU 2015-17 requires deferred tax liabilities and assets to be classified as non-current on the consolidated condensed balance sheet. ASU 2015-17 is effective for annual reporting periods beginning after December 15, 2016 and interim periods within those fiscal years and early application is permitted. ASU 2015-17 may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company does not anticipate that this guidance will materially impact its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, which requires entities to report a right-to-use asset and liability for the obligation to make payments for all leases with the exception of those leases with a term of twelve months or less. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact of the pending adoption of ASU 2016-02 on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company is currently evaluating the impact of the pending adoption of ASU 2016-09 on its consolidated financial statements. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | (2) Inventories Inventories consist of the following: (in thousands) September 30, 2016 December 31, 2015 Raw materials $ 313 $ 360 Work-in-process 171 251 Finished goods 116 146 Total inventory $ 600 $ 757 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid Expenses And Other Current Assets | (3) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: (in thousands) September 30, 2016 December 31, 2015 Insurance premiums $ 85 $ 625 Kits for clinical use — 162 Security deposit 49 74 Other 1 176 99 Total prepaid expenses and other current assets $ 310 $ 960 1 Other consists of various prepaid expenses and other current assets, with no individual item accounting for more than 5% of prepaid expenses and other current assets at September 30, 2016 and December 31, 2015. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 9 Months Ended |
Sep. 30, 2016 | |
Property Plant And Equipment [Abstract] | |
Property, Plant, and Equipment | (4) Property, Plant, and Equipment Property, plant, and equipment consist of the following: (in thousands) September 30, 2016 December 31, 2015 Buildings and land $ 556 $ 556 Enterprise hardware and software 1,529 1,520 Leaseholds 1,520 1,305 Equipment 933 902 Furniture 355 355 Property, plant and equipment, gross 4,893 4,638 Accumulated depreciation (3,752 ) (3,506 ) Property, plant and equipment, net $ 1,141 $ 1,132 Depreciation expense for the three months and nine months ended September 30, 2016 was approximately $$0.1 million and $0.2 million, respectively, as compared to approximately $0.1 million and 0.5 million, respectively, for the same periods in 2015. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2016 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | (5) Accrued Expenses Accrued expenses consist of the following: (in thousands) September 30, 2016 December 31, 2015 Compensation, excluding taxes $ 928 $ 692 Clinical trial expenses 782 219 Professional fees 234 391 Short-term portion of lease restructuring 209 220 Other 1 548 721 Total accrued expenses $ 2,701 $ 2,243 1 Other consists of various accrued expenses, with no individual item accounting for more than 5% of current liabilities at September 30, 2016 and December 31, 2015. |
Restructuring Expenses
Restructuring Expenses | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Expenses | (6) Restructuring Expenses In order to help reduce operating costs and more appropriately align its office space with the reduced size of its workforce, the Company entered into two sub-leases for office space at its 810 Seventh Avenue office. On May 22, 2014, the Company entered into a sub-lease agreement (“Sub-lease #1”) for approximately one-half of the office space at this location (“Suite 3500”), resulting in a lease restructuring reserve of approximately $0.9 million. On August 18, 2014, the Company entered into a sub-lease agreement (“Sub-lease #2”) for the remaining one-half of office space at its 810 Seventh Avenue office (“Suite 3505”), resulting in a lease restructuring reserve of approximately $0.7 million. As of September 30, 2016, the total remaining lease restructuring liability for its leased office space was approximately $0.9 million, of which approximately $0.2 million and $0.7 million were included in Accrued expenses and Other non-current liabilities on the condensed consolidated balance sheets, respectively. The following table provides the year-to-date activity of the Company’s restructuring reserves as of September 30, 2016: (in thousands) Lease Liability Reserve balance at December 31, 2015 $ 1,039 Charges — Payments/Utilizations (165 ) Reserve balance at September 30, 2016 $ 874 |
Convertible Notes Payable
Convertible Notes Payable | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | (7) Convertible Notes Payable On June 6, 2016, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain investors named on the Schedule of Buyers attached to the SPA pursuant to which the Company issued $35.0 million in principal face amount of senior secured convertible notes of the Company (the “Notes”) and related Series C Warrants (the “Series C Warrants”) to purchase additional shares of the Company’s common stock, par value $0.01 per share (“Common Stock”). $35.0 million of the Notes were issued for cash proceeds of $32.2 million with an original issue discount in the amount of $2.8 million. The Notes do not bear any ordinary interest. However, interest shall commence accruing immediately upon the occurrence of, and shall continue accruing during the continuance of, an Event of Default, at 15% per annum and shall be computed on the basis of a 360-day year of twelve 30-day months and shall be payable, if applicable, in arrears for each calendar month on the first (1st) business day of each calendar month after any such interest accrues after an Event of Default. Under the terms of the Notes, at closing the Company received an initial tranche of $3.0 million for immediate use for general corporate purposes. The remaining cash proceeds of $29.2 million are being held in a restricted account and will be released to the Company from the Company’s restricted accounts in subsequent tranches subject to certain equity conditions. As security for the Company’s obligations under the Notes, $29.2 million of the total net cash proceeds is subject to a cash covenant restricting its use and requiring it to be held in a Master Restricted Account (“Master Restricted Account”) established in accordance with and pursuant to the terms and conditions of an account control agreement between the Company, the Buyers and Silicon Valley Bank (a “Controlled Account Agreement”). Subsequently, $3.0 million of the restricted cash shall become unrestricted cash on the 20 th th th In connection with the issuance of the Notes under the SPA, the Company also issued Series C Warrants, exercisable to acquire 6.8 million shares of Common Stock. On December 31, 2017, the number of Warrant Shares issuable upon exercise of the Series C Warrants will be increased by such number of Warrant Shares equal to 75% of the difference of (i) the quotient of (A) the product of (x) the exercise price as of the date of issuance (as adjusted for certain events) multiplied by (y) the number of Warrant Shares as of the date of issuance (as adjusted for certain events), divided by (B) the volume-weighted average price of the Common Stock on the maturity date, less (ii) the number of Warrant Shares as of the date of issuance (as adjusted for certain events). Each Series C Warrant will be exercisable by the holder beginning one year after the closing date and continuing for a period of five years thereafter. The Series C Warrants are exercisable at $4.83 per share of common stock, subject to adjustments for certain dilutive events. T he provisions in the Series C Warrants require the Company to account for the warrants as derivative liabilities. The Company has agreed to make amortization payments with respect to the Notes in twelve (12) equal installments beginning seven (7) months after the original date of issuance of June 13, 2016 (each, an “Installment Date”). On each installment date, assuming certain equity conditions are met, the installment payment shall, at the election of the Company, automatically be converted into shares of Common Stock at a conversion rate defined in the agreement. At any time after the issuance of the Notes, the Notes will be convertible at the election of the holder into shares of our Common Stock at a conversion price equal to $4.39, subject to adjustment as provided in the Notes. As a result of the Notes including a feature such that the conversion price is based upon a formula which includes discounts to the market price of the common stock as well as having a lower effective conversion price considering the issuance discount and the value allocated to the Series C Warrants 10.1 put options in the event of default and change in control as defined in the Notes. The value of such options was zero as the probability for such events was remote as of the issuance date and at September 30, 2016. All debt issuance costs are accounted for as a deferred asset and will be amortized over the life of the Notes. The following table summarizes the convertible notes outstanding at September 30, 2016: (in thousands) Convertible notes payable, principal $ 35,000 Debt discounts (28,587 ) Net convertible note payable $ 6,413 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | (8) Stockholders’ Equity Stock Issuances Reverse Stock Split On July 19, 2016, shareholders of the Company approved, through a shareholder vote, an amendment to the Company’s Amended and Restated Certificate of Incorporation authorizing the Board of Directors to effect a reverse stock split of Delcath’s common stock at a ratio within a range of one-for-ten (1:10) to one-for-twenty (1:20). The reverse stock split became effective on July 21, 2016 at which time Delcath’s common stock began trading on the NASDAQ Stock Exchange on a one-for-sixteen (1:16) split-adjusted basis. All owners of record as of the open of the NASDAQ market on July 21, 2016 received one issued and outstanding share of Delcath common stock in exchange for sixteen issued and outstanding shares of Delcath common stock. No fractional shares were issued in connection with the reverse stock split. All fractional shares created by the one-for-sixteen exchange were rounded up to the next whole share. The reverse stock split had no impact on the par value per share of Delcath common stock, which remains at $0.01. All current and prior period amounts related to shares, share prices and earnings per share, presented in the Company’s interim condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q and the accompanying Notes, have been restated to give retrospective presentation for the reverse stock split. In addition, shareholders of the Company also approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 170,000,000 to 500,000,000. The previously discussed reverse stock split had no impact on the increase in authorized shares. At-the-Market (“ATM”) Programs In March 2013, the Company entered into an agreement with Cowen and Company LLC (“Cowen”) to sell shares of the Company’s common stock, par value $.01 per share, from time to time, through an ATM equity offering program having aggregate sales proceeds of $50.0 million, under which Cowen will act as sales agent. During the nine months ended September 30, 2016, the Company sold an additional 3,100 shares for net proceeds of approximately $17,500. The shares were issued pursuant to an effective registration statement on Form S-3 (333-187230). The net proceeds will be used for general corporate purposes, including, but not limited to, commercialization of our products, obtaining regulatory approvals, funding of our clinical trials, capital expenditures and working capital. As of September 30, 2016, this program is no longer active. Warrants In October 2013, the Company completed the sale of 81,875 shares of its common stock and the issuance of warrants to purchase approximately 37,000 common shares (the “2013 Warrants”) pursuant to a placement agency agreement. The Company received proceeds of $7.5 million, with net cash proceeds after related expenses from this transaction of approximately $6.9 million. Of those proceeds, the Company allocated an estimated fair value of $1.9 million to the 2013 Warrants. The exercise price is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock. At September 30, 2016, the 2013 Warrants were exercisable at $112.64 per share with approximately 37,000 warrants outstanding. The 2013 Warrants have a five-year term. In February 2015, the Company completed the sale of 153,750 shares of its common stock and the issuance of warrants to purchase 69,000 common shares (the “February 2015 Warrants”) pursuant to an underwriting agreement. The Company received proceeds of $2.6 million, with net cash proceeds after related expenses from this transaction of $2.5 million. Of those proceeds, the Company allocated an estimated fair value of $0.8 million to the February 2015 Warrants. The exercise price is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock. The exercise price of the warrants is also subject to anti-dilution adjustments for any issuance of common stock or rights to acquire common stock for consideration per share less than the exercise price of the warrants. At September 30, 2016, the February 2015 Warrants were exercisable at $3.90 per share with approximately 69,000 warrants outstanding. The February 2015 Warrants have a five-year term. In July 2015, the Company completed the sale of approximately 0.6 million Units consisting of 0.6 million shares of its common stock, Series A Warrants to purchase up to approximately 0.4 million common shares (“Series A Warrants”) and Series B Warrants to purchase Units consisting of up to approximately 0.6 million common shares (“Series B Warrants”) and 0.4 million Series A Warrants pursuant to an underwriting agreement. The Company received proceeds of $7.0 million, with net cash proceeds after related expenses from this transaction of $6.0 million. Of those proceeds the Company allocated an estimated fair value of $3.4 million to the Series A and Series B Warrants. During the nine months ended September 30, 2016, approximately 0.1 million Series B Warrants were exercised for net proceeds of approximately $0.8 million. The remaining 0.4 million Series B Warrants expired on January 29, 2016 and the remaining liability was credited to Change in the fair value of the warrant liability. As a result of the Series B Warrant exercises, an additional 0.1 million Series A Warrants were issued. The exercise price of the Series A Warrants is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our common stock and is subject to anti-dilution adjustments for any issuance of common stock or rights to acquire common stock for consideration per share less than the exercise price of the warrants. At September 30, 2016, the Series A Warrants were exercisable at $3.90 with approximately 0.5 million warrants outstanding. The Series A Warrants have a five-year term. In June 2016, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued $35.0 million in principal face amount of senior secured convertible notes of the Company (the “Notes”) and related Series C Warrants (the “Series C Warrants”) to purchase 6.8 million additional shares of the Company’s common stock. The Company allocated an estimated fair value of $27.8 million to the Series C Warrants. On December 31, 2017, the number of Warrant Shares issuable upon exercise of the Series C Warrants will be increased by such number of Warrant Shares equal to 75% of the difference of (i) the quotient of (A) the product of (x) the exercise price as of the date of issuance (as adjusted for certain events) multiplied by (y) the number of Warrant Shares as of the date of issuance (as adjusted for certain events), divided by (B) the volume-weighted average price of the Common Stock on the maturity date, less (ii) the number of Warrant Shares as of the date of issuance (as adjusted for certain events). At September 30, 2016, The Series C Warrants were exercisable at $4.83 with approximately 6.8 million warrants outstanding. The Series C Warrants will be exercisable by the holder beginning one year after the closing date and continuing for a period of five years thereafter. Stock Incentive Plans The Company established the 2004 Stock Incentive Plan and the 2009 Stock Incentive Plan (collectively, the “Plans”) under which 11,719 and 200,391 shares, respectively, have been reserved for the issuance of stock options, stock appreciation rights, restricted stock, stock grants and other equity awards. In July 2016, the total number of shares of Delcath common stock reserved for issuance under the 2009 Stock Incentive Plan was increased by 106,250 shares, from 94,141 to 200,391 shares, upon a favorable vote by the Company’s stockholders. The Plans are administered by the Compensation and Stock Option Committee of the Board of Directors which determines the individuals to whom awards shall be granted as well as the type, terms, conditions, option price and the duration of each award. As of September 30, 2016 there were 120,883 A stock option grant allows the holder of the option to purchase a share of the Company’s common stock in the future at a stated price. Options and Restricted Stock granted under the Plans vest as determined by the Company’s Compensation and Stock Option Committee. Options granted under the Plans expire over varying terms, but not more than ten years from the date of grant. For the three months and nine months ended September 30, 2016, the Company recognized compensation expense of approximately $24,000 and $0.1 million, respectively, relating to stock options granted to employees. For the same period in 2015, the Company recognized compensation expense of approximately $0.1 million and $0.3 million, respectively. There were no stock options awards granted during the nine months ended September 30, 2016. There were approximately 32,765 stock option awards granted during the same period in 2015. For the three months and nine months ended September 30, 2016, the Company recognized compensation expense of approximately $38,000 and $0.2 million, respectively, relating to restricted stock granted to employees. For the same period in 2015, the Company recognized compensation expense of approximately $0.1 million and $0.2 million, respectively. There were — shares of restricted stock granted during the nine months ended September 30, 2016. There were approximately 36,000 shares of restricted stock awards granted for the same period in 2015. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | (9) Fair Value Measurements Derivative Warrant Liability As disclosed in Note 8 of the Company’s interim condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q, the Company allocated part of the proceeds of public offerings in 2013 and 2015 of the Company’s common stock to warrants issued in connection with those transactions. In addition, the Company recognized a discount to debt related to the initial fair value of warrants issued in connection with the June 2016 Convertible Notes discussed in further detail in Note 7 of the Company’s interim condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q. The valuation of the October 2013, February 2015, Series A and Series C warrants (collectively, the “Warrants”) was determined using option pricing models. These models use inputs such as the underlying price of the shares issued at the measurement date, volatility, risk free interest rate and expected life of the instrument. The Company has classified the Warrants as a current liability due to certain provisions relating to price adjustments and potential cash payments, as well as the holders’ ability to exercise the warrants within twelve months of the reporting date and has accounted for them as derivative instruments in accordance with ASC 815, adjusting the fair value at the end of each reporting period. Additionally, the Company has determined that the warrant derivative liability should be classified within Level 3 of the fair-value hierarchy by evaluating each input for the option pricing models against the fair-value hierarchy criteria and using the lowest level of input as the basis for the fair-value classification as called for in ASC 820. There are six inputs: closing price of Delcath stock on the day of evaluation; the exercise price of the warrants; the remaining term of the warrants; the volatility of Delcath’s stock over that term; annual rate of dividends; and the risk-free rate of return. Of those inputs, the exercise price of the warrants and the remaining term are readily observable in the warrant agreements. The annual rate of dividends is based on the Company’s historical practice of not granting dividends. The closing price of Delcath stock would fall under Level 1 of the fair-value hierarchy as it is a quoted price in an active market (ASC 820-10). The risk-free rate of return is a Level 2 input as defined in ASC 820-10, while the historical volatility is a Level 3 input as defined in ASC 820. Since the lowest level input is a Level 3, Delcath determined the warrant derivative liability is most appropriately classified within Level 3 of the fair value hierarchy. For the three months and nine months ended September 30, 2016, the Company recorded pre-tax derivative warrant income of $8.7 million and pre-tax derivative income of $9.2 million, respectively. The resulting derivative warrant liabilities totaled $22.5 million at September 30, 2016. Management expects that the Warrants will either be exercised or expire worthless. The fair value of the Warrants at September 30, 2016 was determined by using option pricing models with the following assumptions: Series C Warrants Series A Warrants February 2015 Warrants October 2013 Warrants Expected volatility 91.93% 96.65% 99.65% 91.70% Risk-free interest rates 1.28% 1.01% 0.95% 0.76% Expected life (in years) 5.70 3.81 3.38 2.08 The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2016, aggregated by the level in the fair value hierarchy within which those measurements fall in accordance with ASC 820. Assets and Liabilities Measured at Fair Value on a Recurring Basis (in thousands) Level 1 Level 2 Level 3 Balance at September 30, 2016 Liabilities Derivative instrument liabilities $ — $ — $ 22,502 $ 22,502 For the periods ended September 30, 2016 and 2015, there were no transfers in or out of Level 1, 2 or 3 inputs. The table below presents the activity within Level 3 of the fair value hierarchy for the nine months ended September 30, 2016: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) (in thousands) Warrant Liability Balance at December 31, 2015 $ 3,785 Total change in the liability included in earnings (9,171 ) Fair value of warrants issued 28,133 Fair value of warrants exercised (245 ) Balance at September 30, 2016 $ 22,502 |
Net Loss per Common Share
Net Loss per Common Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss per Common Share | (10) Net Loss per Common Share Basic net loss per share is determined by dividing net loss by the weighted average shares of common stock outstanding during the period, without consideration of potentially dilutive securities. Diluted net loss per share is determined by dividing net loss by diluted weighted average shares outstanding. Diluted weighted average shares reflects the dilutive effect, if any, of potentially dilutive common shares, such as stock options and warrants calculated using the treasury stock method. In periods with reported net operating losses, all common stock options and warrants are generally deemed anti-dilutive such that basic net loss per share and diluted net loss per share are equal. The following potentially dilutive securities were excluded from the computation of earnings per share as of September 30, 2016 and 2015 because their effects would be anti-dilutive: September 30, 2016 2015 Stock options 41,356 47,884 Unvested restricted shares 19,000 36,006 Warrants 7,427,510 1,128,688 Total 7,487,866 1,212,578 |
Taxes
Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Taxes | (11) Taxes As discussed in Note 13 Income Taxes The Company is subject to income tax in the U.S., as well as various state and international jurisdictions. During the third quarter of 2015, the Company was notified by the Internal Revenue Service that they will be examining the tax return for calendar year 2013. The effect of the outcome cannot be reasonably estimated as the exam is presently ongoing. However, the Company does not expect any material change to its financial statements as a result of this audit. Any proposed adjustments would result in an adjustment to the net operating loss carryforward for which a valuation allowance has been provided against the full amount. The Company has not been audited by the international tax authorities or any states in connection with income taxes. The Company’s New York State tax returns have been subject to annual desk reviews which have resulted in insignificant adjustments to the related franchise tax liabilities and credits. The Company’s tax years generally remain open to examination for all federal, state and foreign tax matters until its net operating loss carryforwards are utilized and the applicable statutes of limitation have expired. The federal and state tax authorities can generally reduce a net operating loss (but not create taxable income) for a period outside the statute of limitations in order to determine the correct amount of net operating loss which may be allowed as a deduction against income for a period within the statute of limitations. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | (12) Subsequent Events On September 30, 2016 the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC, as Underwriter (the “Underwriter”). The Underwriting Agreement provided for the sale to the Underwriter of 425,000 units consisting of 425,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and 148,750 warrants at price of $3.00 per unit. The offering closed on October 5, 2016. The warrants are exercisable beginning on the date of issuance and will expire on October 5, 2021. The exercise price of the warrants is $3.00 per share of Common Stock, subject to certain adjustments. The net proceeds to the Company from the offering are approximately $1.1 million after underwriting discounts and commissions and other estimated offering expenses payable by the Company, and excluding any proceeds the Company may receive upon exercise of the warrants issued in the offering. As a result, the exercise price of the February 2015 Warrants and the Series A Warrants has been adjusted to $2.99. . |
General (Policies)
General (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Liquidity and Operating Matters | Liquidity and Operating Matters The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses since inception and has an accumulated deficit of $270.7 $1.0 $10.6 The Company’s existence is dependent upon management’s ability to obtain additional funding sources or to enter into strategic alliances. There can be no assurance that the Company’s efforts will result in the resolution of the Company’s liquidity needs. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern. The Company has incurred losses since inception. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales. As a result of issuing $35.0 million in senior secured convertible notes in June 2016, management believes that its capital resources are adequate to fund operations through the end of 2017. To the extent additional capital is not available when needed, the Company may be forced to abandon some or all of its development and commercialization efforts, which would have a material adverse effect on the prospects of the business. Operations of the Company are subject to certain risks and uncertainties, including, among others, uncertainties and risks related to clinical research, product development; regulatory approvals; technology; patents and proprietary rights; comprehensive government regulations; limited commercial manufacturing; marketing and sales experience; and dependence on key personnel. |
Basis of Presentation | Basis of Presentation These interim condensed consolidated financial statements are unaudited and were prepared by the Company in accordance with generally accepted accounting principles in the United States of America (GAAP) and with the SEC’s instructions to Form 10-Q and Article 10 of Regulation S-X. They include the accounts of all entities controlled by Delcath and all significant inter-company accounts and transactions have been eliminated in consolidation. The preparation of interim financial statements requires management to make assumptions and estimates that impact the amounts reported. These interim condensed consolidated financial statements, in the opinion of management, reflect all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the Company’s results of operations, financial position and cash flows for the interim periods ended September 30, 2016 and 2015; however, certain information and footnote disclosures normally included in our Annual Report have been condensed or omitted as permitted by GAAP. It is important to note that the Company’s results of operations and cash flows for interim periods are not necessarily indicative of the results of operations and cash flows to be expected for a full fiscal year or any interim period. |
Deferred Revenue | Deferred Revenue Deferred revenue on the accompanying condensed consolidated balance sheets includes payment received for product sales to a distributor. When obligations or contingencies remain after the products are shipped, such as training and certifying the treatment centers, revenue is deferred until the obligations or contingencies are satisfied. The Company will recognize the revenue related to product sales when its obligations under the agreement have been satisfied. |
Restricted Cash | Restricted Cash Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are recorded as restricted cash on the accompanying condensed consolidated balance sheets. On June 13, 2016, the Company issued $35.0 million in senior secured convertible notes and received $32.2 million in cash proceeds. Under the terms of the notes, at closing, an initial tranche of $3.0 million was available for immediate use by the Company for general corporate purposes. The remaining cash proceeds of $29.2 million will be available in a tranche of $3.0 million on December 31, 2016 (‘First Release Date”) and the remainder of $26.2 million in four equal tranches to be released quarterly, beginning in January 2017 (“Subsequent Release Dates”), pursuant to an account control agreement whereby the restrictions on the proceeds are terminated when the Company meets certain equity conditions. The terms of the Notes are discussed in more detail in Note 7 of the Company’s interim condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q. The cash is deposited in an account that is not FDIC insured. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”) that updates the principles for recognizing revenue. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 also amends the required disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The Company expects to adopt this guidance when effective, and does not anticipate that this guidance will materially impact its consolidated financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements — Going Concern, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 requires management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, the ASU (1) provides a definition of the term substantial doubt, (2) requires an evaluation every reporting period including interim periods, (3) provides principles for considering the mitigating effect of management’s plans, (4) requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) requires an express statement and other disclosures when substantial doubt is not alleviated, and (6) requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). This standard is effective for the fiscal years ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company does not anticipate that this guidance will materially impact its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of debt discounts or premiums. The ASU is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. During the year 2015, the Company elected early adoption of this standard and applied the changes in its financial statements and related disclosures. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 more closely aligns the measurement of inventory in U.S. GAAP with the measurement of inventory in International Financial Reporting Standards by requiring companies using the first-in, first-out and average costs methods to measure inventory using the lower of cost and net realizable value, where net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for annual reporting periods beginning after December 15, 2016 and interim periods within those fiscal years. ASU 2015-11 should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company does not anticipate that this guidance will materially impact its consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740). ASU 2015-17 requires deferred tax liabilities and assets to be classified as non-current on the consolidated condensed balance sheet. ASU 2015-17 is effective for annual reporting periods beginning after December 15, 2016 and interim periods within those fiscal years and early application is permitted. ASU 2015-17 may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. The Company does not anticipate that this guidance will materially impact its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases, which requires entities to report a right-to-use asset and liability for the obligation to make payments for all leases with the exception of those leases with a term of twelve months or less. ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018. The Company is currently evaluating the impact of the pending adoption of ASU 2016-02 on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company is currently evaluating the impact of the pending adoption of ASU 2016-09 on its consolidated financial statements. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consist of the following: (in thousands) September 30, 2016 December 31, 2015 Raw materials $ 313 $ 360 Work-in-process 171 251 Finished goods 116 146 Total inventory $ 600 $ 757 |
Prepaid Expenses and Other Cu21
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: (in thousands) September 30, 2016 December 31, 2015 Insurance premiums $ 85 $ 625 Kits for clinical use — 162 Security deposit 49 74 Other 1 176 99 Total prepaid expenses and other current assets $ 310 $ 960 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property Plant And Equipment [Abstract] | |
Components of property, plant and equipment | Property, plant, and equipment consist of the following: (in thousands) September 30, 2016 December 31, 2015 Buildings and land $ 556 $ 556 Enterprise hardware and software 1,529 1,520 Leaseholds 1,520 1,305 Equipment 933 902 Furniture 355 355 Property, plant and equipment, gross 4,893 4,638 Accumulated depreciation (3,752 ) (3,506 ) Property, plant and equipment, net $ 1,141 $ 1,132 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables And Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consist of the following: (in thousands) September 30, 2016 December 31, 2015 Compensation, excluding taxes $ 928 $ 692 Clinical trial expenses 782 219 Professional fees 234 391 Short-term portion of lease restructuring 209 220 Other 1 548 721 Total accrued expenses $ 2,701 $ 2,243 1 Other consists of various accrued expenses, with no individual item accounting for more than 5% of current liabilities at September 30, 2016 and December 31, 2015. |
Restructuring Expenses (Tables)
Restructuring Expenses (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring And Related Activities [Abstract] | |
Schedule of restructuring and related costs | The following table provides the year-to-date activity of the Company’s restructuring reserves as of September 30, 2016: (in thousands) Lease Liability Reserve balance at December 31, 2015 $ 1,039 Charges — Payments/Utilizations (165 ) Reserve balance at September 30, 2016 $ 874 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Convertible Notes Outstanding | The following table summarizes the convertible notes outstanding at September 30, 2016: (in thousands) Convertible notes payable, principal $ 35,000 Debt discounts (28,587 ) Net convertible note payable $ 6,413 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of the warrants | The fair value of the Warrants at September 30, 2016 was determined by using option pricing models with the following assumptions: Series C Warrants Series A Warrants February 2015 Warrants October 2013 Warrants Expected volatility 91.93% 96.65% 99.65% 91.70% Risk-free interest rates 1.28% 1.01% 0.95% 0.76% Expected life (in years) 5.70 3.81 3.38 2.08 |
Assets and liabilities measured at fair value on a recurring basis | The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of September 30, 2016, aggregated by the level in the fair value hierarchy within which those measurements fall in accordance with ASC 820. Assets and Liabilities Measured at Fair Value on a Recurring Basis (in thousands) Level 1 Level 2 Level 3 Balance at September 30, 2016 Liabilities Derivative instrument liabilities $ — $ — $ 22,502 $ 22,502 |
Fair value measurements using significant unobservable inputs | The table below presents the activity within Level 3 of the fair value hierarchy for the nine months ended September 30, 2016: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) (in thousands) Warrant Liability Balance at December 31, 2015 $ 3,785 Total change in the liability included in earnings (9,171 ) Fair value of warrants issued 28,133 Fair value of warrants exercised (245 ) Balance at September 30, 2016 $ 22,502 |
Net Loss per Common Share (Tabl
Net Loss per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Anti-dilutive securities excluded from the computation of earnings per share | The following potentially dilutive securities were excluded from the computation of earnings per share as of September 30, 2016 and 2015 because their effects would be anti-dilutive: September 30, 2016 2015 Stock options 41,356 47,884 Unvested restricted shares 19,000 36,006 Warrants 7,427,510 1,128,688 Total 7,487,866 1,212,578 |
General - Additional Informatio
General - Additional Information (Details) | Jul. 21, 2016shares | Jul. 19, 2016 | Jun. 13, 2016USD ($) | Jun. 06, 2016USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) |
Class Of Stock [Line Items] | ||||||||||
Reverse stock split ratio | 0.0625 | |||||||||
Reverse stock split ratio, description | On July 19, 2016, shareholders of the Company approved, through a shareholder vote, an amendment to the Company’s Amended and Restated Certificate of Incorporation authorizing the Board of Directors to effect a reverse stock split of Delcath’s common stock at a ratio within a range of one-for-ten (1:10) to one-for-twenty (1:20). The reverse stock split became effective on July 21, 2016 at which time Delcath’s common stock began trading on the NASDAQ Stock Exchange on a one-for-sixteen (1:16) split-adjusted basis. All owners of record as of the open of the NASDAQ market on July 21, 2016 received one issued and outstanding share of Delcath common stock in exchange for sixteen issued and outstanding shares of Delcath common stock. | |||||||||
Number of fractional shares were issued in connection with the reverse stock split | shares | 0 | |||||||||
Reverse stock split effective date | Jul. 21, 2016 | |||||||||
Net loss | $ 1,005,000 | $ 2,422,000 | $ 9,485,000 | $ 9,611,000 | ||||||
Net cash used in operating activities | 10,597,000 | $ 12,188,000 | ||||||||
Accumulated deficit | 270,703,000 | 270,703,000 | $ 261,217,000 | |||||||
Senior Secured Convertible Notes [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Debt instrument, principal face amount | $ 35,000,000 | $ 35,000,000 | $ 35,000,000 | |||||||
Senior Secured Convertible Notes [Member] | Series C Warrants [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Debt instrument, principal face amount | $ 35,000,000 | |||||||||
Senior Secured Convertible Notes [Member] | Securities Purchase Agreement [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Debt instrument, principal face amount | $ 35,000,000 | $ 35,000,000 | ||||||||
Proceeds from issuance of notes available for general corporate purposes | 3,000,000 | 3,000,000 | ||||||||
Cash proceeds from notes held | 29,200,000 | 29,200,000 | ||||||||
Senior Secured Convertible Notes [Member] | Securities Purchase Agreement [Member] | First Release Date on December 31, 2016 [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Cash proceeds from notes held | 3,000,000 | 3,000,000 | ||||||||
Senior Secured Convertible Notes [Member] | Securities Purchase Agreement [Member] | Subsequent Release Dates Beginning in January 2017 [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Cash proceeds from notes held | 26,200,000 | 26,200,000 | ||||||||
Senior Secured Convertible Notes [Member] | Securities Purchase Agreement [Member] | Series C Warrants [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Proceeds from issuance of notes | $ 32,200,000 | $ 32,200,000 | ||||||||
Minimum [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Reverse stock split ratio | 0.1 | |||||||||
Maximum [Member] | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Reverse stock split ratio | 0.05 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 313 | $ 360 |
Work-in-process | 171 | 251 |
Finished goods | 116 | 146 |
Total inventory | $ 600 | $ 757 |
Prepaid Expenses and Other Cu30
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Insurance premiums | $ 85 | $ 625 |
Kits for clinical use | 162 | |
Security deposit | 49 | 74 |
Other | 176 | 99 |
Total prepaid expenses and other current assets | $ 310 | $ 960 |
Prepaid Expenses and Other Cu31
Prepaid Expenses and Other Current Assets - Additional Information (Details) | Sep. 30, 2016 | Dec. 31, 2015 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Maximum percentage of prepaid expenses and other current assets (in hundredths) | 5.00% | 5.00% |
Property, Plant, and Equipmen32
Property, Plant, and Equipment - Components of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,893 | $ 4,638 |
Accumulated depreciation | (3,752) | (3,506) |
Property, plant and equipment, net | 1,141 | 1,132 |
Buildings and Land [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 556 | 556 |
Enterprise Hardware and Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,529 | 1,520 |
Leaseholds [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,520 | 1,305 |
Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 933 | 902 |
Furniture [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 355 | $ 355 |
Property, Plant, and Equipmen33
Property, Plant, and Equipment - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 100 | $ 100 | $ 232 | $ 504 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Compensation, excluding taxes | $ 928 | $ 692 |
Clinical trial expenses | 782 | 219 |
Professional fees | 234 | 391 |
Short-term portion of lease restructuring | 209 | 220 |
Other | 548 | 721 |
Total accrued expenses | $ 2,701 | $ 2,243 |
Accrued Expenses - Schedule o35
Accrued Expenses - Schedule of Accrued Expenses (Parenthetical) (Details) | Sep. 30, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Maximum percentage of current liabilities accrued (in hundredths) | 5.00% | 5.00% |
Restructuring Expenses - Additi
Restructuring Expenses - Additional Information (Details) $ in Thousands | Aug. 18, 2014USD ($) | May 22, 2014USD ($) | Sep. 30, 2016USD ($)Lease | Dec. 31, 2015USD ($) |
Property Subject to Operating Lease [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Number of sub leases | Lease | 2 | |||
Restructuring reserve balance | $ 874 | $ 1,039 | ||
Sub-lease 1 [Member] | Facility Closing [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring reserve charges | $ 900 | |||
Sub Lease 2 [Member] | Facility Closing [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring reserve charges | $ 700 | |||
Other non-current liabilities [Member] | Property Subject to Operating Lease [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring reserve balance | 700 | |||
Accrued Expenses [Member] | Property Subject to Operating Lease [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring reserve balance | $ 200 |
Restructuring Expenses - Schedu
Restructuring Expenses - Schedule of Restructuring and Related Costs (Details) - Lease Liability [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Restructuring Cost And Reserve [Line Items] | |
Restructuring reserve balance | $ 1,039 |
Payments/Utilizations | (165) |
Restructuring reserve balance | $ 874 |
Convertible Notes Payable - Add
Convertible Notes Payable - Additional Information (Details) $ / shares in Units, shares in Millions | Jun. 13, 2016USD ($) | Jun. 06, 2016USD ($)Installment$ / sharesshares | Sep. 30, 2016USD ($)$ / shares | Dec. 31, 2017 | Jun. 30, 2016USD ($) |
Senior Secured Convertible Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, principal face amount | $ 35,000,000 | $ 35,000,000 | |||
Debt discount on senior notes | 28,587,000 | ||||
Senior Secured Convertible Notes [Member] | Securities Purchase Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, principal face amount | $ 35,000,000 | $ 35,000,000 | |||
Debt discount on senior notes | $ 2,800,000 | $ 35,000,000 | |||
Interest rate upon default | 0.00% | ||||
Rate of interest in event of default | 15.00% | ||||
Debt instrument interest rate computation terms | The Notes do not bear any ordinary interest. However, interest shall commence accruing immediately upon the occurrence of, and shall continue accruing during the continuance of, an Event of Default, at 15% per annum and shall be computed on the basis of a 360-day year of twelve 30-day months and shall be payable | ||||
Proceeds from issuance of notes available for general corporate purposes | 3,000,000 | $ 3,000,000 | |||
Net cash proceeds from notes held in master restricted account as security | $ 29,200,000 | $ 29,200,000 | |||
Maturity date of notes | Dec. 29, 2017 | ||||
Amortization payments number of equal installments | Installment | 12 | ||||
Period after original date of issuance of notes for which amortization payment begins | 7 months | ||||
Debt instrument, original issuance date | Jun. 13, 2016 | ||||
Debt instrument, conversion price | $ / shares | $ 4.39 | ||||
Debt discount amortization | $ 10,100,000 | ||||
Beneficial conversion feature | 4,400,000 | ||||
Debt instrument, put options issued on default and change in control, value | $ 0 | ||||
Senior Secured Convertible Notes [Member] | Securities Purchase Agreement [Member] | Unrestricted On 20th Trading Day After Stockholder Approval [Member] | |||||
Debt Instrument [Line Items] | |||||
Net cash proceeds from notes held in master restricted account as security | $ 3,000,000 | $ 3,000,000 | |||
Senior Secured Convertible Notes [Member] | Securities Purchase Agreement [Member] | Unrestricted After Starting 30th Trading Day After Trigger Date [Member] | |||||
Debt Instrument [Line Items] | |||||
Net cash proceeds from notes held in master restricted account as security | 26,200,000 | 26,200,000 | |||
Senior Secured Convertible Notes [Member] | Securities Purchase Agreement [Member] | Restricted Cash [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of notes and warrants | $ 29,200,000 | ||||
Series C Warrants [Member] | |||||
Debt Instrument [Line Items] | |||||
Warrants exercise price per share | $ / shares | $ 4.83 | ||||
Series C Warrants [Member] | Securities Purchase Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Additional issuance of common stock purchase price per share. | $ / shares | $ 0.01 | ||||
Shares issuable upon warrants exercised description | On December 31, 2017, the number of Warrant Shares issuable upon exercise of the Series C Warrants will be increased by such number of Warrant Shares equal to 75% of the difference of (i) the quotient of (A) the product of (x) the exercise price as of the date of issuance (as adjusted for certain events) multiplied by (y) the number of Warrant Shares as of the date of issuance (as adjusted for certain events), divided by (B) the volume-weighted average price of the Common Stock on the maturity date, less (ii) the number of Warrant Shares as of the date of issuance (as adjusted for certain events). | ||||
Warrants exercise price per share | $ / shares | $ 4.83 | ||||
Warrant exercisable term description | Each Series C Warrant will be exercisable by the holder beginning one year after the closing date and continuing for a period of five years thereafter. | ||||
Vesting period to exercise warrants | 1 year | ||||
warrant exercisable period after vesting | 5 years | ||||
Series C Warrants [Member] | Securities Purchase Agreement [Member] | Scenario, Forecast [Member] | |||||
Debt Instrument [Line Items] | |||||
Conditional percentage of increase in number of shares issuable upon exercise of warrants | 75.00% | ||||
Series C Warrants [Member] | Senior Secured Convertible Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, principal face amount | $ 35,000,000 | ||||
Series C Warrants [Member] | Senior Secured Convertible Notes [Member] | Securities Purchase Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from issuance of notes and warrants | $ 32,200,000 | $ 32,200,000 | |||
Shares issuable upon warrants exercised | shares | 6.8 |
Convertible Notes Payable - Sum
Convertible Notes Payable - Summary of Convertible Notes Outstanding (Details) - Senior Secured Convertible Notes [Member] - USD ($) | Sep. 30, 2016 | Jun. 30, 2016 |
Debt Instrument [Line Items] | ||
Convertible notes payable, principal | $ 35,000,000 | $ 35,000,000 |
Debt discounts | (28,587,000) | |
Net convertible note payable | $ 6,413,000 |
Stockholders' Equity - Reverse
Stockholders' Equity - Reverse Stock Split - Additional Information (Details) | Jul. 21, 2016$ / sharesshares | Jul. 19, 2016shares | Sep. 30, 2016$ / sharesshares | Jul. 18, 2016shares | Dec. 31, 2015$ / sharesshares |
Stockholders Equity Note [Line Items] | |||||
Reverse stock split ratio | 0.0625 | ||||
Number of fractional shares were issued in connection with the reverse stock split | 0 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 170,000,000 | 500,000,000 | |
Minimum [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Reverse stock split ratio | 0.1 | ||||
Maximum [Member] | |||||
Stockholders Equity Note [Line Items] | |||||
Reverse stock split ratio | 0.05 |
Stockholders' Equity - Stock Is
Stockholders' Equity - Stock Issuances - Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||||
Jul. 31, 2015 | Feb. 28, 2015 | Oct. 31, 2013 | Sep. 30, 2016 | Jul. 21, 2016 | Dec. 31, 2015 | Mar. 31, 2013 | |
Stockholders Equity Note [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Sale of common stock, net of expenses (in shares) | 600,000 | 153,750 | 81,875 | ||||
Proceeds of common stock issued, net of related expenses | $ 6,000,000 | ||||||
ATM Programs [Member] | Cowen and Company, LLC [Member] | |||||||
Stockholders Equity Note [Line Items] | |||||||
Common stock, par value (in dollars per share) | $ 0.01 | ||||||
Aggregate proceeds from sale of common stock under equity offering program, maximum | $ 50,000,000 | ||||||
Sale of common stock, net of expenses (in shares) | 3,100 | ||||||
Proceeds of common stock issued, net of related expenses | $ 17,500 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants -Additional Information (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||
Jun. 30, 2016 | Jul. 31, 2015 | Feb. 28, 2015 | Oct. 31, 2013 | Sep. 30, 2016 | |
Class Of Warrant Or Right [Line Items] | |||||
Sale of common stock, net of expenses (in shares) | 600,000 | 153,750 | 81,875 | ||
Proceeds from issuance of private placement | $ 2,600,000 | $ 7,500,000 | |||
Net proceeds from issuance of private placement | $ 2,500,000 | $ 6,900,000 | |||
Sale of units to underwriter | 600,000 | ||||
Proceeds of common stock issued, net of related expenses | $ 6,000,000 | ||||
Series A Common Stock Warrants [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants exercisable per share price (in dollars per share) | $ 3.90 | ||||
Number of warrants outstanding (in shares) | 500,000 | ||||
Number of warrants converted | 400,000 | 100,000 | |||
Gross proceeds from underwriting offering | $ 7,000,000 | ||||
Warrants expiry period | 5 years | ||||
Series B Common Stock Warrants [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Number of warrants converted | 600,000 | ||||
Warrants exercised (in shares) | 100,000 | ||||
Net proceeds from exercise of warrants | $ 800,000 | ||||
Remaining outstanding warrants expired | 400,000 | ||||
Warrants expiration date | Jan. 29, 2016 | ||||
Series A and B Common Stock Warrants [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Value of warrants issued | $ 3,400,000 | ||||
Senior Secured Convertible Notes [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Debt instrument, principal face amount | $ 35,000,000 | $ 35,000,000 | |||
2013 Warrants [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants issued (in shares) | 37,000 | ||||
Value of warrants issued | $ 1,900,000 | ||||
Warrants exercisable per share price (in dollars per share) | $ 112.64 | ||||
Number of warrants outstanding (in shares) | 37,000 | ||||
Term period for warrants | 5 years | ||||
Series C Warrants [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Value of warrants issued | $ 27,800,000 | ||||
Warrants exercisable per share price (in dollars per share) | $ 4.83 | ||||
Number of warrants outstanding (in shares) | 6,800,000 | ||||
Percentage of increased number of warrant shares issuable upon exercise | 75.00% | ||||
Description of warrant issued upon exercise | On December 31, 2017, the number of Warrant Shares issuable upon exercise of the Series C Warrants will be increased by such number of Warrant Shares equal to 75% of the difference of (i) the quotient of (A) the product of (x) the exercise price as of the date of issuance (as adjusted for certain events) multiplied by (y) the number of Warrant Shares as of the date of issuance (as adjusted for certain events), divided by (B) the volume-weighted average price of the Common Stock on the maturity date, less (ii) the number of Warrant Shares as of the date of issuance (as adjusted for certain events). | ||||
Warrants holding period | 1 year | ||||
Warrants exercisable period | 5 years | ||||
Series C Warrants [Member] | Senior Secured Convertible Notes [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Number of warrants converted | 6,800,000 | ||||
Debt instrument, principal face amount | $ 35,000,000 | ||||
February 2015 Warrants [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrants issued (in shares) | 69,000 | ||||
Value of warrants issued | $ 800,000 | ||||
Warrants exercisable per share price (in dollars per share) | $ 3.90 | ||||
Number of warrants outstanding (in shares) | 69,000 | ||||
Term period for warrants | 5 years |
Stockholders' Equity - Stock In
Stockholders' Equity - Stock Incentive Plans - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jul. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock option compensation expense | $ 138,000 | $ 255,000 | |||
Restricted stock compensation expense | 228,000 | 189,000 | |||
Stock Options [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock option compensation expense | $ 24,000 | $ 100,000 | $ 100,000 | $ 300,000 | |
Stock options granted | 0 | 32,765 | |||
Stock Options [Member] | Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Options granted, term | 10 years | ||||
Restricted Stock [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options granted | 36,000 | ||||
Restricted stock compensation expense | $ 38,000 | $ 100,000 | $ 200,000 | $ 200,000 | |
2004 Stock Incentive Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares reserved for the issuance (in shares) | 11,719 | 11,719 | |||
2009 Stock Incentive Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares reserved for the issuance (in shares) | 94,141 | 200,391 | 200,391 | ||
Increased number of shares (in shares) | 106,250 | ||||
Shares available for grant | 120,883 | 120,883 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)Input | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Fair Value Disclosures [Abstract] | |||||
Number of inputs used for valuation of warrants | Input | 6 | ||||
Derivative warrant liability [Abstract] | |||||
Warrant liability fair value adjustment | $ (8,680) | $ (1,253) | $ (9,171) | $ (1,414) | |
Derivative warrant liabilities | $ 22,502 | $ 22,502 | $ 3,785 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value of Warrants (Details) | 9 Months Ended |
Sep. 30, 2016 | |
Series C Warrants [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Expected volatility (in hundredths) | 91.93% |
Risk-free interest rates (in hundredths) | 1.28% |
Expected life (in years) | 5 years 8 months 12 days |
Series A Warrants [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Expected volatility (in hundredths) | 96.65% |
Risk-free interest rates (in hundredths) | 1.01% |
Expected life (in years) | 3 years 9 months 22 days |
February 2015 Warrants [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Expected volatility (in hundredths) | 99.65% |
Risk-free interest rates (in hundredths) | 0.95% |
Expected life (in years) | 3 years 4 months 17 days |
October 2013 Warrants [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Expected volatility (in hundredths) | 91.70% |
Risk-free interest rates (in hundredths) | 0.76% |
Expected life (in years) | 2 years 29 days |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] - Derivative Instruments Liabilities [Member] $ in Thousands | Sep. 30, 2016USD ($) |
Liabilities [Abstract] | |
Total Liabilities | $ 22,502 |
Level 3 [Member] | |
Liabilities [Abstract] | |
Total Liabilities | $ 22,502 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Measurements Using Significant Unobservable Inputs (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) [Roll Forward] | ||
Balance at December 31, 2015 | $ 3,785 | |
Total change in the liability included in earnings | (9,171) | |
Fair value of warrants issued | 28,133 | $ 4,247 |
Fair value of warrants exercised | (245) | $ (123) |
Balance at September 30, 2016 | $ 22,502 |
Net Loss per Common Share - Ant
Net Loss per Common Share - Anti-Dilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 7,487,866 | 1,212,578 |
Stock Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 41,356 | 47,884 |
Unvested Restricted Shares [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 19,000 | 36,006 |
Warrants [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 7,427,510 | 1,128,688 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2016 | Jul. 31, 2015 | Feb. 28, 2015 | Oct. 31, 2013 | Sep. 30, 2016 | Sep. 30, 2015 | Jul. 21, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | ||||||||
Sale of common stock share | 600,000 | 153,750 | 81,875 | |||||
Sale of units to underwriter | 600,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Net proceeds from sale of stock and exercise of warrants | $ 704 | $ 8,674 | ||||||
February 2015 Warrants [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of warrants outstanding (in shares) | 69,000 | 69,000 | ||||||
Warrants exercise price per share | $ 3.90 | $ 3.90 | ||||||
Underwriting Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Sale of common stock share | 425,000 | |||||||
Sale of units to underwriter | 425,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | ||||||
Number of warrants outstanding (in shares) | 148,750 | 148,750 | ||||||
Net proceeds from sale of stock and exercise of warrants | $ 1,100 | |||||||
Warrants expiration date | Oct. 5, 2021 | |||||||
Warrants exercise price per share | $ 3 | $ 3 | ||||||
Underwriting Agreement [Member] | February 2015 Warrants [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Adjusted exercise price of warrants | 2.99 | 2.99 | ||||||
Underwriting Agreement [Member] | Series A Warrants [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Adjusted exercise price of warrants | $ 2.99 | $ 2.99 |